Announcement PDF FBR Limited ACN 090 000 276 Notice of Annual General Meeting Notice is given that the Meeting will be held at: Time: 1:00 pm (WST) Date: 23 November 2026 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 21 November 2026. 2 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 2026, 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 2026.” 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 – Mark Pivac 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, Mark Pivac, a Director who retires by rotation, and being eligible, is re-elected as a Director.” 4. Resolution 3 – Election of Director – Lindsay Partridge 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, Lindsay Partridge, a Director who is to be appointed as an additional director on 9 February 2026, retires, and being eligible, is elected as a Director.” 3 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 13,043,480 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, or any associates of those persons. 6. Resolution 5 – Ratification of prior issues – Subscription To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions 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 (a) 21,914,697 Shares under ASX Listing Rule 7.1 capacity; and (b) 2,374,777 Shares under ASX Listing Rule 7.1A capacity, each to the Subscriber (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 relevant Resolution by or on behalf of any person who participated in the issue, or any associates of those persons. 7. Resolution 6 – Approval to issue Options – Subscription 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 7.1 and for all other purposes, approval is given for the Company to issue up to 24,289,474 Options to the Subscriber (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 this Resolution by or on behalf of a person who is expected to participate in the issue, 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 shares in the Company), or any associates of those persons. 8. Resolutions 7(a) and 7(b) – Approval to issue Options – Placement and SPP To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue: (a) up to 13,043,480 Options to Placement Participants (or their nominee(s)); and (b) up to 8,605,188 Options to SPP Participants (or their nominee(s); and each on the terms and conditions set out in the Explanatory Statement.” 4 Voting Exclusion: The Company will disregard any votes cast in favour of the relevant Resolution by or on behalf of a person who is expected to participate in the issue, 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 shares in the Company), or any associates of those persons. 9. Resolutions 8(a) to 8(c) – Issue of Shares and Options – Capital Raising Fees To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue: (a) up to 7,000,000 Broker Shares to the Joint Lead Managers (or their nominee(s)); (b) up to 4,027,247 Lead Manager Options to the Joint Lead Managers (or their nominee(s)); and (c) up to 32,894,662 Subscription Fee Options to the Subscriber (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 relevant Resolution by or on behalf of a person who is expected to participate in the issue, 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 shares in the Company), or any associates of those persons. 10. Resolutions 9(a) to 9(b) – Approval to Issue Shares to Related Parties in lieu of Director Fees To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and all other purposes, approval is given for the issue of: (a) up to 657,895 Shares to Lindsay Partridge (or his nominee(s)) and (b) up to 657,895 Shares to Shannon Robinson (or her nominee(s)), each on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the relevant Resolution by or on behalf of: (a) Lindsay Partridge (or his nominee(s)); (b) Shannon Robinson (or her nominee(s)); and any other person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons. Voting Prohibition: A person appointed as a proxy must not vote, on the basis of that appointment, on the relevant 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. 5 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 the remuneration of a member of the Key Management Personnel. 11. Resolution 10 – Approval to issue Shares on conversion of the First Tranche Convertible Notes 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 7.1 and for all other purposes, Shareholders approve the issue of Shares on conversion of the First Tranche Convertible Notes 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 SBC Global Investment Fund (or its nominee(s)), or any other 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 of those persons. 12. Resolution 11 – Approval to issue the Second Tranche Convertible Notes 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 7.1 and for all other purposes, Shareholders approve the issue of 500,000 Convertible Notes to SBC Global Investment Fund (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 SBC Global Investment Fund (or its nominee(s)), or any other 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 of those persons. 13. Resolutions 12(a) to 12(c) – Approval to issue Shares and Options in relation to the Second Tranche Convertible Notes To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of: (a) the Second Tranche Placement Shares; (b) the Second Tranche Establishment Fee Shares; and (c) the Second Tranche Options, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the relevant Resolution by or on behalf of SBC Global Investment Fund (or its nominee(s)), or any other 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 of those persons. 