Announcement PDF 23 October 2024 Dear Shareholder, ELEMENT 25 LIMITED – ANNUAL GENERAL MEETING Element 25 Limited (ASX: E25) (the Company) advises its Annual General Meeting of Shareholders (Meeting) will be held on Friday 22 November 2024 at 10.00am (AWST) in the Conference Room, Building C, The Garden Office Park, 355 Scarborough Beach Road, Osborne Park, Western Australia. A copy of the Meeting materials can be viewed and downloaded online as follows: • You can access the Meeting materials online at the Company’s website: www.e25.com.au. • A complete copy of the Meeting materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “E25.” • If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting materials and the voting instruction form. A copy of your Proxy Form is enclosed for convenience. The Company intends to hold a physical meeting. The Company will notify any changes to this by way of announcement on the ASX and the details will also be made available on our website. The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional adviser. Element 25 Limited Level 1, Building B, Garden Office Park, ABN: 46 119 711 929 355 Scarborough Beach Road, T: +61 8 6375 2525 Osborne Park 6017, Western Australia, Australia E: admin@e25.com.au Postal address: PO Box 1167, Osborne Park DC 6916, Western Australia, Australia W: element25.com.au 2024 NOTICE OF ANNUAL GENERAL MEETING Explanatory Memorandum and Proxy Form Date and Time of Meeting Place of Meeting 22 November 2024 The Garden Office Park 10.00am AWST Building C, Conference Room, 355 Scarborough Beach Road Osborne Park, Western Australia 6017 Element 25 Limited Level 1, Building B, The Garden Office Park 355 Scarborough Beach Road Osborne Park, Western Australia 6017 Australia T +61 8 6375 2525 E admin@e25.com.au www.e25.com.au 2024 Notice of Annual General Meeting ELEMENT 25 LIMITED ACN 119 711 929 2024 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of Element 25 Limited (Company) will be held at The Garden Office Park, 355 Scarborough Beach Road, Osborne Park, Western Australia, Australia on 22 November 2024 at 10.00am (AWST) for the purpose of transacting the following business. The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice. Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum. 2024 FINANCIAL STATEMENTS To receive the financial statements of the Company for the year ended 30 June 2024, consisting of the annual financial report, the Directors’ report and the auditor's report. RESOLUTION 1. RE-ELECTION OF DIRECTOR - MR SALVATORE LANCUBA To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: " That, in accordance with and pursuant to the Company’s Constitution and listing rule 14.4 and for all other purposes, Salvatore Lancuba, a Director appointed on 30 January 2023, retires at the Meeting and, being eligible and offering himself for re-election, is elected as a Director" Short Explanation: Pursuant to the Company’s Constitution, one-third of the Directors of the Company (other than the Managing Director) must retire at each AGM and, being eligible, may offer themselves for re-election at that AGM. Element 25 Limited Page | 2 2024 Notice of Annual General Meeting RESOLUTION 2. ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution: "That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2024 Annual Report be and is hereby adopted." Short Explanation: Section 250R of the Corporations Act requires a listed company to put to Shareholders at each AGM a resolution adopting the report on the remuneration of the Company’s key management personnel included in the Company’s Annual Report. The above Resolution is being proposed to comply with this requirement. The vote on this Resolution is advisory only and neither binds the Company’s Directors nor the Company. A reasonable opportunity will be provided to Shareholders for discussion of the Remuneration Report at the AGM. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons: a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described above and either: c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or d) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorised the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. RESOLUTION 3. APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.” Short Explanation: Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the AGM. The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. Please refer to the Explanatory Memorandum for details. Element 25 Limited Page | 3 2024 Notice of Annual General Meeting Voting Exclusion: For the purposes of Listing Rule 7.3A, the Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who may participate in the 10% Placement Facility or a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, or any of their Associates, unless it is cast by: a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with direction given to the Chair to vote on the resolution as the Chair decides; or c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 4. GRANT OF PERFORMANCE RIGHTS TO THE COMPANY’S MANAGING DIRECTOR MR JUSTIN BROWN To consider and, if thought fit, to pass, with or without modification, the following as an ordinary resolution: “That for the purposes of Listing Rule 10.14, and for all other purposes, Shareholders approve the issue of Performance Rights under the Performance Rights