Announcement PDF All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code: ATH 29 April 2026 Upcoming General Meeting of Shareholders Dear Shareholder, Alterity Therapeutics Limited, ACN 080 699 065 (ASX: ATH or “the Company”), advises that a General Meeting will be held online at investor.automic.com.au on Friday, 29 May 2026 at 12pm (AEST) (Meeting). Notice of Meeting The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at www.alteritytherapeutics.com or the Company's ASX market announcements platform at www.asx.com.au (ASX: ATH). In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy. Voting by Proxy Online scan the QR code below using your smartphone Lodge the Proxy Form online at https://singleholding.automic.com.au/login by following the instructions: 1. Login to the Automic website using the holding details as shown on your holding statement. 2. Click on ‘Meetings’ - ‘Vote’. To use the online lodgment facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement. For further information on the online proxy lodgement process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Shareholder queries in relation to the Meeting Shareholders can contact the Company Secretary, Abby Macnish Niven, with any questions prior to the meeting via email at cfo@alteritytx.com. Copies of all Meeting related material including the Notice are available to download from the Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website. The Company strongly encourages Shareholders to lodge a directed proxy form prior to the Meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting. Further details of how to participate in the Meeting are set out in the Online Meeting Guide. Authorised for ASX release by the Board of Alterity Therapeutics Limited. ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 12.00pm (AEST) DATE: Friday 29 May 2026 PLACE: online at investor.automic.com.au The business of the Meeting affects your shareholding and your vote is important. This Notice 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 (AEST) on Wednesday 27 May 2026. 7160-01/3926629_10 1 B U S I N E S S OF TH E M E E T I N G AGENDA 1. RESOLUTION 1 – ELECTION OF DIRECTOR – MR JULIAN BABARCZY To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 6.1 of the Constitution and for all other purposes, Mr Julian Babarczy, a Director who was appointed casually on 21 November 2025, retires, and being eligible, is elected as a Director.” 2. RESOLUTION 2 – ELECTION OF DIRECTOR – MS ANN CUNNINGHAM To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 6.1 of the Constitution and for all other purposes, Ms Ann Cunningham, a Director who was appointed as an additional Director on 17 April 2026, retires, and being eligible, is elected as a Director.” 3. RESOLUTION 3 – CONSOLIDATION OF CAPITAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to section 254H of the Corporations Act and for all other purposes, Shareholders approve the consolidation of the issued capital of the Company on the basis that: (a) every fifty (50) Shares be consolidated into one (1) Share; and (b) every fifty (50) Options be consolidated into one (1) Option, with fractional entitlements rounded up to the nearest whole Security." 4. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR – MR JULIAN BABARCZY 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 10.11 and for all other purposes, approval is given for the Company to issue up to 100,000,000 Options (on a pre-Consolidation basis) to Mr Julian Babarczy (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO MONTOYA PTY LTD ATF BUTTERCUP TRUST 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 10.11 and for all other purposes, approval is given for the Company to issue up to 50,000,000 Options (on a pre-Consolidation basis) to Montoya Pty Ltd ATF Buttercup Trust (an entity associated with Director, Mr Lawrence Gozlan) (or its nominee(s) on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – AMENDMENT TO CONSTITUTION To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend its Constitution to include a new clause 2.9 setting the issue cap for issues of Securities under the Plan to 10% of 2 the issued capital of the Company for the purposes of section 1100V(2) of the Corporations Act.” 7. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES UNDER AN INCENTIVE 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 Company to issue up to a maximum of 1,087,541,633 Securities (on a pre-Consolidation basis) under the Plan, on the terms and conditions set out in the Explanatory Statement.” Dated: 29 April 2026 3 Voting Prohibition Statements Resolution 4 – Approval to issue Options to Director – Mr Julian Babarczy 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. Resolution 7 – Approval to issue Securities under an incentive plan 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. