Announcement PDF 29 October 2024 Dear Shareholder EQ Resources Limited – Annual General Meeting of Shareholders, 29 November 2024 Notice is hereby given that the Annual General Meeting of Shareholders of EQ Resources Limited (Company) will be as a virtual meeting via a webinar conferencing facility at 3:00pm (AEDT) on Friday, 29 November 2024 (“Annual General Meeting”, “AGM” or “Meeting”). In accordance with recent amendments to the Corporations Act 2001, the Company is sending this notification letter instead of dispatching physical copies of the Notice of AGM. The Notice of AGM and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically. This means that: - You can access the Meeting Materials online at the Company’s website https://eqresources.com.au/site/invest-in-us/asx-announcements or at the Company’s share registry’s website (https://investor.automic.com.au/#/loginsah) through Investor Centre. - A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “EQR”. - If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form. If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://investor.automic.com.au/. If you have not yet registered, you will need your shareholder information including SRN/HIN details. If you are unable to access the Meeting Materials online please contact our share registry Link Market Services Limited on https://investor.automic.com.au or by phone on +61 2 9698 5414 (International) or 1300 288 664 (within Australia) between 9:00am and 5:00pm (AEDT) Monday to Friday, to obtain a copy. As noted above, the Meeting will be held as a virtual meeting via a webinar conferencing facility. Details of how to register to attend the Meeting are contained in the Meeting Materials. The Company strongly recommends to Shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online. Yours sincerely, Melanie Leydin Company Secretary EQ Resources Limited EQ Resources Limited | ASX: EQR ACN: 115 009 106 | ABN 77 115 009 106 Level 4, 100 Albert Road South Melbourne, Victoria, 3205 Australia https://eqresources.com.au resourcing the new economy for a better tomorrow EQ RESOURCES LIMITED ABN 77 115 009 106 Notice of Annual General Meeting Explanatory Statement and Proxy Form Date of Meeting: Friday, 29 November 2024 Time of Meeting: 3:00pm (AEDT) Location: Held virtually via Zoom webinar https://vistra.zoom.us/webinar/register/WN_PXPSLNlpTNGwCDjVRJCVlA This Notice of Annual General Meeting (Explanatory Statement and Proxy Form) should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional advisor without delay. EQ RESOURCES LIMITED ABN 77 115 009 106 Registered office: Level 4, 100 Albert Road, South Melbourne, VIC 3205 Notice is hereby given that a meeting of Shareholders of EQ Resources Limited (the Company) will be held virtually via a webinar conferencing facility on Friday, 29 November 2024 at 3:00pm (AEDT) (“Annual General Meeting”, “AGM” or ”Meeting”). Virtual Attendance Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in this Notice. To lodge your proxy, please follow the directions on your personalised Proxy Form which will be delivered to you by email or post (depending on your communication preferences). Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the AGM. The virtual meeting can be attended using the following details: When: Friday, 29 November 2024 at 3:00pm (AEDT) Topic: EQ Resources Limited – 2024 Annual General Meeting Register in advance for the virtual meeting: https://vistra.zoom.us/webinar/register/WN_PXPSLNlpTNGwCDjVRJCVlA After registering, you will receive a confirmation email containing information about joining the meeting. As noted previously, the Company strongly recommends Shareholders lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online. The Company will conduct a poll on each Resolution presented at the Meeting. The Company will accept questions during the Meeting either by submitting a question through the Q&A box or by using the raise hand function located on screen, the Company will respond to the Q&A box questions or allow Shareholders to ask their question verbally. The Company is happy to accept and answer questions submitted prior to the Meeting by email to melanie.leydin@vistra.com. The Company will address relevant questions during the Meeting or by written response after the Meeting (however, Company will use its discretion when responding to unreasonable and/or offensive questions). Any shareholders who wish to attend the AGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: EQR) and on its website https://www.eqresources.com.au/site/content/. 2 AGENDA The Explanatory Statement and Proxy Form which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety. ORDINARY BUSINESS Receipt and consideration of Accounts & Reports To receive and consider the 2024 Annual Report of the Company and its controlled entities for the year ended 30 June 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report. 