Announcement PDF ® IMAGION BIOSYSTEMS LIMITED (ASX: IBX) 22 April 2022 Notice of 2022 Annual General Meeting and Proxy Form In accordance with Listing Rule 3.17, Imagion Biosystems Limited attaches a copy of the following documents: 1. Letter to Shareholders regarding arrangements for the Annual General Meeting as sent to Shareholders in lieu of Notice of Meeting; 2. Notice of Annual General Meeting; and 3. Proxy Form ‐ENDS About Imagion Biosystems Imagion Biosystems is developing a new non-radioactive and precision diagnostic molecular imaging technology. Combining biotechnology and nanotechnology, the Company aims to detect cancer and other diseases earlier and with higher specificity than is currently possible. Imagion Biosystems listed on the Australian Securities Exchange (ASX) in June 2017. For further information please visit www.imagionbiosystems.com Authorisation & Additional information This announcement was authorised by the Board of Directors of Imagion Biosystems Limited U.S. Media Contact: Casie Ost Casie.ost@imagionbio.com +1-619-693-4428 Australian Media & Investor Relations: Hannah Howlett, WE Communications We-AUImagionBiosystems@we-worldwide.com +61 (0) 450648064 Imagion Biosystems Limited ACN 616 305 027 Level 25, 525 Collins Street, Melbourne VIC 3000 www.imagionbiosystems.com IMAGION BIOSYSTEMS LIMITED (ASX: IBX) 22 April 2022 Dear Shareholder Re: Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting (AGM) of Imagion Biosystems Limited (Imagion or Company) will be held at the offices of K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC 3000 and virtually via the online platform https://web.lumiagm.com/365-749-468 on Wednesday 25 May 2022 at 10.00am (AEST) (Melbourne time). Physical attendance at the Meeting will be subject to public health guidance and may be subject to capacity limits The AGM will be held as a hybrid meeting, whereby shareholders can attend in person or virtually via the online platform at https://web.lumiagm.com/365-749-468. Registration opens from 9:30am on the day of the meeting. Accordingly, shareholders will be able to participate, ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. In order to provide shareholders with the opportunity to fully participate in the Meeting, the Company announces that shareholders can attend in person and virtually via the online platform at https://web.lumiagm.com/365-749-468 to do this you will need a desktop or mobile/tablet device with internet access, and you will need to provide your details (including Shareholder Reference Number (SRN) or Holder Identification Number (HIN) to be verified as a security holder or proxy holder. The online platform will allow you to listen to the proceedings, view the presentations and ask questions of the Board and vote in realtime. Whilst live voting will now be available, shareholders are still strongly recommended to submit their votes by proxy to ensure that their votes are counted. Instructions on how to submit votes by proxy are contained within the “Proxies” section within the Notice of Meeting. VOTING IS NOW OPEN. To vote online in relation to the following account, please follow the instructions below: STEP 1: Visit https://www.votingonline.com.au/ibxagm2022 STEP 2: Enter your Postcode (if within Australia) OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC) – as contained in attached proxy STEP 4: Follow the prompts to vote on each resolution Important Note: For your voting instructions to be valid and counted towards this meeting please ensure your online lodgement is received no later than 10:00am (AEST) on Monday 23 May 2022. Voting instructions received after this time will not be valid for the scheduled meeting. In accordance with the recent amending provisions to the Corporations Act, the Company will not be dispatching physical copies of the Notice of Meeting and Explanatory Memorandum (Notice of Meeting). The Notice of Meeting will be made available to shareholders electronically. Imagion Biosystems Limited ACN 616 305 027 Level 25, 525 Collins Street, Melbourne VIC 3000 www.imagionbiosystems.com Access to the Notice of Meeting is available as follows: 1. Online on the Imagion Biosystems Limited website: https://imagionbiosystems.com/investor-hub/ 2. At our share registry website https://www.investorserve.com.au/ by logging in and selecting Company Announcements from the main menu. 3. A copy of the Notice of Meeting has also been lodged on the Company’s ASX market announcement page. Enclosed is a Voting Form and Reply-Paid envelope. Shareholders who have provided an email address will receive an email to their nominated email address with a link to an electronic copy of the Notice of Meeting and the Voting Form. If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://www.investorserve.com.au/. If you are unable to access the Notice of Meeting online, please contact our share registry Boardroom Pty Limited at enquries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday, to arrange a copy. Yours sincerely Geoff Hollis, CFO and Company Secretary Imagion Biosystems Limited Imagion Biosystems Limited ACN 616 305 027 Level 25, 525 Collins Street, Melbourne VIC 3000 www.imagionbiosystems.com IMAGION BIOSYSTEMS LIMITED ACN 616 305 027 Notice of Annual General Meeting and Explanatory Memorandum TAKE NOTICE that the Annual General Meeting of Shareholders of the Company will be held at the time, date and place specified below: Time: 10.00 am (Melbourne time) Date: Wednesday, 25 May 2022 Place: K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC 