Announcement PDF ASX Announcement 8 July 2025 General Meeting to convene on Friday, 8 August 2025 The general meeting (General Meeting) of Microba Life Sciences Limited (ASX : MAP) (Microba or Company) is scheduled to be held on Friday, 8 August 2025 at 11:00am AEST (Brisbane time). The Letter to Shareholders, Notice of General Meeting and Proxy Form dispatched to Shareholders are attached. View this announcement on our Investor Hub: https://ir.microba.com/link/MrDawP This announcement has been authorised for release by the Chair and Chief Executive Officer. For further information, please contact: Dr Luke Reid Chief Executive Officer luke.reid@microba.com Investor / Media Relations investor@microba.com https://ir.microba.com/welcome About Microba Life Sciences Limited Microba Life Sciences is a company at the forefront of microbiome diagnostics & therapeutics and are on a mission to improve human health. With world-leading technology for measuring the human gut microbiome, Microba is driving the discovery and development of novel therapeutics for major chronic diseases and delivering gut microbiome testing services globally to researchers, clinicians, and consumers. Through partnerships with leading organisations, Microba is powering the discovery of new relationships between the microbiome, health and disease for the development of new health solutions. For more information visit www.microba.com JOIN MICROBA’S INTERACTIVE INVESTOR HUB For more Company information and to engage with management by asking questions about Microba’s latest announcements and updates, visit ir.microba.com/welcome Microba Life Sciences Ltd | ABN 82 617 096 652 | L10, 324 Queen Street, Brisbane QLD 4000 Australia | 1300 974 621 8 July 2025 Dear Shareholder, Invitation to Microba Life Sciences’ General Meeting On behalf of the Board of Directors of Microba Life Sciences Limited (Microba), I am pleased to invite you to the General Meeting of Microba (General Meeting) This General Meeting marks an important milestone as we seek Shareholder approval for several capital initiatives that will drive expanded clinical adoption of the Company’s core microbiome testing products. Microba is in a key growth phase driving towards regional break-even milestones, and your support through this capital raise will help us realise health outcomes for more patients and value creation for shareholders. Following the strong support already received from Sonic Healthcare our largest shareholder, alongside new and existing institutional and sophisticated investors through the $12.5m Placement, we are now seeking to broaden participation through a $2.0 million underwritten Share Purchase Plan (SPP) and progress our commercial collaboration with Sonic Healthcare. These capital raising initiatives will enable Microba to: • • • • • Expand adoption of MetaXplore and MetaPanel in Australia and the UK; Build the next phase of our scalable commercial operations; Generate robust clinical evidence to drive clinical uptake; Strengthen our working capital position to support execution; and Support long-term value creation for all stakeholders. The General Meeting will be held at Thomson Geer, Level 28, 1 Eagle Street, Brisbane on Friday, 8 August 2025 at 11:00am AEST (Brisbane time). Lodging Your Proxy and Questions We encourage you to lodge a directed proxy form by 11:00am AEST (Brisbane time) on Wednesday, 6 August 2025 if you are unable to attend the General Meeting in person. In addition, please submit any questions ahead of the General Meeting to give our management team the best opportunity to address them comprehensively during the General Meeting. Full details on how to participate, either in person or by proxy, can be found in the attached Notice of General Meeting & Explanatory Statement. Access to General Meeting Documents The Notice of General Meeting & Explanatory Statement can be viewed and downloaded from: https://ir.microba.com/asxannouncements Shareholders who have nominated an email address, and have elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to an electronic copy of the important General Meeting documents. In accordance with sections 110C-110H and 110J-110K of the Corporations Act 2001 (Cth), no hard copy of the Notice of General Meeting & Explanatory Statement will be circulated, unless a shareholder has requested a hard copy. If you are unable to access any of the important General Meeting documents online or if you wish to receive a hard copy of the General Meeting documents please contact our share registry, Automic, on 1300 288 664 (within Australia) or +612 9698 5414 (outside Australia) or via email at hello@automic.com.au Microba will