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Notice of Annual General Meeting 2026
Southern Palladium Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 646 391 899
ASX share code: SPD
JSE share code: SDL
ISIN AU0000220808
(“Southern Palladium” or “the Company”)
Notice of Annual General Meeting 2026
Southern Palladium Limited (ASX: SPD / JSE: SDL) (Southern Palladium or the Company) advises that the
following documents will be distributed to shareholders today, in relation to the Annual General Meeting
to be held at 4:00pm (Sydney time) and 7:00am (South African time) on Monday, 30 November 2026:
• Notice of Annual General Meeting (including the Explanatory Statement);
• Proxy Form; and
• 2026 Annual Report.
The Notice of Annual General Meeting and 2026 Annual Report are available on the Company’s website at
www.southernpalladium.com .
Authorised by the Company Secretary
29 October 2026
JSE Sponsor
Merchantec Capital
For further information, please contact:
Jessica Fertig Roger Baxter Johan Odendaal
Investor Relations Executive Chairman Managing Director
+61 408 855 855 +27 83 779 9277 +27 82 557 6088
ir@southernpalladium.com roger.baxter@southernpalladium.com johan.odendaal@southernpalladium.com
Company Website: www.southernpalladium.com
Notice of Annual General Meeting
and Explanatory Statement
2026 Annual Report:
https://www.southernpalladium.com/investor-centre/annual-reports/
THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
This Notice of Meeting and the accompanying Explanatory Statement
should be read in their entirety.
If, as a Shareholder, you are in doubt as to the course you should follow,
please consult your financial or professional adviser prior to voting.
Notice is hereby given that the Annual General Meeting of the Company will be held on
Monday, 30 November 2026 at 4.00 pm (AEDT)
At: Thomsons, Level 14, 60 Martin Place, Sydney NSW 2000 Australia
The AGM will be a physical meeting and not a hybrid or virtual meeting. Accordingly, no online
participation in the AGM will be possible.
Southern Palladium Limited is an Australian public company - ISIN AU0000220808. The primary
exchange is the Australian Securities Exchange (ASX: SPD). JSE Limited is the secondary
exchange (JSE: SDL).
ITEMS OF BUSINESS
Item 1. Receipt of the Financial Report for the year ended 30 June 2026
To receive and consider the Company's Financial Report, the Directors' Report and the
Auditor's Report for the year ended 30 June 2026.
Note: Except as set out in Resolution 1, there is no requirement for Shareholders to approve
these reports. Accordingly, no resolution will be put to Shareholders on this item of business.
Resolution 1 – Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, the Remuneration Report for the year ended 30 June 2026 be adopted.”
Note: In accordance with the Corporations Act, this resolution is advisory only and does not
bind the Company or the Directors of the Company. The Directors will consider the outcome
of the vote and comments made by Shareholders on the Remuneration Report at the meeting
when reviewing the Company's remuneration policies.
Voting exclusion:
The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a
member of the Key Management Personnel (being those persons described as such in the
Remuneration Report) and a Closely Related Party of such a member. However, the Company need
not disregard a vote if it is cast by a person (including the Key Management Personnel or their Closely
Related Parties) as proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote,
where the Proxy Form does not specify the way the proxy is to vote on this resolution but expressly
authorises the person chairing the meeting to exercise the proxy even if this resolution is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel.
Any undirected proxies held by Directors or other Key Management Personnel or their Closely Related
Parties for the purposes of Resolution 1 (excluding the Chair) will not be voted on Resolution 1.
Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please
ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your
proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chairman's box
on the Proxy Form, you acknowledge that the Chairman of the meeting will vote in favour of this item
of business as your proxy. The Chairman will vote undirected proxies in favour of Resolution 1.
Resolution 2 – Re-elect Mr Mike Stirzaker as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Mike Stirzaker, who retires in accordance with Rule 41 of the Constitution of the
Company and, being eligible, offers himself for re-election, be re-elected as a Director of
the Company.”
Voting exclusion:
There are no voting exclusions on this resolution.
Resolution 3 – Approval of additional 10% Placement Facility
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other
purposes, Shareholders approve the Company having the additional capacity to issue
Equity Securities provided for in ASX Listing Rule 7.1A, on the terms and conditions set
out in the Explanatory Statement.”
Voting exclusion:
If, at the time this approval is sought, the Company is proposing to make an issue of Equity Securities
under ASX Listing Rule 7.1A.2, the Company will disregard votes cast in favour in respect of the
resolution by or on behalf of 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 any of their respective Associates. However, the Company
need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• 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.
At the date of the Notice of Annual General Meeting, the Company has not approached any particular
existing Shareholders or security holders to participate in an issue of the Equity Securities. No existing
Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual
General Meeting.
Resolution 4 – Approval of variation of terms of Performance Rights held by Mr Roger
Baxter (Executive Chairman)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 6.23.4 and 10.14, sections 200B and 200E
of the Corporations Act and for all other purposes, Shareholders approve the variation
of the terms of the 275,229 unvested Performance Rights issued to Mr Roger Baxter (or
his nominee) under the Equity Incentive Plan, being Performance Rights issued under
the approval given by Shareholders at the Company's 2025 Annual General Meeting
held on 28 November 2025, as set out in Schedule 2, on the terms and conditions set
out in the Explanatory Statement.”
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Roger Baxter
or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting and is not an Associate of a person excluded from voting, on the
resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to
the holder to vote in that way.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chairman is not excluded from voting, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the Chairman to exercise the proxy even though this
resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by
marking the box for Resolution 4. By marking the Chairman's box on the Proxy Form, you
acknowledge that the Chairman of the meeting will vote in favour of this item of business as your
proxy. The Chairman will vote undirected proxies in favour of Resolution 4.
Resolution 5 – Approval of variation of terms of Performance Rights held by Mr Johan
Odendaal (Managing Director)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 6.23.4 and 10.14, sections 200B and 200E
of the Corporations Act and for all other purposes, Shareholders approve the variation
of the terms of the 302,752 unvested Performance Rights issued to Mr Johan Odendaal
(or his nominee) under the Equity Incentive Plan, being Performance Rights issued under
the approval given by Shareholders at the Company's 2025 Annual General Meeting
held on 28 November 2025, as set out in Schedule 2, on the terms and conditions set
out in the Explanatory Statement.”
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Johan
Odendaal or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates.
However, the Company need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting and is not an Associate of a person excluded from voting, on the
resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to
the holder to vote in that way.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chairman is not excluded from voting, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the Chairman to exercise the proxy even though this
resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by
marking the box for Resolution 5. By marking the Chairman's box on the Proxy Form, you
acknowledge that the Chairman of the meeting will vote in favour of this item of business as your
proxy. The Chairman will vote undirected proxies in favour of Resolution 5.
Resolution 6 – Approval of variation of terms of Zero Exercise Price Options held by Mr
Mike Stirzaker (Non-Executive Director)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 6.23.4 and 10.14, sections 200B and 200E
of the Corporations Act and for all other purposes, Shareholders approve the variation
of the terms of the 96,330 unvested Zero Exercise Price Options issued to Mr Mike
Stirzaker (or his nominee) under the Equity Incentive Plan, being Zero Exercise Price
Options issued under the approval given by Shareholders at the Company's 2025 Annual
General Meeting held on 28 November 2025, as set out in Schedule 3, on the terms and
conditions set out in the Explanatory Statement.”
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Mike Stirzaker
or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting and is not an Associate of a person excluded from voting, on the
resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to
the holder to vote in that way.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chairman is not excluded from voting, the above prohibition does not apply if:
• the proxy is the Chairman; and
• the appointment expressly authorises the Chairman to exercise the proxy even though this
resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by
marking the box for Resolution 6. By marking the Chairman's box on the Proxy Form, you
acknowledge that the Chairman of the meeting will vote in favour of this item of business as your
proxy. The Chairman will vote undirected proxies in favour of Resolution 6.
Resolution 7 – Approval of variation of terms of Zero Exercise Price Options held by Mr
Robert Thomson (Non-Executive Director)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 6.23.4 and 10.14, sections 200B and 200E
of the Corporations Act and for all other purposes, Shareholders approve the variation
of the terms of the 96,330 unvested Zero Exercise Price Options issued to Mr Robert
Thomson (or his nominee) under the Equity Incentive Plan, being Zero Exercise Price
Options issued under the approval given by Shareholders at the Company's 2025 Annual
General Meeting held on 28 November 2025, as set out in Schedule 3, on the terms and
conditions set out in the Explanatory Statement.”
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Robert
Thomson or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates.
However, the Company need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting and is not an Associate of a person excluded from voting, on the
resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to
the holder to vote in that way.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chairman is not excluded from voting, the above prohibition does not apply if:
• the proxy is the Chairman; and
• the appointment expressly authorises the Chairman to exercise the proxy even though this
resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by
marking the box for Resolution 7. By marking the Chairman's box on the Proxy Form, you
acknowledge that the Chairman of the meeting will vote in favour of this item of business as your
proxy. The Chairman will vote undirected proxies in favour of Resolution 7.
