Announcement PDF Page 1 PURE FOODS TASMANIA LIMITED (ACN 112 682 158) NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Pure Foods Tasmania Limited (ACN 112 682 158) (Company) will be held at the Page Seager Boardroom, Level 2, 179 Murray Street, Hobart, Tasmania on Friday, 27 November 2026 at 11.00am (AEDT). This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay. If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form. Further details in respect of each resolution proposed in this Notice of Meeting are set out in the Explanatory Memorandum accompanying this Notice. The Explanatory Memorandum forms part of this Notice of Meeting. VOTING ENTITLEMENT DATE/TIME: 7:00pm AEDT on Wednesday, 25 November, 2026. Terms and abbreviations used in this Notice are defined in the Definitions section. AGENDA Financial Report, Directors’ Report and Auditor’s Report To receive and consider the Financial Report of the Company and the reports of the Directors and auditor prepared in accordance with the Corporations Act 2001 (Cth) for the financial year ended 30 June 2026. Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders on these reports. Shareholders will be given the opportunity to ask questions or make comments on the reports at the Meeting. Page 2 Resolution 1 – Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following non-binding ordinary resolution: “That the Remuneration Report as contained in the Company’s Annual Report be adopted by Shareholders for the year ended 30 June 2026.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting exclusion applies to this Resolution – see the Explanatory Memorandum. Resolution 2 – Re-election of Mr Ken Fleming as a Director To consider and, if thought fit, to pass the following ordinary resolution: “That Ken Fleming, who retires at this AGM as a Director in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, be re-elected as a Director of the Company.” Details of Ken Fleming are set out in the Explanatory Memorandum to this Notice of Meeting. Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass, with or without amendment, the following special resolution: “That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling 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 on the terms and conditions set out in the Explanatory Memorandum.” Note: A voting exclusion statement may apply to this Resolution – see the Explanatory Memorandum. Resolution 4 – Approval of issue of Shares to Malcolm McAully To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: Page 3 “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Malcolm McAully, or his nominee, of up to 2,435,746 fully paid ordinary Shares at an issue price of $0.022 per Share, in partial satisfaction of $53,586.42 of shareholder loans owing by the Company to Mr McAully as at 30 June 2026, on the terms and conditions set out in the Explanatory Memorandum.” Resolution 5 – Approval of issue of Shares to Robert Knight To consider and, if thought fit, to pass, with or without amendment, the following ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue to Robert Knight, or his nominee, of up to 3,290,818 fully paid ordinary Shares at an issue price of $0.022 per Share, in partial satisfaction of $72,398.00 of shareholder loans owing by the Company to Mr Knight as at 30 September 2026, on the terms and conditions set out in the Explanatory Memorandum.” Resolution 6 – Ratification of prior issue of Shares under Listing Rule 7.4 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 issue by the Company of 15,000,000 Shares on 21 August 2026 under the Company's placement capacity pursuant to ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Memorandum.” Note: A voting exclusion applies to this Resolution – see the Explanatory Memorandum. By Order of the Board Ashlee Lambert Company Secretary Pure Foods Tasmania Limited DATE OF NOTICE – Tuesday 27 October Page 4 PURE FOODS TASMANIA LIMITED ACN 112 682 158 EXPLANATORY MEMORANDUM 1.Introduction This Explanatory Memorandum has been prepared for the information of Shareholders of Pure Foods Tasmania Limited (ACN 112 682 158) (Company) in connection with the resolutions to be considered at the Annual General Meeting to be held at the Page Seager Boardroom, Level 2, 179 Murray Street, Hobart, Tasmania on Friday, 27 November 2026 commencing at 11.00am (AEDT). The purpose of this Explanatory Memorandum is to provide Shareholders with information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting. This Notice and Explanatory Memorandum should be read in their entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting. Section 1 Introduction Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Ken Fleming as a Director Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4 – Approval of issue of Shares to Malcolm McAully Section 8 Resolution 5 – Approval of issue of Shares to Robert Knight Section 9 Resolution 6 – Ratification of prior issue of 15,000,000 Shares under Listing Rule 7.4 Section 10 Definitions Page 5 2. Action to be taken by Shareholders Shareholders should read the Notice of Meeting, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out in the Notice of Meeting. 