no longer send a hard copy of General Meeting documents unless a shareholder requests a copy to be mailed. We encourage all shareholders to provide an email address so that we can send investor communications electronically when they become available online, which includes items such as meeting documents. Shareholders can still elect to receive some or all of their communications in hard copy or electronic form or elect not to receive certain documents such as annual reports in hard copy. JOIN MICROBA’S INTERACTIVE INVESTOR HUB For more Company information and to engage with management by asking questions about Microba’s latest announcements and updates, visit ir.microba.com/welcome Microba Life Sciences Ltd | ABN 82 617 096 652 | L10, 324 Queen Street, Brisbane QLD 4000 Australia | 1300 974 621 8 July 2025 Updating Your Communication Preferences To ensure that you receive important updates efficiently, we encourage all shareholders to provide an email address for electronic communications, which includes notices, meeting documents, and annual reports. You can update your communication preferences at https://investor.automic.com.au/. If you are a shareholder and would like a hard copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry, Automic, on 1300 288 664 (within Australia) or +612 9698 5414 (outside Australia) or via email at hello@automic.com.au. We appreciate your continued support and look forward to welcoming you to the General Meeting. Yours sincerely, Pasquale Rombola Chair | Microba Life Sciences Limited For further information, please contact: Dr Luke Reid Chief Executive Officer luke.reid@microba.com Investor / Media Relations investor@microba.com https://ir.microba.com/welcome About Microba Life Sciences Limited Microba Life Sciences is a precision microbiome company driven to improve human health. With world-leading technology for measuring the human gut microbiome, Microba is driving the discovery and development of novel therapeutics for major chronic diseases and delivering gut microbiome testing services globally to researchers, clinicians, and consumers. Through partnerships with leading organisations, Microba is powering the discovery of new relationships between the microbiome, health and disease for the development of new health solutions. For more information visit www.microba.com JOIN MICROBA’S INTERACTIVE INVESTOR HUB For more Company information and to engage with management by asking questions about Microba’s latest announcements and updates, visit ir.microba.com/welcome Microba Life Sciences Ltd | ABN 82 617 096 652 | L10, 324 Queen Street, Brisbane QLD 4000 Australia | 1300 974 621 Microba Life Sciences Limited ACN 617 096 652 Notice of General Meeting & Explanatory Statement To be held at: Thomson Geer, Level 28, 1 Eagle Street, Brisbane QLD 4000 To be held on: Friday, 8 August 2025 Commencing at: 11:00am AEST (Brisbane time) Important Information This Notice of General Meeting & Explanatory Statement 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. Stay Informed — Join the Microba Investor Hub To ensure you’re receiving timely company email updates, ASX announcements & invitations to investor webinars, we encourage all shareholders to activate their Microba Investor Hub profile. With your Microba Investor Hub profile, you can: • Access company news, market updates and ASX announcements • Stay informed about investor webinars and events • Engage directly with the Microba team through Q&A Activate your profile today at https://ir.microba.com/ or simply scan the QR code. Notice of General Meeting & Explanatory Statement Page 2 Important dates Issue date of the Tranche 1 Placement Shares 27 June 2025 Deadline for lodgement of Proxy Forms for the General Meeting 11:00am (Brisbane time), 6 August 2025 General Meeting 11:00am (Brisbane time), 8 August 2025 Anticipated issue date of the: • Tranche 2 Placement Shares • Placement Options • SPP Shares • SPP Options • Sonic Option 13 August 2025 *Dates are indicative only and subject to change. The occurrence of milestones after the General Meeting are conditional on the passing of the Resolutions at the General Meeting. Notice of General Meeting & Explanatory Statement Page 3 Letter from the Chair Dear Shareholders, General Meeting We are pleased to invite you to the General Meeting of Microba Life Sciences Limited ACN 617 096 652 (Company) to be held at 11:00am (Brisbane time) on 8 August 2025 at Thomson Geer, Level 28, 1 Eagle Street, Brisbane QLD 4000 (General Meeting). This General Meeting marks an important milestone as we seek Shareholder approval for several capital initiatives that will accelerate the execution of Microba’s