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons: However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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 4 – Approval to issue Options to Director – Mr Julian Babarczy Mr Julian Babarczy (and/or his nominee(s)) 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 an associate of that person or those persons. Resolution 5 – Approval to issue Options to Montoya Pty Ltd ATF Buttercup Trust Montoya Pty Ltd ATF Buttercup Trust (or its nominee(s)) 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 an associate of that person or those persons. Resolution 7 – Approval to issue Securities under an incentive plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. 4 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: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Venue and voting information The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic. Shareholders that have an existing account with Automic will be able to watch, listen and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. To access the virtual meeting on the day: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting. 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to join the meeting. 4. Click on “Join Meeting” and follow the prompts on screen to register and vote. Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to Abby Macnish Niven at cfo@alteritytx.com at least 48 hours before the Meeting. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. 5 Voting virtually at the Meeting Shareholders who wish to vote virtually on the day of the Meeting can do so by logging into the Automic shareholder portal. 1. Open your internet browser and go to investor.automic.com.au 2. Login using your username and password. If you do not already have an account, click “Register” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform. 3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “Register”. Alternatively, select Meetings from the left-hand menu. 4. Click on “Join Meeting” and follow the prompts. 5. When the Chair of the Meeting declares the poll open, select the “Voting” dropdown menu on the right-hand side of your screen. 6. Select either the “Full” or “Allocate” option to access your electronic voting card. 7. Follow the prompts to record your voting direction for each resolution and click “Submit votes”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important: Votes cannot be amended once submitted. For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/ It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 3 9349 4906. 6 E X PL A N A T O R Y S T A T E M E N T 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. RESOLUTIONS 1 AND 2 – ELECTION OF DIRECTORS 1.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. Mr Julian Babarczy and Ms Ann Cunningham, having each been appointed by other Directors on 21 November 2025 and 17 April 2026, respectively, in accordance with the Constitution, will each retire in accordance with the Constitution and being eligible, seek election from Shareholders. If Mr Babarczy and Ms Cunningham are elected at the Meeting, they will not be required to retire and stand for re-election at the Company’s next annual general meeting pursuant to clause 6.1(c) of the Constitution and Listing Rule 14.4 (unless otherwise required to retire by rotation). 1.2 Background - Mr Babarczy Further information in relation to Mr Julian Babarczy is set out below. Qualifications, experience and other material directorships Mr Babarczy is an experienced investment executive and company director with an over 25-year career in Australia’s financial markets. He spent over a decade in senior leadership roles at Regal Partners, contributing to the firm’s growth from a boutique fund manager to a multi-billion-dollar investment house, where he led or contributed to a range of investment portfolios spanning a wide range of sectors. Since 2020, Mr Babarczy has focused on board leadership and strategic advisory roles, supporting high-growth companies in technology, financial services, natural resources and other innovation-led industries. He possesses significant capital markets expertise, strong governance capabilities and a hands-on approach to assisting companies to scale both operationally and geographically. Mr Babarczy has successfully completed all three of the CFA Charterholder examinations and holds a Bachelor of Business from Monash University. Term of office Mr Babarczy has served as a Director since 21 November 2025. Independence If re-elected, the Board considers that Mr Babarczy will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Babarczy. Board recommendation Having received an acknowledgement from Mr Babarczy that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Mr Babarczy 7 since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Babarczy) recommend that Shareholders vote in favour of this Resolution. 