Announcement PDF FBR Limited ACN 090 000 276 Notice of Annual General Meeting Notice is given that the Meeting will be held at: Time: 11:00 am (WST) Date: 6 November 2025 Place: 88 Sultana Road West High Wycombe WA 6057 The business of the Meeting affects your shareholding and your vote is important. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (Sydney time) on 4 November 2025. Business of the Meeting Agenda 1. Financial Statements and Reports To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report. 2. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass, with or without amendment, 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, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2025.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3. Resolution 2 – Re-election of Director – Shannon Robinson To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of article 6.3 of the Constitution, Shannon Robinson, a Director who retires by rotation, and being eligible, is re-elected as a Director.” 4. Resolution 3 – Election of Director – Glenn Cooper To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of article 6.3(j) of the Constitution and ASX Listing Rule 14.4, and for all other purposes, Glenn Cooper, a Director who is to be appointed as an additional director on 1 October 2025, retires, and being eligible, is elected as a Director.” 5. Resolution 4 – Ratification of a prior issue –Placement To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 222,222,220 Shares to participants in the Placement on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who participated in the issue of Shares, or any associates of those persons. 6. Resolution 5 – Ratification of a prior issue – Share Purchase 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 ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 158,019,940 Shares to participants in the Share Purchase Plan on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who participated in the issue of Shares, or any associates of those persons. 7. Resolution 6 – Ratification of a prior issue – Share Purchase Plan Shortfall To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to up to 64,202,282 Shares to participants in the placement of the shortfall to the Share Purchase Plan on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who participated in the issue of Shares, or any associates of those persons. 8. Resolution 7 – Ratification of a prior issue – Option Fee To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 450,000,000 Options to GEM Global Yield LLC SCS on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of GEM Global Yield LLC SCS, or any of its associates. 9. Resolution 8 – Ratification of a prior issue – Facilitation Fee To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 78,986,631 Shares to GEM Global Yield LLC SCS (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of GEM Global Yield LLC SCS (or its nominee(s)), or any associates of those persons. 10. Resolution 9 – Ratification of a prior issue – Lead Manager Fee To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,666,666 Shares to the Lead Manager (or its nominees) on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Lead Manager (or its nominee(s)) , or any of its associates. 11. Resolution 10 – Ratification of a prior issue – Olderfleet Shares To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 235,000,000 Shares to Olderfleet Capital Corp Pty Ltd on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Olderfleet Capital Corp Pty Ltd, or any of its associates. 12. Resolution 11 – Approval of 10% Placement Capacity 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 Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 13. Resolution 12 – Renewal of Proportional Takeover Provisions To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of section 648G of the Corporations Act and for all other purposes, approval is given to renew the proportional takeover provisions contained in Schedule 5 of the Constitution for a period of three years from the date of passing this Resolution.” 14. Resolution 13 – Approval of issues of Equity Incentives under an Employee Incentive Scheme To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, approval is given to enable the Company to issue Equity Incentives under the employee incentive scheme titled “FBR Limited Employee Securities Incentive Plan” as an exception to ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the FBR Limited Employee Securities Incentive Plan, or any of their associates. Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Dated: 22 September 2025 By order of the Board Rhys Waldon Company Secretary Voting exclusion statements Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: (a) each Shareholder has a right to appoint a proxy; (b) the proxy need not be a Shareholder of the Company; and (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean 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, who must vote the proxies as directed. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9380 0240. Explanatory Statement This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. Annual Report Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on its website at https://investors.fbr.com.au/annual-reports. There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act. 2. Resolution 1 – Adoption of Remuneration Report 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences The vote on Resolution 1 is advisory only and does not bind the Company or its directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices. A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 3. Resolution 2 – Re-election of Director – Shannon Robinson 3.1 General Article 6.3 of the Constitution sets out the requirements for Directors to retire by rotation. As a result Shannon Robinson is to retire by rotation at this Meeting. Shannon Robinson has been a Director since 24 April 2024 and was last re-elected by Shareholders on 18 November 2024. She will retire at the Meeting in accordance with the Constitution and, being eligible, seeks re-election from Shareholders. 