commercial and strategic objectives. Following the strong support we’ve received from Sonic Healthcare our largest shareholder, alongside new and existing institutional and sophisticated investors through the $12.5 million Placement, we are now seeking to broaden participation through a $2.0 million underwritten Share Purchase Plan (SPP) and progress our commercial collaboration with Sonic Healthcare. These capital raising initiatives will enable us to: • Expand adoption of MetaXplore and MetaPanel in Australia and the UK; • Build the next phase of our scalable commercial operations; • Generate robust clinical evidence to drive clinical uptake; • Strengthen our working capital position to support execution; and • Support long-term value creation for all stakeholders. Votes may be submitted during the General Meeting only by those Shareholders physically in attendance at the General Meeting either in person or through a validly appointed corporate representative. Votes via validly submitted Proxy Forms will also be accepted. In accordance with Part 1.2AA of the Corporations Act 2001 (Cth), the Company will only be dispatching physical copies of the Notice of General Meeting (Notice of General Meeting) to Shareholders who have elected to receive the Notice of General Meeting in physical form. The Notice of General Meeting is being made available to Shareholders electronically and can be viewed and downloaded online on at the Company’s Investor Relations Website https://ir.microba.com/ announcements page. We encourage all shareholders to activate their profile and link their shareholding on Microba’s Investor Hub platform at https://ir.microba.com/ to ensure they are receiving the most up-to-date information from the Company. Investor Hub is our dedicated shareholder engagement platform, providing access to company ASX announcements, Q&A with Company management, access to investor emails as well as invitations to exclusive investor webinars. By registering, you’ll stay informed about Microba’s broader strategic and commercial progress as we continue to scale across key markets. Background to the Resolutions On 23 June 2025, the Company announced the following: (a) The Company had received firm commitments for a placement of 138,888,889 new fully-paid ordinary shares in the Company, to sophisticated, professional and institutional investors, at a price of $0.09 per Share (Placement) to raise approximately $12.5 million (before costs). (b) Additionally, the Company will offer a fully underwritten share purchase plan (SPP), underwritten to $2.0 million, to existing Eligible Shareholders at a price of $0.09 per Share to raise a further $2.0 million (before costs) on the same terms as the Placement. (c) Under both the Placement and the SPP, the Company will offer one (1) free attaching Option for every two (2) new Shares subscribed for. Such Options will have an exercise price of $0.14 per Option and will expire 2 years following their issue. The Shares issued under the Placement (Placement Shares) are to be issued in two tranches: (a) 67,177,796 Placement Shares were issued on 27 June 2025 (Tranche 1 Placement Shares); and Notice of General Meeting & Explanatory Statement Page 4 (b) 71,711,093 Placement Shares are proposed to be issued on or around 13 August 2025, subject to receiving Shareholder approval at the General Meeting (Tranche 2 Placement Shares). The Options to be issued under the Placement (Placement Options) are proposed to be issued as follows: (a) 33,588,898 Placement Options which were free attaching to the Tranche 1 Placement Shares are proposed to be issued on or around 13 August 2025, subject to receiving Shareholder approval at the General Meeting (Tranche 1 Placement Options). In the event Shareholder approval is not provided for the Tranche 1 Placement Options, the Tranche 1 Placement Options will not be issued; and (b) 35,855,546 Placement Options which are free attaching to the Tranche 2 Placement Shares are proposed to be issued on or around 13 August 2025, subject to receiving Shareholder approval at the General Meeting (Tranche 2 Placement Options). It is proposed that the Shares (SPP Shares) and the Options (SPP Options) to be issued under the SPP will be issued on 13 August 2025, following receipt of Shareholder approval at the General Meeting. All Tranche 2 Placement Shares and Tranche 2 Placement Options proposed to be issued to a Related Party of the Company, are subject to Shareholder approval. The Resolutions to be put to Shareholders at the General Meeting are as follows: Purpose of General Meeting This General Meeting seeks the approval of Shareholders for: The Placement: (a) Resolution 