Announcement PDF LITHIUM UNIVERSE LIMITED ACN 148 878 782 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 11.00am (WST) DATE: 14 June 2024 PLACE: Novotel Hotel, 388 Murray Street Perth 6000 in the Cottesloe North & South, located at Level 1 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 11.00am (WST) on 12 June 2024. BUSINESS OF THE MEETING AGENDA FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 31 December 2023 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 1. 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 Company’s annual financial report for the financial year ended 31 December 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this Resolution. Please see below. 2. RESOLUTION 2 – ELECTION OF DIRECTOR –JINGYUAN LIU 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 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Jingyuan Liu, a Director who was appointed casually on 11 September 2023, retires, and being eligible, is elected as a Director.” 3. RESOLUTION 3 – ELECTION OF DIRECTOR –PATRICK SCALLAN 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 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Patrick Scallan, a Director who was appointed casually on 30 August 2023, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – FADI DIAB 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 15.2 of the Constitution and for all other purposes, Fadi Diab, a Director, retires by rotation, and being eligible, is reelected as a Director.” /1464_7 1 5. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE 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 up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – APPOINTMENT OF AUDITOR AT AGM TO FILL VACANCY 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 of the Corporations Act and for all other purposes, RSM Australia Partners, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting." 7. RESOLUTION 7 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause 15.8 of the Constitution, Listing Rule 10.17 and for all other purposes, Shareholders approve an increase of the total aggregate amount of fees payable to non-executive Directors from $350,000 per annum to $500,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 8. RESOLUTION 8 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO EXECUTIVE DIRECTOR – IGGY TAN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue an aggregate of 12,000,000 Performance Rights to Iggy Tan (or his nominee) under the Company’s employee incentive securities plan, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 2 9. RESOLUTION 9 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO EXECUTIVE DIRECTOR - GERNOT ABL To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue an aggregate of 4,000,000 Performance Rights to Gernot Abl (or his nominee) under the Company’s employee incentive securities plan, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 10. RESOLUTION 10 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - FADI DIAB To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue an aggregate of 2,000,000 Performance Rights to Fadi Diab (or his nominee) under the Company’s employee incentive securities plan, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 11. RESOLUTION 11 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR PATRICK SCALLAN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue an aggregate of 4,000,000 Performance Rights to Patrick Scallan (or his nominee) under the Company’s employee incentive securities plan, on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 12. RESOLUTION 12 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – JINGYUAN LIU To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue an aggregate of 4,000,000 Performance Rights to Jingyuan Liu (or his nominee) under the Company’s employee incentive securities plan, on the terms and conditions set out in the Explanatory Statement.” 3 A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 13. RESOLUTION 13 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 95,016,667 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 14. RESOLUTION 14 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT 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 Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 87,200,000 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 15. RESOLUTION 15 – APPROVAL TO ISSUE PLACEMENT OPTIONS 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 7.1 and for all other purposes, approval is given for the Company to issue up to 91,108,333 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 16. RESOLUTION 16 – APPROVAL TO ISSUE SPP OPTIONS 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 7.1 and for all other purposes, approval is given for the Company to issue up to 10,962,500 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 17. RESOLUTION 17 – ISSUE OF SPP OPTIONS TO RELATED PARTY – GERNOT ABL 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 250,000 Options to Gernot Abl (or his nominee) on the terms and conditions set out in the Explanatory Statement.” 4 A voting exclusion statement applies to this Resolution. Please see below. 18. RESOLUTION 18 – ISSUE OF SPP OPTIONS TO RELATED PARTY – FADI DIAB 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 250,000 Options to Fadi Diab (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 19. RESOLUTION 19 – ISSUE OF SPP OPTIONS TO RELATED PARTY – IGGY TAN 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 125,000 Options to Iggy Tan (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 20. RESOLUTION 20 – APPROVAL TO ACQUIRE QUÉBEC LITHIUM PROCESSING HUB SITE To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clause XII(1)(b) of the Option Agreement and for all other purposes, approval is given for the Acquisition on the terms and conditions set out in the Explanatory Statement.” 5 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report 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: Resolution 7 – Increase in Total Aggregate Remuneration for NonExecutive Directors (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. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: Resolution 8 – Issue of Incentive Performance Rights to Director – Iggy Tan (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. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: Resolution 9 – Issue of Incentive Performance Rights to Director - Gernot Abl (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. 