plan to Mr Justin Brown, Managing Director, including the issue of Shares upon vesting of those Performance Rights, in accordance with the terms and conditions of the Performance Rights plan and as more particularly specified, the terms set out in the Explanatory Memorandum.” Short Explanation: Approval is sought under Listing Rule 10.14 to authorise the Company to issue these securities and for the Managing Director to acquire these securities under the Company’s Performance Rights plan. Please refer to the Explanatory Memorandum for details. If approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or 10.11. Voting Exclusion: Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Performance Rights Plan or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: a) a person as a proxy for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy to vote on the resolution in that way; or b) the chair of the meeting as proxy for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: Element 25 Limited Page | 4 2024 Notice of Annual General Meeting (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way. Voting Prohibitions: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: c) the proxy is the chair of the meeting; and d) the appointment expressly authorises the chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. RESOLUTION 5. GRANT OF SERVICE RIGHTS TO MR SALVATORE LANCUBA To consider and, if thought fit, to pass, with or without modification, the following as an ordinary resolution: “Shareholders approve the issue of Service Rights, including the issue of Shares upon vesting of those Service Rights to Mr Salvatore Lancuba, Non-Executive Director.” Short Explanation: Approval is sought under Listing Rule 10.14 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details. If approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or 10.11. Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Salvatore Lancuba (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Element 25 Limited Page | 5 2024 Notice of Annual General Meeting Voting Prohibition: A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (i) the proxy is the Chair; and (ii) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless: c) The appointment specifies the way the proxy is to vote on this Resolution; or d) The proxy is the Chair of the meeting, and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. RESOLUTION 6. GRANT OF SERVICE RIGHTS TO MR RUDOLPH VAN JAARSVELD To consider and, if thought fit, to pass, with or without modification, the following as an ordinary resolution: “Shareholders approve the issue of Service Rights, including the issue of Shares upon vesting of those Service Rights to Mr Rudolph van Jaarsveld, Non-Executive Director.” Short Explanation: Approval is sought under Listing Rule 10.14 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details. If approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or 10.11. Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr van Jaarsveld (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the chair to vote on the Resolution as the Chair decides; or c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and Element 25 Limited Page | 6 2024 Notice of Annual General Meeting (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition: A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (i) the proxy is the Chair; and (ii) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless: c) The appointment specifies the way the proxy is to vote on this Resolution; or d) The proxy is the Chair of the meeting, and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. RESOLUTION 7. APPROVAL OF ISSUE OF SHARES To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, subject to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 100,000,000 Shares at an issue price of not less than 80% of the average market price of the Company’s shares (calculated over the 5 days on which sales of shares were recorded before the day on which the issue is made), upon the terms set out in the Notice of Annual General Meeting and Explanatory Memorandum.” Voting Exclusion: The Company will disregard any votes cast on this Resolution by or on behalf of: a) any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: c) by a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or Element 25 Limited Page | 7 2024 Notice of Annual General Meeting e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 8. SECTION 195 APPROVAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in 5, 6 and 7.” OTHER BUSINESS To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act. The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms. To be valid, properly completed Proxy Forms must be received by the Company’s share registry no later than 10.00am (AWST) on 20 November 2024 by: 1. post to GPO Box 5193, Sydney NSW 2001; 2. email at meetings@automicgroup.com.au; or 3. online at https://investor.automic.com.au/#/loginsah. If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the Proxy Form or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. By order of the Board Michael Jordon Company Secretary Date: 23 October 2024 Element 25 Limited Page | 8 2024 Notice of Annual General Meeting PROXIES A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. A proxy may, but need not be, a Shareholder of the