1 seeks Shareholder approval for the ratification of the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.4; (b) Resolution 2 seeks Shareholder approval for the issue of the Tranche 2 Placement Shares under ASX Listing Rule 7.1; (c) Resolution 3 seeks Shareholder approval for the issue of the free attaching Placement Options (consisting of the Tranche 1 Placement Options and Tranche 2 Placement Options) pursuant to the Placement under ASX Listing Rule 7.1; (d) Resolution 4(a) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Shares to Mr Pasquale Rombola, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Shares are being issued on the same terms as the Tranche 1 Placement Shares and Tranche 2 Placement Shares under the Placement; (e) Resolution 4(b) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Options to Mr Pasquale Rombola, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Options are being issued on the same terms as the Tranche 1 Placement Options and Tranche 2 Placement Options under the Placement; (f) Resolution 5(a) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Shares to Professor Ian Frazer, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Shares are being issued on the same terms as the Tranche 1 Placement Shares and Tranche 2 Placement Shares under the Placement; (g) Resolution 5(b) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Options to Professor Ian Frazer, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Options are being issued on the same terms as the Tranche 1 Placement Options and Tranche 2 Placement Options under the Placement; The SPP: Notice of General Meeting & Explanatory Statement Page 5 (h) Resolution 6(a) seeks Shareholder approval for the issue of the SPP Shares pursuant to the SPP under ASX Listing Rule 7.1; (i) Resolution 6(b) seeks Shareholder approval for the issue of the SPP Options pursuant to the SPP under ASX Listing Rule 7.1; and Sonic Option: (j) Resolution 7 seeks Shareholder approval for the issue of the Sonic Option to Sonic Healthcare Limited under ASX Listing Rule 7.1, (together, the Resolutions). Proceeds Proceeds from the Placement will be used to rapidly advance Microba’s commercialisation of its core tests MetaXplore and MetaPanel including: • Advancing the product development roadmap to support expanded clinical adoption in Australia and the UK; • Advancing scalable sales, marketing and commercial operations in Australia and the UK; • Developing targeted clinical evidence to underpin the product roadmap and drive clinical adoption; • Strengthening working capital and balance sheet flexibility; • Offer costs. Any funds raised via the SPP will be allocated to working capital. Capital structure The following table details the projected capital structure of the Company after completion of the Placement and SPP and issue of the Sonic Option (on an undiluted basis). Current capital structure Issued capital of the Company prior to completion of the Placement and SPP and issue of the Sonic Option 447,851,977 Shares 26,849,744 Options Placement Issue of Tranche 1 Placement Shares 67,177,796 Shares Issue of Tranche 2 Placement Shares (following Shareholder approval) 71,711,093 Shares Issue of Tranche 1 Placement Options and Tranche 2 Placement Options (following Shareholder approval) 69,444,444 Options SPP Issue of SPP Shares (to all Eligible Shareholders) (following Shareholder approval) 22,222,223 Shares Issue of SPP Options (to all Eligible Shareholders) (following Shareholder approval) 11,111,111 Options Sonic Option Issue of Sonic Option 1 Option Projected issued capital after completion of the Placement and SPP and assuming all Options are issued (but the Options issued are not exercised) 608,963,089 Shares 107,405,299 Options Refer to Schedule 3 for detail of the issued capital of the Company on a fully diluted basis. Voting A Shareholder can vote either in person or by proxy. Notice of General Meeting & Explanatory Statement Page 6 Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah. Alternatively, the attached proxy form can be returned by: Post to: Automic GPO Box 5193 Sydney NSW 2001 Or email to: meetings@automicgroup.com.au Or in person: Automic Level 5, 126 Phillip Street Sydney NSW 2000 Or fax to: 02 2 8583 3040 within Australia or +61 2 8583 3040 outside Australia If you are unsure as to how to vote, we recommend that you speak with your professional adviser. Booklet With respect to the General Meeting, this booklet contains the following: • The Notice of General Meeting for the General Meeting which contains information about the business to be conducted at the General Meeting, including the Resolutions to be put to the