Announcement PDF Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Shareholders of Legacy Minerals Holdings Limited ABN 43 650 398 897 (Legacy or the Company) will be a hybrid meeting, held virtually via a webinar conferencing facility and physically at Level 16, 1 Market Street, Sydney, New South Wales 2000, commencing 2.00 PM Sydney Time on Friday 25 November 2022 (Annual General Meeting, AGM or Meeting). Shareholders can participate in the Meeting in person or via the webinar conferencing facility, which will be available at https://us02web.zoom.us/webinar/register/WN_1JnWVy47SbmYH03E31XxmA. The Company will not be despatching physical copies of the Notice. Instead, the Notice of Annual General Meeting (Notice) and accompanying Explanatory Notes (Meeting Materials) are being made available to Shareholders electronically. This means that you can access the Meeting Materials online at the Company’s website https://legacyminerals.com.au/ or at the Company’s share registry’s voting website https://investor.automic.com.au/#/home by logging in. A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at https://www2.asx.com.au/ under the Company’s ASX code “LGM”. If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form. If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://investor.automic.com.au/#/home. If you have not yet registered, you will need your Shareholder information including SRN/HIN details in order to complete your registration. If you are unable to access the Meeting Materials on-line, please contact our share registry Automic at hello@automicgroup.com.au or by phone at 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) between 9:00am and 5:00pm (Sydney Time) Monday to Friday, or the Company by emailing info@legacyminerals.com.au to arrange a copy. The Meeting will be held via a webinar conferencing facility and physically. The Company strongly recommends that Shareholders lodge a directed proxy as soon as possible in advance of the meeting, even if they are planning to attend the meeting online. Refer to the Explanatory Notes for further information on the proposed Resolutions. 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. Based on the best information available to the Company at the time of preparing the Notice, the Company intends to conduct a poll on the resolutions set out in the Notice using the proxies filed prior to the Meeting. Shareholders are strongly encouraged to submit their directed 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 personalised proxy form. Whether attending virtually or in person, Shareholders attending the AGM will be able to ask questions. LEGACY MINERALS Page 1 of 2 | ABN 43 650 398 897 Level 7, 1 Margaret Street Sydney www.legacyminerals.com.au ASX: LGM Shareholders attending the AGM in person will be able to cast their votes on the proposed resolutions at the AGM. The Company has made provision for Shareholders who register their virtual attendance before the start of the meeting to cast their votes electronically on the proposed resolutions at the AGM. Shareholders who intend to join the Meeting virtually are asked to dial-in 30 minutes prior to the start of the Meeting, to allow the Company to take your details. The Meeting can be attended as follows: When: Commencing 2.00 PM Sydney Time on Friday 25 November 2022. In person at Level 16, 1 Market Street, Sydney, New South Wales 2000 If attending in person, please email your intention for attending to info@legacyminerals.com.au or virtually, via live webcast, using the following details: Register in advance for this webinar: Topic: LGM Annual General Meeting https://us02web.zoom.us/webinar/register/WN_1JnWVy47SbmYH03E31XxmA Register in advance for this webinar. After registering, you will receive a confirmation email containing information about joining the meeting. The Company is happy to accept and answer questions submitted prior to the meeting by email to info@legacyminerals.com.au. Where a written question is raised in respect of the resolutions to be considered at the meeting or the key management personnel of the Company, the Company will address the relevant question during the course of the meeting or by written response after the Meeting (subject to the discretion of the Company, it will not respond to unreasonable and/or offensive questions). If the situation in relation to COVID-19 was to change in a way that affected the above position, the Company will provide a further update ahead of the Meeting by releasing an announcement to ASX. Any Shareholders who wish to attend the AGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: LGM) and on its website at https://legacyminerals.com.au/ This Notice and Explanatory Notes should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant By order of the Board of Legacy Minerals Holdings Limited Ian Morgan Company Secretary 24 October 2022 Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 2 of 22 Table of Contents Notice of Annual General Meeting ............................................................................................................ 1 Table of Contents ...................................................................................................................................... 3 1. Items of Ordinary Business .............................................................................................................. 4 1.1. Financial Reports ................................................................................................................. 4 1.2. Resolution 1: Adoption of the Remuneration Report ......................................................... 