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: Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2024 be adopted.” Resolution 2: Re-Election of Mr Richard Morrow as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of Rule 17.5 of the Constitution and for all other purposes, Mr Richard Morrow, who retires by rotation in accordance with the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.” Resolution 3: Re-Election of Mr Zhui Pei Yeo as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of Rule 17.5 of the Constitution and for all other purposes, Mr Zhui Pei Yeo, who retires by rotation in accordance with the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.” Resolution 4: Election of Mr Stephen Weir as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, for the purposes of Rule 17.5 of the Constitution, Listing Rule 14.4 and for all other purposes, Stephen Weir, having been appointed to the Board of Directors since the previous annual general meeting, and who vacates the office in accordance with the Constitution of the Company, and who, being eligible, offers himself for election, be elected as a Director of the Company.” Resolution 5: Approval to Grant Options to Mr Oliver Kleinhempel as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given to issue a total of 8,000,000 unlisted options to Mr Oliver Kleinhempel (or his nominee(s)) the Company’s Employee Incentive Plan and on the terms and conditions as described in the Explanatory Statement which accompanies and forms part of this Notice.” 3 Resolution 6: Approval to Grant Options to Mr Stephen Weir as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given to issue a total of 3,000,000 unlisted options to Mr Stephen Weir (and/or his nominee(s)) under the Company’s Employee Incentive Plan and on the terms and conditions as described in the Explanatory Statement which accompanies and forms part of this Notice.” Resolution 7: Approval to Grant Options to Mr Stephen Layton as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: That under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given to issue a total of 3,000,000 unlisted options to Mr Stephen Layton (and/or his nominee(s)) under the Company’s Employee Incentive Plan on the terms and conditions as described in the Explanatory Statement which accompanies and forms part of this Notice.” Resolution 8: Approval to Grant Options to Mr Richard Morrow as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given to issue a total of 3,000,000 unlisted options to Mr Richard Morrow (and/or his nominee(s)) under the Company’s Employee Incentive Plan and on the terms and conditions as described in the Explanatory Statement which accompanies and forms part of this Notice.” Resolution 9: Approval to Grant Options to Mr Zhui Pei Yeo as a Director of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That under and for the purposes of ASX Listing Rule 10.14, and for all other purposes, approval be given to issue a total of 3,000,000 unlisted options to Mr Zhui Pei Yeo (and/or his nominee(s)) under the Company’s Employee Incentive Plan and on the terms and conditions as described in the Explanatory Statement which accompanies and forms part of this Notice.” SPECIAL BUSINESS Resolution 10: Approval of 10% Placement Facility To consider and, if thought fit, pass the following resolution as a special resolution: “That, under and for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to the equivalent of 10% of the Company’s fully paid ordinary issued capital (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement. By order of the Board Melanie Leydin Company Secretary 23 October 2024 4 Notes 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement and proxy form accompanying this Notice should be read together with, and form part of, this Notice. 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7:00pm on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. 3. Proxies a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative. b. Each shareholder has a right to appoint one or two proxies. c. A proxy need not be a shareholder of the Company. d. If a shareholder is a company, it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act. e. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. f. If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands. g. A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. h. To be effective, Proxy Forms must be received by the Company’s share registry, Automic Pty Ltd, no later than 48 hours before the commencement of the Annual General Meeting, i.e. no later than Wednesday, 27 November 2024 at 3:00pm (AEDT). Any proxy received after that time will not be valid for the scheduled meeting. (i) (ii) (iii) (iv) (v) By post to Automic Pty Ltd, 477 Collins Street Melbourne Victoria 3000; In person to Automic Pty Ltd, 477 Collins Street Melbourne Victoria 3000; By fax to 1800 783 447 (within Australia) or +61 9473 2555 (outside Australia) Online by going to www.automicgroup.com.au or by scanning the QR code found on your Proxy Form with your mobile device; or For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions. 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Annual General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be emailed to the Company and/or registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative. 5. How the Chair will vote Undirected Proxies Subject to the restrictions set out in Note 6 below, the Chair of the Annual General Meeting will vote undirected proxies in favour of all the proposed resolutions. 