2026 Annual General Meeting
Released
Released
Announcement PDF
ACN 109 213 470 |
W W W . P R O V A R I S . E N E R G Y
Media & ASX Announcement | 26 October 2026
2026 Annual General Meeting of Shareholders
SYDNEY: Provaris Energy Ltd (ASX.PV1, Provaris, or the Company) hereby provides notice that the 2026
Annual General Meeting (Meeting) of shareholders of the Company will be held at 10.00am (AEDT) on Friday,
27 November 2026, at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney NSW 2000 (offices of Johnson
Winter Slattery).
Please find attached:
• Shareholder letter, regarding the Meeting material, which will be sent by post to those shareholders
who have not chosen to receive notices by email;
• Notice of Meeting; and
• Sample Proxy Form. A personalised proxy form will be attached to your shareholder letter.
Details on how to vote and attend the Meeting are included in the Notice of Meeting.
- END -
This announcement has been authorised for release by the Company Secretary of Provaris Energy Ltd.
For further information please contact:
Norm Marshall Martin Carolan
Company Secretary Managing Director & CEO
+61 481 148629 +61 404 809019
nmarshall@provaris.energy mcarolan@provaris.energy
Sydney, Australia | Oslo, Norway
Provaris
We encourage shareholders and potential investors to utilise our InvestorHub for any enquiries
regarding this announcement or other areas related to Provaris. This platform offers an
opportunity to submit questions, share comments, and view video summaries of all
announcements, media and relevant industry publications.
To access Provaris InvestorHub please scan the QR code or visit
https://investors.provaris.energy/
About Provaris Energy
Provaris Energy Ltd (ASX: PV1) is advancing innovative Compressed Hydrogen (H2) and Carbon Dioxide (CO₂) storage
and transport solutions through proprietary tank designs for storage maritime gas carriers, and integrated supply chain
development. Focused on simplicity, efficiency and scalability, Provaris enables regional supply chains that support the
global energy transition. www.provaris.energy
ASX.PV1 @ProvarisEnergy Provaris Energy Ltd. info@provaris.energy
connecting the world to a
clean energy future.
Level 14, 234 George St
Sydney, NSW 2000
Australia
ACN 109 213 470 | ASX.PV1
W W W . P R O V A R I S . E N E R G Y
26 October 2026
Dear Shareholder,
Notice is hereby given that the Annual General Meeting of Shareholders of Provaris Energy Ltd (ACN 109
213 470) will be held in person at the offices of Johnson Winter Slattery, Quay Quarter Tower, Level
14/50 Bridge Street, Sydney NSW 2000 at 10.00am (AEDT) on Friday, 27 November 2026.
IMPORTANT NOTICE REGARDING ATTENDANCE AT MEETING
Participation in the Meeting is by attendance only at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney
NSW 2000 (there will be no virtual meeting link).
Shareholders who wish to vote should do so by:
(1) attending the Meeting and casting a vote at the Meeting; or
(2) appointing the Chair (or another person) as their proxy by completing and returning the proxy form;
and where desired directing the Chair (or other person) how to vote on each Resolution; or
(3) voting online at www.investorvote.com.au.
MEETING PARTICIPATION
(1) Shareholders will be able to participate in the Meeting by attendance at 10.00am (AEDT) on Friday,
27 November 2026, at Quay Quarter Tower, Level 14, 50 Bridge St, Sydney NSW 2000.
(2) Even if you plan to attend the Meeting, the Directors encourage you to submit your proxy vote or
vote online as early as possible to ensure that your vote will be counted, if for any reason you
cannot attend on the day of the Meeting.
(3) Voting on all Resolutions will be conducted by poll.
HOW TO ASK QUESTIONS
Shareholders will be given an opportunity to ask questions at the Meeting (at times specified by the Chair),
however, we welcome questions from Shareholders prior to the Meeting. Questions should be relevant to
the business of the Meeting.
You can ask the Company a question before the Meeting by email to: nmarshall@provaris.energy. These
questions must be received on or before 10.00am (AEDT) on Wednesday, 25 November 2026.
The Company’s Managing Director or a Company representative will endeavour to answer as many of the
questions as possible at the Meeting. However, there may not be sufficient time available at the Meeting to
address all questions raised. The Company will generally not be sending individual replies to questions.
NOTICE OF MEETING
The Company will not be dispatching physical copies of the Notice of Meeting unless a Shareholder has
specifically elected to receive a physical copy. A copy of the Notice of Meeting and sample Voting Proxy
Form are attached to this letter and can be further viewed on the Company’s website at
https://investors.provaris.energy/announcements
In addition, a complete copy of the Meeting Materials has been posted on the Company’s ASX Market
announcements page at www.asx.com.au under the Company’s ASX code “PV1”.
connecting the world to a
clean energy future.
