Announcement PDF ASX/Media Announcement 11 July 2023 2023 Notice of General Meeting, Letter of Access and Proxy Sydney, Australia, 11 July 2023: Kingston Resources Limited (‘Kingston’ or the ‘Company’ (ASX:KSN) advises that a General Meeting of Shareholders will be held at 2.00pm (AEST) on Monday, 14 August 2023 at Level 5, 126 Phillip Street, Sydney, NSW 2000 (Meeting). The Company attaches the following Meeting documents: • Notice of General Meeting; • Letter of Access; and • Proxy Form The Company advises that Shareholders will be sent the relevant Meeting documents on Friday, 14 July 2023. Shareholders can lodge their proxy voting instructions for the Meeting from Friday 14 July 2023. This release has been authorised by the Kingston Resources Limited Company Secretary. For all enquiries please contact Managing Director, Andrew Corbett, on +61 2 8021 7492. ASX: KSN Shares on Issue: 468M Market Cap: A$37.4M Cash: A$11.5M (31 May 2023) 202/201 Miller Street, North Sydney, NSW 2060 +61 2 8021 7492 info@kingstonresources.com.au www.kingstonresources.com.au @KSNResources Kingston Resources Limited 202 / 201 Miller Street, North Sydney, NSW 2060 info@kingstonresources.com.au https://kingstonresources.com.au/ ACN: 009 148 529 Kingston Resources Limited Notice of General Meeting Explanatory Statement | Proxy Form 14 August 2023 2.00PM AEST Address Level 5, 126 Phillip 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 General Meeting – Agenda and Resolutions 4 Notice of General Meeting – Explanatory Statement 16 Glossary 38 Annexure A – Placement & SPP Options Terms 40 Annexure B – MH Performance Options Terms 41 Annexure C – Tranche B Warrant Terms 43 Annexure D - Underwriting agreement with Ord Minnett Limited and BW Equities Limited 45 Proxy Form Attached Important Information for Shareholders about the Company’s General Meeting This Notice is given based on circumstances as at 11 July 2023. 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 General Meeting (GM) of the Shareholders to which this Notice of Meeting relates will be held at 2.00PM AEST on 14 August 2023 at Level 5, 126 Phillip Street, Sydney, NSW 2000. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary at robyn.slaughter@automicgroup.com.au at least 48 hours before the GM. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. Your vote is important The business of the General Meeting affects your shareholding and your vote is important. Voting in person To vote in person, attend the General Meeting on the date and at the place set out above. Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 2 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/virtual-agms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed meetings@automicgroup.com.au Proxy Form and emailing it to: 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 | General Meeting – Notice of Meeting and Explanatory Statement 3 Notice of General Meeting Notice is hereby given that a General Meeting of Shareholders of Kingston Resource Limited ACN 009 148 529 will be held at 2.00PM AEST on 14 August 2023 at Level 5, 126 Phillip Street, Sydney, NSW 2000 (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form forms 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 General Meeting are those who are registered Shareholders at 2.00PM AEST on Saturday, 12 August 2023. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Resolutions 1. Resolution 1 – Ratification of Prior Issue of Tranche 1 Placement Shares 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, the Shareholders ratify the allotment and prior issue of 52,941,176 Fully Paid Ordinary Shares on terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 1 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. Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 4 2. Resolution 2 – Approval to Issue Tranche 2 Placement Shares To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 11,764,706 Fully Paid Ordinary Shares on terms and conditions all of which are described in the Explanatory Statement which accompanies and forms part of the Notice of Meeting." Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of: (a) Quintana Resources Holdings LP, or their nominee; (b) Any other 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 (c) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 2 by: 3. (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. Resolution 3 – Approval to Issue Placement Options To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue a maximum of 32,352,941 Unlisted Options as subscribed for and issued under the Placement, on the terms and conditions 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: Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 5 4. (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. Resolution 4 – Approval to Grant Mineral Hill Project Goal Performance Options to Andrew Corbett, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of Mineral Hill Project Goal Performance Options to Andrew Corbett (or his nominee), the Company’s Managing Director, under the EIS 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) Andrew Corbett; (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 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. Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 6 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: (i) (ii) 5. 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. Resolution 5 – Approval to Issue Tranche B Warrant to PURE Asset Management To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue the Tranche B Warrant to PURE Asset Management Pty Ltd as trustee for The PURE Resources Fund (or its nominee) 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) PURE Asset Management Pty Ltd as trustee for The PURE Resources Fund (or its nominee); (b) 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 (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 votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 7 6. Resolution 6 – Approval to Issue Share Purchase Plan Shares To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue a maximum of 23,529,412 Fully Paid Ordinary Shares to existing Shareholders and to sophisticated and other professional investors under the Share Purchase Plan, on the terms and conditions 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) 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 6 by: 7. (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. Resolution 7 – Approval to Issue Share Purchase Plan Options To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue a maximum of 11,764,706 Unlisted Options to existing Shareholders under the Share Purchase Plan, on the terms and conditions 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) 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 7 by: Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 8 8. (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. Resolution 8 – Approval of Issue of Share Purchase Plan Shares to Mick Wilkes, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of a maximum of 705,882 Share Purchase Plan Shares to Mick Wilkes or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) (b) Mick Wilkes 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 (c) an Associate of that person or those persons described in (a). 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 votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 9 9. Resolution 9 – Approval of Issue of Share Purchase Plan Shares to Stuart Rechner, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of a maximum of 705,882 Share Purchase Plan Shares to Stuart Rechner or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of: (a) (b) Stuart Rechner 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 (c) an Associate of that person or those persons described in (a). 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 votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 10. Resolution 10 – Approval of Issue of Share Purchase Plan Shares to Anthony Wehby, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of a maximum of 705,882 Share Purchase Plan Shares to Anthony Wehby or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of: (a) (b) Anthony Wehby or his nominee; and Any other person who is expected to receive the securities as a result of the proposed issue; Kingston Resources Limited | General Meeting – Notice of Meeting and Explanatory Statement 10 (c) a 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 (d) an Associate of that person or those persons described in (a). 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 – Approval of Issue of Share Purchase Plan Shares to Andrew Corbett, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of a maximum of 705,882 Share Purchase Plan Shares to Andrew Corbett or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of: (a) (b) Andrew Corbett 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 (c) an Associate of that person or those persons described in (a). 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 (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 | General Meeting – Notice of Meeting and Explanatory Statement 11 • 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. 12. Resolution 12 – Approval of Issue of Share Purchase Plan Options to Mick Wilkes, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of a maximum of 352,941 Share Purchase Plan Options to Mick Wilkes or his nominee, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of: (a) (b) Mick Wilkes 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 (c) an Associate of that person or those persons described in (a). However, this does not apply to a vote cast in favour of Resolution 12 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 holde