Company. The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised. The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed. ENTITLEMENT TO VOTE For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00pm (AWST) on 20 November 2024 will be entitled to attend and vote at the AGM. CORPORATIONS A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting. ELECTRONIC COMMUNICATION All Shareholders may, and are encouraged to, elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry. REVOCATION OF PROXIES A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law. Element 25 Limited Page | 9 2024 Notice of Annual General Meeting EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the Shareholders of Element 25 Limited ACN 119 711 929 (Company) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at The Garden Office Park, 355 Scarborough Beach Road, Osborne Park, Western Australia, on 22 November 2024 commencing at 10.00am (AWST). This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice. The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum. At the AGM, Shareholders will be asked to consider the following Resolutions: • Resolution 1 Re-election of Director - Mr Salvatore Lancuba • Resolution 2 Adopting the Remuneration Report • Resolution 3 Approving 10% Placement Facility • Resolution 4 Approving Grant of Performance Rights to Mr Justin Brown • Resolution 5 Approving Grant of Service Rights to Mr Salvatore Lancuba • Resolution 6 Approving Grant of Service Rights to Mr Rudolph van Jaarsveld • Resolution 7 Approving Issue of Shares • Resolution 8 Section 195 approval 2024 FINANCIAL STATEMENTS As required by Section 317 of the Corporations Act, the financial statements for the year ended 30 June 2024 and the accompanying Directors’ report, Directors’ declaration and auditor’s report will be laid before the meeting. Neither the Corporations Act, nor the Company’s Constitution requires a vote on the reports. However, the Shareholders will have an opportunity to ask questions about the reports at the AGM. RESOLUTION 1. RE-ELECTION OF DIRECTOR - MR SALVATORE LANCUBA 1.1 Introduction The Company’s Constitution requires that one third of the Company’s directors (other than the Managing Director) must retire at each AGM. Accordingly, Mr Salvatore Lancuba will retire by rotation and, being eligible, offers himself for re-election. This resolution is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. Element 25 Limited Page | 10 2024 Notice of Annual General Meeting 1.2 Director’s Biography Mr Lancuba is a chemical engineer with more than 40 years’ experience in the global fertiliser industry across research and development, process engineering, manufacturing and management. Following 27 years at Incitec Pivot Limited, an ASX top 50 company, Mr Lancuba has consulted to industry clients in Australia, New Zealand, USA, South America, Europe, India and China in areas including plant design and maintenance, project management, project evaluation and marketing strategies. He has extensive experience in chemical processing, project development and operations in the chemical industry. 1.3 Directors’ Recommendation All the Directors except Mr Salvatore Lancuba recommend that Shareholders vote in favour of this resolution. RESOLUTION 2. 2.1 ADOPTION OF REMUNERATION REPORT Introduction As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non–binding vote. The Remuneration Report, which is part of the 2024 Annual Report, has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the 2024 Annual Report are available by contacting the Company’s share registrar or visiting the Company’s website www.e25.com.au. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2024 AGM and then again at the 2025 AGM, the Company will be required to put a resolution to the 2025 AGM to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (spill meeting) within 90 days of the 2025 AGM. All the Directors who are in office when the 2025 Directors’ Report is approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting. The Remuneration Report explains Board policies in relation to the nature and level of remuneration paid to Key Management Personnel, sets out remuneration details for each member of the Key Management Personnel, details any service agreements and sets out the details of any share based compensation. 2.2 Voting on the Remuneration Report Note that a voting prohibition applies to the resolution in the terms set out in the Notice of Meeting. In particular, the directors and other restricted voters may not vote on this resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the resolution. Element 25 Limited Page | 11 2024 Notice of Annual General Meeting RESOLUTION 3. 3.1 APPROVAL OF 10% PLACEMENT FACILITY General Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (10% Placement Facility). An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. Based on the closing price of Shares on ASX on 9 October 2024 of $0.33, the Company has a market capitalisation of $73,231,093 and is an eligible entity for these purposes. This resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. If this resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If this resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. If on the date of the AGM the Company’s market capitalisation exceeds $300 million or it has been