6. Voting Exclusion Statement: Resolution 1 In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either: (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (b) the KMP voter is the Chair of the Meeting and the appointment of the Chair as proxy: (i) (ii) does not specify the way the proxy is to vote on the resolution; and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity. If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company. If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. A further restriction also applies to KMPs and their Closely Related Parties voting undirected proxies on these resolutions – see Restriction on KMPs voting undirected proxies below. 5 Resolutions 2 - 4 There are no voting exclusions on these resolutions. Resolutions 5 – 9 The Company will disregard any votes cast in favour of these Resolutions 5 to 9 by Mr Oliver Kleinhempel, Mr Stephen Weir, Mr Stephen Layton, Mr Richard Morrow, Mr Zhui Pei Yeo. Mr Oliver Kleinhempel, Mr Stephen Weir, Mr Stephen Layton and Mr Richard Morrow (or their nominees) referred to in Listing Rule 10.14.1 (a director of the Company), 10.14.2 (an associate of a director of the Company) or 10.14.3 (a person whose relationship with the Company or a director of the Company or their associate is such that the ASX is of the opinion that the acquisition should be approved by security holders), who is eligible to participate in the Company’s Employee Incentive Plan; or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. However, this does not apply to a vote cast in favour of the resolution by: (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (b) the KMP voter is the Chair of the Meeting and the appointment of the Chair as proxy: (i) (ii) does not specify the way the proxy is to vote on the resolution; and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity. Resolution 10 As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement is not required by Listing Rule 7.3A.7. 7. Enquiries Shareholders are invited to contact the Company Secretary, Melanie Leydin on +61(3) 9692 7222 if they have any queries in respect of the matters set out in this Notice. 6 EXPLANATORY STATEMENT Purpose of Information This Explanatory Statement (“Statement”) accompanies and forms part of the Company’s Notice of Annual General Meeting (“Notice”) for the 2024 Annual General Meeting which will be held virtually via a video-conferencing facility at 3.00pm (AEDT) on Friday, 29 November 2024. The Notice incorporates, and should be read together, with this Statement. Receipt and consideration of Accounts & Reports A copy of the Annual Report for the financial year ended 30 June 2024 (which incorporates the Company's Financial Report, reports of the Directors (including the Remuneration Report) and the Auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a free hard copy by contacting the Company by phone at +61 3 9692 7222, and you may request that this occurs on a standing basis for future years. Alternatively, you may access the Annual Report at the Company's website www.eqresources.com.au or via the Company's announcement platform on ASX. Except as set out in Resolution 1, no resolution is required on these reports. Shareholders will have the opportunity to ask questions about or make comments on, the 2024 Annual Report and the management of the Company. The Auditor will be invited to attend, to answer questions about the audit of the Company’s 2024 Annual Financial Statements. ORDINARY BUSINESS Resolution 1: Adoption of Remuneration Report Background 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 vote on this Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Directors’ Report in the Company’s 2024 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five per cent (25%) or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. It is noted that at the Company’s last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five per cent (25%) of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for the Meeting. 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. Board Recommendation Noting that each Director has a personal interest in their own remuneration from the Company (such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report. 7 The Chair intends to vote all undirected proxies in favour of this resolution. Voting Exclusions A voting exclusion statement for this resolution is set out in Note 6 above. Resolution 2: Re-Election of Mr Richard Morrow as a Director of the Company Background The Constitution of the Company requires that at each annual general meeting one third of the Directors (except for the managing director), or, if their number is not three or a multiple of three, then the number nearest but not exceeding one-third, shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last election but, as between person who became Directors on the same day shall (unless they otherwise agree between themselves) be determined by lot. Mr Morrow has more than 30 years' experience as a sharebroker in Melbourne and in London, with a particular interest in the resources space. He is a