Announcement PDF connecting the world to a clean energy future Media & ASX Announcement | 27 October 2023 SYDNEY: Provaris Energy Ltd (ASX.PV1, Provaris, or the Company) hereby provides notice that the Annual General Meeting (Meeting) of shareholders of the Company will be held online (only) at 3.00pm (AEDT) on Thursday, 30 November 2023. Please find attached: • Shareholder letter, regarding the Meeting material, which has been sent by mail to those shareholders who have not elected 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 participate and vote in 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. Norm Marshall Company Secretary +61 481 148629 nmarshall@provaris.energy ASX.PV1 Martin Carolan Managing Director & CEO +61 404 809019 mcarolan@provaris.energy @ProvarisEnergy Melanie Singh NWR Communications +61 439 748 819 melanie@nwrcommunications.com.au Provaris Energy Ltd. info@provaris.energy Perth | Sydney | Oslo About Provaris Energy Provaris Energy Ltd (ASX: PV1) | www.provaris.energy Provaris Energy Ltd (ASX: PV1) is an Australian public company developing a portfolio of integrated green hydrogen projects for the regional trade of Asia and Europe, leveraging our innovative compressed hydrogen bulk storage and carrier. Our focus on value creation through innovative development that aligns with our business model of simple and efficiency hydrogen production and transport can establish an early-mover advantage for regional maritime trade of hydrogen and unlock a world of potential. In August 2022 Provaris Norway AS was established to advance the development of hydrogen export projects from Norway and other European locations. ACN 109 213 470 | WWW.PROVARIS.ENERGY connecting the world to a clean energy future. 27 October 2023 Dear Shareholder, Notice is hereby given that the Annual General Meeting (Meeting) of shareholders of Provaris Energy Ltd (ACN 109 213 470) (Company) will be held online (only) at 3.00pm (AEDT) on Thursday, 30 November 2023. IMPORTANT NOTICE REGARDING ATTENDANCE AND THE VIRTUAL MEETING Shareholders will not be able to attend the Meeting in person and attendance in person is not required in order to cast votes or to participate in the Meeting. Accordingly, the Company strongly encourages all Shareholders who wish to vote to do so by: (1) participating in the virtual Meeting and casting a vote online (see below); or (2) appointing the Chair as their proxy by completing and returning the proxy form (and, where desired, directing the Chair how to vote on each Resolution). VIRTUAL MEETING PARTICIPATION (1) Shareholders will be able to participate in the Meeting in real-time through the online Computershare Meeting Platform which allows shareholders to view and listen to the Meeting, ask questions both verbally and in writing (at times specified by the Chair), and vote while the Meeting is in progress. In addition, the Company will answer questions submitted by Shareholders in advance in accordance with the guidelines provided below under the heading “How to Ask Questions”. Visitors to the Meeting will be able to listen to the Meeting via the Computershare Meeting Platform but will not have access to vote or ask questions. Shareholders can participate in the Meeting online using the following details: Online Meeting URL: https://meetnow.global/M52NFTD Unique Meeting ID: M52NFTD Online registration will open 30 minutes before the scheduled commencement time of the Meeting. To make the registration process easier, please have your SRN/HIN and registered postcode or country code ready. To participate in the Meeting online follow the instructions below. a. Click on ‘Join Meeting Now’. b. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the Meeting to obtain their login details. c. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the dropdown list. d. Accept the Terms and Conditions and ‘Click Continue’. Unit 19, 40 St Quentin Avenue Claremont WA 6010 Australia ACN 109 213 470 | ASX.PV1 WWW.PROVARIS.ENERGY connecting the world to a clean energy future. (2) You can view the Meeting live, ask questions verbally or via a live text facility and cast votes at the Meeting. A guide on how to use the virtual platform (including how to log in, vote, and ask questions during the Meeting) is set out in Schedule 4 of the Notice of Meeting and can also be accessed at the following website (Meeting Guide): https://www-au.computershare.com/WebContent/doc.aspx?docid={03d049a6-c579-485e-990a463ce33c1eb9} (3) Even if you plan to participate in the Meeting online, 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 (for example, if there is an issue with your internet connection that prevents you from participating online). (4) 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 must be received on or before 10.00am (AEDT) on 28 November 2023. 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. Information on how to ask questions during the Meeting, at the times designated by the Chair, is included in the Meeting Guide. NOTICE OF MEETING The Company will not be dispatching physical copies of the Notice of Meeting unless Shareholders have 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 and downloaded from the Company’s website at https://www.provaris.energy/investor-centre 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 and related documents please contact the Company Secretary via email at: nmarshall@provaris.energy. 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 (enclosed) in accordance with the instructions set out on the proxy form. Unit 19, 40 St Quentin Avenue Claremont WA 6010 Australia ACN 109 213 470 | ASX.PV1 WWW.PROVARIS.ENERGY connecting the world to a clean energy future. TECHNICAL DIFFICULTIES If technical difficulties arise during the course of the Meeting, the Chair of the Meeting has discretion as to whether and how the Meeting should proceed. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chair considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a directed proxy in advance of the Meeting even if they plan to participate in the Meeting online. Information on how to ask questions, at the times designated by the Chair, is included in the Meeting Guide. Yours sincerely Norman Marshall Company Secretary Provaris Energy Ltd Unit 19, 40 St Quentin Avenue Claremont WA 6010 Australia ACN 109 213 470 | ASX.PV1 WWW.PROVARIS.ENERGY PROVARIS ENERGY LTD ACN 109 213 470 NOTICE OF ANNUAL GENERAL MEETING 3.00pm (AEDT) on Thursday, 30 November 2023 The Company will be holding the Annual General Meeting virtually (online only) this year. Shareholders who wish to vote, but who do not wish to participate in the virtual Annual General Meeting, 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. Notice is hereby given that the Annual General Meeting of Shareholders of Provaris Energy Ltd (ACN 109 213 470) will be held virtually (online only) at 3.00pm (AEDT) on Thursday, 30 November 2023. IMPORTANT NOTICE REGARDING ATTENDANCE AND THE VIRTUAL MEETING Shareholders will not be able to attend the Meeting in person and attendance in person is not required in order to cast votes or to participate in the Meeting. Accordingly, the Company strongly encourages all Shareholders who wish to vote to do so by: (1) participating in the virtual Meeting and casting a vote online (see below); or (2) appointing the Chair as their proxy by completing and returning