2.2 Proxies and online voting A Shareholder entitled to attend and vote at the Meeting may appoint a proxy. A proxy need not be a Shareholder. A Shareholder 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. Lodgement of a proxy appointment will not preclude a Shareholder from attending and voting at the Meeting in person, subject to the Corporations Act and the terms of the proxy appointment. A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. An Appointment of Corporate Representative form must be completed, a copy can be downloaded at https://automic.com.au/form/corporate_representative.pdf. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. To vote by proxy, please complete and sign the enclosed Proxy Form and send by: Post: Automic Group, GPO Box 5193, Sydney NSW 2001 Email: meetings@automicgroup.com.au Online: https://singleholding.automic.com.au/login Page 6 To be effective, proxies must be received by 11.00am (AEDT) on Wednesday, 25 November 2026. Proxy forms received after this time will be invalid. 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2026. There is no requirement for Shareholders to formally resolve to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report, which will be available on the Company’s website and through the Company’s ASX announcement platform (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report. In addition to taking questions at the Meeting, Shareholders may submit written questions to the Chair about the management of the Company, or to the Company’s auditor about: a) the preparation and content of the Auditor’s Report; b) the conduct of the audit; c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and d) the independence of the auditor in relation to the conduct of the audit. Written questions to the Company or its auditor must be received by no later than 5.00pm (AEDT) on Friday, 20 November 2026. Questions may be submitted by email to Ashlee@purefoodstas.com, marked for the attention of the Company Secretary, Pure Foods Tasmania Limited. Shareholders should specify whether their question is directed to the Company or the auditor. Page 7 4. Resolution 1 – Remuneration Report 4.1 Background The Remuneration Report for the financial year ended 30 June 2026 is included in the Company’s 2026 Annual Report and sets out the Company’s remuneration arrangements for Key Management Personnel (including Directors). In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with subsection 250R(3) of the Corporations Act, this resolution is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). At the Company’s 2025 Annual General Meeting, the Remuneration Report did not receive a Strike. Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the subsequent annual general meeting, this may result in the re-election of the Board. The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report. This resolution is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of this resolution. If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on this resolution, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in Page 8 accordance with the Chairperson's intention, even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Company values shareholder feedback and the Board and the Board Nomination and Remuneration Committee will take the outcome of the vote into account when considering future remuneration policies. 4.2 Voting exclusion In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person 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 does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. 4.3 Directors’ recommendation The Board unanimously recommend that Shareholders vote FOR this resolution. 5. Resolution 2 – Re-election of Ken Fleming as a Director 5.1 Background Article 7.2(b) of the Company’s Constitution and ASX Listing Rule 14.5 provides there must be an election of Directors at each annual general meeting of the Company. No Director is currently required to resign under the Company’s Constitution. Therefore, clause 7.2(b)(iv) of the Constitution provides that if no person or Director is standing for election or re-election in accordance with the Constitution, any Director may retire and stand for re-election. Accordingly, Page 9 Ken Fleming has offered to retire and stand for re-election. Ken Fleming was appointed to the Board as a Non-Executive Director on 29 July 2015. Mr Fleming was last re-elected as a Director at the Company’s Annual General Meeting held on 24 November 2023. In accordance with article 7.2(a) of the Constitution, Mr Fleming retires at the Meeting and, being eligible, offers himself for