3000 and virtually via the online platform https://web.lumiagm.com/365-749-468 Imagion Biosystems Limited | Notice of Annual General Meeting | Page 1 How to join the Meeting The AGM will be held as a hybrid meeting, whereby shareholders can attend in person or virtually via the online platform at https://web.lumiagm.com/365-749-468. Registration opens from 9:30am on the day of the meeting. Accordingly, shareholders will be able to participate, ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. Online Voting Procedures during the AGM: Shareholders who wish to participate in the AGM online may do so by entering the following URL into an internet browser on your computer, laptop, smartphone, tablet or other smart device: https://web.lumiagm.com/365-749-468 You can log in to the meeting by entering: 1. Your username, which is your Voting Access Code (VAC) which can be located on the first page of your proxy form or Notice of Meeting email. 2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the online voting user guide for their password details. 3. If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760. Attending the meeting online enables Shareholders to view the AGM live, ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. Attendee registration by the above teleconference facility will be available between 9:30am and 10:00am (Melbourne time) on the day of the meeting. All votes at the Meeting will be conducted by poll. We also strongly recommend that all Shareholders lodge their votes via the Company's share register platform or by appointing a proxy prior to 10.00am on Monday, 23 May 2022. Imagion Biosystems Limited | Notice of Annual General Meeting | Page 2 NOTICE OF 2022 ANNUAL GENERAL MEETING Notice is given that the 2022 Annual General Meeting of Shareholders of Imagion Biosystems Limited will be held at 10.00am (Melbourne time) on Wednesday, 25 May 2022 in person at the offices of K&L Gates Melbourne, Level 25, 525 Collins Street, Melbourne VIC 3000 BUSINESS OF THE MEETING Shareholders are invited to consider the following items of business at the Annual General Meeting: 1. Item 1: Financial and related reports To receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 31 December 2021. 2. Resolution 1: Adoption of the Remuneration Report (non-binding resolution) To consider, and if thought fit, to pass the following as an ordinary resolution: “THAT the Remuneration Report of the Company and its controlled entities for the year ended 31 December 2021 be adopted.” Note: This resolution is advisory only and does not bind the Company or the Directors. Voting Exclusion Statement: The Company will disregard any votes cast on this resolution:  by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year ended 31 December 2021, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast; and  as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party. However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this resolution:  in accordance with the directions of how to vote on the Proxy Form; or  by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form; or  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 3. Resolution 2: Re-Election of Director – Mr Michael Harsh To consider, and if thought fit, to pass the following as an ordinary resolution: “THAT, Mr Michael Harsh, being a Director, who retires in accordance with clause 20.3 of the Company’s Constitution and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company.” Imagion Biosystems Limited | Notice of Annual General Meeting | Page 3 4. Resolution 3: Re-Election of Director – Ms Jovanka Naumoska To consider, and if thought fit, to pass the following as an ordinary resolution: “THAT, Ms Jovanka Naumoska, being a Director, who retires in accordance with clause 20.3 of the Company’s Constitution and ASX Listing Rule 14.5 and being eligible, be re-elected as a Director of the Company.” 5. Resolution 4: EIP Capacity To consider, and if thought fit, to pass the following as an ordinary resolution: “THAT, the Employee Incentive Plan Rules as approved by the 2020 annual general meeting be amended to change clause 6(a)(vi) to read as:  'an offer made under a disclosure document as defined in the Corporations Act, would exceed 10% of the number of Shares on issue at the Offer.'" Voting Exclusion Statement: The Company will disregard any votes cast on this resolution by or on behalf of:  A director of the Company; and  An associate of a director. However, the Company will not disregard a vote if:  It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or  It is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6. Resolution 5: Approval of 10% Placement Facility To consider, and if thought fit, pass as a special resolution, with or without amendment, the following: “THAT for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an additional 10% of its issued Equity Securities by way of placements over a 12-month period, on such terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of this resolution by or on behalf of:  any person who a person who is expected to participate in, or who will obtain a material benefit as a result of, a proposed issue of Shares under the 10% Placement Facility (except a benefit solely in the capacity of a holder of Shares); and  any associates of those persons. However, the Company need not disregard a vote if it is cast by:  a person as proxy or attorney for a person who 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  