Shareholders (see Part B). • Information explaining the business to be conducted at the General Meeting (see the Explanatory Statement at Part D). • Information on how to vote, how to attend the General Meeting and how to appoint a proxy to vote on the Resolutions to be passed at the General Meeting (see Part C). Questions Should you wish to discuss the matters in this Notice of General Meeting & Explanatory Statement, please do not hesitate to contact the Company Secretary, James Heath at James.Heath@microba.com. Alternatively, you should consult your licensed financial adviser, stockbroker or other professional adviser. If you have any questions in regards to your holding in Shares or other Share registry matters, please consult Automic on 1300 288 664 (from within Australia) and +61 2 9698 5414 (from outside Australia). We look forward to the participation of all Shareholders at the General Meeting on 11:00am (Brisbane time) on 8 August 2025. We appreciate your continued support and look forward to welcoming you to the General Meeting. Yours sincerely, Pasquale Rombola | Chair - Microba Life Sciences Limited Notice of General Meeting & Explanatory Statement Page 7 Section A – Glossary $ Australian dollars. General Meeting The meeting of Shareholders convened by the Notice of General Meeting & Explanatory Statement. ASIC The Australian Securities & Investments Commission. ASX The Australian Securities Exchange operated by ASX Limited. Board The board of Directors of the Company. Business Day Monday to Friday inclusive, except any day that the ASX declares is not a business day. Chairman or Chair The chair of the General Meeting. Company or Microba Microba Life Sciences Limited ACN 617 096 652. Corporations Act The Corporations Act 2001 (Cth) for the time being in force together with the Corporations Regulations 2001 (Cth). Directors The directors of the Company. Equity Securities Any type of security in the Company, including a Share, Option, unit, convertible security, and as otherwise defined in the ASX Listing Rules. Eligible Shareholder Has the meaning given to that term in the prospectus for the SPP. Explanatory Statement The information set out in Section C of this Notice of General Meeting & Explanatory Statement. Glossary The glossary contained in this Section A of this Notice of General Meeting & Explanatory Statement. Joint Lead Managers Morgans Corporate Limited and Canaccord Genuity (Australia) Limited. Listing Rules or ASX Listing Rules The listing rules of ASX, as amended from time to time. Notice of General Meeting The Notice of General Meeting contained in Section B of this Notice of General Meeting & Explanatory Statement. Notice of General Meeting & Explanatory Statement This Notice of General Meeting & Explanatory Statement, including the Notice of General Meeting, Explanatory Statement, the schedules and the Proxy Form. Option An option to subscribe for a Share in the Company. Placement A placement of 138,888,889 new fully-paid ordinary shares in the Company, to sophisticated, professional and institutional investors, at a price of A$0.09 per share to raise approximately A$12.5 million (before costs) together with one free attaching Placement Option exercisable at $0.14 each on or before the date that is 24 months following their issue for every two Placement Shares issued Placement Options An Option offered under the Placement (one free attaching Placement Option for every two Placement Shares) exercisable at $0.14 per Option on or before the date that is 2 years following issue of the Placement Option. The terms of which are detailed in Schedule 1. The Placement Options consist of the Tranche 1 Placement Options and the Tranche 2 Placement Options. Placement Shares The Tranche 1 Placement Shares and the Tranche 2 Placement Shares. Proxy Form The proxy form accompanying the Notice of General Meeting & Explanatory Statement. Related Party or Parties Has the meaning given to that term in the Listing Rules. Resolutions The resolutions set out in the Notice of General Meeting and Resolution means any of them. Section A section of this Notice of General Meeting & Explanatory Statement. Notice of General Meeting & Explanatory Statement Page 8 Shareholder A holder of one or more Shares. Shares The ordinary shares on issue in the share capital of the Company and Share means any one of them. Sonic Means Sonic Healthcare Limited. Sonic Attaching Options The attaching options issued on exercise of the Sonic Option (on the basis of 1 Sonic Attaching Option for every 4 Shares issued on exercise of the Sonic Option). The terms of the Sonic Attaching Options are detailed in Schedule 2. Sonic Option The 1 