14. Resolution 13 – Approval to issue the Third Tranche Convertible Notes To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: 6 “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 500,000 Convertible Notes to SBC Global Investment Fund (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 SBC Global Investment Fund (or its nominee(s)), or any other 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 of those persons. 15. Resolutions 14(a) to 14(c) – Approval to issue Shares and Options in relation to the Third Tranche Convertible Notes To consider and, if thought fit, to pass, with or without amendment, each of the following resolutions as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of: (a) the Third Tranche Placement Shares; (b) the Third Tranche Establishment Fee Shares; and (c) the Third Tranche Options, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion: The Company will disregard any votes cast in favour of the relevant Resolution by or on behalf of SBC Global Investment Fund (or its nominee(s)), or any other 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 of those persons. 16. Resolution 15 – 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.” 17. Resolution 16 – Appointment of Auditor – Hall Chadwick To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of section 327B(1) and 327C(2) of the Corporations Act and for all other purpose, approval is given for the appointment of Hall Chadwick WA Audit Pty Ltd as auditor of the Company, having been appointed by the Directors to fill a casual vacancy effective 2 July 2026.” Dated: 13 October 2026 By order of the Board Rhys Waldon Company Secretary 7 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. 8 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. 9 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 – Mark Pivac 3.1 General Article 6.3 of the Constitution sets out the requirements for Directors to retire by rotation. As a result, Mark Pivac is to retire by rotation at this Meeting. Mark Pivac has been a Director since 18 November 2015 and was last re-elected by Shareholders on 18 November 2024. He 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 Mark Pivac is the primary inventor of FBR’s automated bricklaying technology. He has been an executive director of FBR for 10 years. He is an aeronautical and mechanical engineer with over 35 years’ experience working on the development and commercialisation of high- technology equipment ranging from aircraft and production machinery to heavy off-road equipment. Mark has also worked extensively with design, commissioning and fault finding on servo controlled motion systems achieving very high dynamic performance. Prior to being appointed as CEO, Mark was CTO, inventor of DST®, and founder of FBR. Prior to FBR, Mark ran a consulting engineering, design and manufacturing business. Mark has no other material directorships. 3.3 Independence The Board considers that Mr Pivac is not an independent director. 3.4 Board recommendation The Board supports the re-election of Mr Pivac and recommends that Shareholders vote in favour of Resolution 2. 4. Resolution 3 – Election of Director – Lindsay Partridge 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 9 February 2026, Lindsay Partridge was appointed by the Directors as an additional director of the Company effective 9 February 2026. He will retire at the Meeting in accordance with the Constitution and ASX Listing Rule 14.4, and, being eligible, seeks election from Shareholders. 10 If this Resolution is passed, Mr Partridge will continue in his role as a Director. If this Resolution is not passed, Mr Partridge will not continue in his role as a Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. 4.2 Qualifications and other material directorships Mr Partridge brings to the Board over 40 years of distinguished commercial experience, including a 25-year tenure as the Managing Director and Chief Executive Officer of Brickworks Limited, Australia’s largest building materials supplier. During his leadership, Mr Partridge oversaw the transformation of Brickworks from a domestic manufacturer into a diversified multinational organisation, growing its asset base from approximately $500 million to over $6 billion at the time of his retirement in 2024. Mr Partridge holds a Bachelor of Engineering (Ceramic Engineering) from the University of New South Wales and has completed the Stanford University Executive Program. In 2012, Mr Partridge was appointed a Member of the Order of Australia for services to the building and construction industry, and in 2018 the HIA awarded Mr Partridge the prestigious Sir Phillip Lynch Award of Excellence, recognising him for his outstanding and distinguished contribution to the residential building industry at the highest level of excellence and integrity. Mr Partridge has no other material directorships. 4.3 Independence The Board considers that Mr Partridge will be an independent director. 4.4 Board recommendation The Board supports the re-election of Mr Partridge and recommends that Shareholders vote in favour of Resolution 3. 