Announcement PDF - 1 - EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM Date of Meeting Friday 28 November 2025 Time of Meeting 1:00pm (AEST) Place of Meeting HopgoodGanim Lawyers Level 7, Waterfront Place 1 Eagle Street Brisbane Qld 4000 This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. The 2025 Annual Report may be viewed on the Company’s website at www.emunl.com.au - 2 - THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK - 3 - EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2025 annual general meeting of Emu NL (Company) will be held at the offices of HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000 on Friday 28 November 2025 at 1:00pm (AEST) (Meeting) for the purpose of transacting the following business, in each case, as more particularly described in the Explanatory Statement accompanying this Notice. Capitalised terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary. All Resolutions will be determined by a poll. 2025 FINANCIAL STATEMENTS AND REPORTS To receive and consider the Financial Report, together with the Directors’ Report and the Auditor's Report, for the financial year ended 30 June 2025. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution: "That, for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2025 Annual Report be adopted." Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting prohibition: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or their Closely Related Parties, regardless of the capacity in which the votes are cast; or (b) by a person who is a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties, as a proxy. However, the Company will not disregard a vote if the vote is cast as a proxy for a person entitled to vote on Resolution 1: (a) in accordance with a direction as to how to vote on the Proxy Form; or (b) by the Chair pursuant to an express authorisation to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel. RESOLUTION 2 – RE-ELECTION OF ADRIAN GRIFFIN AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 69.2 of the Constitution, Listing Rule 14.4, and for all other purposes, Mr Adrian Griffin, a Director who was appointed as an additional director on 28 September 2025 retires and being eligible and having offered himself for re-election, is re-elected as a Director of the Company.” RESOLUTION 3 – RE-ELECTION OF PETER SWIRIDIUK AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 69.2 of the Constitution, Listing Rule 14.4, and for all other purposes, Mr Peter Swiridiuk, a Director who was appointed as an additional director on 27 October 2025 retires and being eligible and having offered himself for re-election, is re-elected as a Director of the Company.” RESOLUTION 4 – RE-ELECTION OF IAN DAVIES AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 69.2 of the Constitution, Listing Rule 14.4, and for all other purposes, Mr Ian Davies, a Director who was appointed as an additional director on 3 October 2025 retires and being eligible and having offered himself for re-election, is re- elected as a Director of the Company.” RESOLUTION 5 – RE-ELECTION OF JOHN ANDERSON AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That, for the purpose of article 73.1 of the Constitution and for all other purposes, Mr John Anderson, a Director who was elected by Shareholders at the Extraordinary General Meeting held on 29 September 2025, retires by rotation under the Constitution and being eligible and having offered himself for re-election, is re-elected as a Director of the Company.” RESOLUTION 6 – ELECTION OF PAUL INGRAM AS A DIRECTOR (Non-Board endorsed) To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That having nominated himself for election as a director and offering himself for election in accordance with article 74.1 of the Constitution, Mr Paul Ingram be elected by Shareholders as a Director of the Company in accordance with article 69.1 of the Constitution.” Note: Mr Ingram’s election is not endorsed by the Board. RESOLUTION 7 – ELECTION OF OLIVER DOUGLAS AS A DIRECTOR (Non-Board endorsed) To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: "That having nominated himself for election as a director and offering himself for election in accordance with article 74.1 of the Constitution, Mr Oliver Douglas be elected by Shareholders as a Director of the Company in accordance with article 69.1 of the Constitution.” Note: Mr Douglas’ election is not endorsed by the Board. RESOLUTION 8 – APPROVAL TO RATIFY ISSUE OF SHARES AND OPTIONS - MARCH and SEPTEMBER PLACEMENTS TO CONSULTANT To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 2,298,693 fully paid ordinary Shares and 1,176,471 options to Metropolis Pty Ltd.” Voting exclusion: For the purposes of Listing Rule 7.5, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue; or an associate of that person excluded from voting. However, this does not apply to a vote cast in favour of a resolution by (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trust, custodial or other fiduciary capacity on behalf of