3.2 Qualifications and other material directorships Ms Robinson is an experienced company director and a former corporate lawyer with 20 years’ corporate experience. Ms Robinson is a graduate member of the Australian Institute of Company Directors (AICD) and a fellow graduate of the Governance Institute of Australia. Ms Robinson is currently Non-Executive Chair of FortifAI Ltd (ASX: FTI) and Yojee Limited (ASX: YOJ). 3.3 Independence The Board considers that Ms Robinson is an independent director. 3.4 Board recommendation The Board supports the re-election of Ms Robinson and recommends that Shareholders vote in favour of Resolution 2. 4. Resolution 3 – Election of Director – Glenn Cooper 4.1 General Pursuant to Article 6.3(j) and ASX Listing Rule 14.14, any Director so appointed holds office only until the next following annual general meeting of the Company and is then eligible for election by Shareholders but is not taken into account in determining the Directors to retire by rotation at that meeting. As announced on 19 September 2025, Glenn Cooper is to be appointed by the Directors as an additional director of the Company effective 1 October 2025. He will retire at the Meeting in accordance with the Constitution and ASX Listing Rule 14.4, and, being eligible, seeks election from Shareholders. 4.2 Qualifications and other material directorships Mr Cooper was previously a director of FBR from April 2024 to April 2025. Mr Cooper has an engineering, sales and business operations background with over 25 years’ experience as a senior executive in the construction, manufacturing and mobile equipment industries, including with global OEMs such as Liebherr, Sandvik and Hitachi. He is experienced across all business functions in the construction equipment industry, including sales, commercialisation and operational management. Mr Cooper has held previous (and current) directorships and senior executive roles at regional and global levels and has recently been group CEO of ASX listed company Bisalloy Steel Group Limited (ASX:BIS). Mr Cooper is a graduate member of the AICD. 4.3 Independence The Board considers that Mr Cooper will be an independent director. 4.4 Board recommendation The Board supports the re-election of Mr Cooper and recommends that Shareholders vote in favour of Resolution 3. 5. Background to Resolutions 4 to 10 (Ratifications of prior issues) On 8 August 2025, the Company announced that it had received firm commitments to raise A$1,000,000, before costs of the raising, via a placement of approximately 222.2 million shares at a price of A$0.0045 per share (Placement). In addition, the Company announced details of a share purchase plan to raise up to A$1,000,000 at the same issue price as the Placement (SPP). Placement The Placement was completed on 18 August 2025 using the Company’s placement capacity under ASX Listing Rule 7.1A and Shareholder approval to ratify this issue is the subject of Resolution 4. Peak Asset Management (Copeak Pty Ltd (ACN 607 161 900) is an authorised representative No. 1295246 of LeMessurier Securities Pty Ltd under its Australian Financial Services Licence No. 296877) (Lead Manager) was engaged to act as lead manager to the Placement pursuant to a mandate (Lead Manager Mandate). The Company has agreed to pay the Lead Manager (or its nominee(s)) up to 6% of funds raised under the Placement (up to $60,000 (plus GST)) of which 50% will be satisfied by the issue of Shares at a deemed issue price equal to the price of Shares issued under the Placement. The engagement of the Lead Manager is otherwise on customary terms and conditions. Shareholder approval to ratify the issue of 6,666,666 Shares in satisfaction of cash fees otherwise payable to the Lead Manager is the subject of Resolution 9. SPP The SPP was undertaken in accordance with ASIC Class Order 2019/547 (Share and Interest Purchase Plans). As the Company completed a share purchase plan in November 2024 it is unable to rely on ASX Listing Rule 7.2 Exception 5 for the SPP. Therefore, the issue of Shares under the SPP utilised the Company’s placement capacity under ASX Listing Rule 7.1A. The SPP was completed on 5 September 2025 raising a total of approximately $711,000. The Directors reserved their discretion to seek to place that number of Shares at the same issue price as the SPP Shares to raise the remaining approximately $289,000 to raise an aggregate of A$1,000,000 (before costs) when combined with the amount raised under the SPP, or such higher amount as determined by the Directors, subject to compliance with the ASX Listing Rules and Corporations Act. The Lead Manager will also assist the Company to place any shortfall to the SPP. Shareholder approval to ratify the issue of Shares under the SPP is the subject of Resolution 5. Shareholder approval to ratify the issue of any shortfall to the SPP up to an aggregate of 64,202,282 Shares is the subject of Resolution 6. Share Subscription Facility On 6 August 2025, the Company announced it had entered into a financing agreement with GEM Global Yield LLC SCS (GEM) for up to A$20 million through a share subscription facility (SSF) over a three-year period. The SSF is a funding facility providing working capital at the Company’s discretion. Pursuant to the SSF, the Company may draw down funds in tranches in exchange for issuing new Shares to GEM over the three-year period. There is no minimum drawdown obligation. The SSF sets out a process whereby the Company can issue a drawdown notice, subject to certain conditions, specifying the number of Shares to be drawn. The quantity of Shares in a drawdown request is limited to 1000% of the average daily volume of the preceding 15 trading days. GEM may subscribe for between 50% and 200% of the drawdown request. The issuance of a drawdown notice commences a period of 15 consecutive trading days (Draw Down Pricing Period). The subsequent trading day after the Draw Down Pricing Period, a drawdown will occur at a price equivalent to 90% of the average daily VWAP of Shares during the Draw Down Pricing Period (Purchase