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 Imagion Biosystems Limited | Notice of Annual General Meeting | Page 4  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BY ORDER OF THE BOARD Geoff Hollis Company Secretary 22 April 2022 Imagion Biosystems Limited | Notice of Annual General Meeting | Page 5 NOTES 1. Explanatory Memorandum The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting. 2. Questions from Shareholders In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, in relation to the conduct of the external audit for the year ended 31 December 2021, or the content of its audit report. Please send your questions via email to: Company Secretary Imagion Biosystems Limited corpsecretary@imagionbio.com Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum. In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including the Company’s Remuneration Report for the year ended 31 December 2021. During the course of the Annual General Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to Shareholders. 3. Who may vote A determination has been made by the Board under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on Monday, 23 May 2022 will be taken to be held by the persons who held them at that time for the purposes of the Annual General Meeting (including determining voting entitlements at the meeting). 4. Proxies A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting. (a) A proxy need not be a Shareholder. (b) If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder. (c) If the Shareholder appoints only one proxy, that proxy is entitled to vote. Voting will take place by proxy and not a show of hands. (d) Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded. (e) A Proxy Form accompanies this Notice. (f) Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstain from voting. Imagion Biosystems Limited | Notice of Annual General Meeting | Page 6 (g) If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company. (h) The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act. (i) If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form. (j) The Proxy Form (together with any relevant authority) must be received by no later than 10.00am (Melbourne time) on Monday, 23 May 2022 before the time scheduled for the commencement of the meeting (or any adjournment of that meeting). (k) The completed Proxy Form may be lodged as follows:     (l) 5. Online: http://www.votingonline.com.au/ibxagm2022 By fax: + 61 2 9290 9655 By mail: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia In person: Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 Australia The Chairman of the meeting intends to vote all available proxies in favour of all Resolutions. Proxy voting by the Chairman The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters. However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a Proxy Form that authorises the Chairman of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chairman to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chairman of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the Proxy Form. The Chairman of the Meeting intends to vote all available undirected proxies in favour of each item of business. If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote Resolution 1, he or she will not vote your proxy on those resolutions. 6. Corporate Representative Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting. Imagion Biosystems Limited | Notice of Annual General Meeting | Page 7 Imagion Biosystems Limited ACN 616 305 027 EXPLANATORY MEMORANDUM This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholders of Imagion Biosystems Limited (Company or Imagion) to be held at 10.00am (Melbourne time) on Wednesday, 25 May 2022. This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed resolutions. Both documents should be read in their entirety and in conjunction with each other. 1. Item 1: Financial and related reports 1.1 Explanation Section 317 of the Corporations Act requires the Company’s financial report, Directors’ report and auditor’s report for the financial year ended 31 December 2021 to be laid before the Company’s Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of Imagion and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2021 Annual Report has been sent only to those Shareholders who have elected to receive a printed copy. A copy of the 2021 Annual Report is available from the Company's website (www.imagionbiosystems.com). The Chairman of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 31 December 2021, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of Company's auditor in relation to the conduct of the audit. 2. Resolution 1: Adoption of Remuneration Report (non-binding resolution) 2.1 Explanation Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2021 Annual Report and is available from the Company's website (www.imagionbiosystems.com). The Remuneration Report:  describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;  sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and  explains the differences between the basis for remunerating Non-Executive Directors and senior executives, including the CEO. The vote on this item is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company. 2.2 Voting Exclusion A voting exclusion statement applies to this resolution, as set out in the Notice. Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 8 2.3 Board Recommendation The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. 