Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
PINNACLE MINERALS LIMITED
ACN 655 033 677
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 12:00pm (WST)
DATE: 30 November 2026
PLACE: Suite 6, Level 1
389 Oxford Street
MOUNT HAWTHORN WA 6016
The business of the Meeting affects your shareholding and your vote is important.
This Notice 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.
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 Shareholders at
12:00pm (WST) on 28 November 2026.
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B U S I N E S S OF TH E M E E T I N G
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual 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.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, 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, 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 2026.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF MR AHARON (ARI) ZAETZ
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Aharon (Ari) Zaetz, a Director who was appointed casually on
31 March 2026, retires, and being eligible, is elected as a Director.”
3. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is
given for the Company to issue up to that number of Equity Securities equal to 10%
of the issued capital of the Company at the time of issue, calculated in accordance
with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and
conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – CREATION OF NEW CLASS OF SECURITIES – PERFORMANCE SHARES
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of section 246B(1) of the Corporations Act and for all other
purposes, the Company be authorised to create a new class of shares on the terms
and conditions set out in the Explanatory Statement.”
5. RESOLUTION 5 – APPROVAL TO ISSUE CONSIDERATION SHARES TO THE APT VENDORS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue 33,333,333 Shares to the APT Vendors (or their respective
nominees) on the terms and conditions set out in the Explanatory Statement.”
6. RESOLUTION 6 – APPROVAL TO ISSUE CONSIDERATION PERFORMANCE SHARES TO THE APT
VENDORS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, subject to the passing of Resolution 4, for the purposes of Listing Rule 7.1 and
for all other purposes, approval is given for the Company to issue 33,333,333
Performance Shares to the APT Vendors (or their respective nominees) on the terms
and conditions set out in the Explanatory Statement.”
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7. RESOLUTION 7 – APPROVAL TO ISSUE FACILITATION FEE SHARES TO THE JOINT LEAD
MANAGERS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue 3,333,333 Shares to the Joint Lead Managers (or their
respective nominees) on the terms and conditions set out in the Explanatory
Statement.”
8. RESOLUTION 8 – APPROVAL TO ISSUE FACILITATION FEE PERFORMANCE SHARES TO THE JOINT
LEAD MANAGERS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, subject to the passing of Resolution 4, for the purposes of Listing Rule 7.1 and
for all other purposes, approval is given for the Company to issue 3,333,333
Performance Shares to the Joint Lead Managers (or their respective nominees) on
the terms and conditions set out in the Explanatory Statement.”
9. RESOLUTION 9 – APPROVAL TO ISSUE PLACEMENT SHARES AND PLACEMENT OPTIONS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 28,888,889 Shares at an issue price of $0.045 per
Share, together with one (1) free attaching Option for every two (2) Shares
subscribed for and issued, to the Unrelated Placement Participants (or their
nominees), on the terms and conditions set out in the Explanatory Statement.”
10. RESOLUTION 10 – APPROVAL TO ISSUE ADVISER PERFORMANCE RIGHTS
To consider and, if thought fit, to pass, with or without amendment, the following resolution
as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given
for the Company to issue up to 22,000,000 Performance Rights to the Joint Lead
Managers and the Introducers (or their respective nominees) on the terms and
conditions set out in the Explanatory Statement.”
11. RESOLUTION 11 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – MR STEPHEN ROSS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to
issue up to 3,300,000 Performance Rights to Mr Stephen Ross (or his nominee(s))
under the Plan on the terms and conditions set out in the Explanatory Statement.”
12. RESOLUTION 12 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – MR WILLIAM WITHAM
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to
issue up to 6,600,000 Performance Rights to Mr William Witham (or his nominee(s))
under the Plan on the terms and conditions set out in the Explanatory Statement.”
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13. RESOLUTION 13 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – MR AHARON (ARI) ZAETZ
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of section 195(4) and section 208 of the Corporations Act,
Listing Rule 10.14 and for all other purposes, approval is given for the Company to
issue up to 2,200,000 Performance Rights to Mr Aharon (Ari) Zaetz (or his nominee(s))
under the Plan on the terms and conditions set out in the Explanatory Statement.”
14. RESOLUTION 14 – ISSUE OF PERFORMANCE RIGHTS TO PROPOSED DIRECTOR – MR MATTHEW
O’KANE
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, subject to Completion occurring, for the purposes of section 195(4) and
section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue up to 6,600,000 Performance Rights to Mr
Matthew O’Kane (or his nominee(s)) under the Plan on the terms and conditions set
out in the Explanatory Statement.”