Resolution 8 – Approval of variation of terms of Zero Exercise Price Options held by Mr
Daniel van Heerden (Non-Executive Director)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 6.23.4 and 10.14, sections 200B and 200E
of the Corporations Act and for all other purposes, Shareholders approve the variation
of the terms of the 96,330 unvested Zero Exercise Price Options issued to Mr Daniel van
Heerden (or his nominee) under the Equity Incentive Plan, being Zero Exercise Price
Options issued under the approval given by Shareholders at the Company's 2025 Annual
General Meeting held on 28 November 2025, as set out in Schedule 3, on the terms and
conditions set out in the Explanatory Statement.”
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Daniel van
Heerden or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2
or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting and is not an Associate of a person excluded from voting, on the
resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to
the holder to vote in that way.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chairman is not excluded from voting, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the Chairman to exercise the proxy even though this
resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by
marking the box for Resolution 8. By marking the Chairman's box on the Proxy Form, you
acknowledge that the Chairman of the meeting will vote in favour of this item of business as your
proxy. The Chairman will vote undirected proxies in favour of Resolution 8.
Resolution 9 – Approval of variation of terms of Zero Exercise Price Options held by Ms
Lindi Nkosi-Thomas (Non-Executive Director)
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rules 6.23.4 and 10.14, sections 200B and 200E
of the Corporations Act and for all other purposes, Shareholders approve the variation
of the terms of the 96,330 unvested Zero Exercise Price Options issued to Ms Lindi
Nkosi-Thomas (or her nominee) under the Equity Incentive Plan, being Zero Exercise
Price Options issued under the approval given by Shareholders at the Company's 2025
Annual General Meeting held on 28 November 2025, as set out in Schedule 3, on the
terms and conditions set out in the Explanatory Statement.”
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Ms Lindi Nkosi-
Thomas or any of her Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2
or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• the Chairman 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 Chairman to vote on the resolution as the
Chairman 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:
• the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting and is not an Associate of a person excluded from voting, on the
resolution; and
• the holder votes on the resolution in accordance with directions given by the beneficiary to
the holder to vote in that way.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chairman is not excluded from voting, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the Chairman to exercise the proxy even though this
resolution is connected directly or indirectly with remuneration of a member of the Key
Management Personnel.
If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by
marking the box for Resolution 9. By marking the Chairman's box on the Proxy Form, you
acknowledge that the Chairman of the meeting will vote in favour of this item of business as your
proxy. The Chairman will vote undirected proxies in favour of Resolution 9.
DATES – NOTICE OF AGM
Record date to determine Shareholders who are entitled to 4.00pm AEDT Monday, 26 October 2026
receive the Notice of Meeting
Despatch of Notice of Meeting and announcement on ASX and Thursday, 29 October 2026
SENS
Last day to trade for Shareholders on South African share 5.00pm SA time Tuesday, 17 November 2026
register in order to be entitled to vote at the Meeting
Voting Record Date 7.00pm SA time Friday, 20 November 2026
(JSE share register)
Voting Record Date 7.00pm AEDT Saturday, 28 November 2026
(ASX share register)
Deadline for lodgement of Proxy Forms 5.00pm SA time Thursday, 26 November 2026
(JSE share register)
Deadline for lodgement of Proxy Forms 4.00pm AEDT Saturday, 28 November 2026
(ASX share register)
Annual General Meeting 4.00pm AEDT Monday, 30 November 2026
7.00am SA time
ENQUIRIES
Andrew Cooke
Company Secretary
Southern Palladium Limited
andrew.cooke@southernpalladium.com
ENTITLEMENT TO VOTE
In accordance with the Corporations Act 2001 (Cth) the Board has determined that for the purposes
of the meeting, a person’s entitlement to vote at the meeting will be the entitlement of that person
set out in the Register of Members of the Company at 7.00pm (AEDT time) on Saturday,
28 November 2026 or on the JSE share register at 7.00pm (SA time) on Friday, 20 November
2026. Accordingly, share transfers registered after that time will be disregarded in determining
entitlements to attend and vote at the meeting.
2026 ANNUAL REPORT:
The Annual Report for the year ended 30 June 2026 may be downloaded from the Company’s
website from the homepage: www.southernpalladium.com or by accessing the following link:
https://www.southernpalladium.com/investor-centre/annual-reports/
HOW TO VOTE:
You may vote in one of two ways:
• attending the meeting and voting in person (if a corporate Shareholder, by
representative); and
• voting by proxy (see below on how to vote by proxy).
To vote in person, attend the meeting on the date and at the time and place set out above.
PROXIES:
• Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the
steps set out on the Proxy Form attached.
• A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy or not more
than two proxies to attend and vote instead of the Shareholder.
• Where two proxies are appointed:
(i) a separate Proxy Form should be used to appoint each proxy;
(ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may
exercise, and if it does not do so the proxy may exercise half of the votes.
• A Shareholder can appoint any other person to be their proxy. A proxy need not be a
Shareholder. The proxy appointed can be described in the Proxy Form by an office held e.g. “the
Chairman of the Meeting”.
• In the case of Shareholders who are individuals, the Proxy Form must be signed:
(i) if the Shares are held by one individual, by that Shareholder;
(ii) if the Shares are held in joint names, by any one of them.
• In the case of Shareholders who are companies, the Proxy Form must be signed:
(i) if it has a sole director who is also sole secretary, by that director (and stating the fact next
to, or under the signature on the Proxy Form);
(ii) in the case of any other company by either two directors or a director and secretary.
The use of the common seal of the company, in addition to those required signatures, is optional.
• If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a
company outside those referred to above but authorised to sign the Proxy Form, the power of
attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be
received by the Company by the time and at the place specified below.
• A Proxy Form accompanies this notice. To be effective, your Proxy Form must be received by
the Company no later than 48 hours before the time of the Meeting. Complete and lodge the
Proxy Form with the Company at the address or facsimile number specified below, along with
any power of attorney or notarially certified copy of a power of attorney (if the Proxy Form is
signed pursuant to a power of attorney), by no later than:
4.00 pm (Sydney time), Saturday 28 5.00 pm (SA time), Thursday 26
November 2026 for ASX share register November 2026 for JSE share register
To:
Southern Palladium Limited Southern Palladium Limited
C/- Computershare Investor Services C/- Computershare Investor Services Pty
Pty Ltd Ltd
GPO Box 242 Private Bag X9000,
MELBOURNE VIC 3001, Australia Saxonwold, 2132, South Africa
Or by facsimile 1800 783 447 (within Email: Proxy@Computershare.co.za
Australia) or +61 3 9473 2555 (outside
Australia)
The Proxy Form and the power of attorney (if any) under which it is signed (or a certified copy of it)
must be received at the Company’s Share Registry at least 48 hours before the commencement of
the Annual General Meeting or any adjournment of that Meeting.
CORPORATE REPRESENTATIVES
A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint
an individual to act as its representative 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 the authority under which it is signed.
Dated the 28th day of October 2026.
By order of the Board
Andrew J. Cooke
Company Secretary
EXPLANATORY STATEMENT
ITEM 1: Financial Report – Year ended 30 June 2026
The Corporations Act requires the Financial Report (which includes the financial statements
and the Directors’ Declaration), the Directors’ Report and the Auditor’s Report to be tabled for
discussion at the AGM. There is no requirement either in the Corporations Act or in the
Constitution for Shareholders to approve the Financial Report, the Directors’ Report or the
Auditor’s Report. Shareholders attending the AGM will be given a reasonable opportunity to
ask questions about, or make comments on, these reports.
This item of business provides Shareholders with an opportunity to ask questions concerning
or make comments on the Company’s financial statements and reports for the financial year
ended 30 June 2026 and the Company’s performance generally.
A representative of the Auditor (BDO Audit Pty Ltd) will be attending the AGM.
As a Shareholder, you are entitled to submit a written question to the Auditor prior to the AGM
provided that the question relates to:
• the content of the Auditor’s Report; or
• the conduct of the audit in relation to the Financial Report.
All written questions must be received by the Company no later than 23 November 2026. All
questions must be sent to the Company by email to andrew.cooke@southernpalladium.com
and may not be sent directly to the Auditor. The Company will then forward all relevant
questions to the Auditor. The Auditor will answer written questions submitted prior to the AGM.
The Auditor will also answer questions at the meeting from Shareholders relevant to:
• the conduct of the audit;
• the preparation and content of the Auditor’s Report;
• the accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
• the independence of the Auditor in relation to the conduct of the audit.
1. RESOLUTION 1: Remuneration Report
The Directors’ Report for the financial year ended 30 June 2026 contains a Remuneration
Report which sets out the policy on remuneration of the Directors of the Company and specified
executives of the Company.
Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration
Report must be put to the vote at the annual general meeting. The Corporations Act expressly
provides that the vote is advisory only and does not bind the Directors of the Company.
Notwithstanding the non-binding nature of the vote, the Directors will take note of the outcome
of the vote when considering future remuneration matters.
Members attending the AGM will be given a reasonable opportunity to ask questions about, or
make comments on, the Remuneration Report.