Option proposed to be issued to Sonic, which is exercisable into a maximum of 46,296,296 Shares and a maximum of 11,574,074 Sonic Attaching Options (on the basis of 1 Sonic Attaching Option for every 4 Shares issued on exercise of the Sonic Option). The terms of the Sonic Option are detailed in Schedule 2. SPP or SPP Offer The offer to each Eligible Shareholder to subscribe for up to $30,000 of SPP Shares at an issue price of $0.09 per Share with one free attaching Option exercisable at $0.14 each on or before the date that is 2 years following their issue (SPP Option) for every two SPP Shares issued, to raise up to $2,000,000 before costs (SPP Offer). The SPP Offer is underwritten to $2,000,000. SPP Options An Option offered under the SPP (one free attaching SPP Option for every two SPP Shares) exercisable at $0.14 per SPP Option on or before the date that is 2 years following the issue of the SPP Option. The terms of which are detailed in Schedule 1. SPP Shares A Share offered under the SPP at an issue price of $0.09 per Share. Tranche 1 Placement Means the placement of the Tranche 1 Placement Shares and Tranche 1 Placement Options. Tranche 1 Placement Options Means the 33,588,898 Placement Options which were free attaching to the Tranche 1 Placement Shares, proposed to be issued on or around 13 August 2025, subject to receiving Shareholder approval at the General Meeting. Tranche 1 Placement Shares Means the 67,177,796 Shares issued on 27 June 2025 as part of the Placement. Tranche 2 Placement Means the placement of the Tranche 2 Placement Shares and Tranche 2 Placement Options. Tranche 2 Placement Options Means the 35,855,546 Placement Options which are free attaching to the Tranche 2 Placement Shares proposed to be issued on or around 13 August 2025, subject to receiving Shareholder approval at the General Meeting. Tranche 2 Placement Shares Means the 71,711,093 Shares proposed to be issued on or around 13 August 2025, subject to receiving Shareholder approval at the General Meeting, as part of the Placement. Notice of General Meeting & Explanatory Statement Page 9 Section B – Notice of General Meeting Time and place Notice is hereby given that the General Meeting will be held as follows: Held at: Thomson Geer, Level 28, 1 Eagle Street, Brisbane City QLD 4000 Commencing at: 11:00am AEST (Brisbane time) on Friday, 8 August 2025 Voting Votes may be submitted during the General Meeting only by those Shareholders physically in attendance at the General Meeting or through a validly appointed corporate representative. Votes via validly submitted Proxy Forms will also be accepted. Accordingly, the Company strongly encourages Shareholders to lodge a directed Proxy Form with the Company no later than 48 hours prior to the General Meeting. Explanatory Statement The Explanatory Statement which accompanies and forms part of this Notice of General Meeting describes the matters to be considered at the General Meeting. Defined terms Terms used in this Notice of General Meeting have the meaning given to them in the Glossary in Section A of this Notice of General Meeting & Explanatory Statement in which this Notice of General Meeting is contained. SPECIAL BUSINESS 1. Resolution 1: Ratification of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1 To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the Company's prior issue of 67,177,796 Tranche 1 Placement Shares issued under Listing Rule 7.1 at an issue price of $0.09 per Tranche 1 Placement Share on the terms and conditions set out in the Explanatory Statement." Short explanation On 27 June 2025, the Company issued 67,177,796 Tranche 1 Placement Shares to sophisticated and professional investors at an issue price of $0.09 per Tranche 1 Placement Share. Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities (which includes shares) during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period (15% Placement Capacity). The 67,177,796 Tranche 1 Placement Shares were issued within the 15% Placement Capacity. Approval under ASX Listing Rule 7.4 is being sought to ratify the issue of the Tranche 1 Placement Shares and re-set the 15% Placement Capacity. Voting Exclusion Statement The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • any person who participated in the issue of the Tranche 1 Placement Shares; or • an associate of that person or persons. Notice of General Meeting & Explanatory Statement Page 10 However, this does not apply to a vote cast in favour of the Resolution by: 2. • a person or 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 • 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 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resol