Level 14, 234 George St
Sydney, NSW 2000
Australia
ACN 109 213 470 | ASX.PV1
W W W . P R O V A R I S . E N E R G Y
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of
action you should follow, you should consult your financial adviser, lawyer, accountant, or other professional
adviser. If you have any difficulties in obtaining a copy of the Notice of Meeting or any related document
please contact the Company Secretary via email at: nmarshall@provaris.energy.
ACCESS TO THE MEETING
For shareholders attending the Meeting, please check-in at the Ground Floor reception, at Quay Quarter
Tower, 50 Bridge St, Sydney NSW 2000, and advise that you are attending the Provaris Energy Ltd 2026
Annual General Meeting of Shareholders (on Level 14 – Office of Johnson Winter Slattery).
VOTING
Guidance on how to vote is detailed in the Notice of Meeting.
Shareholders are encouraged to vote online prior to the Meeting at www.investorvote.com.au or by
lodging their personalised proxy form in accordance with the instructions set out on the proxy form.
Yours sincerely
Norman Marshall
Company Secretary
Provaris Energy Ltd
PROVARIS ENERGY LTD
ACN 109 213 470
NOTICE OF ANNUAL GENERAL MEETING
10.00am (AEDT) on Friday, 27 November 2026
The Company will be holding the Annual General Meeting in person this year.
Shareholders who wish to vote, but who do not plan to attend the Annual
General Meeting in person, are encouraged to vote by appointing the Chair as
their proxy (and where desired, directing the Chair how to vote on each
Resolution).
Please read this document carefully.
You should read this document in its entirety before deciding whether or not to vote for or against
any Resolution at the Annual General Meeting.
If you are in doubt as to how you should vote, you should seek advice from your professional
advisers prior to voting.
If you are unable to attend the Meeting, please complete and return your proxy form in
accordance with the specified instructions.
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Notice is hereby given that the Annual General Meeting of Shareholders of Provaris Energy Ltd (ACN
109 213 470) will be held in person at the offices of Johnson Winter Slattery, Quay Quarter Tower,
Level 14/50 Bridge Street, Sydney NSW 2000 at 10.00am (AEDT) on Friday, 27 November 2026.
The Company strongly encourages all Shareholders who wish to vote to do so by:
(1) attending the Meeting at the address specified above and voting in person or by attorney, or in
the case of corporate Shareholders, by appointing a corporate representative to attend and
vote; or
(2) appointing the Chair (or another person) as their proxy by completing and returning the proxy
form (and where desired, directing the Chair how to vote on each Resolution).
Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15
minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked
against the Company’s share register and their attendance recorded.
Even if you plan to attend the Meeting in person, the Directors encourage you to submit your proxy vote
as early as possible to ensure that your vote will be counted if for any reason you cannot participate on
the day of the Meeting.
Voting on all Resolutions will be conducted by poll.
HOW TO ASK QUESTIONS
Shareholders will be given an opportunity to ask questions at the Meeting (at times specified by the
Chair), however, we welcome questions from Shareholders before the Meeting. Questions should be
relevant to the business of the Meeting.
You can ask the Company a question prior to the Meeting by email to: nmarshall@provaris.energy.
These questions (if of a general nature) must be received on or before 10.00am (AEDT) on Wednesday,
25 November 2026.
If you have a question that you wish to submit in writing in relation to the content of the auditor’s report
or the conduct of the audit of the annual financial report to be considered at the AGM, those written
questions must be received by 10.00am (AEDT) on Friday, 20 November 2026. The Company’s
Managing Director or a Company representative will endeavour to answer as many of the frequently
asked questions as possible at the Meeting. However, there may not be sufficient time available at the
Meeting to address all questions raised. The Company will not be sending individual replies.
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BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2026, together with the Directors’ report and the auditor’s report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes,
the Remuneration Report for the financial year ended 30 June 2026 be adopted.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
Voting Exclusion Statement:
To the extent required by section 250R of the Corporations Act, votes must not be cast (in any
capacity) on this Resolution by or on behalf of either of the following persons:
(a) a member of the Company’s key management personnel details of whose remuneration
are included in the Remuneration Report; or
(b) a closely related party of such a member.
However, a person described above (the “voter”) may cast a vote on Resolution 1 as a proxy if
the vote is not cast on behalf of a person described in paragraph (a) or (b) above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote
on Resolution 1; or
(d) the voter is the Chair of the Meeting and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on Resolution 1; and
(ii) expressly authorises the Chair to exercise the proxy even if Resolution 1 is
connected directly or indirectly with the remuneration of a member of the key
management personnel for the Company.
2. RESOLUTION 2 – RE-ELECTION OF MR ANDREW PICKERING AS DIRECTOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That Mr Andrew Pickering, who retires in accordance with clause 14.2 of the Constitution
and, being eligible, offers himself for re-election, be re-elected as a Director.”
3. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for
the Company to issue (or agree to issue) up to that number of Equity Securities equal to
10% of the issued capital of the Company at the time of issue, calculated in accordance
with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions
set out in the Explanatory Statement.”
Voting Exclusion Statement:
As set out in Listing Rule 7.3A.7, a voting exclusion in respect of an approval under Listing Rule
7.1A is only required if, at the time of dispatching the Notice, the entity is proposing to make an
issue of Equity Securities under Listing Rule 7.1A.2. As the Company is not proposing to make
an issue of Equity Securities under that Listing Rule at the time of dispatching the Notice, no
voting exclusion statement is required for this Resolution.
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4. RESOLUTION 4 – RATIFICATION OF PREVIOUS ISSUE OF SHARES TO WHITEHALL
CAPITAL HOLDINGS PTY LTD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 25,000,000 Shares to Whitehall Capital Holdings Pty Ltd, for the
purposes and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Whitehall Capital Holdings Pty Ltd or any of its associates (as defined in the Listing Rules).
However, the Company need not disregard a vote cast in favour of this Resolution by:
(a) 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
(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.
5. RESOLUTION 5 – RATIFICATION OF PREVIOUS ISSUE OF WHITEHALL OPTIONS TO
WHITEHALL CAPITAL HOLDINGS PTY LTD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 6,000,000 Whitehall Options to Whitehall Capital Holdings Pty Ltd,
for the purposes and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Whitehall Capital Holdings Pty Ltd or any of its associates (as defined in the Listing Rules).
However, the Company need not disregard a vote cast in favour of this Resolution by:
(a) 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
(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.
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6. RESOLUTION 6 – RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES TO
WHITEHALL CAPITAL HOLDINGS PTY LTD
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve
and ratify the issue of 120 Convertible Notes to Whitehall Capital Holdings Pty Ltd, for the
purposes and on the terms set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of
Whitehall Capital Holdings Pty Ltd or any of its associates (as defined in the Listing Rules).
However, the Company need not disregard a vote cast in favour of this Resolution by:
(a) 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
(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.
7. RESOLUTION 7 – ISSUE OF ATTACHING OPTIONS TO SPP PARTICIPANTS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for
the Company to issue up to 75,583,384 Attaching Options to the SPP Participants, for the
purposes and on the terms and conditions set out in the Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this 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 associates (as defined in the Listing Rules) of those persons.
However, the Company need not disregard a vote cast in favour of this Resolution by:
(a) 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
(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.
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8. RESOLUTION 8 – ISSUE OF ATTACHING OPTIONS TO MR MARTIN CAROLAN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given
for the Company to issue up to 208,334 Attaching Options to Mr Martin Carolan (the
Managing Director of the Company) or his associate that is an Eligible Shareholder for the
purposes of the SPP, for the purposes and on the terms and conditions set out in the
Explanatory Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) Mr Martin Carolan (or his associate that is an Eligible Shareholder for the purposes of
the SPP) and any other person who will obtain a material benefit as a result of the issue
of the securities (except a benefit solely by reason of being a holder of ordinary
securities in the Company); or
(b) any associates (as defined in the Listing Rules) of those persons.
However, the Company need not disregard a vote cast in favour of this Resolution by:
(c) 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
(d) 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
(e) 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.
9. RESOLUTION 9 – ISSUE OF ATTACHING OPTIONS TO MR ANDREW PICKERING
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given
for the Company to issue up to 416,667 Attaching Options to Mr Andrew Pickering (a
Director of the Company) or his associate that is an Eligible Shareholder for the purposes
of the SPP, for the purposes and on the terms and conditions set out in the Explanatory
Statement.”
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
(a) Mr Andrew Pickering (or his associate that is an Eligible Shareholder for the purposes
of the SPP) and any other person who will obtain a material benefit as a result of the
issue of the securities (except a benefit solely by reason of being a holder of ordinary
securities in the Company); or
(b) any associates (as defined in the Listing Rules) of those persons.
However, the Company need not disregard a vote cast in favour of this Resolution by:
(c) 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
(d) 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
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(e) 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.
OTHER BUSINESS
To transact any other business that may be legally brought before the Meeting.
CHAIR AND CHAIR’S VOTING INTENTIONS FOR UNDIRECTED PROXIES
It is proposed that Mr Andrew Pickering will chair the Meeting. It is the Chair’s intention to vote undirected
proxies (i.e. open proxies) which he holds as proxy in favour of all Resolutions. In exceptional
circumstances, the Chair may change his voting intention on any Resolution, in which case an ASX
announcement will be made.