4 1.3. Resolution 2: Re-Election of Director – Mr Matthew Wall.................................................. 5 2. Items of Special Business ................................................................................................................. 5 2.1. Resolution 3: Approval of 10% Placement Facility .............................................................. 5 2.2. Resolution 4: Approve Appointment of a New Auditor – Nexia Sydney Audit ................... 6 3. Voting Rights and Proxies ................................................................................................................ 6 4. How the Chair of the Meeting Will Vote Undirected Proxies ............................................................ 6 5. Venue and Voting Information ........................................................................................................ 6 6. Your vote is important. .................................................................................................................... 6 7. Voting virtually at the AGM ............................................................................................................. 6 8. Voting by proxy ............................................................................................................................... 7 9. Power of Attorney ........................................................................................................................... 7 10. Corporate Representatives .............................................................................................................. 7 11. Date for Determining Holders of Shares .......................................................................................... 8 12. Explanatory Notes ........................................................................................................................... 9 12.1. Financial Reports ................................................................................................................. 9 12.2. Resolution 1: Adoption of the Remuneration Report ......................................................... 9 12.3. Resolution 2: Re-Election of Director – Mr Matthew Wall................................................ 10 12.4. Resolution 3: Approval Of 10% Placement Facility ........................................................... 11 12.5. Resolution 4: Approve Appointment of a New Auditor - Nexia Sydney Audit .................. 17 12.6. Interpretation .................................................................................................................... 18 12.7. Registered Office ............................................................................................................... 18 12.8. Glossary ............................................................................................................................. 18 12.9. Annexure A: Nomination by a Shareholder to Appoint a New Auditor ............................ 21 Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 3 of 22 1. Items of Ordinary Business 1.1. Financial Reports To receive and consider the Financial Statements, Directors’ Report and Auditor’s Report for the Company for the financial year ended 30 June 2022. Note: There is no requirement for Shareholders to approve these reports. The Financial Statements, Directors’ Report and Auditor’s Report are available for Shareholders to access and download from https://legacyminerals.com.au/ If you would like to receive a hard copy of the Financial Statements, Directors’ Report and Auditor’s Report free of charge you can contact the Company by emailing info@legacyminerals.com.au. 1.2. Resolution 1: Adoption of the Remuneration Report To consider and if thought fit, to pass, with or without amendment, the following resolution in accordance with section 250R of the Corporations Act as a non-binding resolution: That the Company adopts the Remuneration Report for the financial year ended 30 June 2022. Notes: • This Resolution is advisory only and does not bind the Company or the Directors. • The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. • The Chair of the Meeting intends to vote all available proxies in favour of Resolution 1. • If 25% or more votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s directors must go up for re-election. Voting exclusion statement for Resolution 1: The Company will disregard any votes cast on Resolution 1 by or on behalf of Key Management Personnel whose remuneration is disclosed in the Remuneration Report and any Closely Related Party of such a member or an Associate of those persons. However, the Company need not disregard a vote cast in favour of the Resolution 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 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. Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 4 of 22 1.3. Resolution 2: Re-Election of Director – Mr Matthew Wall To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of clauses 41.1 to 41.5 inclusive of the Constitution, Mr Matthew Wall, who retires from office and is eligible for re-election, is re-elected as a director of the Company.” Notes: • Mr M Wall has consented to be elected a director of the Company. • The non-candidate directors unanimously support the election of Mr M Wall. • The Chair of the Meeting intends to vote all available proxies in favour of Resolution 2. 