Announcement PDF AdAlta Limited (ASX:1AD) Suite 01' Suite 1, 117-119 Camberwell Road, Hawthorn East VIC 3123, Australia ABN: 92 120 332 925 www.adalta.com.au 30 October 2026 Dear Shareholder 2026 Annual General Meeting of Shareholders (2026 AGM) Notice is hereby given that the 2026 AGM of AdAlta Limited (AdAlta or the Company) will be held as a physical meeting (Meeting or 2026 AGM) at 2.00pm (AEDT) on Monday, 30 November 2026. Shareholders will be given the opportunity to attend and participate in a general meeting held in person at Piper Alderman, Level 23, 459 Collins Street, Melbourne, 3000. The Meeting cannot be accessed virtually. AdAlta advises that no hard copy of the Notice of Annual General Meeting and Explanatory Notes (Notice) will be circulated other than to shareholders who have expressly requested a hard copy. These documents can be accessed on the Company’s website at https://adalta.com.au/investors/asx-announcements/ and via the ASX Market Announcements Platform under the Company’s ASX Code (1AD). If you have nominated an email address and elected to receive electronic communications from the Company, you will receive an email with a link to an electronic copy of the Notice of Meeting. Your Vote is Important The business of the 2026 AGM is important to all Shareholders and therefore it is important that Shareholders vote. Lodging a completed proxy is the simplest way to vote at the AGM. The Company encourages shareholders to submit their votes in advance of the 2026 AGM as this will provide the Company with the best opportunity to prepare for the meeting. However, votes may also be submitted during the 2026 AGM. Proxy forms can be lodged online, by post or in person by following the proxy lodgement instructions on the proxy form. Proxy forms must be received by the Company’s share registry, Automic, by 2:00pm (AEDT) on Saturday, 28 November 2026. Proxy forms received later than this time will be invalid. Shareholder Communication Elections Recent changes to the Corporations Act provide for shareholders electing and requesting to receive documents (including notices of meeting and the annual financial report) electronically or in hard copy. You can make a standing election and/or request to receive some or all of your communications from the Company in physical or electronic form. Shareholders can also elect not to receive certain documents, including the annual financial report. We encourage you to provide your email address so we can communicate with you electronically and you are provided with information regarding the Company more efficiently and sustainably. AdAlta Limited (ASX:1AD) Suite 01' Suite 1, 117-119 Camberwell Road, Hawthorn East VIC 3123, Australia ABN: 92 120 332 925 www.adalta.com.au If you have made a prior election or request to receive documents in a certain manner then that election will continue to apply until such time as you notify the Company that you change your election or request. Any shareholder who has not made a prior election and/or request to receive documents in a certain form will be treated by the Company as having elected to receive all documents in electronic form. If you wish to update your communication preference, please refer to the insert titled “Update your details” or contact our share register, Automic below: Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414 Email: hello@automicgroup.com.au Website: https://investor.automic.com.au/. Yours faithfully Cameron Jones Company Secretary ADALTA LIMITED ACN 120 332 925 NOTICE OF 2026 ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM AND PROXY FORM To be held as an in-person meeting on Monday, 30 November 2026 Time of Meeting 2:00pm (AEDT) Place of Meeting Piper Alderman Level 23, 459 Collins Street, Melbourne VIC 3000 IMPORTANT INFORMATION: The Meeting will be held in person. Accordingly, if you are a Shareholder you (or your proxy or representative) may attend the Meeting in person at the offices of Piper Alderman at Level 23, 459 Collins Street, Melbourne VIC 3000. Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice. This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor or other professional adviser without delay. ADALTALIMITED ACN 1 20 332 925 (ASX:1AD) Notice is given that the Annual General Meeting (Meeting or AGM) of the shareholders of AdAlta Limited (Company) will be held at 2:00pm (AEDT) on Monday, 30 November 2026 at the offices of Piper Alderman, Level 23, 459 Collins Street, Melbourne VIC 3000. If you are a shareholder of the Company (Shareholder) you (or your proxy or representative) may attend the Meeting. Additionally, this Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://adalta.com.au/investors/asx-announcements Instructions on how to attend the Meeting and vote are in the Explanatory Memorandum which forms part of this Notice. 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. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Saturday, 28 November 2026 at 2:00pm (AEDT). Terms and abbreviations used but not defined in the body of this Notice and Explanatory Memorandum are defined in the definitions and interpretation section. Annual Report To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2026, which includes the Financial Report, the Directors' Report and the Auditor's Report. Ordinary business 1. Resolution 1 | Adoption of Remuneration Report To consider and, if thought fit, to pass, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2026 be adopted.” Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. Voting Exclusion | Resolution 1 The Company will disregard any vote cast on this Resolution 1: (a) in any capacity by, or on behalf of, a member of the Key Management Personnel (KMP) whose remuneration details are included in the Remuneration Report, or their Closely Related Parties; or (b) by a proxy if that proxy is a member of the KMP at the date of the Meeting or a Closely Related Party of that member, unless the vote is cast as a proxy for a person entitled to vote: (c) and the proxy form specifies how the proxy is to vote;or (d) the proxy is the Chair of the Meeting and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP. 2. Resolution 2 | Election of Director, Mr Fadi Diab To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That Mr Fadi Diab, a Director, who was appointed by the Directors since the last annual general meeting and retires for the purposes of Listing Rule 14.4 and rules 13.1(d) and 13.3(c)(ii) of the Constitution and, being eligible, offers himself for election, be elected as a Director." 