5. Background to Resolutions 4 to 8(c) – Capital Raising matters On 7 September 2026, the Company announced that it had received firm commitments to raise $1,500,000, before costs of the raising, via a placement of approximately 13 million Shares at a price of $0.115 per Share (Placement). In addition, the Company announced details of a share purchase plan to raise up to $2,500,000 (SPP). Shares under the SPP were offered at a price equal to the lower of A$0.115 (the issue price under the Placement) and a 2.5% discount to the 5-trading day volume weighted average price of FBR shares (VWAP) immediately prior to the closing date of the SPP, rounded down to the nearest 0.1 cent (subject to satisfying the price restrictions in Exception 5 of Listing Rule 7.2). At the closing date of the SPP, the issue price per Share under the SPP was determined to be $0.076. Placement The Placement was completed on 10 and 14 September 2026 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. The Placement also includes one (1) free Option exercisable at $0.14 on or before the date that is five years following the date of issue (Placement Options) for every one (1) Share issued under the Placement. The Placement Options will be offered under a separate 11 options prospectus (Prospectus) and their issue remains subject to Shareholder approval (refer to Resolution 7(a)). The Company intends to seek quotation of the Placement Options subject to meeting ASX requirements for quotation. SPP The SPP was undertaken in accordance with ASIC Class Order 2019/547 (Share and Interest Purchase Plans) and closed on 25 September 2026 raising $654,000. The SPP Shares (8,605,188) were issued on 2 October 2026 and does not require Shareholder approval in reliance on Exception 5 of ASX Listing Rule 7.1. In addition, SPP participants will be offered one (1) Option (on the same terms as the Placement Options) for every one (1) Share subscribed for and issued under the SPP (SPP Options). The SPP Options will be offered under the Prospectus and their issue remains subject to Shareholder approval (refer to Resolution 7(b)). Joint Lead Managers to the Placement The Company engaged Alpine Capital Pty Ltd (ACN 155 409 653 / Australian Financial Services Licence No. 422 477) and Peak Asset Management Pty Ltd (ACN 689 835 201) is an authorised representative No. 001316978 of LeMessurier Securities Pty Ltd under its Australian Financial Services Licence No. 296877) to act as joint lead managers to the Placement (Joint Lead Managers or JLMs). For services as lead managers to the Placement, the Company has agreed to pay the JLMs (or their nominees): • a capital raising fee of 6% (excluding GST) on all funds raised under the Placement through any introductions made by the JLMs; • one (1) option for every three (3) shares issued in respect of funds raised under the Placement through any introductions made by the JLMs (Lead Manager Options). The Lead Manager Options will be on the same terms as the Placement Options and their issue remains subject to Shareholder approval (refer to Resolution 8(b)); • up to 7,000,000 shares (Broker Shares) based on the total amount raised under the Placement and SPP, with 3,000,000 Broker Shares issued subject to raising $3,000,000 and a further 4 Broker Shares per $1 raised up to $4,000,000. The issue of the Broker Shares remains subject to Shareholder approval (refer to Resolution 8(a)); and • a monthly corporate advisory fee retainer of $6,000 (excluding GST) for 12 months. Subscription On 7 October 2026, the Company announced it had entered into a subscription agreement (Subscription Agreement) with Alpine Capital Pty Ltd (Subscriber) to raise the remaining $1.846m (Subscription) of its A$4m capital raising announced on 7 September 2026. The Subscription will be completed through the issue of 24,289,474 Shares to the Subscriber (or its nominees) at an issue price of 7.6 cents per Share (the same as the recently completed SPP) utilising the Company’s existing capacity under Listing Rules 7.1 and 7.1A and Shareholder approval to ratify this issue is the subject of Resolutions 5(a) and 5(b). The Subscription also includes one (1) free option exercisable at A$0.14 on or before the date that is five years following the date of issue (Subscription Options) for every one (1) share issued under the Subscription. The Subscription Options are on the same terms as Options being issued to subscribers to the recently completed Placement and SPP. The 12 Subscription Options will be offered under the Prospectus and their issue remains subject to Shareholder approval (refer to Resolution 6). As a result of entering into the Subscription Agreement the Company has agreed to terminate the underwriting agreement previously announced on 8 September 2026. The Company has agreed to pay the Subscriber (or its nominees) the following fees in relation to the Subscription: • a cash fee of $150,000 (excluding GST); and • 32,894,662 Options (on the same terms as the Subscription Options) (Subscriber Fee Options). The Subscriber Fee Options will be offered under the Prospectus and their issue remains subject to Shareholder approval (refer to Resolution 8(c)). The Company has also agreed to reimburse the Subscriber for reasonable out of pocket expenses incurred in connection with the subscription. The Company has made a number of representations and warranties under the Subscription Agreement which are considered standard for an agreement of this nature and the agreement is otherwise on customary terms. 6. Resolution 4 – Ratification of a prior issue –Placement 6.1 General Details of the Placement are set out in Section 5. R