Under sections 250U and 250V of the Corporations Act, if at least 25% of the votes cast on
Resolution 1 are against the adoption of the relevant remuneration report at two consecutive
annual general meetings (with a 25% or more vote 'against' commonly referred to as a "first
strike" or "second strike"), the Company will be required to put to Shareholders a resolution at
the later of those annual general meetings proposing that an extraordinary general meeting
(Spill Meeting) be called to consider the election of Directors of the Company (Spill
Resolution). The Spill Meeting must be held within 90 days of the date of the second annual
general meeting. For a Spill Resolution to be passed, more than 50% of the votes cast on the
resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than
any Managing Director) will cease to hold office immediately before the end of the Spill Meeting
unless re-elected at that meeting.
At the Company’s 2025 Annual General Meeting, a “first strike” was not recorded in respect of
the Remuneration Report. Accordingly, a Spill Resolution is not relevant for this Meeting.
Recommendation
The Directors abstain, in the interests of good corporate governance, from making a
recommendation in relation to Resolution 1.
Subject to the voting exclusions set out in the Notice of Meeting, the Chairman of the Meeting
intends to vote undirected proxies in favour of Resolution 1.
2. RESOLUTION 2: Re-Election of Mr Mike Stirzaker as a Director
2.1 ASX Listing Rules 14.4, 14.5 and the Constitution of the Company
ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-
election) past the third annual general meeting following the director’s appointment or 3 years,
whichever is longer. This rule does not apply to the Managing Director.
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of
directors at each annual general meeting.
The provisions of Clause 41 of the Company’s Constitution provide that any Director who is
not the Managing Director, who holds office for a continuous period in excess of three years
or until the third annual general meeting following the Director's appointment or election,
whichever is longer, must submit for re-election.
Out of the current Directors who may be required to retire by rotation, Mr Mike Stirzaker has
held office for the longest period of time since his last election (which occurred at the
Company’s 2023 AGM on 28 November 2023).
Accordingly, in accordance with clause 41 of the Constitution and ASX Listing Rule 14.5, Mr
Stirzaker will retire by rotation and, being eligible, offers himself for re-election as a Director.
2.2 Key Information relating to Mr Mike Stirzaker – Lead Independent Non-Executive
Director
Mike Stirzaker brings more than 40 years’ experience in mining finance and investment. A
Chartered Accountant, he has held senior roles including Joint Managing Director of RFC
Group, Partner at Tennant Metals, Finance Director of Finders Resources and Partner at
Pacific Road Capital, a private equity mining fund. Mike currently serves as an Independent
Non-Executive Director of both Energy Fuels Inc and of Firestone Diamonds Ltd. He was
Interim Chair of Southern Palladium from May to December 2023.
Mr Stirzaker was first appointed as a Director on 4 December 2020. He is the Lead
Independent Non-Executive Director, Chairman of the Audit and Risk Committee and a
member of the Nomination and Remuneration Committee.
2.3 Recommendation
The Directors (other than Mr Stirzaker) recommend that Shareholders vote in favour of
Resolution 2.
The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.
3. RESOLUTION 3 – Approval of Additional 10% Placement Facility
3.1 Background
The Company is seeking Shareholder approval by way of a special resolution to have the
ability to issue Equity Securities under the 10% Placement Facility to provide the Company
with additional flexibility to issue Equity Securities in appropriate circumstances. The exact
number of Equity Securities to be issued under the 10% Placement Facility will be determined
in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (described further below).
3.2 ASX Listing Rule 7.1 and 7.1A
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the
amount of Equity Securities that a listed company can issue without the approval of its
Shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on
issue at the start of that period.
Under ASX Listing Rule 7.1A, an eligible entity can seek approval from its members by way of
a special resolution passed at its annual general meeting, to increase this 15% limit by an extra
10% to 25% for the 12 months following that meeting. The Company obtained approval under
ASX Listing Rule 7.1A to increase its 15% limit by an extra 10% to 25% at its most recent
Annual General Meeting on 28 November 2025 (the 10% Placement Facility).
Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have
the 10% Placement Facility.
If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the
combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder
approval.
If Resolution 3 is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing
Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without
Shareholder approval set out in ASX Listing Rule 7.1.
3.3 Further requirements of ASX Listing Rule 7.1A
10% Placement Period
Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from
the date of the annual general meeting at which the approval is obtained and expires on the
first to occur of the following:
• the date that is 12 months after the date of the annual general meeting at which the
approval is obtained (which, in the case of Resolution 3 will be 30 November 2027);
• the time and date of the Company’s 2027 annual general meeting; or
• the date of the approval by holders of ordinary securities of a transaction under ASX
Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2
(disposal of main undertaking),
(“10% Placement Period”).
Class of Equity Securities issued under ASX Listing Rule 7.1A
Any Equity Securities issued under the 10% Placement Facility must be in the same class as
an existing quoted class of Equity Securities of the Company. The Company currently has only
one class of quoted Equity Securities on issue being Shares (ASX Code: SPD).
Issue price of Equity Securities issued under ASX Listing Rule 7.1A.3
The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than
75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days
immediately before:
• the date on which the price at which the Equity Securities are to be issued is agreed by
the entity and the recipient of the securities; or
• if the Equity Securities are not issued within 10 Trading Days of the date in the
paragraph above, the date on which the Equity Securities are issued,
(the “Minimum Price”).
ASX Listing Rule 7.1A.4
The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 when
it issues Equity Securities under ASX Listing Rule 7.1A.
Formula for calculating 10% Placement Facility
As at 15 October 2026, the Company had 132,328,911 Shares on issue (“A” in the formula
below) and therefore, subject to Shareholder approval being obtained under Resolution 3,
based on current circumstances 13,232,891 Shares will be permitted to be issued in
accordance with ASX Listing Rule 7.1A. The number of Shares that may be issued is
calculated in accordance with the following formula:
(A x D) – E
A is the number of fully paid ordinary securities on issue at the commencement of 12
months immediately preceding the date of issue or agreement to issue (the
relevant period):
• plus the number of fully paid ordinary securities issued in the relevant period
under an exception in rule 7.2 other than exception 9, 16 or 17;
• plus the number of fully paid ordinary securities issued in the relevant period
on the conversion of convertible securities within rule 7.2 exception 9 where:
• the convertible securities were issued or agreed to be issued before
the commencement of the relevant period; or
• the issue of, or agreement to issue, the convertible securities was
approved, or taken under these rules to have been approved, under
rule 7.1 or rule 7.4;
• plus the number of fully paid ordinary securities issued in the relevant period
under an agreement to issue securities within rule 7.2 exception 16 where:
• the agreement was entered into before the commencement of the
relevant period; or
• the agreement or issue was approved, or taken under these rules to
have been approved, under rule 7.1 or rule 7.4;
• plus the number of any other fully paid ordinary securities issued in the
relevant period with approval under rule 7.1 or rule 7.4. This does not include
an issue of fully paid shares under the entity’s 15% placement capacity
without Shareholder approval;
• plus the number of partly paid ordinary securities that became fully paid in
the relevant period; and
• less the number of fully paid ordinary securities cancelled in the relevant
period.
Note that ‘A’ has the same meaning in ASX Listing Rule 7.1 when calculating an entity's
15% placement capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under ASX Listing
Rule 7.1A.2 in the relevant period where the issue or agreement has not been
subsequently approved by the holders of its ordinary securities under ASX Listing
Rule 7.4;
Shareholders should note that the calculation of the number of Equity Securities permitted to
be issued under the 10% Placement Facility is a moving calculation and will be based on the
formula set out in ASX Listing Rule 7.1A.2 at the time of issue of the Equity Securities.
3.4 Specific information required by ASX Listing Rule 7.3A
Pursuant to ASX Listing Rule 7.3A, the following information is provided in relation to
Resolution 3.
ASX Listing Rule Information
7.3A requirement
A statement of the If Shareholder approval is granted for Resolution 3, that approval will expire
period for which the at the end of the 10% Placement Period as further described above.
approval will be valid
(as set out in rule
7.1A.1) (7.3A.1):
A statement of the The Equity Securities will be issued at an issue price of not less than the
minimum price at Minimum Price as described further above.
which the Equity
Securities may be
issued under rule
7.1A.2 (as set out in
rule 7.1A.3) (7.1A.2):
A statement of the The Company may seek to issue the Equity Securities for cash consideration,
purposes for which in order to raise funds to support advancement of the DFS and near-term mine
the funds raised by an development activities at the Bengwenyama PGM project, to expedite
issue of Equity development of the Bengwenyama PGM project and for general working
Securities under rule capital.
7.1A.2 may be used
(7.1A.3)
A statement of the risk Shareholders should be aware that there is a risk of economic and voting
of economic and dilution that may result from an issue of Equity Securities under the 10%
voting dilution to Placement Facility, including the risk that:
existing ordinary
security holders that • the market price for Equity Securities may be significantly lower on the
may result from an date of the issue than on the date of the meeting where approval is
issue of Equity sought (i.e. the date of this Meeting); and
Securities under rule • the Equity Securities may be issued at a price that is at a discount to
7.1A.2, including the the market price on the issue date,
risk that:
• the market which may have an effect on the amount of funds raised by the issue of Equity
price for Equity Securities under the 10% Placement Facility.
Securities in
that class may Any issue of Equity Securities under the 10% Placement Facility will dilute the
be significantly interests of Shareholders who do not receive any Equity Securities under the
lower on the issue.
issue date
than on the The table below shows the potential dilution of existing Shareholders
date of the calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2
approval on the basis of the market price of Shares (being $1.78 as at close of trade
under rule on 14 October 2026 (Issue Price)) and the current number of Shares on issue
7.1A; and as at that date.