3. Resolution 3 | Re-election of Director, Dr Paul MacLeman To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That Dr Paul MacLeman, a Director, who retires for the purposes of Listing Rule 14.4 and rules 13.3(b) and 13.3(c)(i) of the Constitution and, being eligible, offers himself for re- election, be re-elected as a Director." 4. Resolution 4 | Approval of issue of Loan Shares to Dr Tim Oldham, Director of the Company To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That the issue and allotment of 73,947,030 Loan Shares to Dr Tim Oldham, Director of the Company (or Dr Oldham’s nominee) under the Company’s Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice, be approved for the purposes of Listing Rule 10.14, section 200E of the Corporations Act, and for all other purposes.” Voting Exclusion | Resolution 4 The Company will disregard any vote cast in favour of this Resolution 4 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) 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 (e) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this Resolution is voted on at the Meeting, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the Resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the Resolution provided the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the Resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel (which the Company’s Proxy Form does do). In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution 4 must not be cast (in any capacity) by or on behalf of Dr Tim Oldham or an associate of Dr Oldham. However, this does not prevent a vote being cast by a person as proxy if the person is appointed by writing that specifies how the proxy is to vote on the Resolution and the vote is not cast on behalf of Dr Oldham or an associate of Dr Oldham. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 5. Resolution 5 | Approval of issue of Loan Shares to Dr Paul MacLeman, Director of the Company To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That the issue and allotment of 37,352,110 Loan Shares to Dr Paul MacLeman, Director of the Company (or Dr MacLeman’s nominee) under the Company’s Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice, be approved for the purposes of Listing Rule 10.14, section 200E of the Corporations Act, and for all other purposes.” Voting Exclusion | Resolution 5 The Company will disregard any vote cast in favour of this Resolution 5 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) 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 (e) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this Resolution is voted on at the Meeting, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the Resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the Resolution provided the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the Resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel (which the Company’s Proxy Form does do). In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution 5 must not be cast (in any capacity) by or on behalf of Dr Paul MacLeman or an associate of Dr MacLeman. However, this does not prevent a vote being cast by a person as proxy if the person is appointed by writing that specifies how the proxy is to vote on the Resolution and the vote is not cast on behalf of Dr MacLeman or an associate of Dr MacLeman. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 6. Resolution 6 | Approval of issue of Loan Shares to Ms Michelle Burke, Director of the Company To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That the issue and allotment of 20,076,056 Loan Shares to Ms Michelle Burke, Director of the Company (or Ms Burke’s nominee) under the Company’s Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice, be approved for the purposes of Listing Rule 10.14, section 200E of the Corporations Act, and for all other purposes.” Voting Exclusion | Resolution 6 The Company will disregard any vote cast in favour of this Resolution 6 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) 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 (e) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this Resolution is voted on at the Meeting, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the Resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the Resolution provided the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the Resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel (which the Company’s Proxy Form does do). In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution 6 must not be cast (in any capacity) by or on behalf of Ms Michelle Burke or an associate of Ms Burke. However, this does not prevent a vote being cast by a person as proxy if the person is appointed by writing that specifies how the proxy is to vote on the Resolution and the vote is not cast on behalf of Ms Burke or an associate of Ms Burke. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. 