re-election. Ken Fleming has extensive experience in capital markets and has held senior roles at Deutsche Bank (Director), James Capel Australia and was Head of Research at Tricom Equities. He has also worked in the Australian public service (Canberra) and held a senior management role (Acting Director), before joining KPMG in Melbourne. After moving to Hobart, he accepted a role as a lecturer in Finance at the University of Tasmania and later became a Director of Tasmanian Oyster Company (nee Shellfish Culture) and TasmaNet (ICT company). He is currently a Director of Castray Capital (corporate advisory business) in addition to his role as a non-executive director of PFT. 5.2 Directors’ recommendation The Board (with Ken Fleming abstaining), unanimously recommends that Shareholders vote FOR this resolution. 6. Resolution 3 – Approval of 10% Placement Facility 6.1 Background ASX Listing Rule 7.1 generally limits the number of Equity Securities that a listed entity may issue or agree to issue without Shareholder approval over a 12-month period to 15% of its issued capital, subject to specified exceptions. ASX Listing Rule 7.1A permits an eligible entity to seek Shareholder approval by special resolution at its annual general meeting for additional placement capacity of up to 10% of its issued capital. The additional capacity is in addition to the Company’s placement capacity under Listing Rule 7.1. Resolution 3 seeks Shareholder approval for the Company to have the additional 10% placement capacity under Listing Rule 7.1A. For the purposes of Listing Rule 7.1A, an eligible entity is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of less than $300 million. Based on the Company's issued share capital of 342,544,604 Shares and a market price of $0.020 per Share, the Company's indicative market capitalisation was approximately $6.85 million as at 8 October 2026. Subject to Page 10 confirmation of its index status and market capitalisation at the date of the Meeting, the Company expects to satisfy the eligibility requirements under Listing Rule 7.1A. 6.2 Effect of Resolution 3 If Resolution 3 is passed, the Company will be able, subject to the Listing Rules and the terms of the approval, to issue Equity Securities under Listing Rule 7.1A in addition to its capacity under Listing Rule 7.1 during the applicable approval period. If Resolution 3 is not passed, the Company will not have the additional placement capacity under Listing Rule 7.1A and will remain subject to its placement capacity under Listing Rule 7.1 and any other applicable exceptions or Shareholder approvals. 6.3 Information required by ASX Listing Rule 7.3A Pursuant to and in accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility. (a) Approval period Subject to Resolution 3 being approved by Shareholders, the Company may issue Equity Securities under the 10% Placement Facility during the period commencing on the date of the Meeting and expiring on the first to occur of: i. the date that is 12 months after the date of the Meeting; ii. the time and date of the Company’s next annual general meeting; and iii. the time and date of approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of the Company’s activities) or ASX Listing Rule 11.2 (disposal of the Company’s main undertaking), or such other period as may be permitted by the ASX Listing Rules. (b) Minimum issue price Equity Securities issued under the 10% Placement Facility must be in an existing quoted class of Equity Securities and issued for cash consideration. The issue price of Equity Securities issued under the 10% Placement Facility must not be less than 75% of the volume weighted average market price for Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: Page 11 i. the date on which the price at which the Equity Securities are to be issued is agreed; or ii. if the Equity Securities are not issued within 10 Trading Days of the date referred to in paragraph (i), the date on which the Equity Securities are issued. (c) Purpose of issues under the 10% Placement Facility The Company may seek to issue Equity Securities under the 10% Placement Facility to raise funds for purposes including: i. general working capital requirements; ii. repayment or reduction of debt; iii. investment in and development of the Company’s existing businesses and assets; iv. the acquisition or development of new businesses, assets or investments; and v. other corporate purposes determined by the Board to be in the interests of the Company. The Company will comply with the applicable disclosure obligations under the ASX Listing Rules in connection with any issue of Equity Securities under the 10% Placement Facility. (d) Risk of economic and voting dilution Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not participate in the relevant issue. If Resolution 3 is approved and the Company issues Equity Securities under the 10% Placement Facility, there is