• the Equity
Securities may The table also shows the voting dilution impact where the number of Shares
be issued at a on issue (variable A in the formula) changes and the economic dilution where
price that is at there are changes in the issue price of Shares issued under the 10%
a discount to Placement Facility.
the market
price for those Variable ‘A’ Number of Dilution
Equity Shares
Securities on issued and $0.89 $1.78 $3.56
the issue date. funds Issue Price Issue Price Issue Price
raised under at half the at current at double
This statement must the current market the current
be accompanied by a Additional market price market
table describing the 10% price price
potential dilution of Placement
existing ordinary Capacity
security holders on and dilution
the basis of at least effect
three different -------------------------------------------------------------------------
assumed prices and Current Variable ‘A’ Shares 13,232,891 13,232,891 13,232,891
values for the variable 132,328,911 issued
"A" in the formula in Shares Funds $11,777,273 $23,554,546 $47,109,092
rule 7.1A.2, including raised
at least one example Dilution 10% 10% 10%
that assumes that "A"
is double the number 50% increase in Shares 19,849,337 19,849,337 19,849,337
of fully paid ordinary Current Variable ‘A’ issued
securities on issue at 198,493,367 Funds $17,665,910 $35,331,819 $70,663,638
the time of the Shares raised
approval under rule Dilution 10% 10% 10%
7.1A and that the price
of fully paid ordinary 100% increase in Shares 26,465,782 26,465,782 26,465,782
securities has fallen Current variable ‘A’ issued
by at least 50%. 264,657,822 Funds $23,554,546 $47,109,092 $94,218,185
(7.3A.4): Shares raised
Dilution 10% 10% 10%
The table also shows:
• two examples where variable “A” has increased, by 50% and 100%.
Variable “A” is based on the number of Shares the Company has on
issue as at the date of this Notice of Meeting. The number of Shares
on issue may increase as a result of issues of ordinary securities that
do not require Shareholder approval, for example, a pro rata
entitlement offer or future specific placements under ASX Listing Rule
7.1 that are approved at a future Shareholders’ meeting; and
• two examples of where the issue price of Shares has decreased by
50% and increased by 100% as against the Issue Price.
The table above has been prepared on the following additional assumptions:
• the Company issues the maximum number of Shares available under
the 10% Placement Facility; and
• the table shows only the effect of issues of Shares under ASX Listing
Rule 7.1A, not under the 15% placement capacity under ASX Listing
Rule 7.1.
Details of the eligible The allottees of the Equity Securities to be issued under the 10% Placement
entity's allocation Facility have not yet been determined. However, the allottees could consist of
policy for issues under current Shareholders or new investors (or both).
rule 7.1A.2 in the 12
months preceding the The identity of the allottees of Equity Securities will be determined on a case-
date of the meeting: by-case basis having regard to a range of factors including:
(a) the total number of • the purpose of the issue;
Equity Securities • the methods of raising funds that are available to the Company,
issued or agreed including but not limited to, a rights issue or other issue in which existing
to be issued under security holders can participate;
rule 7.1A.2 in that • the effect of the issue of the Equity Securities on the control of the
12-month period Company;
and the • the circumstances of the Company, including the financial situation and
percentage they solvency of the Company;
represent of the • the ASX Listing Rules and applicable law;
total number of • prevailing market conditions; and
Equity Securities • advice from corporate, financial and broking advisers (if applicable).
on issue at the
commencement of (a) No Equity Securities were issued or agreed to be issued on rule 7.1A.12
that 12 month in the 12 months preceding the date of the meeting (being 30 November
period; 2026)
(b) for each such
issue:
• the names of
the persons to
whom the
entity issued
or agreed to
issue the
securities or
the basis on
which those
persons were
identified or
selected;
• the number
and class of
Equity
Securities
issued or
agreed to be
issued;
• the price at
which the
Equity
Securities
were issued or
agreed to be
issued and the
discount (if
any) that the
issue price
represented to
closing market
price on the
date of the
issue or
agreement;
and
• the total cash
consideration
received or to
be received by
the entity, the
amount of that
cash that has
been spent,
what it was
spent on, and
what is the
intended use
for the
remaining
amount of that
cash (if any),
and, if the eligible
entity has agreed
before that 12
month period to
issue any Equity
Securities under
rule 7.1A.2 but as
at the date of the
meeting not yet
issued those
Equity Securities,
a statement giving
all material details
of that agreement
and an
explanation why
the Equity
Securities have
not yet been
issued (7.3A.6):
If at the time of A voting exclusion statement is included in the Notice of Meeting.
dispatching the notice
the entity is proposing
to make an issue of
Equity Securities
under rule 7.1A.2, a
voting exclusion
statement (7.3A.7)
3.5 Recommendation
Resolution 3 is a special resolution, requiring approval of 75% of the votes cast by
Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a
corporate Shareholder, by a corporate representative) in order to be passed.
The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.
4. RESOLUTIONS 4 – 9 – Approval of variation of terms of Performance Rights and Zero
Exercise Price Options
4.1 Background
At the Company’s 2025 Annual General Meeting held on 28 November 2025, Shareholders
approved, for the purposes of ASX Listing Rule 10.14 and sections 200B and 200E of the
Corporations Act, the issue of Performance Rights and Zero Exercise Price Options (ZEPOs)
under the Equity Incentive Plan as follows:
• up to 275,229 Performance Rights to Mr Roger Baxter (or his nominee);
• up to 302,752 Performance Rights to Mr Johan Odendaal (or his nominee);
• up to 96,330 Zero Exercise Price Options to Mr Mike Stirzaker (or his nominee);
• up to 96,330 Zero Exercise Price Options to Mr Robert Thomson (or his nominee);
• up to 96,330 Zero Exercise Price Options to Mr Daniel van Heerden (or his nominee);
and
• up to 96,330 Zero Exercise Price Options to Ms Lindi Nkosi-Thomas (or her nominee).
The Performance Rights and ZEPOs were issued on 8 December 2025.
Each Performance Right entitles the holder, on vesting and exercise, to one Share for nil
consideration. Under the terms of issue approved by Shareholders, the Performance Rights
vest in tranches when the following Milestone Performance Conditions are satisfied, provided
the recipient continues in service as a Director:
Milestone Performance Conditions Percentage of Performance Rights to
Vest upon satisfaction of Milestone
Performance Conditions
Independent Peer and Board approval of 10%
Definitive Feasibility Study
Obtain all permits, licenses and approvals 15%
needed for Stage 1 construction
Concentrate /Offtake(s) / strategic prepay on 15%
value terms as required for Stage 1
Stage 1 Financing package secured 15%
(debt/equity/partner)
Stage 1 Financial Investment Decision (FID) 15%
Decline constructed to UG2 orebody 15%
Stage 1 Construction – commencement and 15%
early progress
The ZEPOs were issued to the Non-Executive Directors as their service rights in lieu of a
portion of their fixed Directors' fees. The ZEPOs vest with time served as a Director of the
Company and are not based on any performance measure.
As at the date of this Notice, the Performance Rights and some of the ZEPOs (excluding those
that have already vested) remain unvested (Unvested Equity Securities).
Upon review of the terms of the Performance Rights and ZEPOs, the Company noted the
inadvertent omission of a material term of the Performance Rights and ZEPOs. In particular,
neither the Plan Rules nor the terms of issue of the Performance Rights or ZEPOs provide for
the automatic vesting of the Performance Rights or ZEPOs on the occurrence of a change of
control. The general discretion in clause 10.2 of the Plan Rules is not a specific change of
control vesting provision of the kind contemplated by ASX. Accordingly, the Company is
seeking Shareholder approval to amend the terms of the Performance Rights and ZEPOs to
provide for accelerated vesting of the Unvested Equity Securities.
4.2 Purpose of Resolutions 4-9
Resolutions 4-9 seek Shareholder approval, for the purposes of ASX Listing Rules 6.23.4 and
10.14, sections 200B and 200E of the Corporations Act and for all other purposes, for:
• the variation of the terms of the Unvested Equity Securities so that, subject to the
Board’s determination, the Board may, in its discretion, accelerate their vesting
following the occurrence of a Control Event (whether or not the applicable Milestone
Performance Conditions or service conditions have been satisfied), on the terms set
out in paragraph 4A of Schedule 2 (Performance Rights) and paragraph 4A of Schedule
3 (ZEPOs); and
• the issue of Shares to Mr Baxter (or his nominee), Mr Odendaal (or his nominee), Mr
Stirzaker (or his nominee), Mr Thomson (or his nominee), Mr van Heerden (or his
nominee) and Ms Nkosi-Thomas (or her nominee) on the exercise of the Unvested
Equity Securities.
If Resolutions 4-9 are passed, the Board may, following the occurrence of a Control Event,
determine that all or some of the Unvested Equity Securities held by the relevant Director vest.