15. RESOLUTION 15 – ISSUE OF PERFORMANCE RIGHTS TO PROPOSED DIRECTOR – MR BLAKE
STEELE
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, subject to Completion occurring, for the purposes of section 195(4) and
section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes,
approval is given for the Company to issue up to 2,200,000 Performance Rights to Mr
Blake Steele (or his nominee(s)) under the Plan on the terms and conditions set out
in the Explanatory Statement.”
16. RESOLUTION 16 – APPROVAL OF POTENTIAL TERMINATION BENEFITS UNDER THE PLAN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Part 2D.2 of the Corporations Act (including sections 200B
and 200E), Listing Rule 10.19 and for all other purposes, approval is given for the
giving of benefits under the Plan to any current or future person holding a
managerial or executive office in the Company or a related body corporate in
connection with that person ceasing to hold that office, on the terms and conditions
set out in the Explanatory Statement.”
Dated: 29 October 2026
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Voting Prohibition Statements
Resolution 1 – Adoption of
Remuneration Report
In accordance with sections 250R and 250BD of the Corporations Act, a vote on
this Resolution must not be cast:
(a) by or on behalf of a member of the Key Management Personnel,
details of whose remuneration are included in the Remuneration
Report or a Closely Related Party of such a member, regardless of the
capacity in which the vote is cast; or
(b) as a proxy by a member of the Key Management Personnel at the
date of the Meeting, or their Closely Related Parties.
However, a person (the voter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this
Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly
with the remuneration of a member of the Key
Management Personnel.
Resolution 11 – Issue of
Performance Rights to Director –
Mr Stephen Ross
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 11 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 11 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
Provided the Chair is not a Resolution 11 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 12 – Issue of
Performance Rights to Director –
Mr William Witham
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 12 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 12 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 13 – Issue of
Performance Rights to Director –
Mr Aharon (Ari) Zaetz
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 13 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 13 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
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(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
Provided the Chair is not a Resolution 13 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 14 – Issue of
Performance Rights to Proposed
Director – Mr Matthew O’Kane
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 14 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 14 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
Provided the Chair is not a Resolution 14 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 15 – Issue of
Performance Rights to Proposed
Director – Mr Blake Steele
In accordance with section 224 of the Corporations Act, a vote on this Resolution
must not be cast (in any capacity) by or on behalf of a related party of the
Company to whom the Resolution would permit a financial benefit to be given,
or an associate of such a related party (Resolution 15 Excluded Party). However,
the above prohibition does not apply if the vote is cast by a person as proxy
appointed by writing that specifies how the proxy is to vote on the Resolution
and it is not cast on behalf of a Resolution 15 Excluded Party.
In accordance with section 250BD of the Corporations Act, a person appointed
as a proxy must not vote, on the basis of that appointment, on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
Provided the Chair is not a Resolution 15 Excluded Party, the above prohibition
does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Resolution 16 – Approval of
Potential Termination Benefits
under the Plan
In accordance with section 250BD and section 200E(2A) of the Corporations Act,
a person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Further, in accordance with section 200E(2A) of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of a Relevant
Executive or an associate of a Relevant Executive. However, this does not
prevent a vote being cast by a person as proxy appointed by writing that
specifies how the proxy is to vote on the Resolution, provided it is not cast on
behalf of a Relevant Executive or an associate of a Relevant Executive.
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the
Resolution set out below by or on behalf of the following persons:
Resolution 5 – Approval to Issue
Consideration Shares to the APT
Vendors
The APT Vendors (or their respective nominees) or 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 an associate of that person (or those
persons).
Resolution 6 – Approval to Issue
Consideration Performance
Shares to the APT Vendors
The APT Vendors (or their respective nominees) or 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 an associate of that person (or those
persons).
Resolution 7 – Approval to Issue
Facilitation Fee Shares to the
Joint Lead Managers
The Joint Lead Managers (or their respective nominees) or 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 an associate of that person (or those
persons).
Resolution 8 – Approval to Issue
Facilitation Fee Performance
Shares to the Joint Lead
Managers
The Joint Lead Managers (or their respective nominees) or 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 an associate of that person (or those
persons).
Resolution 9 – Approval to Issue
Placement Shares and
Placement Options
Unrelated Placement Participants (or their nominees) or 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 an associate of that person (or those
persons).