abeneficiaryprovidedthefollowingconditionsaremet:(1)thebeneficiaryprovideswrittenconfirmationtotheholderthat thebeneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (2) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 9 – APPROVAL TO RATIFY ISSUE OF 17,647,059 SHARES - MAY PLACEMENT To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 17,647,059 fully paid ordinary Shares to participants in the May Placement.” Voting exclusion: For the purposes of Listing Rule 7.5, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue; or an associate of that person excluded from voting. However, this does not apply to a vote cast in favour of a resolution by (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trust, custodial or other fiduciary capacity on behalf of abeneficiaryprovidedthefollowingconditionsaremet:(1)thebeneficiaryprovideswrittenconfirmationtotheholderthat thebeneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (2) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 10 – APPROVAL TO RATIFY ISSUE OF CONSIDERATION CONTRIBUTING SHARES To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution: “That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 1,138,952 contributing shares.” Voting exclusion: For the purposes of Listing Rule 7.5, the Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue; or an associate of that person excluded from voting. However, this does not apply to a vote cast in favour of a resolution by (i) 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 (ii) 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 (iii) a holder acting solely in a nominee, trust, custodial or other fiduciary capacity on behalf of abeneficiaryprovidedthefollowingconditionsaremet:(1)thebeneficiaryprovideswrittenconfirmationtotheholderthat thebeneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (2) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 11 – APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: "That in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Statement." Voting exclusion: For the purposes of Listing Rules 7.3A and 14.11, the Company is required to disregard any votes cast in favour of this Resolutionbyor onbehalfofany personwho isexpectedto participateinthe10% PlacementFacility,orwho willobtainamaterial benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or an associate ofthatpersonexcludedfromvoting.However,thisdoesnotapply toavotecastinfavourofaresolutionby(i)apersonasproxyorattorney 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 (ii) 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 (iii) a holder acting solely in a nominee, trust, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (1) 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 (2) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and therefore the proposed allottees are not known and identified. OTHER BUSINESS To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act. PROXIES A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a proxy to vote on their behalf. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that:  a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;  a proxy need not be a member of the Company; and  a member of the Company entitled to cast two or more votes may appoint one or two proxies and if appointing two may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying Proxy Form and return it in accordance with its instructions prior to 1:00pm (AEST) on Wednesday 26 November 2025 by: 1. post to Xcend Pty Ltd, PO Box R1905, Royal Exchange NSW 1225; 2. email at meetings@xcend.co; or 3. online at https://investor.xcend.app/sha. If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the Proxy Form or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. ENTITLEMENT TO VOTE For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 7.00pm (AEDT) / 4.00pm (AWST) on Wednesday 26 November 2025 will be entitled to attend and vote at the Meeting. CORPORATIONS A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Companywillrequirewrittenproofoftherepresentative'sappointment, whichmustbelodgedwith,orpresented to the Company, before the Meeting. ELECTRONIC COMMUNICATION All Shareholders may, and, to do the right thing by saving your company money, are encouraged to, elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry. REVOCATION OF PROXIES A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournmentthereofatwhichtheproxyistobeused,ortothe Chair onthedayoftheMeetingoranyadjournment thereof, or in any other manner permitted by law. VOTING OF PROXIES The Proxy Form accompanying this Notice confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the time of printing this Notice, management knows of no such amendment, variation or other matter. Shareholder must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the Proxy Form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy). By Order of the Board. _____________________ Date: 30 October 2025 EMU NL EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the Shareholders of the Company in connection with the business to be conducted at the annual general meeting of the Company to be held at the offices of HopgoodGanim Lawyers, Level 7, Waterfront Place, 1 Eagle Street, Brisbane Qld 4000, on Friday 28 November 2025 commencing at 1:00pm (AEST) and any adjournment thereof. The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company that is material to a decision on how to vote on the Resolutions in the accompanying Notice. This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms in this Explanatory Statement are defined in the Glossary. All Resolutions will be determined by a poll. FINANCIAL STATEMENTS AND REPORTS In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss theAnnualReport,includingthe FinancialReport,the Directors'Reportand the Auditor's Report, forthe financial year ended 30 June 2025. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered a reasonable opportunity to: (a) discuss the Annual Report which is available online from the Company’s website www.emunl.com.au; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Company’s auditor if the question is relevant to: (a) the content of the Auditor’s Report; or (b) the conduct of the audit of the Annual Report to be considered at the Meeting, may be submitted no later than 5 business days before the Meeting at the Company's office or emailed to www.info@emunl.com.au. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 1.1 General In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the Key Management Personnel. The Remuneration Report has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.emunl.com.au. In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. EMU NL EXPLANATORY STATEMENT The Chair will allow a reasonable opportunity for Shareholders to ask about, or make comments on, the Remuneration Report. Resolution 1 is an advisory ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative). 1.2 Voting on the Remuneration Report Please refer to the voting prohibition set out in the Notice for the persons who are not entitled to vote on Resolution 1. The Chair intends to exercise all available proxies in favour of Resolution 1. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. 1.3 Directors’ recommendation The Directors recommend that Shareholders vote in favour of adopting the Remuneration Report. RESOLUTION 2 – RE-ELECTION OF MR ADRIAN GRIFFIN AS A DIRECTOR 2.1 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 Article 69.2 of the Company’s Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders. Mr Griffin, having been appointed by other Directors on 28 September 2025, will retire in accordance with the Constitution and the Listing Rules and, being eligible, seek election from Shareholders. 2.2 Qualifications and other material directorships Mr Griffin is a seasoned mining professional with more than 40 years' involvement in the industry. His experience includes copper and gold exploration and the development and operation of vertically integrated precious and base-metal processing and refining facilities. He was a pioneer of the lateritic nickel industry and a first mover in batterymaterialsinAustralia.HeprovidesadvisoryservicestoanumberofbatterymaterialsprojectsinAustralia and Europe. Mr Griffin has led campaigns on every continent, including Antarctica, and is a great advocate of the mineral industry’s involvement in the green-energy sector. He has managed diamond operations in South Africa, was Mine manager at Bellevue (WA) and as managing director presided over financing, construction and commissioning of the Bulong nickel project (WA). He has interests in copper exploration in Western Australia and lithium exploration, the latter through Charger Metals (ASX:CHR) where he is non-executive chairman. Mr Griffin has been involved in the float of numerous ASX listed resourcescompaniesandwasafoundingdirectorofNYSElistedSpecialPurposeAcquisitionCompany (SPAC), the Battery Future Acquisition Corporation. He is also a non-executive director of Reedy Lagoon Corporation Ltd (ASX:RLC). EMU NL EXPLANATORY STATEMENT 2.3 Independence The Board considers Mr Griffin to not be an independent Director by virtue of his providing General Managerial services to the Company in addition to his role as Director. 2.4 Board recommendation The Directors, except Mr Griffin, who has an interest in the Resolution, recommend that Shareholders vote in favour of Resolution 2. The Chair intends to exercise all undirected proxies in favour of Resolution 2. RESOLUTION 3 – RE-ELECTION OF MR PETER SWIRIDIUK AS A DIRECTOR 3.1 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 Article 69.2 of the Company’s Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders. Mr Peter Swiridiuk, having been appointed by other Directors on 27 October 2025, will retire in accordance with the Constitution and the Listing Rules and, being eligible, seek election from Shareholders. 