long-serving steering committee member of the Melbourne Mining Club, Australia’s foremost networking organisation for the Australian resources sector. The Company considers Mr Morrow an independent director for all purposes. Board Recommendation The Board (with Mr Morrow abstaining), recommends that shareholders vote in favour of the re-election of Mr Morrow. The Chair of the meeting intends to vote undirected proxies in favour of Mr Morrow’s re-election. Voting Exclusions There are no voting exclusions on this resolution. Resolution 3: Re-Election of Mr Zhui Pei Yeo as a Director of the Company Background The Constitution of the Company requires that at each annual general meeting one third of the Directors (except for the managing director), or, if their number is not three or a multiple of three, then the number nearest but not exceeding one-third, shall retire from office by rotation. The Directors to retire in every year shall be those who have been longest in office since their last election but, as between person who became Directors on the same day shall (unless they otherwise agree between themselves) be determined by lot. Mr Yeo has held executive, management and supervisory roles and has a wide range of experience from project planning to resource management to commercial negotiations. He has been working at a leading system integrator in the telecommunications industry in South-East Asia and is currently also an executive director of a steel-product manufacturer. The Company considers Mr Yeo a non-independent director for all purposes. Board Recommendation The Board (with Mr Yeo abstaining), recommends that shareholders vote in favour of the re-election of Mr Yeo. The Chair of the meeting intends to vote undirected proxies in favour of Mr Yeo’s re-election. Voting Exclusions There are no voting exclusions on this resolution. Resolution 4: Election of Mr Stephen Weir a Director of the Company Background A Director (excluding the Managing Director) appointed to fill a casual vacancy or as an addition to the Board must not hold office without re-election past the next Annual General Meeting (Constitution clause 17.5; Listing Rule 14.4). 8 Mr Weir, having been appointed to the Board on 19 January 2024, is retiring in accordance with these requirements and, being eligible, offers himself for re-election. Mr Weir has an extensive background in mining and finance and was recently CEO of ASX listed company, Magnetite Mines Ltd. His prior experience including senior corporate advisory, project finance, and construction management roles provides valuable expertise in support of EQR's growth strategy. The Company confirms it has conducted appropriate checks into Mr Weir’s background and experience. The Board considers that Mr Weir may not, if elected, be perceived as qualifying as an independent director as he is currently representing Oaktree Capital Management, a substantial holder in the Company. Nevertheless, the Board considers that Mr Weir’s interest in question is not material and will not interfere with his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than in the interests of an individual security holder or other party. Board Recommendation The Board (with Mr Weir abstaining) recommends that shareholders vote in favour of the election of Mr Weir as it considers that his qualifications, experience, skills and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders. The Chair of the meeting intends to vote undirected proxies in favour of Mr Weir’s election. Voting Exclusions There are no voting exclusions on this resolution. Resolutions 5 – 9: Approval to Grant Options to Directors of the Company (and/or their nominee(s)) Background Resolutions 5 to 9 seek Shareholder approval to grant Options to Mr Oliver Kleinhempel, Mr Stephen Weir, Mr Stephen Layton, Mr Zhui Pei Yeo and Mr Richard Morrow (or their nominee(s)) (the Directors) on the terms described below and in accordance with the Company’s Employee Incentive Scheme (the Plan). To facilitate the purposes of maintaining financial liquidity, minimising cash outflows and remunerating the Directors for their extensive contribution towards promoting the Company’s operations, the Company is proposing to grant Options to Directors (or their nominee(s)) (being a right to acquire one fully paid ordinary shares in the Company upon conversion of options) on the terms as described below (Options). The Board believes that it is appropriate to use Options to compensate Directors as this is in line with current market practices and remunerates them appropriately given the circumstances of the Company and provides an appropriate and meaningful form of remuneration that aligns with Shareholder interests. The Board believes that the achievement of the Options will be to the benefit of all Shareholders as these will motivate Directors to remain in the Company’s employ to carry on the role of implementing and executing the Company’s strategies and overseeing operations. In particular, the Board considers that the value attributed to the Options (as described below) and their associated terms and conditions represent reasonable remuneration for Directors as if the Company were dealing at arm