1.3 Background - Ms Cunningham Further information in relation to Ms Cunningham is set out below. Qualifications, experience and other material directorships Ms Cunningham has more than 25 years of pharma/biotech experience having most recently served as Chief Commercial Officer at Vistagen Therapeutics where she also serves on the Board of Directors. Prior to that, Ms Cunningham served as VP of Neurodegenerative Disease and Psychiatry at Teva after 15 years at Lilly where she led several marketing and sales teams. She holds a B.A. in Psychology from Yale University and an M.B.A. from the University of Michigan. She is the Founder and CEO of i3 Strategy Partners. Term of office Ms Cunningham has served as a Director since 17 April 2026. Independence If re-elected, the Board considers that Ms Cunningham will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Ms Cunningham. Board recommendation Having received an acknowledgement from Ms Cunningham that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Ms Cunningham since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Ms Cunningham) recommend that Shareholders vote in favour of this Resolution. 1.4 Technical information required by Listing Rule 14.1A If Resolution 1 is passed, Mr Babarczy will be elected to the Board as an independent Director. If Resolution 1 is not passed, Mr Babarczy will not continue in his role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. If Resolution 2 is passed, Ms Cunningham will be elected to the Board as an independent Director. If Resolution 2 is not passed, Ms Cunningham will not continue in her role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 2. RESOLUTION 3 – CONSOLIDATION OF CAPITAL 2.1 Background This Resolution seeks Shareholder approval for the purposes of section 254H of the Corporations Act and all other purposes to consolidate the Company's issued capital on a 50:1 basis (Consolidation). 8 2.2 Legal requirements Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number. Listing Rule 7.20 provides that if an entity proposes to reorganise its capital, it must tell shareholders of each of the following: (a) the effect of the proposal on the number of securities and the amount unpaid (if any) of the securities; (b) the proposed treatment of any fractional entitlements arising from the reorganisation; and (c) the proposed treatment of any convertible securities on issue. Listing Rule 7.21 provides that an entity which has convertible securities (except options) on issue may only reorganise its capital if, in respect of the convertible securities, the number of securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive. Listing Rule 7.22 provides that where an entity with options on issue undertakes a consolidation of its issued capital, the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio. 2.3 American Depositary Receipt (ADR) A proportion of the Shares are held in the form of ADRs. Each ADR currently represents an interest in 600 Shares. The Company intends to instruct the depositary of its ADRs, HSBC, to adjust the ratio of the Company's ADRs in the same proportion as contemplated by this Resolution 3, such that the number of Shares which each ADR will represent on a post-Consolidation basis will be decreased by a factor of 50 from 600 to 12. As such, the Company does not anticipate the price of the ADRs to change proportionally to the Consolidation ratio. 2.4 Effect on capital structure The effect which the Consolidation will have on the Company’s capital structure is set out in the table below. SHARES OPTIONS1 Pre-Consolidation 10,875,416,329 3,176,850,067 Post-Consolidation3,4 217,508,327 63,537,002 Resolution 4 – Issue of Options to Mr Babarczy2 Nil 2,000,000 Resolution 5 – Issue of Options to Montoya Pty Ltd ATF Buttercup Trust2 Nil 1,000,000 Completion of all Resolutions3,4 217,508,327 66,537,002 Notes: 1. The terms of these Options are set out in the table below. 2. Assumes Shareholders approve the issue of Resolutions 4 and 5. These figures are reflected on a post- Consolidation basis. 3. Assumes no other Shares are issued (including on the exercise or conversion of convertible securities). 