Price). FBR may set a minimum drawdown price. The issue of Shares to GEM pursuant to a drawdown notice is conditional on the Company having sufficient placement capacity under ASX Listing Rules 7.1 or 7.1A (as applicable) or obtaining requisite Shareholder approval for the issue. A loan to GEM of the quantity of Shares specified in a drawdown notice is required with an equivalent number of Shares returned to the lender following completion of a drawdown. In consideration for the SSF, the Company has issued 450,000,000 Options to GEM on the terms and conditions set out in Schedule 1 (Option Fee). The Company also paid a facility fee under the terms of the SSF of 1.8% ($360,000). This fee was satisfied by the issue of Shares at an issue price equal to the average daily VWAP of Shares during the 15 consecutive trading days preceding the date for payment of the facility fee (6 September 2025) (Facilitation Fee). Ratification of the issue of Options in satisfaction of the Option Fee is subject to Shareholder approval under Resolution 7. Ratification of the issue of Shares under the SFF in satisfaction of the Facilitation Fee is subject to Shareholder approval under Resolution 8. Share Subscription Agreement On 4 September 2025, the Company announced it had entered into a share subscription agreement with Olderfleet Capital Corp Pty Ltd (Olderfleet) to give effect to the share lending deeds contemplated by the SSF and to implement the SSF with GEM. During the term of the SSF, the Company may give notice to Olderfleet requiring it to subscribe for Shares. On 8 September 2025, the Company issued 235,000,000 Shares to Olderfleet at an issue price of $0.004677 (representing the VWAP of Shares traded on ASX over the 20 trading days immediately prior to the date of the subscription notice). The Company is deemed to have loaned the subscription price to Olderfleet with such amount to be repaid on request by the Company or when the SSF with GEM is terminated by remitting the net proceeds of sale of the Shares issued to it under this agreement. Ratifcation of the issue of Shares to Olderfleet is subject to Shareholder approval under Resolution 10. 6. Resolution 4 – Ratification of a prior issue –Placement 6.1 General Details of the Placement are set out in Section 5. Resolution 4 seeks Shareholder approval to ratify the issue of the Shares issued under the Placement. 6.2 ASX Listing Rule 7.1 ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (Placement Capacity). 6.3 ASX Listing Rule 7.1A ASX Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue, during the period for which the approval is valid, a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1 (Additional Placement Capacity). The Company obtained the required Shareholder approval at its previous annual general meeting on 18 November 2024 and has the Additional Placement Capacity until the date of the Meeting (or such earlier date as determined by the ASX Listing Rules). 6.4 ASX Listing Rule 7.4 ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1. The issue of equity securities under the Additional Placement Capacity can also be ratified under ASX Listing Rule 7.4. 6.5 Effect of the Resolution The Company had not issued or agreed to issue any equity securities using the Additional Placement Capacity until the Placement, and the full amount of the Additional Placement Capacity was available to the Company at the time it agreed to issue the Placement Shares. The issue of the Shares the subject of Resolution 4 did not breach ASX Listing Rule 7.1A but effectively used up part of the Additional Placement Capacity available under ASX Listing Rule 7.1A. By ratifying the issue of the Shares the subject of Resolution 4, the Company will retain the flexibility to issue equity securities in the future up to the Additional Placement Capacity (being, subject to Resolution 11 being passed, up to its next annual general meeting after the Meeting or such earlier date as determined by the ASX Listing Rules) without the requirement to obtain prior Shareholder approval. The base figure (referred to as variable “A” in the formula in ASX Listing Rule 7.1) from which the Company’s Placement Capacity and Additional Placement Capacity is calculated, will be a higher number, which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval. If Resolution 4 is not passed, then the Company’s Additional Placement Capacity under ASX Listing Rule 7.1A will not be refreshed; the result being that the Shares the subject of Resolution 4 will continue to be included in calculating the Company’s use of the 10% limit under ASX Listing Rule 7.1A, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval using Additional Placement Capacity (which requires Resolution 11 to be passed at the Meeting). 6.6 Board Recommendation The Directors recommend that Shareholders vote in favour of Resolution 3. 6.7 Technical information required by ASX Listing Rule 7.5 Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4: (a) the Shares were issued to sophisticated and professional investors who were identified through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company; (b) the number of Shares issued was 222,222,220; (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the Shares were issued on 18 August 2025; (e) the Shares were issued at an issue price of $0.0045 each; (f) the Company received $1,000,000 (before costs) from the issue of the Shares, which is intended to be applied towards working capital to complete commissioning of a further Hadrian X robot, development of new DST®-enabled products, advancement of workstreams such as the collaboration with Samsung Heavy Industries, and toward the launch of FBR’s new ‘Mantis’ robotic welder. Additionally, funds raised will be used in repaying debt facilities, furthering commercial WaaS® projects in Australia and the United States, and for costs of the Placement; and (g) the Shares were issued pursuant to customary placement agreements between the Company and participants in the Placement. 7. Resolution 5 – Ratification of a prior issue –Share Purchase Plan 7.1 General