On the exercise of the Unvested Equity Securities that vest, and assuming all of them vest, the
following Shares may be issued:
• 275,229 Shares to Mr Roger Baxter (or his nominee);
• 302,752 Shares to Mr Johan Odendaal (or his nominee);
• 96,330 Shares to Mr Mike Stirzaker (or his nominee);
• 96,330 Shares to Mr Robert Thomson (or his nominee);
• 96,330 Shares to Mr Daniel van Heerden (or his nominee); and
• 96,330 Shares to Ms Lindi Nkosi-Thomas (or her nominee).
If a Resolution is not passed, the Unvested Equity Securities the subject of that Resolution will
remain on issue on their existing terms, including the Milestone Performance Conditions (in
the case of the Performance Rights) and the service-based vesting conditions (in the case of
the ZEPOs), and will continue to be subject to the lapse provisions of the Plan Rules and their
terms of issue.
Resolutions 4-9 are ordinary resolutions. Any accelerated vesting will occur only if a Control
Event occurs and the Board, in its discretion, determines that the Unvested Equity Securities
(or some of them) vest. Accelerated vesting is not conditional on, and will not be triggered by,
the relevant Director ceasing to hold office. The Board intends to make any such determination
promptly following the Control Event so that the relevant Directors may exercise their Unvested
Equity Securities (as they will have become vested) and participate in the relevant scheme of
arrangement or takeover bid on the same terms as other Shareholders.
4.3 Overview of regulatory approval requirements
(a) ASX Listing Rules requirements – ASX Listing Rule 6.23.4
ASX Listing Rule 6.23.4 provides that a change to the terms of options which is not prohibited
under ASX Listing Rule 6.23.3 can only be made if holders of ordinary securities approve the
change, and the notice of meeting must include a voting exclusion statement. ASX applies
Listing Rule 6.23 to performance rights. Waiving the vesting conditions of the Unvested Equity
Securities does not reduce the exercise price, increase the period for exercise or increase the
number of securities received on exercise. It is therefore not prohibited by ASX Listing Rule
6.23.3, but requires Shareholder approval under ASX Listing Rule 6.23.4.
(b) ASX Listing Rules requirements – ASX Listing Rule 10.14
ASX Listing Rule 10.14 requires Shareholder approval where a company issues, or agrees to
issue, securities under an employee incentive scheme to a director of the company (Listing
Rule 10.14.1), an Associate of a director (Listing Rule 10.14.2), or a person whose relationship
with the company, director or Associate of the director is, in ASX's opinion, such that approval
should be obtained (Listing Rule 10.14.3). The Unvested Equity Securities were issued in
reliance on the approval given under ASX Listing Rule 10.14 at the 2025 Annual General
Meeting, on the basis of the terms (including the Milestone Performance Conditions) disclosed
in the 2025 notice of meeting. As the proposed acceleration of vesting on the occurrence of a
Control Event is a material change to those terms, the Company is seeking fresh approval
under ASX Listing Rule 10.14 for the Unvested Equity Securities as varied, and for the issue
of Shares on their exercise. As approval is sought under ASX Listing Rule 10.14, approval is
not required under ASX Listing Rule 7.1 (ASX Listing Rule 7.2, Exception 14) or ASX Listing
Rule 10.11 (ASX Listing Rule 10.12, Exception 8).
(c) ASX Listing Rules requirements – ASX Listing Rules 10.18 and 10.19
ASX Listing Rule 10.18 provides that an entity must ensure that no officer of the entity will be
entitled to termination benefits (or any increase in them) if a change occurs in the shareholding
or control of the entity. Shareholders cannot approve a benefit prohibited by ASX Listing Rule
10.18. The accelerated vesting the subject of Resolutions 4-9 is a discretionary vesting of the
Unvested Equity Securities following a Control Event while the relevant Director remains in
office. It is not a benefit given in connection with the Director ceasing to hold office and is not
conditional on, or triggered by, the Director's termination or retirement. Accordingly, the
Company does not consider the accelerated vesting to be a termination benefit for the
purposes of ASX Listing Rule 10.18. If a Director subsequently ceases to hold office, the
Company will ensure that any termination benefits given to that Director comply with ASX
Listing Rules 10.18 and 10.19. ASX Listing Rule 10.19 provides that, without the approval of
holders of ordinary securities, an entity must ensure that no officer will be, or may be, entitled
to termination benefits if the value of those benefits and the termination benefits that are or
may become payable to all officers together exceed 5% of the equity interests of the entity as
set out in its latest accounts given to ASX.
(d) Corporations Act requirements – Sections 200B and 200E of the Corporations Act
The Corporations Act restricts the benefits that can be given to persons who hold a "managerial
or executive office" (as defined in the Corporations Act) in connection with their retirement from
office. Under sections 200B and 200E, a company may only give such a person a benefit in
connection with their retirement from a managerial or executive office in the company or a
related body corporate if the benefit is approved by shareholders or an exemption in the
Corporations Act applies. The term "benefit" is defined broadly and may include the
accelerated vesting of the Unvested Equity Securities. Mr Baxter, Mr Johan Odendaal, Mr Mike
Stirzaker, Mr Robert Thomson, Mr Daniel van Heerden and Ms Lindi Nkosi-Thomas hold a
managerial or executive office in the Company. If the Directors cease to hold office, the
accelerated vesting of the Unvested Equity Securities may be a benefit given in connection
with their retirement from office. Accordingly, the Company is seeking Shareholder approval
under sections 200B and 200E of the Corporations Act.
For the purposes of section 200E of the Corporations Act, the value of the benefit cannot be
ascertained at the date of this Notice. The matters, events and circumstances that will, or are
likely to, affect the calculation of that value are: the number of Unvested Equity Securities that
vest; the market price of Shares at the time of vesting or of the Directors ceasing office; any
determination of the Board; and the date on which the Directors ceases office. For example, if
all 275,229 Performance Rights approved at the 2025 Annual General Meeting for Roger
Baxter vested at the closing Share price of $1.66 on 16 October 2026, their value would be
approximately $456,880. The value will be higher if the Share price is higher at the relevant
time, including following the announcement of any control proposal. Under section 200E(2A)
of the Corporations Act, Mr Baxter and his Associates must not vote on Resolution 4.
(e) Corporations Act requirements – Chapter 2E of the Corporations Act
Under Chapter 2E of the Corporations Act, for a public company to give a financial benefit to
a related party of the public company, the public company must:
• obtain the approval of the public company's members in the manner set out in sections
217 to 227 of the Corporations Act; and
• give benefits within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216
of the Corporations Act.
The issue of Shares constitutes giving a financial benefit and the Directors are related parties
of the Company.
It is the view of the Board that the exception set out in section 211(1) (allowing the giving of a
financial benefit that is reasonable remuneration) applies in the circumstances. Accordingly,
Shareholder approval is not sought under Chapter 2E.
4.4 Specific information required by ASX Listing Rule 10.15
For the purposes of ASX Listing Rule 10.15, the following information is provided in relation to
Resolutions 4 to 9.
ASX Listing Rule Information
10.15 requirement
Name of the person Mr Roger Baxter, Mr Johan Odendaal, Mr Mike Stirzaker,
(10.15.1): Mr Robert Thomson, Mr Daniel van Heerden and Ms Lindi
Nkosi-Thomas or their nominees.
Which category in 10.14.1 – The proposed recipients of the Employee Incentives
rules 10.14.1 – are Directors of the Company.
10.14.3 the person
falls within and why
(10.15.2):
Number and class of Subject always to the terms of the Plan, the maximum aggregate
securities (10.15.3): number of Employee Incentives (being the nature of the financial
benefit being provided) that was allocated to:
• Mr Roger Baxter is 275,229 Performance Rights
(Resolution 4);
• Mr Johan Odendaal is 302,752 Performance Rights
(Resolution 5);
• Mr Mike Stirzaker is 96,330 Zero Exercise Price Options
(Resolution 6);
• Mr Robert Thomson is 96,330 Zero Exercise Price
Options (Resolution 7);
• Mr Daniel Van Heerden is 96,330 Zero Exercise Price
Options (Resolution 8); and
• Ms Lindi Nkosi-Thomas is 96,330 Zero Exercise Price
Options (Resolution 9).
This totals 963,301 Employee Incentives.
Upon exercise, the Directors will be issued with 1 Share for each
Employee Incentive.
Details (including the As at the date of this Notice of Meeting, the total remuneration
amount) of the package of each Director is as follows:
current total
remuneration • $174,950 (including superannuation) for Mr Roger Baxter
package (10.15.4): (Resolution 4);
ASX Listing Rule Information
10.15 requirement
• $250,000 (including superannuation) for Mr Johan
Odendaal (Resolution 5);
• $90,820 (including superannuation) for Mr Mike Stirzaker
(Resolution 6);
• $60,210 (including superannuation) for Mr Robert
Thomson (Resolution 7);
• $54,025 (including superannuation) for Mr Daniel Van
Heerden (Resolution 8); and
• $58,485 (including superannuation) for Ms Lindi Nkosi-
Thomas (Resolution 9).
