Announcement PDF ASX:3DA 29 September 2023 The Manager Market Announcements Office ASX Limited Annual General Meeting of Amaero International Limited To be held on Tuesday, 31 October 2023 At 10:00am AEDT (Melbourne/Sydney time) In accordance with Listing Rule 3.17, please find following a copy of the following documents: 1. A Letter to Shareholders regarding arrangements for the 2023 Annual General Meeting as dispatched to Shareholders in lieu of the Notice of Meeting; 2. Notice of Meeting; 3. Sample Proxy Form; and 4. Shareholder registration and voting guide. By order of the Board of Directors Mark Licciardo Company Secretary Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au ASX:3DA 29 September 2023 Dear Shareholder AMAERO INTERNATIONAL LIMITED – UPCOMING ANNUAL GENERAL MEETING OF SHAREHOLDERS Amaero International Limited (ACN 633 541 634) (ASX:3DA) (Amaero or the Company) advises that the Company will hold its Annual General Meeting of its shareholders (Shareholders) as a hybrid meeting virtually and at Royal Automotive Club of Australia, 89 Macquarie Street, Sydney NSW 2000 at 10:00am (AEDT) on Tuesday, 31 October 2023 (the Meeting). The Notice of Meeting, accompanying explanatory statement and annexures (“the Meeting Materials”) and the Company’s 2023 Annual Report are being made available to shareholders electronically. The Meeting Materials are available under the ‘ASX Announcements’ section on the Company’s website at https://www.amaero.com.au/investors. The Company strongly encourages all Shareholders to vote either by directed proxy or direct voting prior to the Meeting. Voting forms for the Meeting should be lodged before 10:00am (AEDT) on Sunday, 29 October 2023. A copy of your personalised voting form is enclosed. Shareholders who wish to attend and participate virtually can do so via the online meeting platform, where Shareholders will be able to watch, listen, ask questions and vote online. Details on how to access the virtual Meeting are provided in the Notice. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing questions to m.licciardo@acclime.com by no later than 10:00am (AEDT) on Tuesday, 24 October 2023. The Notice and the accompanying Explanatory Memorandum should be read in its entirety. The Explanatory Memorandum contains important information about the matters to be considered at the Meeting to assist Shareholders to determine how to vote on the resolutions set out in the Notice. Should you wish to discuss any of the matters detailed in this letter, the Notice or the Explanatory Memorandum, please contact the Company Secretary on +61 3 8689 999777 or via email at m.licciardo@acclime.com. Yours faithfully Mark Licciardo Company Secretary Amaero International Limited Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au ASX:3DA NOTICE OF ANNUAL GENERAL MEETING AMAERO INTERNATIONAL LTD ACN 633 541 634 TIME: 10:00am (AEDT) DATE: Tuesday, 31 October 2023 Important Notice This Notice should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the Annual General Meeting of Amaero International Ltd to assist Shareholders to determine how to vote on the Resolutions set out in this Notice. Should you wish to discuss any of the matters detailed in this Notice, please do not hesitate to contact the Company Secretary Mark Licciardo on +61 3 8689 9997 or m.licciardo@acclime.com. Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 1 ASX:3DA Contents Page Business of the Annual General Meeting (setting out the proposed resolutions) 5 Explanatory Memorandum (explaining the proposed resolutions) 13 Glossary 35 Annexure A – Summary of EIP Terms Attached Sample Voting Form Attached Virtual Meeting Online Voting Guide Attached Notice of Annual General Meeting of Shareholders of Amaero International Ltd Notice is given that the Annual General Meeting of Shareholders of Amaero International Ltd ACN 633 541 634 (Amaero or the Company) will be held on Tuesday, 31 October 2023 at 10:00am (AEDT). The meeting will be held as a hybrid meeting where shareholders can attend in person or virtually. Important Information Your vote is important. The business of the Meeting affects your shareholding, and your vote is important. Voting eligibility 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 (AEDT) on Sunday 29 October 2023. Voting in person at the Meeting Shareholders are able to attend and vote at the Meeting in person, at the following address: Royal Automotive Club of Australia 89 Macquarie Street, Sydney NSW 2000. Shareholders will be instructed on how to vote in person should they attend the Meeting physically. Attending the Meeting virtually Shareholders who wish to attend the Meeting online must register their details through the following Zoom registration link: https://us02web.zoom.us/webinar/register/WN_ZOm4vlXVQO2KoiS6RevTIQ Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 2 ASX:3DA Once registered, shareholders will receive a confirmation email from Zoom containing their link to access the Meeting online. Voting by proxy or online prior to Meeting To submit a vote prior to the Meeting, or to appoint a proxy online, please go to https://investor.automic.com.au/loginsah and follow the instructions on your Voting Form. You may also appoint a proxy by completing and signing the enclosed Voting Form and returning it by the time and in accordance with the instructions set out on the Voting 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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholders' votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. Proxy vote if appointment specifies way to vote Section 250B8(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and if it does: • • • • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands; and if the proxy is the Chair, the proxy must vote on a poll, and must vote that way (ie. as directed); and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie. as directed). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if: • • • • an appointment of a proxy specifies the way the proxy is to vote on a particular Resolution at the Meeting; and the appointed proxy is not the Chair; and at the Meeting, a poll is duly demanded on the Resolution; and either of the following applies: o o the proxy is not recorded as attending the Meeting; or the proxy does not vote on the Resolution, the Chair is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting. Voting prior to the Meeting A Shareholder may vote by indicating on the Voting Form that they are casting their vote directly and then placing a mark in one of the boxes opposite each item of business on the Voting Form. All of the Shareholder's shares will be voted in accordance with such direction, unless the Shareholder indicates that their direction is: • to vote only a portion of their votes on any item; or Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 3 ASX:3DA • to cast their votes in different ways on any item, by inserting the number of shares in the appropriate box or boxes. If a Shareholder indicates that they are lodging their votes directly and then does not mark any of the boxes on a given item, no direct vote will be recorded on that item. If a Shareholder indicates that they are delivering their votes directly and then marks more than one box on an item, their vote on that item will be invalid. If a Shareholder inserts a number of shares in boxes on any item that in total exceeds the number of shares that the Shareholder holds as at the voting entitlement time, the Shareholder's vote on that item will be invalid, unless the Shareholder inserted the number of shares in one box only, in which case it will be taken to be valid for the total number of shares held at that time. Your proxy voting instruction must be received by 10:00am (AEDT) on Sunday, 29 October 2023, being not later than 48 hours prior to the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. Shareholders who submit direct votes appoint the Chair as their representative for the purposes of Article 9.4(b) of the Constitution (determination of quorum). However, Shareholders who submit direct votes will not be entitled to the following rights of Shareholders attending the Meeting by proxy, attorney or representative: • • to join in the election of the chair of the Meeting under Article 9.5(b) of the Constitution if there is a vacancy in the chair; or to object to the qualification of a voter under Article 9.1 0(g) of the Constitution. Corporate representatives A Shareholder that is a body corporate may appoint an individual to act as its representative at the Meeting by providing a duly executed certificate of appointment of corporate representative (Certificate). Unless otherwise specified in the Certificate, the representative may exercise all or any of the powers that the body corporate may exercise at the Meeting or in voting on a Resolution. A Certificate is available upon request from the Share Registry. Appointments must be lodged in advance of the meeting with the Company's Share Registry. Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 4 ASX:3DA BUSINESS OF THE ANNUAL GENERAL MEETING Ordinary business FINANCIAL STATEMENTS AND REPORTS To receive and consider the Annual Report of the Company for the financial year ended 30 June 2023, including the financial statements, Directors' Report, the Remuneration Report and the auditor's report. 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 Report for the financial year ended 30 June 2023." Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any Restricted KMP Voter. However, a Restricted KMP Voter may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the Restricted KMP Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the Restricted KMP 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. RESOLUTION 2 - ELECTION OF DIRECTOR – LUCY ROBB VUJCIC To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: "THAT, Ms Lucy Robb Vujcic, a Director appointed as an additional Director and holding office until the next general meeting of the Company after her appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” The Chair intends to vote all undirected proxies in favour of this Resolution. RESOLUTION 3 - ELECTION OF DIRECTOR – ERIK LEVY To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: "THAT, Mr Erik Levy, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” The Chair intends to vote all undirected proxies in favour of this Resolution. Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 5 ASX:3DA RESOLUTION 4 - ELECTION OF DIRECTOR – BOB LATTA To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: "THAT, Mr Bob Latta, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” The Chair intends to vote all undirected proxies in favour of this Resolution. RESOLUTION 5 - ELECTION OF DIRECTOR – ERIC BONO To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: "THAT, Mr Eric Bono, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” The Chair intends to vote all undirected proxies in favour of this Resolution. RESOLUTION 6 - ELECTION OF DIRECTOR – JAMIE LEVY To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution: "THAT, Mr Jamie Levy, a Director appointed to fill a vacated office position, in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” The Chair intends to vote all undirected proxies in favour of this Resolution. RESOLUTION 7 - APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a Special Resolution: "THAT, for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to ASX Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum." The Chair intends to vote all undirected proxies in favour of this Resolution. Voting Exclusion Statement As at the date of the Notice, the Company has not approached any existing Shareholder, security holder or an identifiable class of existing security holders to participate in any issues of equity securities under ASX Listing Rule 7.1A. Therefore, a voting exclusion statement has not included in the Notice in respect of this Resolution and no existing Shareholders Votes will be excluded in respect of the Resolution. RESOLUTION 8 – APPROVAL OF SECURITIES ISSUED UNDER THE AMAERO EMPOYEE INCENTIVE PLAN To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “THAT, for the purposes of ASX Listing Rule 7.1 (Exception 13 of ASX Listing Rule 7.2), and for all other purposes, approval is given for the issue of any Securities under the Amaero Employee Incentive Plan, on the terms which are described in the Explanatory Statement accompanying this Notice, during the three years following the date of this meeting.” Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 6 ASX:3DA Voting Exclusion Statement The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) a person who is eligible to participate in the EIP; or (b) an Associate of that person or those persons. However, this does not apply to a vote case in favour of Resolution 8 by: (a) 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 (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or their fiduciary on behalf of a beneficiary provided the following condition are met: a. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, ad is not an associate of a person excluded from voting, on the resolution; and b. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolution 8 if: (a) the proxy is either: a. a member of the Company’s Key Management Personnel; or b. a closely related party of that member of the Company’s Key Management Personnel; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair of the Meeting; and (b) the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. RESOLUTION 9(a) – GRANT OF OPTIONS TO MR HANK HOLLAND To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Hank Holland (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” RESOLUTION 9(b) – GRANT OF OPTIONS TO MR HANK HOLLAND To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Hank Holland (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this Resolution by Hank Holland or any of his associates. The Company will also disregard any votes cast in favour of this Resolution by any Director of the Company, or their associates, who are eligible to participate in the EIP. However, the Company need not disregard a vote if: • it is cast in favour of a resolution by the person as proxy or attorney for a person who is entitles to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 7 ASX:3DA • • it is cast by the Chairman 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; It is cast be a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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; o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 10(a) – GRANT OF OPTIONS TO LUCY ROBB VUJCIC To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Lucy Robb Vujcic (and/or her nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” RESOLUTION 10(b) – GRANT OF OPTIONS TO LUCY ROBB VUJCIC To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Lucy Robb Vujcic (and/or her nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this Resolution by Lucy Robb Vujcic or any of his associates. The Company will also disregard any votes cast in favour of this Resolution by any Director of the Company, or their associates, who are eligible to participate in the EIP. However, the Company need not disregard a vote if: • it is cast in favour of a resolution by the person as proxy or attorney for a person who is entitles to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; • it is cast by the Chairman 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; • It is cast be a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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; o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 11(a) – GRANT OF OPTIONS TO OMER GRANIT To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Omer Granit (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” RESOLUTION 11(b) – GRANT OF OPTIONS TO OMER GRANIT To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 8 ASX:3DA “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Omer Granit (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this Resolution by Omer Granit or any of his associates. The Company will also disregard any votes cast in favour of this Resolution by any Director of the Company, or their associates, who are eligible to participate in the EIP. However, the Company need not disregard a vote if: • it is cast in favour of a resolution by the person as proxy or attorney for a person who is entitles to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; • it is cast by the Chairman 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; • It is cast be a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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; o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 12(a) – GRANT OF OPTIONS TO ERIK LEVY To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Erik Levy (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” RESOLUTION 12(b) – GRANT OF OPTIONS TO ERIK LEVY To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Erik Levy (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this Resolution by Erik Levy or any of his associates. The Company will also disregard any votes cast in favour of this Resolution by any Director of the Company, or their associates, who are eligible to participate in the EIP. However, the Company need not disregard a vote if: • it is cast in favour of a resolution by the person as proxy or attorney for a person who is entitles to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; • it is cast by the Chairman 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; • It is cast be a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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; o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. RESOLUTION 13(a) – GRANT OF OPTIONS TO ROBERT LATTA Amaero International Limited (ABN: 82 633 541 634) 13 Normanby Road, Notting Hill, Victoria, Australia 3168 T: +61 3 9905 9847 info@amaero.com.au www.amaero.com.au 9 ASX:3DA To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Robert Latta (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” RESOLUTION 13(b) – GRANT OF OPTIONS TO ROBERT LATTA To consider and, if thought fit, to pass with or without amendments, the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 500,000 Options to Robert Latta (and/or his nominees) under the EIP, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion Statement In accordance with ASX Listing Rule 14.11.1, the Company will disregard any votes cast in favour of this Resolution by Robert Latta or any of his associates. The Company will also disregard any votes cast in favour of this Resolu