3.2 Qualifications and other material directorships Mr Swiridiuk has more than 15 years’ experience as a company director across ASX-listed and TSX-listed resource companies, with a technical and commercial focus on copper, gold, silver, platinum, diamonds, rare earths, niobium and coal. Mr Swiridiuk served as Managing Director of Coppermoly Limited (ASX:COY) following its IPO, overseeing exploration and development activities in Papua New Guinea and Australia, and negotiating a joint venture and farm-out agreement with Barrick Gold Corporation. During his tenure, Mr Swiridiuk secured more than $40 million in project funding and advanced multiple copper-gold projects to feasibility stage. Mr Swiridiuk has also held non-executive directorships with Frontier Resources Limited (ASX:FNT) and Lanthanein Resources Limited (ASX:LNR), and was instrumental in the reverse takeover of Mexican silver assets into Vangold Resources Inc (now TSXV:GSVR). His career spans exploration and project development across Australia, Papua New Guinea, the Solomon Islands, New Caledonia, Oman, Cyprus and Mexico. Mr Swiridiuk is currently a member of the Advisory Board of Tolu Minerals Limited (ASX:TOK) and a consulting geophysicist with Aimex Geophysics, advising on exploration strategy and technical reporting for ASX and TSX resource companies. Mr Swiridiuk is a Competent Person under the JORC Code and has a proven track record in the discovery and evaluation of mineral deposits, field management and the interpretation of geophysical, geochemical and satellite data to guide successful exploration outcomes. 3.3 Independence The Board considers Mr Swiridiuk to be an independent Director. 3.4 Board recommendation The Directors, except Mr Swiridiuk, who has an interest in the Resolution, recommend that Shareholders vote in favour of Resolutions 3. EMU NL EXPLANATORY STATEMENT The Chair intends to exercise all undirected proxies in favour of Resolution 3. RESOLUTION 4 – RE-ELECTION OF MR IAN DAVIES AS A DIRECTOR 4.1 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 Article 69.2 of the Company’s Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders. Mr Davies, having been appointed by other Directors on 3 October 2025, will retire in accordance with the Constitution and the Listing Rules and, being eligible, seek election from Shareholders. 4.2 Qualifications and other material directorships Mr Davies is former Managing Director and CEO of Senex Energy Limited and former Chair of Australian Energy Producers (AEP) Board. He is a highly distinguished and experienced industry leader. In his time at Senex Energy, Mr Davies was instrumental in attracting investment into the Australian east coast energy market to support domestic gas supply and has been a leading voice for national energy policy and market reforms. Under Mr Davies’ leadership, Senex Energy was transformed from a micro-cap explorer into a leading east coast energy producer, including through a $1 billion expansion in Queensland’s Surat basin which created over 900 regional jobs, secured long-term gas supply for major Australian manufacturers and retailers and supplying approximately 15% of the domestic gas market. MrDavies’ previous experienceincludes ChiefFinancial Officerof QueenslandGasCompany Limited(QGC) and leading the LNG joint venture transaction with BG Group to develop the Gladstone QCLNG Project, and subsequent acquisition of QGC by BG Group. Mr Davies held several senior positions with BG Group following acquisition, andhis priorexperienceincludes investmentbanking with Barclays Capitalin London and corporate tax advisory with PwC. Mr Davies is a non-executive director of G50 Corp Limited (ASX:G50) since 2024, a non-executive director of Amplitude Energy Limited (ASX:AEL) since 1 August 2025, and a former non-executive director of Australian Energy Producers (2017 to 2025). 4.3 Independence The Board considers Mr Davies to be an independent Director. 4.4 Board recommendation The Directors, except Mr Davies, who has an interest in the Resolution, recommend that Shareholders vote in favour of Resolutions 4. The Chair intends to exercise all undirected proxies in favour of Resolution 4. RESOLUTION 5 – RE-ELECTION OF MR JOHN ANDERSON AS A DIRECTOR 5.1 General Mr Anderson was appointed by Shareholders at the Extraordinary General Meeting held on 29 September 2025. Article 73.1 of the Company’s Constitution requires that one-third of the Directors must retire from office at each annual general meeting of the Company. However, Article 69.2 of the Constitution provides that those Directors who were appointed as either casual vacancies or as an addition to the existing Directors will not be taken into EMU NL EXPLANATORY STATEMENT account in determining the number of Directors who are to retire by rotation at the annual general meeting pursuant to Article 73.1 of the Constitution. Noting that Mr Griffin, Mr Davies and Mr Swiridiuk are all standing for re-election pursuant to Article 69.2 of the Constitution, Mr Anderson is the only other Director available to retire by rotation pursuant to Article 73.1 of the Constitution. Accordingly, and despite having only been recently appointed by Shareholders at the Extraordinary General Meeting held on 29 September 2025, Mr Anderson will retire by rotation in accordance with the Constitution and, bein