Number of securities
previously issued to At the Company’s 2025 Annual General Meeting held on 28
the Directors under November 2025, Shareholders approved the issue for nil
the Plan and the consideration of Performance Rights and Zero Exercise Price
average price paid Options (ZEPOs) under the Equity Incentive Plan as follows:
(10.15.5):
• 275,229 Performance Rights to Mr Roger Baxter (or his
nominee);
• 302,752 Performance Rights to Mr Johan Odendaal (or his
nominee);
• 96,330 Zero Exercise Price Options to Mr Mike Stirzaker (or
his nominee);
• 96,330 Zero Exercise Price Options to Mr Robert Thomson
(or his nominee);
• 96,330 Zero Exercise Price Options to Mr Daniel van
Heerden (or his nominee); and
• 96,330 Zero Exercise Price Options to Ms Lindi Nkosi-
Thomas (or her nominee).
The Performance Rights and ZEPOs were issued for nil
consideration on 8 December 2025.
Summary of material Please refer to Schedule 1 for a summary of the Plan,
terms, why that type Schedule 2 for the terms of the Performance Rights and
of security is used Schedule 3 for the terms of the Zero Exercise Price
and the value Options.
attributed to it
(10.15.6): Details of any securities issued under the Plan will be
published in the annual report of the Company relating to
the period in which they were issued, along with a
statement that approval for the issue was obtained under
ASX Listing Rule 10.14.
The Company previously attributed to a value of $1.09 to each
Performance Right and each Zero Exercise Price Option being
the full undiscounted 15 day VWAP of the Company's Share
Price at the Close of trade on 14 October 2024.
Date or dates on The Performance Rights and Zero Exercise Price Options were
which the securities issued on 8 December 2025.
will be issued
(10.15.7):
Price of the securities The Employee Incentives were granted for nil cash consideration
to the people under and no consideration is payable upon the vesting of the
the Plan (10.15.8): Employee Incentives. Accordingly, no funds have been raised
ASX Listing Rule Information
10.15 requirement
from the issue nor will any be raised upon the vesting of the
Employee Incentives.
Material terms of the Please refer to Schedule 1.
Plan (10.15.9):
Material terms of any There is no loan associated with the grant of the Employee
loan that will be made Incentives.
to the people in
relation to the
acquisitions:
Statement (10.15.11): Details of any securities issued under the Plan will be published
in the annual report of the Company relating to the period in
which they were issued, along with a statement that approval for
the issue was obtained under ASX Listing Rule 10.14.
Any additional persons covered by ASX Listing Rule 10.14 who
become entitled to participate in an issue of securities under the
Plan after Resolutions 4-9 is approved and who were not named
in this Notice will not participate until approval is obtained under
that rule.
Voting exclusion A voting exclusion statement in respect of each of Resolutions 4
statement (10.15.12): to 9 is contained in the Notice of Annual General Meeting.
4.5 Recommendation
The Directors abstain, in the interests of good corporate governance, from making a
recommendation in relation to Resolutions 4 to 9.
Subject to the voting exclusions set out in the Notice of Meeting, the Chairman of the Meeting
intends to vote undirected proxies in favour of Resolutions 4 to 9.
Glossary
10% Placement Facility has the meaning given in section 3.2 of the Explanatory Statement.
10% Placement Period has the meaning given in section 3.3 of the Explanatory Statement.
A$ or $ means the lawful currency of the Commonwealth of Australia.
AGM, Annual General Meeting or Meeting means the annual general meeting of Shareholders,
to be held on 30 November 2026 as convened by this Notice of Meeting.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691), or the financial market operated by it, as the context
requires.
ASX Listing Rules means the listing rules of the ASX.
Associate has the meaning given in the ASX Listing Rules.
Auditor means the auditor of the Company, BDO Audit Pty Ltd.
Board means the Board of Directors of the Company unless the context indicates otherwise.
Chairman means the chairman of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or a member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the
member, or be influenced by the member, in the member’s dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
Constitution means the constitution of the Company, as amended from time to time.
Control Event means in respect of the Unvested Equity Securities, if any of the following change
of control events occurs:
(a) the Company announces that the Shareholders have at a court convened meeting of
Shareholders voted in favour, by the necessary majority, of a proposed scheme of
arrangement (excluding a merger by way of scheme of arrangement for the purposes of a
corporate restructure (including change of domicile, or any reconstruction, consolidation,
sub-division, reduction or return)) and the court, by order, approves the scheme of
arrangement to effect the acquisition of the entire issued share capital of the Company; or
(b) a takeover bid (as defined in the Corporations Act):
(i) is announced;
(ii) has become unconditional; and
(iii) the person making the takeover bid has a Relevant Interest in at least ninety (90%)
or more of the issued Shares.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Employee Incentive means any:
(a) Option or Performance Right granted;
(b) Share(s) issued pursuant to the exercise of an Option or conversion of a Performance
Right; or
(c) Incentive Shares,
under the Equity Incentive Plan.
Equity Incentive Plan means the Company’s equity incentive plan, as amended from time to time.
Equity Securities has the meaning given in the ASX Listing Rules.
Explanatory Statement means this explanatory statement accompanying the Notice of Meeting.
JSE means JSE Limited or the financial market operated by it, as the context requires.
Key Management Personnel has the meaning given in the ASX Listing Rules.
Managing Director means the managing director of the Company.
Milestone Performance Conditions means the milestone performance conditions applicable to
the Performance Rights held by Mr Roger Baxter and Mr Johan Odendaal, as described in section
4.1 of the Explanatory Statement and paragraph 4 of Schedule 2.
Notice of Meeting or Notice means the notice of Annual General Meeting which accompanies this
Explanatory Statement.
Option means a right to be issued or transferred a Share, subject to the satisfaction of the
applicable vesting conditions, granted under the Equity Incentive Plan.
Performance Right means a right to be issued or transferred a Share, subject to the satisfaction
of the applicable vesting conditions, granted under the Equity Incentive Plan.
Plan Rules means the rules of the Equity Incentive Plan, as amended from time to time.
Proxy Form means the proxy form included in this Notice of Meeting.
Relevant Interest has the meaning given in the Corporations Act.
Resolution means a resolution contained in this Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share in the Company.
Share Registry means Computershare Investor Services Pty Limited.
Southern Palladium or the Company means Southern Palladium Limited ACN 646 391 899.
Trading Day has the meaning given in the ASX Listing Rules.
Unvested Equity Securities has the meaning given in section 4.1 of the Explanatory Statement.
ZEPO means zero exercise price Option.
Schedule 1 – Summary of the Southern Palladium Limited Equity Incentive Plan
The rules of the Plan (Plan Rules or Rules) provide the framework under which the Plan and individual
grants will operate. The key features of the Plan are outlined below.
Term Information
Eligibility: The Board may in its absolute discretion invite employees who it determines
are eligible to participate in the Equity Incentive Plan to apply for Options,
Performance Rights or Incentive Shares under the Equity Incentive Plan on the
terms set out in the Rules and any other terms the Board considers
appropriate.
Vesting conditions / The vesting of Options, Performance Rights or Incentive Shares granted under
performance criteria: the Equity Incentive Plan may be conditional on the satisfaction of time-based,
performance and/or service requirements or conditions as determined by the
Board and advised to the employee in his or her Offer Letter.
Other permitted The Board has the discretion to waive or accelerate vesting conditions in
vesting: respect of a particular Participant.
Exercise of Unless the Board determines otherwise, a Participant must provide the
Performance Rights or Company with a Notice of Exercise Form if the Participant has satisfied any
Options: relevant vesting conditions and wishes to exercise the Performance Rights or
Options.
Exercise Price: To be determined by the Board and advised to the Participant in the Offer
Letter.
Lapse/forfeiture: A Participant's Options and/or Performance Rights shall automatically be
cancelled for no consideration on the earliest to occur of the following:
• subject to clause 15, ten (10) business days after the cessation of
employment, contractual engagement or office of a Participant with the
Company or any member of the Group such that the Participant is no
longer an employee, contractor or officer of any member of the Group or
the Company;
• where clause 16 applies (fraud or dishonest actions);
• if applicable Performance Criteria and/or Vesting Conditions are not
achieved by the relevant time;
• if the Board determines in its reasonable opinion that the applicable
Performance Criteria and/or Vesting Conditions have not been met or
cannot be met prior to the Expiry Date or the end of the Performance
Period (as applicable);
• the Expiry Date;
• where the Board has determined that the Participant has, by any act or
omission, brought the Group into disrepute or acted contrary to the
interests of the Company or the Group;
• the receipt by the Company of notice from the Participant (after a Special
Circumstance has arisen with respect to the Participant) that the
Participant has elected to surrender the Employee Incentives; or
• any other circumstances specified in any Offer Letter pursuant to which the
Employee Incentives were issued.
An Offer of Options, Performance Rights and/or Incentive Shares can lapse
before any of the securities detailed in such Offers are issued in the absolute
discretion of the Board.
If the Participant is a Good Leaver:
• all vested Options which have not been exercised in accordance with the
Rules will continue in force and remain exercisable for 90 days after the
date the Participant becomes a Good Leaver, unless the Board determines
otherwise in its sole and absolute discretion, after which the Options will
lapse; and
• the Board may at any time in its sole and absolute discretion (subject to the
Corporations Act and ASX Listing Rules), do one or more of the following:
o permit some or all uninvested Employee Incentives held by the
Good Leaver to vest;
o permit such unvested Employee Incentives held by the Good
Leaver or his or her nominee(s) to continue to be held by the
applicable holder, with the Board having the discretion to amend
the vesting criteria (including any Offer Conditions, Performance
Criteria or Vesting Conditions) or reduce the exercise period of
such unvested Employee Incentives; or
o determine that the unvested Employee Incentives will lapse.