4. Subject to rounding of fractional entitlements in accordance with Section 2.5 below. The effect that the Consolidation will have on the terms of the convertible securities that are currently on issue (subject to rounding of fractional entitlements) is set out in the tables below: 9 Quoted Options CLASS EXPIRY DATE PRE-CONSOLIDATION POST-CONSOLIDATION NUMBER EXERCISE PRICE NUMBER EXERCISE PRICE ASX: ATHO 31 Aug 2026 931,232,089 AUD$0.01 18,624,642 AUD$0.50 ASX: ATHOA 26 Feb 2027 1,222,300,911 AUD$0.028 24,446,019 AUD$1.40 Unquoted Options CLASS EXPIRY DATE PRE-CONSOLIDATION POST-CONSOLIDATION NUMBER EXERCISE PRICE NUMBER EXERCISE PRICE ASX: ATHAAE 29 Nov 2026 10,000,000 AUD$0.0375 200,000 AUD$1.875 ASX: ATHAAG 29 Nov 2026 11,500,000 AUD$0.0238 230,000 AUD$1.19 ASX: ATHAE 8 Aug 2030 11,500,000 AUD$0.013 230,000 AUD$0.65 ASX: ATHAF 8 Aug 2030 312,400,200 USD$0.0086 6,248,004 USD$0.43 ASX: ATHAD 1 Jul 2030 15,000,000 AUD$0.01 300,000 AUD$0.50 ASX: ATHAAK 30 Dec 2027 170,000,000 AUD$0.01 3,400,000 AUD$0.50 ASX: ATHAAH 19 Dec 2026 8,000,000 AUD$0.0105 160,000 AUD$0.525 ASX: ATHAB 13 Mar 2029 62,500,000 USD$0.0031 1,250,000 USD$0.155 ASX: ATHAA 13 Mar 2029 20,166,667 AUD$0.004 403,334 AUD$0.20 ASX: ATHAC 21 Mar 2029 40,000,200 USD$0.003 800,004 USD$0.15 ASX: ATHAAL 9 Jan 2031 18,000,000 AUD$0.008 360,000 AUD$0.40 ASX: ATHAAM 13 Jan 2031 43,500,000 USD$0.0057 870,000 USD$0.285 ASX: Unlisted options 26 Mar 2031 61,500,000 USD$0.0057 1,230,000 USD$0.285 ASX: Unlisted options 15 April 2031 27,000,000 AUD$0.009 540,000 AUD$0.45 ASX: Unlisted options 15 April 2031 212,250,000 USD$0.006 4,245,000 USD$0.302 2.5 Fractional entitlements Not all security holders will hold that number of Securities which can be evenly divided by 50. Fractional entitlements will be rounded up to the nearest whole number. 2.6 Indicative timetable If this Resolution is passed, the Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the Listing Rules): ACTION DATE Company announces Consolidation and releases Appendix 3A.3 Wed 29 April 2026 Company sends out the Notice Wed 29 April 2026 Shareholders approve the Consolidation Fri 29 May 2026 Company announces Effective Date of Consolidation Mon 1 June 2026 Effective Date of Consolidation Mon 1 June 2026 Last day for pre-Consolidation trading Tue 2 June 2026 Post-Consolidation trading commences on a deferred settlement basis Wed 3 June 2026 10 ACTION DATE Record Date Thurs 4 June 2026 Last day for the Company to register transfers on a pre-Consolidation basis First day for the Company to update its register and send holding statements to security holders reflecting the change in the number of Securities they hold Fri 5 June 2026 Last day for the Company to update its register and to send holding statements to security holders reflecting the change in the number of Securities they hold and to notify ASX that this has occurred Thur 11 June 2026 The above timetable is indicative only and the Board reserves the right to vary the timetable subject to compliance with the Listing Rules and all other applicable laws. 2.7 Holding statements From the date that is two Business Days after the Effective Date (as set out in the timetable in Section 2.6 above), all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post- Consolidation basis. After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities. It is the responsibility of each security holder to check the number of Securities held prior to disposal or exercise (as the case may be). 2.8 Taxation It is not considered that any taxation implications will exist for security holders arising from the Consolidation. However, security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation. 3. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO DIRECTOR – MR JULIAN BABARCZY 3.1 General The Company has agreed, subject to obtaining Shareholder approval, to issue up to 100,000,000 Options (on a pre-Consolidation basis) to Mr Babarczy (or his nominee(s)) on the terms and conditions set out in Schedule 1. Resolution 4 seeks Shareholder approval for the purposes of Listing Rule 10.11 for the issue of up to 100,000,000 Options (on a pre-Consolidation basis) to Mr Babarczy (or his nominee(s)). 3.2 Chapter 2E of the Corporations Act Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue constitutes giving a financial benefit and Mr Babarczy is a related party of the Company by virtue of being a Director. The Directors (other than Mr Babarczy who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Options, 11 reached as part of the finalisation of the remuneration package for Mr Babarczy, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. 3.3 Listing Rule 10.11 Listing Rule 10.11 provides that unless one of the exceptio