2.4 Chairman’s available proxies The Chairman of the Meeting intends to vote all available proxies in favour of this resolution. 3. Resolution 2: Re-Election of Director – Mr Michael Harsh 3.1 Explanation Clause 20.3 of the Company’s Constitution, provides that one third of all existing Directors, excluding the Managing Director, must retire by rotation each annual general meeting. Additionally:  Rule 14.4 of the ASX Listing Rules provides that a Director (other than the Managing Director) must not hold office (without re-election) past the third annual general meeting following the Director's appointment or 3 years, whichever is longer; and  Under Rule 14.5 of the ASX Listing Rules, the Company must hold an election of Directors at each annual general meeting. Mr Michael Harsh retires in accordance with clause 20.3 of the Company’s Constitution and ASX Listing Rule 14.5 and being eligible, offers himself for re-election. 3.2 About Mr Michael Harsh Mr Harsh is a co-founder and Chief Product Officer of Terapede Systems, a digital X-ray startup that focuses on developing an ultra-high resolution medical flat panel X-ray detector. Prior to co-founding Terapede Systems in 2015, Mr Harsh had a 36-year long career with General Electric, including serving as Global Technology Leader – Imaging Technologies at the GE Global Research Center and culminating with him serving as Vice President and Chief Technology of GE Healthcare. Additionally, he serves on the boards of directors of Endra Life Sciences (NASDAQ: NDRA), EmOpti and Compute Health Acquisition Corp (NYSE:CPUH) as well as being a member the Radiological Society of North America ("RSNA"), Research & Education Foundation Board of Trustees. He had previously served as a director for FloDesign Sonics until its acquisition by MilliporeSigma, a division of the Merck Group. Mr. Harsh is a graduate of Marquette University, where he earned a bachelor’s degree in Electrical Engineering. He holds numerous U.S. patents in the field of medical imaging and instrumentation. In 2008, Mr. Harsh was elected to the American Institute for Medical and Biological Engineering College of Fellows for his significant contributions to the medical and biological engineering field. 3.3 If the resolution is not approved If Resolution 2 is not approved, Mr Harsh will retire as a Director following the date of the Meeting. 3.4 Board Recommendation The Board, with Mr Harsh abstaining, recommends that Shareholders vote in favour of this resolution. 3.5 Chairman’s available proxies The Chairman of the Meeting intends to vote all available proxies in favour of this resolution. Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 9 4. Resolution 3: Re-election of Director – Ms Jovanka Naumoska 4.1 Explanation Clause 20.3 of the Company’s Constitution, provides that one third of all existing Directors, excluding the Managing Director, must retire by rotation each annual general meeting. Additionally:  Rule 14.4 of the ASX Listing Rules provides that a Director (other than the Managing Director) must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is longer; and  Under Rule 14.5 of the ASX Listing Rules, the Company must hold an election of directors at each annual general meeting. Ms Jovanka Naumoska retires in accordance with clause 20.3 of the Company’s Constitution and ASX Listing Rule 14.5 and being eligible, offers herself for re-election. 4.2 About Ms Jovanka Naumoska Ms Naumoska is an Australian-qualified corporate lawyer with board-level experience in legal and regulatory issues pertaining to medical imaging technology. Ms Naumoska is currently a non-executive director of Security Matters Limited (ASX:SMX) and serves Australian scientific development organisations in an expert capacity on matters relating to corporate law, business operations, intellectual property development and regulatory compliance. 4.3 If the resolution is not approved If Resolution 3 is not approved, Ms Naumoska will retire as a Director following the date of the Meeting. 4.4 Board Recommendation The Board, with Ms Naumoska abstaining, unanimously recommends that Shareholders vote in favour this resolution. 4.5 Chairman’s available proxies The Chairman of the Meeting intends to vote all available proxies in favour of this resolution. 5. Resolution 4: EIP Capacity 5.1 Explanation The Company seeks Shareholder approval to amend the Employee Incentive Plan (EIP) approved in 2020. Currently, under clause 6(a)(vi) of the EIP, the Company is limited in the offering of awards to 5% of the number of Shares on issue at the time of the offer. Based on the current number of Shares on issue in the Company, the relatively low share price and the 5% limit under the EIP, at the date of this meeting, the Company has issued awards equivalent to 4.9% of the number of shares on issue or 98% of its eligible capacity. The Company is seeking to free up capacity to be able to incentivise and reward key current and future employees who are critical to delivering commercial outcomes and therefore value to shareholders. Imagion Biosystems Limited | Explanatory Memorandum to Notice of Annual General Meeting | Page 10 Accordingly, the Company is proposing to amend clause 6(a)(vi) of the EIP to increase the limit on the number of shares on issue to 10%. The Company is conscious of the labour conditions in the market and typically relies on its EIP to attract top talent. The Company notes that by increasing the limit on the number of Shares on issue at the time of offer, it will be able to make sufficient offers of awards under the EIP t