Where a person is a Good Leaver due to a Special Circumstance, the
Nominated Beneficiary shall be entitled to benefit from any exercise of the
above discretionary powers by the Board.
Where a Participant who holds Employee Incentives becomes a Bad Leaver:
• unless the Board determines otherwise, in its sole and absolute discretion,
all vested and unvested Employee Incentives will lapse; and
• the Board may determine to exercise the right to buy back any Shares
issued upon exercise of an Option or conversion of a Performance Rights
in accordance with clause 17.
Restrictions on The Board may at any time request that the Company's Share Registry to
transfer: impose a holding lock on any Employee Incentives issued pursuant to this Plan
where the Board determines or reasonably believes (in its absolute discretion)
that a Participant (or a Former Participant while they were employed by the
Company or a member of the Group) has or may breach these Rules.
Rights attached to Any Shares allotted, issued or transferred by the Company to a Participant
Shares: under the Plan will rank equally with all existing Shares on and from the date of
allotment, issue or transfer in respect of all rights, bonus issues and dividends
which have a record date for determining entitlements on or after the date of
allotment, issue, or transfer of those Shares.
Redemption of The Board may in its absolute discretion redeem or cancel:
Options / Performance
Rights: • any Unvested Options or Performance Rights which have not vested held
by a Participant with the consent of that Participant; and
• any Vested Options or vested Performance rights held by a Participant with
the consent of that Participant.
Adjustments: If the Company makes any new issue of securities or alterations to its capital
by way of a rights issue, bonus issue or other distribution of capital, reduction
of capital or reconstruction of capital then the Board may make adjustments to
the rights attaching to those Shares, Performance Rights or Options on any
basis it deems fit in its discretion.
Limits on Performance Unless otherwise determined by the Board in its sole and absolute discretion
Rights issued: (but subject to clause 3), the Board may make any number of issues to Eligible
Employees, as set out in any Offer, notwithstanding that an issue or issues
may have been previously made to any Eligible Employee.
Indeterminate Rights: The Board may, in its absolute discretion, issue Indeterminate Rights (as
defined in section 83A-340 of the Income Tax Assessment Act 1997 (Cth)) to
an Eligible Employee.
The Board must specify in any Offer Letter whether Options or Performance
Rights are to be treated as Indeterminate Rights.
The terms attaching to any Indeterminate Rights issued under these Rules
must be specified in the Offer Letter issued to the Eligible Employee.
If the Board issues Indeterminate Rights to an Eligible Employee under these
Rules:
• unless otherwise specified in the Eligible Employee's Offer Letter, these
Rules shall apply to the Indeterminate Rights such that any reference to
'Option' or 'Performance Right' (as applicable) shall be taken to include
'Indeterminate Right' and with any other amendments as may be
necessary to ensure these Rules apply to the Indeterminate Rights in
substantially the same way; and
• the Board may satisfy the Indeterminate Rights by, at the Board's election:
o paying an amount of cash to the Eligible Employee; and/or
o issuing a number of Shares under the Plan to the Eligible
Employee.
• The applicable Eligible Employee has no discretion as to how the
Indeterminate Rights are to be satisfied.
• Unless the Board determines otherwise, any cash payment made in
respect of Indeterminate Rights is inclusive of superannuation that applies
in respect of the payment (if any).
Suspension or Subject to clause 23.2, the Board may at any time terminate or amend the Plan
termination: or suspend the operation of the Plan for such period or periods as it thinks fit.
In passing a resolution to terminate, amend or suspend the operation of the
Plan, the Board must consider and endeavour to ensure that there is fair and
equitable treatment of all Participants.
Schedule 2 –Terms of Issue of the Performance Right (Resolutions 4-5)
Note that Resolutions 4 and 5, and this schedule, relate to Performance Rights in respect of Mr
Roger Baxter as Executive Chairman and Mr Johan Odendaal as Managing Director, and not to the
Non-Executive Directors.
The proposed issue of Performance Rights is designed to incentivise Messrs Baxter and Odendaal
to transition the Company as efficiently as possible from its current state to commencement of mine
construction.
Subject to Shareholders approving Resolution 4 (in respect of Mr Baxter) or Resolution 5 (in respect
of Mr Odendaal), these terms are varied to permit the Board to accelerate the vesting of the
Performance Rights following the occurrence of a Control Event, as set out in paragraph 4A below.
Capitalised terms used in this Schedule 2 and not otherwise defined have the meaning given in the
Glossary.
1. Unless specified in the terms of an offer under the Plan, no amount is payable for a grant of
Performance Rights.
2. Each Performance Right shall carry the right in favour of a Performance Right holder to
subscribe for one fully paid ordinary Share in the capital of the Company subject to the
Performance Rights vesting.
3. Each Performance Right expires and will automatically lapse at 5.00 pm (Sydney, New South
Wales time) on the date being 2 years after the date on which such Performance Right vested,
subject to earlier expiration, lapse or cancellation in accordance with the terms of the Plan.
4. Subject to paragraph 4A, Performance Rights shall vest subject to the satisfaction of Milestone
Performance Conditions and service conditions as set out below, contingent on continued
service as a Director of the Company:
Milestone Performance Conditions Percentage of Performance
Rights to Vest upon
satisfaction of Milestone
Performance Conditions
Independent Peer and Board approval of Definitive Feasibility 10%
Study
Obtain all permits, licenses and approvals needed for Stage 15%
1 construction
Concentrate/ Offtake(s) / strategic prepay on value terms as 15%
required for Stage 1
Stage 1 Financing package secured (debt/equity/partner) 15%
Stage 1 Final Investment Decision (FID) 15%
Decline constructed to UG2 orebody 15%
Stage 1 Construction — commencement and early progress 15%
The Performance Rights will be subject to safety and ESG modifiers as determined by the
Board.
Following each vesting, Directors have a two-year exercise window to exercise their
Performance Rights into ordinary shares.
4A. Accelerated vesting on a Control Event
(a) Subject to the Corporations Act, the ASX Listing Rules and the Plan, if a Control Event
occurs while the Performance Right holder continues to hold office as a Director of the
Company, the Board may, in its absolute discretion, determine that all or a specified
number of the Performance Rights held by the Performance Right holder that have not
vested or lapsed will immediately vest, notwithstanding that the applicable Milestone
Performance Conditions have not been satisfied.
(b) The Board will use reasonable endeavours to make any determination under paragraph
4A(a) promptly following the occurrence of the Control Event, and in any event in sufficient
time to allow the Performance Right holder to exercise the vested Performance Rights and
be issued Shares so as to participate in the scheme of arrangement or takeover bid that
constitutes the Control Event (including, where applicable, before the record date for the
scheme of arrangement or before the end of the offer period of the takeover bid).
(c) Performance Rights that vest under paragraph 4A(a) may be exercised in accordance with
paragraphs 5 to 9, and paragraph 20 does not apply to the exercise of those Performance
Rights.
(d) Any Performance Rights that do not vest under paragraph 4A(a) will remain on issue on
their existing terms (including the Milestone Performance Conditions and service
conditions) and will continue to be subject to lapse, forfeiture and cancellation in
accordance with these terms and the Plan.
(e) The vesting of Performance Rights under this paragraph 4A is not conditional on, and will
not occur by reason of, the Performance Right holder ceasing to hold office as a Director
of the Company or ceasing employment with the Company or any member of the Group.
(f) This paragraph 4A has effect only if Shareholders approve Resolution 4 (in respect of the
Performance Rights held by Mr Baxter or his nominee) or Resolution 5 (in respect of the
Performance Rights held by Mr Odendaal or his nominee), as applicable. If the relevant
Resolution is not approved, the relevant Performance Rights will remain subject to their
existing terms.
5. Performance Rights may only be exercised if permitted by the Plan and on the terms of issue.
Performance Rights cannot be exercised unless vested in accordance with the terms of issue.
6. The exercise price of each Performance Right shall be nil as specified in the terms of issue of
that Performance Right.
7. Performance Rights shall be exercisable by the delivery to the registered office of the Company
of a notice in writing stating the intention of the Performance Right holder to exercise all or a
specified number of Performance Rights, accompanied by the relevant Performance Right
certificate (if any).
8. An exercise of only some Performance Rights shall not affect the rights of the Performance
Right holder for the balance of the Performance Rights held by him or her.
9. If a Performance Right is exercised in accordance with this Plan and its terms of issue, the
Company shall issue the resultant Share and deliver notification of shareholding within ten (10)
business days of the exercise of a Performance Right or such longer time as may be
determined by the Board and as permitted under the listing rules of ASX (if applicable) and the
Constitution.
10. Shares issued pursuant to the exercise of Performance Rights shall rank equally with existing
Shares of the Company in all respects from the date of issue of the Share. If admitted to the
official list of ASX at the time of issue of the Share, the Company will apply for official quotation
by ASX of the Shares issued upon exercise of a Performance Right, subject to any restriction
obligations imposed by ASX.
11. Performance Rights may not be transferred, assigned or otherwise dealt with except in
accordance with the Plan.