2. Items of Special Business 2.1. Resolution 3: 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 for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of 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 and on the terms and conditions in the accompanying Explanatory Notes. The Chair of the Meeting intends to vote all available proxies in favour of Resolution 3. Voting exclusion statement for Resolution 3: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue the subject of the Resolution (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an Associate of those persons. However, the Company need not disregard a vote cast in favour of the Resolution 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 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. Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 5 of 22 2.2. Resolution 4: Approve Appointment of a New Auditor – Nexia Sydney Audit To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: 1. to appoint Nexia Sydney Audit Pty Ltd, having consented in writing and been duly nominated in accordance with Section 328B(1) of the Corporations Act 2001, as Auditor of the Company; and 2. the appointment of Nexia Sydney Audit Pty Ltd as Auditor of the Company is to be effective at the close of the Annual General Meeting. 3. Voting Rights and Proxies A member who is entitled to attend and vote at the meeting has a right to appoint a proxy. This appointment may specify the proportion or number of votes that the proxy may exercise. The proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes that each proxy may exercise, each proxy may exercise half of the votes. 4. How the Chair of the Meeting Will Vote Undirected Proxies The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business. 5. Venue and Voting Information The AGM of the Shareholders to which the Notice relates will be held virtually and physically commencing 2.00 PM Sydney Time on Friday 25 November 2022. Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, circumstances may have changed, however, this Notice is given based on circumstances as at 24 October 2022. Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://legacyminerals.com.au/ Shareholders are urged to monitor the ASX announcements platform and the Company’s website. Given the significant health concerns attributed to the COVID-19 pandemic, in addition to guidelines and restrictions issued by Australian state and federal governments, the Company considers that it is appropriate to hold the 2021 AGM in a manner that is consistent with the Corporations Act. 6. Your vote is important. The business of the Meeting affects your shareholding and your vote is important. 7. Voting virtually at the AGM Shareholders who wish to vote virtually on the day of the AGM will need to login to the Automic website (https://investor.automic.com.au/#/home) with their username and password. Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 6 of 22 Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. To create an account with Automic, please go to the Automic website (https://investor.automic.com.au/#/home), click on ‘register’ and follow the instructions. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) in order to create an account with Automic. Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the AGM: 1. Login to the Automic website (https://investor.automic.com.au/#/home) using your username and password. 2. (Live voting on the day) If live voting for the meeting is open, click on ‘Meeting open for voting’ and follow the steps. 8. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. By post Automic, GPO Box 5193, Sydney NSW 2001 Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. To facilitate the conduct of the meeting during this pandemic, you are strongly encouraged to nominate the Chair of the meeting as your proxy. Proxy Forms received later than this time will be invalid. 9. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. 10. Corporate Representatives If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative must previously provide evidence of their appointment to the Share Registry. If the Share Registry receives an instrument or form appointing a proxy, attorney or representative from a Shareholder and the Directors consider that it is not properly executed or authenticated, or is incomplete or unclear: Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 7 of 22 (a) The Board or the chair of a meeting of Shareholders may in any particular case allow an appointment of a proxy as valid, even if it contains only some of the information required by section 250A(1) of the Corporations Act: (b) the member's name and address; (c) the company's name; (d) the proxy's name or the name of the office held by the proxy; (e) the meetings at which the appointment may be used. (f) An appointment that does not contain the proxy’s name or the name of the office held by the proxy is valid and deemed to be in favour of the chair of the meeting. 11. Date for Determining Holders of Shares For the purposes of regulation 7.11.37 of the Corporations Act and ASX Settlement Operating Rule 5.6.1, the Directors have set 7.00 PM Sydney Time, Wednesday 23 November 2022 as the time and date to determine holders of the Company’s ordinary fully paid shares for the purposes of determining entitlements to attend and vote at the Annual General Meeting. Share transfers registered after that deadline will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 8 of 22 12. Explanatory Notes These Explanatory Notes are provided to the Shareholders of the Company to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be virtually, commencing 2.00 PM Sydney Time on Friday 25 November 2022. The Board recommends that Shareholders read the accompanying Notice and these Explanatory Notes in full before making any decision in relation to the Resolutions. 12.1. Financial Reports The Corporations Act requires the Financial Report (which comprises the Financial Statements and Directors’ Report) and Auditor’s Report to be presented to the Meeting. There is no requirement for Shareholders to approve the Financial Report. However, the Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the management of the Company. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the and the content of the Auditor’s Report. 12.2. Resolution 1: Adoption of the Remuneration Report 12.2.1. Background The Remuneration Report of the Company for the financial year ended 30 June 2022 is set out in the Company’s 2022 Annual Report which is available on the Company’s website https://legacyminerals.com.au/ The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions about, or make comments on, the Remuneration Report at the meeting. In addition, Shareholders will be asked to vote on the Remuneration Report. The Resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies. Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors must go up for re-election. The Company encourages all Shareholders to cast their votes on Resolution 1. Shareholders not attending the Meeting may use the enclosed Proxy Form to lodge their vote by appointing a Proxy. Any undirected proxies held by the Chair of the Meeting, other Directors or other Key Management Personnel or any of their Closely Related Parties will not be voted on Resolution 1, unless the vote is cast by the Chair of the Meeting pursuant to an express authorisation on the Proxy Form made by a Shareholder who is entitled to vote on Resolution 1. Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 9 of 22 Key Management Personnel of the Consolidated Entity are the directors of the Company and those other persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies the Company’s Key Management Personnel for the financial year ended 30 June 2022. Their Closely Related Parties are defined in the Corporations Act, and include certain of their family members, dependants and companies they control. If you choose to appoint a Proxy, you are encouraged to direct your Proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” on the Voting Form for that item of business. 12.2.2. Recommendation The Board recommends that Shareholders vote in favour of Resolution 1. 12.3. Resolution 2: Re-Election of Director – Mr Matthew Wall 12.3.1. Background Clause 41.1 of the Company’s Constitution provides that a Director must retire from office at the end of the third annual general meeting following the Director’s last appointment or three years, whichever is longer. There must be an election of Directors at each annual general meeting of the Company (ASX Listing Rule 14.5). This can be satisfied by the person who has been a Director the longest without reelection retiring and standing for re-election. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. Accordingly, Mr Matthew Wall holds office only until the end of the meeting and offers himself for re-election to the Board. 12.3.2. Qualifications of Matthew Wall (Non-Executive Director) CTE, MCILT Appointed 21 May 2021 as a Director Matthew is a metals and mining specialist with over 35 years of experience in sales, marketing, shipping/logistics, trading, capital raising and risk management. He has held senior management roles with Rio Tinto, EDF Trading and Wood Mackenzie. Matthew has advised a number of small private and junior listed mining companies in Australia and overseas on capital raisings and market development. He is a Member of the Chartered Institute of Logistics & Transport (CILT). 12.3.3. Recommendation Non-candidate Directors recommend that Shareholders vote in favour of Resolution 2. Notice of Annual General Meeting Commencing 2.00 PM Sydney Time on Friday 25 November 2022 Page 10 of 22 12.4. Resolution 3: Approval Of 10% Placement Facility 12.4.1. Background ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities, of up to 10% of its issued share capital on issue at the commencement of the relevant period, being: (a) If the eligible entity has been admitted to the ASX’s official list for 12 months or more, the 12-month period before the issue date or date of agreement to issue; or (b) If the eligible entity has been admitted to the ASX’s official list less than 12 months, the period from the date the entity was admitted to the ASX official list to the date immediately preceding the date of the issue or agreement (Relevant Period), through placements over the Relevant Period after the annual general meeting (10% Placement Facility). The Company was admitted to the ASX’s official list on 9 September 2021. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that: (a) is not included in the S&P/ASX 300 Index; and (b) has a market capitalisation of $300 million or less (excluding restricted securities and securities quoted on a deferred settlement basis). The Company is an eligible entity for the purposes of ASX Listing Rule 7.1A. Resolution 3 seeks Shareholder approval by way of a special resolution for the Company to have the ability to issue Equity Securities under the 10% Placement Facility in addition to its 15% placement capacity under ASX Listing Rule 7.1. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. Further information is set out in section 12.4.2 of the Notice. If passed, the effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under ASX Listing Rule 7.1A during the 10% Placement Period (as defined below) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1. This means the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Shareholders do not approve Resolution 3, the issue of any Equity Securities would use up a portion of the Company’s 15% placement capacity under ASX Listing Rule 7.1 (11,276,325 Equity Securities at the date of the Notice) until that date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue Equity