Akora Resources : AGM Notice of meeting

AKORA RESOURCES LIMITED ACN 139 847 555

NOTICE OF ANNUAL GENERAL MEETING

Time:	9:30 am (AEST)
Date:	17 May 2022
Place:	Virtual meeting

THIS IS AN IMPORTANT DOCUMENT THAT REQUIRES YOUR IMMEDIATE ATTENTION

You should read this document in its entirety before deciding whether or not to vote for or against any resolution at the Annual General Meeting (Meeting). If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser 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 as Shareholders at 9:30 am (AEST) on 15 May 2022.

If you have questions about the Meeting or the resolutions to be voted on, please contact the Company Secretary on [phone].

Notice of the Meeting (Notice) will be mailed to all Shareholders. Shareholders can also access a copy of the Notice at the following link:https://www.akoravy.com/announcements .

If you are unable to attend the Meeting, you are encouraged to complete and submit the proxy form attached to this Notice as your vote is important.

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of AKORA Resources Limited ACN 139 847 555 (Company) will be held by virtual meeting on 17 May 2022 commencing at 9:30 am (AEST) (Meeting).

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting (together, Notice) provides additional information on matters to be considered at the Meeting. The Proxy Form also forms part of this Notice.

Proxy Forms must be received by no later than 9:30 am (AEST) on 15 May 2022.

Impact of COVID-19 on the Meeting

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Board at the time of the Notice, the Company intends to hold a virtual meeting.

No attendance in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company is not able to allow Shareholders to physically attend the Meeting. Please refer to the information below on how Shareholders can participate and vote in the Meeting.

Voting by Proxy

A Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on his/ her behalf. The proxy may, but need not be, a Shareholder. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice.

To lodge your proxy, please follow the directions on your Proxy Form which will be enclosed with a copy of the Notice, delivered to you by post. Lodgement instructions are set out in the Proxy Form attached to the Notice. You must return a Proxy Form by the time and in accordance with the instructions set out on the Proxy Form.

Remote attendance at the virtual meeting

The Meeting will be accessible to all Shareholders as a virtual meeting.

A Shareholder or proxyholder for a Shareholder who wishes to attend and participate in the Meeting will need to enter the following link into a web browser on his/ her computer or online device:https://meetings.linkgroup.com/AKO22

Once a proxyholder has entered the virtual meeting platform, the proxyholders will need their proxy code, which is a code that the share registry Link Market Services Limited will provide to proxyholders via email no later than 24 hours prior to the Meeting.

We recommend that Shareholders and proxyholders for Shareholders log onto the virtual meeting platform at least 15 minutes before the start time for the Meeting.

Further information regarding how to participate in the virtual meeting is set out at the Online Platform Guide, which can be found at the following link:https://www.akoravy.com/announcements.

Terms and abbreviations used in this Notice are defined in the Glossary of the Explanatory Memorandum.

Shareholders are encouraged to read the Explanatory Memorandum carefully before deciding how to vote.

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 as Shareholders at 9:30 am (AEST) on 15 May 2022.

AGENDA

Annual Report	To receive and consider the financial statements of the Company and the reports of the Directors (Directors' Report) and Auditors for the financial year ended on 31 December 2021 (Annual Report).
Resolution 1: Approval of Remuneration Report	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 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Directors' Report for the financial year ended on 31 December 2021 ". Note: In accordance with section 250R(3) of the Corporations Act, the vote on this item of business will be advisory only and will not bind the Directors or the Company. Voting exclusion The Company will disregard any votes cast in favour of this Resolution by, or on behalf of: (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 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: (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (d) the voter is the Chair of the Meeting 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 if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
Resolution 2: Re-election of Director - John Madden	To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: "That John Madden, who retires on rotation in accordance with Rule 6 and, being eligible, be re-elected as a Director under rule 6 of the Company's Constitution and for all other purposes."
Resolution 3: Approval to issue securities to a related party - Paul Bibby	To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

expressly authorises the Chair to exercise the proxy

"That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of 1,200,000 options to Paul Bibby or his nominee on the terms set out in the Explanatory Statement."

Voting exclusion

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Paul Bibby and his associates.

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or

• (c) it is cast by a holder acting solely as 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.

In accordance with section 250BD of the Corporations Act, a vote on Resolution 3 must not be cast in the capacity as a proxy, by or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member,

if the appointment does not specify the way the proxy is to vote on the resolution.

However, a person described above may cast a vote on this resolution if the person is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the Key Management Personnel.