SNAPSHOT DATE
It has been determined that in accordance with regulation 7.11.37 of the Corporations Regulations 2001
(Cth), the date to determine who the Shareholders in the Company are for the purposes of the Meeting
is 7.00pm (AEDT) on Wednesday, 25 November 2026. Accordingly, Share transfers registered after
that time will be disregarded in determining entitlements to attend and vote at the Meeting.
Holders of Options or other convertible securities issued by the Company who are not Shareholders but
who wish to vote as Shareholders at the Meeting are required to lodge valid exercise notices with the
Company to allow sufficient time for the Shares to be issued by the Company before the above time
and date.
VOTING BY PROXY
If you wish to appoint a person as your proxy, please complete and return the proxy form in accordance
with the instructions on the proxy form or appoint a proxy online via www.investorvote.com.au. A proxy
need not be a Shareholder.
A body corporate may appoint an individual as its representative to exercise all or any of the powers the
body may exercise (either as a shareholder or as a proxy) at a meeting of a company's shareholders in
accordance with section 250D of the Corporations Act. The appointment may be a standing one. Unless
the appointment states otherwise, the representative may exercise all of the powers that the appointing
body could exercise at a meeting or in voting on a resolution.
The form of appointment, including any authority under which it is signed, must be received by the
Company’s share registry by no later than the commencement of the Meeting, unless it has previously
been given to the Company. An appointment of corporate representative form is available at
https://www-au.computershare.com/Investor/#Help/PrintableForms.
If you are entitled to cast 2 or more votes, you are entitled to appoint up to 2 proxies to attend the
Meeting and vote on your behalf, and you may specify the proportion or number of votes that each proxy
is entitled to exercise. If you do not specify the proportion or number of votes that each proxy is entitled
to exercise, each proxy may exercise half of the votes. If you wish to appoint a second proxy, an
additional proxy form may be obtained by telephoning the Company’s share registry or you may copy
the enclosed proxy form. To appoint a second proxy, you must follow the instructions on the proxy form.
Sections 250BB and 250BC of the Corporations Act apply to voting by proxy, and require that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair of the Meeting,
who must vote the proxies as directed.
To be valid, your proxy form (and any power of attorney under which it is signed) must be received at
an address given below by 10.00am (AEDT) on Wednesday, 25 November 2026. Any proxy form
received after that time will not be valid for the scheduled Meeting.
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Online At: www.investorvote.com.au
By mail Share Registry – Computershare Investor Services Pty Limited
GPO Box 242
Melbourne, VIC 3001
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
By mobile Scan the QR Code on your proxy form and follow the prompts
Custodian Voting For Intermediary Online subscribers only (custodians) please visit
www.intermediaryonline.com to submit your voting intentions
VOTING PROHIBITION BY PROXY HOLDERS
To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must
not vote, on the basis of that appointment, on Resolution 1 if the person is either a member of the key
management personnel of the Company or a closely related party of such a member and the
appointment does not specify the way the proxy is to vote on the Resolution. However, the proxy may
vote if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy
even if the Resolution is connected directly or indirectly with the remuneration of a member of key
management personnel.
If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on
Resolution 1 by signing and returning the proxy form (including via an online voting facility) you are
considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in
accordance with the Chair’s intention, even though the Resolution is connected directly or indirectly with
the remuneration of key management personnel.
OTHER
Capitalised terms used in this Notice have the meaning given to them in the Glossary.
Dated: 26 October 2026
By order of the Board
Norman Marshall
Company Secretary
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to assist Shareholders to understand information in
relation to the business to be put to Shareholders at the forthcoming Annual General Meeting.
This Explanatory Statement should be read in conjunction with the accompanying Notice of Annual
General Meeting. Please refer to the Glossary for definitions of capitalised terms in the Notice of Annual
General Meeting and Explanatory Statement.
FINANCIAL STATEMENTS AND REPORTS
The Corporations Act requires the following reports in respect of the year ended 30 June 2026 to be laid
before the Meeting:
(a) the annual financial report, including the Company’s financial statements; and
(b) the reports of the Directors and auditors.
Neither the Corporations Act nor the Company’s Constitution requires a vote of Shareholders on the
statements or reports.
Each of these reports are contained in the Company’s 2026 Annual Report which has been sent to
Shareholders and which is available on its website at https://www.provaris.energy/investor-
centre#reports.
Shareholders will have a reasonable opportunity at the Meeting to ask questions and make comments
on these reports and on the business and operations of the Company. Shareholders will also be given
a reasonable opportunity to ask the auditor questions about the auditor’s report and the conduct of the
audit of the financial report.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
The Remuneration Report of the Company for the financial year ended 30 June 2026 is set out in the
Directors’ Report on pages 14 to 23 of the Company’s 2026 Annual Report which was released to the
market on 28 August 2026.
The Remuneration Report sets out the Company’s remunera
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