the proxy form (and, where desired, directing the Chair how to vote on each Resolution). VIRTUAL MEETING PARTICIPATION (1) Shareholders will be able to participate in the Meeting in real-time through the online Computershare Meeting Platform which allows shareholders to view and listen to the Meeting, ask questions both verbally and in writing (at times specified by the Chair), and vote while the Meeting is in progress. In addition, the Company will answer questions submitted by Shareholders in advance in accordance with the guidelines provided below under the heading “How to Ask Questions”. Visitors to the Meeting will be able to listen to the Meeting via the Computershare Meeting Platform but will not have access to vote or ask questions. Shareholders can participate in the Meeting online using the following details: Online Meeting URL: https://meetnow.global/M52NFTD Unique Meeting ID: M52NFTD Online registration will open 30 minutes before the scheduled commencement time of the Meeting. To make the registration process easier, please have your SRN/HIN and registered postcode or country code ready. To participate in the Meeting online follow the instructions below. (2) a. Click on ‘Join Meeting Now’. b. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the Meeting to obtain their login details. c. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list. d. Accept the Terms and Conditions and ‘Click Continue’. You can view the Meeting live, ask questions verbally or via a live text facility and cast votes at the Meeting. A guide on how to use the virtual platform (including how to log in, vote, and ask questions during the Meeting) is set out in Schedule 4 and can also be accessed at the following website (Meeting Guide): https://www-au.computershare.com/WebContent/doc.aspx?docid={03d049a6-c579485e-990a-463ce33c1eb9} (3) Even if you plan to participate in the Meeting online, 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 (for example, if there is an issue with your internet connection that prevents you from participating online). (4) Voting on all Resolutions will be conducted by poll. 1 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 must be received on or before 10.00am (AEDT) on 28 November 2023. 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. Information on how to ask questions during the Meeting, at the times designated by the Chair, is included in the Meeting Guide. TECHNICAL DIFFICULTIES If technical difficulties arise during the course of the Meeting, the Chair of the Meeting has discretion as to whether and how the Meeting should proceed. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where the Chair considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a directed proxy in advance of the Meeting even if they plan to participate in the Meeting online. 2 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 2023, 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 an ordinary resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with section 250R of the Corporations Act, the Company will disregard any votes cast in favour of this Resolution by or on behalf of members of the key management personnel (whose remuneration is disclosed in the remuneration report) or their closely related parties. However, the Company need not disregard a vote if the vote is not cast on behalf of a person described above and either: 2. (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (b) 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 the Resolution; and (ii) 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 key management personnel. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREW PICKERING 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 7.1A PLACEMENT FACILITY To consider and, if thought fit, to pass the following resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve that the Company may issue (or enter into agreements to issue) Equity Securities representing up to 10% of the issued capital of the Company (calculated in accordance with the formula prescribed in Listing Rule 7.1A.2) 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 as at the time of dispatching the Notice, no voting exclusion statement is required for this Resolution. 3 4. RESOLUTION 4 – APPROVAL OF ISSUES OF SECURITIES UNDER THE EMPLOYEE SHARE PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the future issue of securities under the Employee Share Plan (a summary of which is set out in Schedule 1) within the next three years, as described 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 eligible to participate in the Employee Share Plan 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: 5. (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. RESOLUTION 5 – APPROVAL OF ISSUES OF SECURITIES UNDER THE PERFORMANCE RIGHTS PLAN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the future issue of securities under the Performance Rights Plan (a summary of which is set out in Schedule 1) within the next three years, as described 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 eligible to participate in the Performance Rights Plan 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: (d) 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 (e) 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 (f) 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. 4 6. RESOLUTION 6 – RATIFICATION OF ISSUE OF OPTIONS TO BJØRN SHIPS INVEST AS 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 3,000,000 Options to Bjørn Ships Invest AS 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 Bjørn Ships Invest AS 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: 7. (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. RESOLUTION 7 – RATIFICATION OF ISSUE OF OPTIONS TO MATS FAGERBERG 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 2,000,000 Options to Mats Fagerberg 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 Mats Fagerberg or any of his associates (as defined in the Listing Rules). However, the Company need not disregard a vote cast in favour of this Resolution by: 8. (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. RESOLUTION 8 – RATIFICATION OF ISSUE OF SHARES TO MATTHEW REYNOLDS 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 448,656 Shares to Matthew Reynolds for the purposes and on the terms set out in the Explanatory Statement.” 5 Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Matthew Reynolds or any of his 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. 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 Gregory Martin 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 Tuesday, 28 November 2023. 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 date. VOTING BY PROXY Please refer to the Virtual Meeting Participation information on page 1 of this Notice for information on the virtual meeting and how to participate. 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 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. 6 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 Tuesday, 28 November 2023. Any proxy form received after that time will not be valid for the scheduled Meeting. 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 Resolutions 1, 4 or 5 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 Resolutions 1, 4 or 5 by signing and returning the proxy form (including via an