a risk that: i. the market price for the Company’s Equity Securities may be significantly lower on the date of issue than on the date of the Meeting; and ii. the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue. The table below illustrates the potential dilution of existing Shareholders on the basis of the market price of the Company’s Shares and the number of Shares comprising Variable A for the purposes of ASX Listing Rule 7.1A.2 as at 8 October 2026. The table also illustrates: iii. the effect where Variable A increases by 50% and 100%; and Page 12 iv. the effect where the assumed issue price decreases by 50% and increases by 50% from the market price used for the purposes of the table. Variable A Shares issued – 10% voting dilution 50% decrease in issue price $0.010 Issue price $0.020 50% increase in issue price $0.030 Current Variable A – 327,544,604 Shares 32,754,460 $327,545 $655,089 $982,634 50% increase in Variable A – 491,316, 906 Shares 49,131,690 $491,317 $982,634 $1,473,951 100% increase in Variable A – 655,089,208 Shares 65,508,920 $655,089 $1,310,178 $1,965,268 The table was prepared on the following assumptions: i. Variable A is 327,544,604 Shares, being the number of Shares calculated in accordance with ASX Listing Rule 7.1A.2 as at 8 October 2026; ii. the issue price used as the base case is the closing market price of Shares on ASX on 1 October 2026, being $0.020 per Share; iii. the Company issues the maximum number of Equity Securities available under the 10% Placement Facility; iv. the issue consists only of Shares; v. no Options or other convertible securities are exercised or converted into Shares before the relevant issue; vi. the calculations do not show the dilution that any particular Shareholder may experience, which will depend on that Shareholder’s individual holding at the relevant time; and vii. the table does not take into account any additional issues of Equity Securities made under Listing Rule 7.1 or pursuant to another exception or Shareholder approval. Page 13 (e) Allocation policy The Company’s allocation policy for any issue under the 10% Placement Facility will depend on the prevailing circumstances at the time of the proposed issue. The identity of the persons to whom Equity Securities may be issued will be determined on a case- by-case basis having regard to factors including: i. prevailing market conditions; ii. the purpose of the proposed issue; iii. alternative methods of raising funds available to the Company, including methods in which existing Shareholders may participate; iv. the effect of the proposed issue on the control of the Company; v. the financial position and funding requirements of the Company; and vi. advice received from the Company’s corporate, financial and broking advisers, where applicable. The persons to whom Equity Securities may be issued under the 10% Placement Facility have not been determined as at the date of this Notice. They may include existing Shareholders and/or new investors, provided that they are not related parties or associates of related parties of the Company except as otherwise permitted by the ASX Listing Rules. (f) Previous issues under Listing Rule 7.1A.2 The Company has not issued or agreed to issue any Equity Securities under Listing Rule 7.1A.2 during the 12 months preceding the date of the Meeting. Accordingly, there are no issues or agreements to issue Equity Securities requiring disclosure under Listing Rule 7.3A.6. 6.4 Voting exclusion At the date of this Notice, the Company has not approached any existing Shareholder or identifiable class of existing Shareholders to participate in an issue under the 10% Placement Facility. Accordingly, no existing Shareholder’s votes are anticipated to be excluded from voting on Resolution 3. 6.5 Directors’ recommendation The Directors unanimously recommend that Shareholders vote FOR Resolution 3. Page 14 7. Resolution 4 – Approval of issue of Shares to Malcolm McAully 7.1 Background As at 30 June 2026, the Company owed Malcolm McAully an amount of $113,586.42 in respect of shareholder loans. The Company and Mr McAully propose that $53,586.42 of this outstanding amount be satisfied through the issue of fully paid ordinary Shares in the Company rather than repayment in cash. Subject to Shareholder approval, the Company proposes to issue up to 2,435,746 Shares to Mr McAully, or his nominee, at an issue price of $0.022 per Share, resulting in the partial satisfaction of the shareholder loans owing to Mr McAully as at 30 June 2026. The proposed issue would reduce the amount owing by the Company to Mr McAully without requiring the Company to use cash resources to discharge that amount. Approximately $60,000 of the shareholder loans will remain outstanding following the proposed conversion, subject to the treatment of fractional Share entitlements. 