Announcement PDF ASX/Media Announcement 29 October 2024 2024 Annual General Meeting Notice of Meeting, Proxy and Letter of Access Sydney, Australia, 29 October 2024: Kingston Resources Limited (ASX: KSN) attaches the following documents in relation to 2024 Annual general Meeting: • • • Notice of Meeting; Proxy Form; and Letter of Access This release has been authorised by the Kingston Resources Limited Board. For all enquiries, please contact Managing Director, Andrew Corbett, on +61 2 8021 7492 ASX: KSN Shares on Issue: 707M Market Cap: A$78M Cash: A$8.36M (30 June 2024) 202/201 Miller Street, North Sydney, NSW 2060 +61 2 8021 7492 info@kingstonresources.com.au www.kingstonresources.com.au @KSNResources Kingston Resources Limited https://kingstonresources.com.au/ Unit 202, 201 Miller Street, North Sydney, NSW 2060 ACN: 009 148 529 Kingston Resources Limited Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form Thursday, 28 November 2024 2:00PM AEDT Physical Meeting held at: Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Contents Venue and Voting Information 2 Notice of Annual General Meeting – Agenda and Resolutions 4 Notice of Annual General Meeting – Explanatory Statement 16 Glossary 41 Annexure A – Employee Incentive Scheme Rules Attached Annexure B – Terms of the LTI Options Attached Annexure C – Terms of the STI Options Attached Annexure D – Terms of the FY25 Options Attached Annexure E – Tranche C Warrant Terms Attached Annexure F – Misima Sale Price Maximisation LTI Options Terms Attached Proxy Form Attached Important Information for Shareholders about the Company’s 2024 AGM This Notice is given based on circumstances as at 29 October 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://kingstonresources.com.au/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website. Venue and Voting Information The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2:00PM AEDT on Thursday, 28 November 2024 at Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000. Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. Voting in person To vote in person, attend the Annual General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtualagms/ By post Automic, GPO Box 5193, Sydney NSW 2001 Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 2 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 3 Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Shareholders of Kingston Resources Limited ACN 009 148 529 will be held at 2:00PM AEDT on Thursday, 28 November 2024 at Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00PM AEDT on Tuesday, 26 November 2024. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Ordinary business Financial statements and reports “To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the Directors’ declaration, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.” Note: This item of ordinary business is for discussion only and is not a resolution. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items. Resolutions Remuneration Report 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2024.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if: Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 4 (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution. Re-election of Directors 2. Resolution 2 – Re-election of Mr. Stuart Rechner as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Mr Stuart Rechner, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election, is re-elected as a Director of the Company, effective immediately.” ASX Listing Rule 7.1A (Additional 10% Capacity) 3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass the following resolution as a Special Resolution: “That, for the purposes of ASX 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 issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of: (a) a 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 Company); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 3 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 5 • 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 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Adoption of Employee Incentive Scheme 4. Resolution 4 – Adoption of Employee Incentive Scheme To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.2 (exception 13(b)) and for all other purposes, Shareholders approve the adoption of the Employee Incentive Scheme, on the terms and conditions set out in the Explanatory Statement .” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: (a) a person who is eligible to participate in the Employee Incentive Scheme; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 4 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 6 Issue of Incentive Securities under the Employee Incentive Scheme 5. Resolution 5 – Approval to Issue Long-Term Share Price Outperformance Options to Mr. Andrew Corbett, Managing Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 2,707,615 Long-Term Share Price Outperformance Options under Employee Incentive Scheme to Mr Andrew Corbett (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) Mr Andrew Corbett (or his nominee), Mr Mick Wilkes (or his nominee), Mr Anthony Wehby (or his nominee) and Mr Stuart Rechner (or his nominee); (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Scheme; or (c) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 5 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • • 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 the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 5 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 7 6. Resolution 6 – Approval to Issue Short-Term Incentive Performance Options to Mr. Andrew Corbett, Managing Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 1,083,046 Short-Term Incentive Performance Options under Employee Incentive Scheme to Mr Andrew Corbett (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of: (a) Mr Andrew Corbett (or his nominee), Mr Mick Wilkes (or his nominee), Mr Anthony Wehby (or his nominee) and Mr Stuart Rechner (or his nominee);or (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Scheme; or (c) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • • 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 the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 6 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 8 7. Resolution 7 – Approval to Issue FY25 Service Fee Options to Mr. Mick Wilkes, Director and Chair To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 572,882 FY25 Service Fee Options under Employee Incentive Scheme to Mr Mick Wilkes (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of: (a) Mr Mick Wilkes (or his nominee), Mr Andrew Corbett (or his nominee), Mr Anthony Wehby (or his nominee) and Mr Stuart Rechner (or his nominee);or (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Scheme; or (c) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 7 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • • 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 the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 7 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 9 8. Resolution 8 – Approval to Issue FY25 Service Fee Options to Mr. Anthony Wehby, Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 381,925 FY25 Service Fee Options under Employee Incentive Scheme to Mr Anthony Wehby (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) Mr Anthony Wehby (or his nominee), Mr Mick Wilkes (or his nominee), Mr Andrew Corbett (or his nominee) and Mr Stuart Rechner (or his nominee);or (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Scheme; or (c) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 8 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • • 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 the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 8 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 10 9. Resolution 9 – Approval to Issue FY25 Service Fee Options to Mr. Stuart Rechner, Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of, ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 381,925 FY25 Service Fee Options under Employee Incentive Scheme to Mr Stuart Rechner (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement .” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of: (a) Mr Stuart Rechner (or his nominee), Mr Mick Wilkes (or his nominee), Mr Andrew Corbett (or his nominee) and Mr Anthony Wehby (or his nominee); or (b) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Scheme; or (c) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 9 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • • 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 the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 9 if: (a) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 11 10. Resolution 10 – Ratification of Prior Issue of Shares Under Listing Rule 7.1 To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and prior issue of 74,694,275 Fully Paid Ordinary Shares on terms and conditions described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of: (a) Winchester Investments Group Pty Limited (or his nominees) , Farjoy Pty Ltd (or his nominees) or any person who participated in the issue; (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 10 by: (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 11. Resolution 11 – Ratification of Prior Issue of Shares Under Listing Rule 7.1A To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and prior issue of 49,796,183 Fully Paid Ordinary Shares on terms and conditions described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of: (a) a person who participated in the issue; (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 11 by: (i) 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 Kingston Resources Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 12 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person exclu