7. Resolution 7 | Approval of issue of Loan Shares to Mr Fadi Diab, Director of the Company To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: "That the issue and allotment of 20,076,056 Loan Shares to Mr Fadi Diab, Director of the Company (or Mr Diab’s nominee) under the Company’s Omnibus Equity Plan and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice, be approved for the purposes of Listing Rule 10.14, section 200E of the Corporations Act, and for all other purposes.” Voting Exclusion | Resolution 7 The Company will disregard any vote cast in favour of this Resolution 7 by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Omnibus Equity Plan; or (b) an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (c) 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 (e) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way. In addition, under section 250BD of the Corporations Act a vote must not be cast on this Resolution by any person who is a member of the Key Management Personnel at the time this Resolution is voted on at the Meeting, or by any of their Closely Related Parties, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on the Resolution. This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on the Resolution provided the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the Resolution is connected, directly or indirectly, with the remuneration of the Key Management Personnel (which the Company’s Proxy Form does do). In accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution 7 must not be cast (in any capacity) by or on behalf of Mr Fadi Diab or an associate of Mr Diab. However, this does not prevent a vote being cast by a person as proxy if the person is appointed by writing that specifies how the proxy is to vote on the Resolution and the vote is not cast on behalf of Mr Diab or an associate of Mr Diab. The Company will apply the above voting exclusions to persons appointed as an attorney by a Shareholder to participate and vote at the Meeting under a power of attorney, as if they were appointed as a proxy. Dated 30 October 2026 BY ORDER OF THE BOARD Cameron Jones Company Secretary ADALTA LIMITED ACN 120 332 925 Introduction This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held on Monday, 30 November 2026 at 2:00pm (AEDT) at the officesof Piper Alderman,Level 23, 459 Collins Street, Melbourne VIC 3000. This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to vote in favour of the Resolutions in the Notice. A Proxy Form accompanies this Explanatory Memorandum. If you have any questions regarding the matters set out in this Explanatory Memorandum (or elsewhere in this Notice), you may contact the Company Secretary, Cameron Jones, by telephone on (03) 9092 0475 or byemail to cameron.jones@bio101.com between8:30amand 5:00pm(AEDT) on a Business Day. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative ('proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting in person or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from voting at the Meeting (in which case their proxy will be disregarded). Personalised Proxy Forms will be available online at https://investor.automic.com.au/#/home. Please note that: (a) a Shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a Shareholder of the Company; and (c) a Shareholder of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it appoints an individual as its corporate representative to exercise its powers at meetings in accordance with section 250D of the Corporations Act and provide satisfactory evidence of the appointment of its corporate representative to the Company prior to the Meeting. To be valid, completed Proxy Forms or electronic voting instructions must be submitted to the Company’s share registry, Automic, in accordance with the instructions on the Proxy Form and be received by 2:00pm (AEDT) on Saturday, 28 November 2026, being no later than 48 hours before the commencement of the Meeting. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must only vote on a poll; (c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote as directed; and (d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and (b) the appointed proxy is not the chair of the meeting; and (c) at the meeting, a poll is duly demanded on the resolution; and (d) either of the following apply: (i) if a record of attendance is made for the meeting - the proxy is not recorded as attending the meeting; or (ii) the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Authorised representative of corporate shareholders and powers of attorney A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act to be provided prior to the Meeting. If a Shareholder appoints an attorney to act on the Shareholder’s behalf, the instrument appointing the attorney and the authority under which the instrument is signed or a certified copy of itmustbe received by the Company by 2:00pm (AEDT) onSaturday, 28November 2026,being no later than 48 hours before the commencement of the Meeting, at the Company’s share registry, Automic, in accordance with the instructions on the Proxy Form. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. EXPLANATORY MEMORANDUM Annual Report In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Financial Report of the Company for the financial year ended 30 June 2026 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report. In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company. The Company’s auditor will be present at the Meeting. Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available onlineat: https://adalta.com.au/investors/annual-financial-reports; (b) ask questions or make comments in person in connection with the management of the Company; and (c) ask the auditor questions in person about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions in person at the Meeting, written questions may be submitted to the Chairman about the management of the Company, or to the Company's auditor about: (a) the preparation and the content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit. Written questions may be submitted no later than 2:00pm (AEDT) on Monday, 23 November 2026 being 5 Business Days before the Meeting to the Company Secretary at the Company's registered office or via email to cameron.jones@bio101.com. Resolution 1 | Remuneration Report Section 250R(2) of the Corporations Act provides that the Company is required to put the adoption of the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. Section 250R(3) of the Corporations Act provides that a vote on the adoption of the Remuneration Report (i.e. Resolution 1) is advisory only and does not bind the Directors or the Company. While the vote on this Resolution 1 is advisory only, the outcome of the vote will be considered for the purposes of the ‘two strikes rule’ under the Corporations Act, where if a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders a ‘board spill resolution’ at the second of those annual general meetings. If the board spill resolution is passed at the second of those annual general meetings, the Company is required to hol