7.2 ASX Listing Rule 10.11 Mr McAully falls within Listing Rule 10.11.1 as he is a Director of the Company and therefore a related party of the Company. Any nominee of Mr McAully who receives Shares may constitute an associate of Mr McAully for the purposes of Listing Rule 10.11.4. Accordingly, Shareholder approval is sought under Listing Rule 10.11 for the proposed issue of Shares to Mr McAully or his nominee. If Shareholders approve Resolution 4, the Company will be able to issue the Shares to Mr McAully, or his nominee, on the terms described in this Explanatory Memorandum. If Resolution 4 is not approved, the Company will not proceed with the proposed issue under the terms contemplated by Resolution 4 and the relevant amount will remain owing by the Company, subject to any alternative arrangement subsequently agreed. 7.2.1 Information required by Listing Rule 10.13 Recipient: Malcolm McAully, or his nominee. Page 15 Listing Rule 10.11 category: Mr McAully is a Director of the Company and is therefore a person to whom Listing Rule 10.11.1 applies. Number and class of securities: Up to 2,435,746 fully paid ordinary Shares. Issue date: The Shares will be issued no later than one month after the date of the Meeting. Issue price: $0.022 per Share. Purpose of the issue: The Shares will be issued in partial satisfaction of $53,586.42 of shareholder loans owing by the Company to Mr McAully as at 30 June 2026. No cash funds will be raised from the issue. Material terms: The Shares will rank equally in all respects with the Company's existing fully paid ordinary Shares. The Shares will not be subject to any escrow or voluntary disposal restrictions. There are no other material terms or conditions attaching to the proposed issue. 7.3 Corporations Act – related party considerations Mr McAully is a related party of the Company for the purposes of Chapter 2E of the Corporations Act. The proposed issue of Shares to Mr McAully constitutes the giving of a financial benefit to a related party. The Directors (other than Mr McAully, who has a material personal interest in the proposed issue) have considered the terms of the proposed issue, including the issue price of $0.022 per Share, which is consistent with the Company's August 2026 capital raising and represents a 10% premium to the Company's market share price of $0.020 at the time of their assessment. The Directors have also considered the commercial benefit to the Company of reducing its outstanding shareholder loans without requiring an immediate cash outflow. Page 16 Having regard to these matters and the terms of the proposed transaction, the Directors consider that the proposed issue is on terms that would be reasonable in the circumstances if the Company and Mr McAully were dealing at arm's length. Accordingly, the Directors consider that the exception in section 210 of the Corporations Act applies and that separate Shareholder approval under section 208 is not required. Shareholder approval is nevertheless being sought under ASX Listing Rule 10.11. 7.4 Effect of the proposed issue If Resolution 4 is approved and the Shares are issued: • Mr McAully, or his nominee, will receive up to 2,435,746 Shares at an issue price of $0.022 per Share; • approximately $53,586.42 of the shareholder loans owing by the Company to Mr McAully as at 30 June 2026 will be satisfied, subject to the treatment of fractional Share entitlements; • approximately $60,000 of the shareholder loans will remain outstanding; • the Company will preserve cash that would otherwise be required to repay the converted amount; and • existing Shareholders will experience dilution as a result of the issue of the new Shares. Effect on Mr McAully’s interest and the Company’s capital structure As of 8 October 2026, Mr McAully is understood to have a relevant interest in 6,879,492 Shares, representing approximately 2.01% of the Company's issued share capital, subject to confirmation of his complete relevant interests. Current Following both proposed issues* Shares in which Mr McAully has a relevant interest 6,879,492 9,315,238 Mr McAully's voting power 2.01% 2.67% Page 17 Current Following both proposed issues* Total Shares on issue 342,544,604 348,271,168 New Shares issued to Mr McAully – 2,435,746 Aggregate dilution of existing Shareholders – 1.64% *Assumes that both Resolution 4 and Resolution 5 are approved, all 5,726,564 proposed Shares are issued, and no other Shares are issued or cancelled before completion. The figures remain subject to confirmation of the final conversion amounts, whole-Share rounding treatment and each Director’s relevant interests. 7.5 Voting exclusion The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: a) Malcolm McAully (or his nominee), or any other person 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) any associate of those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: a) a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with directions given to the proxy or attorney t