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 6 (ii) (b) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: Resolution 10 – Issue of Incentive Performance Rights to Director - Fadi Diab (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. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: Resolution 11 – Issue of Incentive Performance Rights to Director - Patrick Scallan (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. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: Resolution 12 – Issue of Incentive Performance Rights to Director - Jingyuan Liu (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. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) (b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and 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. 7 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: Resolution 7 – Increase in Total Aggregate Remuneration for NonExecutive Directors A Director or an associate of that person or those persons. Resolution 8 – Issue of Incentive Performance Rights to Director – Iggy Tan Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Iggy Tan) or an associate of that person or those persons. Resolution 9 – Issue of Incentive Performance Rights to Director - Gernot Abl Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Gernot Abl) or an associate of that person or those persons. Resolution 10 – Issue of Incentive Performance Rights to Director - Fadi Diab Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Fadi Diab) or an associate of that person or those persons. Resolution 11 – Issue of Incentive Performance Rights to Director - Patrick Scallan Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Patrick Scallan) or an associate of that person or those persons. Resolution 12 – Issue of Incentive Performance Rights to Director - Jingyuan Liu Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Jingyuan Liu) or an associate of that person or those persons. Resolution 13 – Ratification of prior issue of Tranche 1 Placement Shares A person who participated in the issue or is a counterparty to the agreement being approved (namely the Tranche 1 Placement Participants) or an associate of that person or those persons. Resolution 14 – Approval to issue Tranche 2 Placement Shares A 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) (namely the Tranche 2 Placement Participants) or an associate of that person (or those persons). Resolution 15 – Approval to issue Placement Options A 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) (namely the Placement Participants) or an associate of that person (or those persons). Resolution 16 – Approval to issue SPP Options A 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) (namely the SPP Participants) or an associate of that person (or those persons). Resolution 17 – Issue of SPP Options to Related Party – Gernot Abl Gernot Abl (or his nominee) 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 18 – Issue of SPP Options to Related Party – Fadi Diab Fadi Diab (or his nominee) 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 19 – Issue of SPP Options to Related Party – Iggy Tan Iggy Tan (or his nominee) 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. 8 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. 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. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 (2) 8046 2799. 9 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. FINANCIAL STATEMENTS AND REPORTS In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2023 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.lithiumuniverse.com . 1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 1.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to 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. 1.2 Voting consequences 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. /1464_7 10 1.3 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 Meeting. 2. RESOLUTION 2 – ELECTION OF DIRECTOR – JINGYUAN LIU 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 the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Dr Jingyuan Liu, having been appointed by other Directors on 11 September 2023 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. 2.2 Qualifications and other material directorships Dr Liu is widely regarded as a leading technical expert in the lithium industry. He previously held the position of General Manager of Development and Technologies at Galaxy Resources Limited, where he was responsible for overseeing the construction and commissioning of the world-renowned Jiangsu Lithium Carbonate plant, now owned by Tianqi Lithium Corp. Dr Liu also played a key role in designing the flow sheet for the Sal de Vida brine project in Argentina. Following his work with Galaxy, he has acted as a special adviser to various lithium carbonate and lithium hydroxide projects globally, including the Lithium Hydroxide Plant operated by Tianqi in Kwinana, Western Australia. Dr Liu has over 30 years of experience in project management, process, and equipment design for minerals processing and in the chemicals, non-ferrous metals, iron & steel, and energy industries, both in Australia and internationally. He was awarded a PhD in chemical engineering from the University of Newcastle, Australia. He has worked in senior chemical engineering roles with leading companies such as Hatch Engineering and Metso Minerals in Australia and Malaysia. Dr Liu is currently the Chief Technology Officer (CTO) for Altech Batteries Limited (ASX: ATC) developing high capacity silicon anode lithium-ion batteries as well as sodium chloride solid-state batteries. 2.3 Independence Dr Liu has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party. If elected the Board considers Dr Liu will be an independent Director. 11 2.4 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 Dr Liu. Dr Liu has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a of the Company. 2.5 Technical information required by Listing Rule 14.1A If Resolution 2 is passed, Dr Liu will be elected to the Board as a Non-Executive Director. In the event that Resolution 2 is not passed, Dr Liu will not continue in his role as an Non-Executive 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. 2.6 Board recommendation The Board has reviewed Dr Liu’s performance since his appointment to the Board and considers that their skills and experience will