12. The Company is not bound to recognise any transfer or assignment of Performance Rights
unless made in accordance with the Plan and then only if a copy of the duly executed
instrument of assignment or transfer is lodged with the Company.
13. Holders of Performance Rights which have vested will be permitted to participate in any new
pro-rata issue of securities of the Company subject to the prior exercise of the Performance
Right and any restriction obligations.
14. If the Company makes a bonus issue of Shares or other securities to shareholders (except an
issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued
in respect of a Performance Right before the record date for determining entitlements to the
issue, then the number of underlying Shares over which the Performance Right is exercisable
is increased by the number of Shares which the Performance Right holder would have received
if the Performance Right holder had exercised the Performance Right before the record date
for determining entitlements to the issue, in accordance with the Listing Rules.
15. If there is a reorganisation (including consolidation, sub-division, reduction or return) of the
share capital of the Company, then the rights of the Performance Right holder (including the
number of Performance Rights to which each Performance Right holder is entitled) is changed
to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital
at the time of the reorganisation.
16. Any calculations or adjustments which are required to be made under these Performance Right
Terms of Issue will be made by the Board and will, in the absence of manifest error, be final
and conclusive and binding on the Company and the Performance Right holder.
17. The Company must within a reasonable period give to each Performance Right holder notice
of any change under paragraphs 14 to 16 (inclusive) the number of Shares for which the
Performance Right holder is entitled to subscribe on exercise of the Performance Rights.
18. The Performance Rights will not give any right to participate in dividends until Shares are
issued pursuant to the exercise of the relevant Performance Rights.
19. Performance Rights issued under the Plan do not confer upon the holder a right to receive
notices of general meetings (except as may be required by law), nor any right to attend, speak
at or vote at general meetings of the Company.
20. A Performance Right holder must only exercise a minimum of 100,000 Performance Rights,
and thereafter in multiples of 50,000, unless a Performance Right holder exercises all of its
Performance Rights.
21. These Performance Right Terms of Issue and the rights and obligations of Performance Right
holders are governed by the laws of New South Wales. Each Performance Right holder
irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New
South Wales and the Federal Court of Australia and any courts that may hear appeals from
those courts about any proceedings in connection with these Performance Rights.
Schedule 3 –Terms of Issue of the Zero Exercise Price Options (ZEPO/s)
(Resolutions 6-9)
Note that Resolutions 6 to 9, and this schedule, relate to ZEPOs in respect of the Non-Executive
Directors.
The proposed issue of ZEPOs is designed to incentivise the Non-Executive Directors to oversee and
assist in the efficient transition of the Company from its current state to commencement of mine
construction, without imposing performance criteria that could be perceived to impede their
independence. As such, the proposed ZEPOs are in lieu of a portion of cash Director’s fees, subject
to continued service over the forthcoming three years.
Subject to Shareholders approving the relevant Resolution (being Resolution 6 in respect of Mr
Stirzaker, Resolution 7 in respect of Mr Thomson, Resolution 8 in respect of Mr van Heerden and
Resolution 9 in respect of Ms Nkosi-Thomas), these terms are varied to permit the Board to
accelerate the vesting of the ZEPOs following the occurrence of a Control Event, as set out in
paragraph 4A below. Capitalised terms used in this Schedule 3 and not otherwise defined have the
meaning given in the Glossary.
1. Unless specified in the terms of an offer under the Plan, no amount is payable for a grant of
ZEPOs.
2. Each ZEPO shall carry the right in favour of an ZEPO holder to subscribe for one fully paid
ordinary Share in the capital of the Company.
3. Each ZEPO expires and will automatically lapse at 5.00 pm (Sydney, New South Wales time)
on the date being 2 years after the date on which such ZEPO vested, subject to earlier
expiration, lapse or cancellation in accordance with the terms of the Plan, subject to paragraph
4A.
4. ZEPOs shall vest one twelfth each quarter over three years, contingent solely on continued
service as a Director of the Company. Following each vesting, Directors have a two-year
exercise window to exercise their ZEPOs into ordinary shares.
4A Accelerated vesting on a Control Event
(a) Subject to the Corporations Act, the ASX Listing Rules and the Plan, if a Control Event
occurs while the ZEPO holder continues to hold office as a Director of the Company, the
Board may, in its absolute discretion, determine that all or a specified number of the ZEPOs
held by the ZEPO holder that have not vested or lapsed will immediately vest,
notwithstanding that the applicable period of continued service has not been completed.
(b) The Board will use reasonable endeavours to make any determination under paragraph
4A(a) promptly following the occurrence of the Control Event, and in any event in sufficient
time to allow the ZEPO holder to exercise the vested ZEPOs and be issued Shares so as
to participate in the scheme of arrangement or takeover bid that constitutes the Control
Event (including, where applicable, before the record date for the scheme of arrangement
or before the end of the offer period of the takeover bid).
(c) ZEPOs that vest under paragraph 4A(a) may be exercised in accordance with paragraphs
5 to 9, and paragraph 20 does not apply to the exercise of those ZEPOs.
(d) Any ZEPOs that do not vest under paragraph 4A(a) will remain on issue on their existing
terms (including the service-based vesting condition in paragraph 4) and will continue to
be subject to lapse, forfeiture and cancellation in accordance with these terms and the
Plan.
(e) The vesting of ZEPOs under this paragraph 4A is not conditional on, and will not occur by
reason of, the ZEPO holder ceasing to hold office as a Director of the Company.
(f) This paragraph 4A has effect in respect of the ZEPOs held by a ZEPO holder (or his or her
nominee) only if Shareholders approve the Resolution relating to that ZEPO holder. If the
relevant Resolution is not approved, the relevant ZEPOs will remain subject to their existing
terms.
5. ZEPOs may only be exercised if permitted by the Plan and on the terms of issue. ZEPOs
cannot be exercised unless vested in accordance with the terms of issue.
6. The exercise price of each ZEPO shall be nil as specified in the terms of issue of that ZEPO.
7. ZEPOs shall be exercisable by the delivery to the registered office of the Company of a notice
in writing stating the intention of the ZEPO holder to exercise all or a specified number of
ZEPOs, accompanied by the relevant ZEPO certificate (if any).
8. An exercise of only some ZEPOs shall not affect the rights of the ZEPO holder for the balance
of the ZEPOs held by him or her.
9. If a ZEPO is exercised in accordance with this Plan and its terms of issue, the Company shall
issue the resultant Share and deliver notification of shareholding within ten (10) business days
of the exercise of a ZEPO or such longer time as may be determined by the Board and as
permitted under the listing rules of ASX (if applicable) and the Constitution.
10. Shares issued pursuant to the exercise of ZEPOs shall rank equally with existing Shares of
the Company in all respects from the date of issue of the Share. If admitted to the official list
of ASX at the time of issue of the Share, the Company will apply for official quotation by ASX
of the Shares issued upon exercise of an Option, subject to any restriction obligations imposed
by ASX.
11. ZEPOs may not be transferred, assigned or otherwise dealt with except in accordance with the
Plan.
12. The Company is not bound to recognise any transfer or assignment of ZEPOs unless made in
accordance with the Plan and then only if a copy of the duly executed instrument of assignment
or transfer is lodged with the Company.
13. Holders of ZEPOs which have vested will be permitted to participate in any new pro-rata issue
of securities of the Company subject to the prior exercise of the Options and any restriction
obligations.
14. If the Company makes a bonus issue of Shares or other securities to shareholders (except an
issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued
in respect of a ZEPO before the record date for determining entitlements to the issue, then the
number of underlying Shares over which the ZEPO is exercisable is increased by the number
of Shares which the ZEPO holder would have received if the ZEPO holder had exercised the
ZEPO before the record date for determining entitlements to the issue, in accordance with the
Listing Rules.
15. If there is a reorganisation (including consolidation, sub-division, reduction or return) of the
share capital of the Company, then the rights of the ZEPO holder (including the number of
ZEPOs to which each ZEPO holder is entitled) is changed to the extent necessary to comply
with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
16. Any calculations or adjustments which are required to be made under these ZEPO Terms of
Issue will be made by the Board and will, in the absence of manifest error, be final and
conclusive and binding on the Company and the ZEPO holder.
17. The Company must within a reasonable period give to each ZEPO holder notice of any change
under paragraphs 14 to 16 (inclusive) the number of Shares for which the ZEPO holder is
entitled to subscribe on exercise of the ZEPOs.
18. The ZEPOs will not give any right to participate in dividends until Shares are issued pursuant
to the exercise of the relevant ZEPOs.
19. ZEPOs issued under the Plan do not confer upon the holder a right to receive notices of general
meetings (except as may be required by law), nor any right to attend, speak at or vote at
general meetings of the Company.
20. An ZEPO holder must only exercise a minimum of 100,000 ZEPOs, and thereafter in multiples
of 50,000, unless an ZEPO holder exercises all of its ZEPOs.
21. These ZEPO Terms of Issue and the rights and obligations of ZEPO holders are governed by
the laws of New South Wales. Each ZEPO holder irrevocably and unconditionally submits to
the non exclusive jurisdiction of the courts of New South Wales and the Federal Court of
Australia and any courts that may hear appeals from those courts about any proceedings in
connection with these ZEPOs.
Date: 29/10/2026 08:55:00
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