Resolution 10 – Approval to Issue
Adviser Performance Rights
The Joint Lead Managers and the Introducers (or their respective nominees) or
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 an associate of that
person (or those persons).
Resolution 11 – Issue of
Performance Rights to Director –
Mr Stephen Ross
Mr Stephen Ross (or his nominee(s)) or any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 12 – Issue of
Performance Rights to Director –
Mr William Witham
Mr William Witham (or his nominee(s)) or any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme in question or an associate of that person or those persons.
Resolution 13 – Issue of
Performance Rights to Director –
Mr Aharon (Ari) Zaetz
Mr Aharon (Ari) Zaetz (or his nominee(s)) or any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme in question or an associate of that person or those persons.
Resolution 14 – Issue of
Performance Rights to Proposed
Director – Mr Matthew O’Kane
Mr Matthew O’Kane (or his nominee(s)) or any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme in question or an associate of that person or those persons.
Resolution 15 – Issue of
Performance Rights to Proposed
Director – Mr Blake Steele
Mr Blake Steele (or his nominee(s)) or any other person referred to in Listing Rule
10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive
scheme in question or an associate of that person or those persons.
Resolution 16 – Approval of
Potential Termination Benefits
under the Plan
Each Relevant Executive (or their respective nominees) or any officer of the
Company or any of its child entities who is entitled to participate in a termination
benefit, or an associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with the directions given to the proxy or attorney to vote on the Resolution in
that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair
decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is
not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in
accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the
Shareholder appoints two proxies and the appointment does not specify the proportion or
number of the member’s votes, then in accordance with section 249X(3) of the
Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must
vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 8 9426 0666.
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E X PL A N A T O R Y S T A T EM E N T
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt
and consideration of the annual 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.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report
is available on its website at pinnacleminerals.com.au.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a
resolution that the remuneration report to be adopted must be put to the shareholders.
However, such a resolution is advisory only and does not bind the company or the directors
of the company.
The remuneration report sets out the company’s remuneration arrangements for the
directors and senior management of the company. The remuneration report is part of the
directors’ report contained in the annual financial report of the company for a financial
year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general
meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of
another meeting of shareholders to consider the appointment of directors of the company
(Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast
on a remuneration report resolution are voted against adoption of the remuneration report
and at the first of those annual general meetings a Spill Resolution was not put to vote. If
required, the Spill Resolution must be put to vote at the second of those annual general
meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must
convene a shareholder meeting (Spill Meeting) within 90 days of the second annual
general meeting.
All of the directors of the company who were in office when the directors' report (as
included in the company’s annual financial report for the most recent financial year) was
approved, other than the managing director of the company, will cease to hold office
immediately before the end of the Spill Meeting but may stand for re-election at the Spill
Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the
company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the
remuneration report considered at that annual general meeting were less than 25%.
Accordingly, the Spill Resolution is not relevant for this Meeting.
9
3. RESOLUTION 2 – ELECTION OF MR AHARON (ARI) ZAETZ
3.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either
to fill a casual vacancy or as an addition to the existing Directors, but only where the total
number of Directors does not at any time exceed the maximum number specified by the
Constitution.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office
only until the next annual general meeting and is then eligible for election by Shareholders
but shall not be taken into account in determining the Directors who are to retire by
rotation (if any) at that meeting.
Mr Aharon (Ari) Zaetz, having been appointed by other Directors on 31 March 2026 in
accordance with the Constitution, will retire in accordance with the Constitution and
Listing Rule 14.4 and being eligible, seeks election from Shareholders.
Further information in relation to Mr Zaetz is set out below.
Qualifications,
experience and other
material directorships
Mr Zaetz is a Sydney-based solicitor with extensive experience
in corporate law, mergers and acquisitions, and commercial
negotiations. He has advised a range of ASX-listed and private
companies, including those operating in the resources sector,
providing him with a strong understanding of the legal and
transactional aspects of exploration and development
projects. Mr Zaetz currently serves as an Executive Director of
Resolution Minerals Ltd and brings a valuable combination of
legal expertise and commercial acumen to the Pinnacle Board
as the Company continues to assess and execute strategic
opportunities.
Term of office Mr Zaetz has served as a Director since 31 March 2026.
Independence If elected, the Board considers that Mr Zaetz will be an
independent Director.
Other material
information
The Company conducts appropriate checks on the
background and experience of candidates before their
appointment to the Board. These include checks as to a
person’s experience, educational qualifications, ch
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