Announcement PDF investors@pentanet.com.au +61 8 9466 2672 25/257 Balcatta Road, Balcatta, WA, 6021 ABN: 29 617 506 279 ASX: 5GG | ASX ANNOUNCEMENT 21 October 2026 Letter to Shareholders and Proxy Form in relation to the 2026 Annual General Meeting Pentanet Ltd (ASX:5GG or Pentanet or Company) advises that an Annual General Meeting of Shareholders will be held at 1.00pm (AWST) on Friday, 20 November 2026 at Pentanet, 25/257 Balcatta Road, Balcatta WA 6021. In accordance with ASX Listing Rule 3.17, attached are the following documents: 1. A Letter to Shareholders regarding arrangements for the Annual General Meeting as dispatched to Shareholders in lieu of the Notice of Meeting; 2. Notice of Annual General Meeting; and 3. Sample Proxy Form This announcement has been authorised for release by the Company Secretary, Mr Patrick Holywell. For further information, please contact: Mr. Stephen Cornish Managing Director Mr. Patrick Holywell Company Secretary Ms. Mart-Marie Derman Chief Financial Officer About Pentanet Pentanet (ASX:5GG) is a Perth-based digital infrastructure company that owns and operates compute and communications infrastructure in Australia. The Group pairs an established telecommunications business with a fast-growing cloud-gaming platform, CloudGG. Pentanet’s telecommunications network, anchored by its market-leading private fixed-wireless network (the largest in Perth) together with fixed-line services resold over nbn® and Opticomm, delivers high-speed internet to a growing subscriber base and generates a resilient, recurring-revenue foundation for the Group. As an NVIDIA GeForce NOW Alliance Partner for Australia and New Zealand, Pentanet was the first to bring GeForce NOW to Australia in 2021 and today operates CloudGG on one of Australia’s larger clusters of high-powered NVIDIA gaming GPUs. Cloud gaming gives customers access to premium gaming performance through a subscription, without needing to buy and continually upgrade expensive gaming hardware. With established infrastructure and a strategic position in cloud gaming and improving Gaming unit economics, Pentanet is building a scalable digital-infrastructure and subscription platform, underpinned by the recurring revenue of its telecommunications business. Pentanet invites existing and prospective shareholders to join the conversation within the Company’s interactive Investor Hub at https://investorhub.pentanet.com.au/link/ya3Rlr All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code: 5GG <<EntityRegistrationDetailsLine1Envelope>> <<EntityRegistrationDetailsLine2Envelope>> <<EntityRegistrationDetailsLine3Envelope>> <<EntityRegistrationDetailsLine4Envelope>> <<EntityRegistrationDetailsLine5Envelope>> <<EntityRegistrationDetailsLine6Envelope>> 21 October 2026 Upcoming Annual General Meeting of Shareholders Dear Shareholder, Pentanet Limited ACN 617 506 279 (ASX:5GG or “the Company”), advises the 2026 Annual General Meeting will be held in person at Pentanet, 25/257 Balcatta Road, Balcatta WA 6021, on Friday, 20 November 2026 at 1.00pm AWST (Meeting). Notice of Meeting The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://investorhub.pentanet.com.au or the Company's ASX market announcements platform at www.asx.com.au (ASX: 5GG). In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy. Voting by Proxy For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Shareholder queries in relation to the Meeting Shareholders can contact the Company Secretary with any questions prior to the meeting via email at patrick.holywell@staff.pentanet.com.au. Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at patrick.holywell@staff.pentanet.com.au by 5:00pm (AWST) on Friday, 13 November 2026. Copies of all Meeting related material including the Notice and the Company's Annual Report, are available to download from the Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website. Yours sincerely, Patrick Holywell Company Secretary Online scan the QR code below using your smartphone Lodge your Proxy vote online at https://singleholding.automic.com.au/login by following the instructions: 1. Login to the Automic website using the holding details as shown on your holding statement. 2. Click on ‘Meetings’ – ‘Vote’. To use the online lodgment facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown at the top of your holding statement. PENTANET LIMITED ACN 617 506 279 NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of the Company will be held as follows: Date and time: Friday, 20 November 2026 at 1:00pm (AWST) Location: 25/257 Balcatta Road, Balcatta WA 6021 The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional adviser prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary on (08) 9466 2672. Shareholders are urged to vote by lodging the Proxy Form Page 2 Pentanet Limited ACN 617 506 279 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Shareholders of Pentanet Limited will be held at 25/257 Balcatta Road, Balcatta WA 6021 on Friday, 20 November 2026 at 1:00pm (AWST). 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 4:00pm (AWST) on Wednesday, 18 November 2026. The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice. Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2026, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: there is no requirement for Shareholders to approve the Annual Report. 2 Resolutions Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: 'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.' Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director - Dalton Gooding To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: Page 3 'That, in accordance with Article 7.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Dalton Gooding retires at this Meeting and, being eligible and offering himself for re-election, is re-elected as a Director, on the terms and conditions in the Explanatory Memorandum.' Resolution 3(a) and Resolution 3(b) – Approval to issue Performance Rights to Director - Stephen Cornish To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That: (a) the issue of up to 18,716,667 Performance Rights to Stephen Cornish (or his nominees) under the Plan is approved under and for the purposes of Listing Rule 10.14; and (b) the issue of the Potential Termination Benefits pertaining to the Performance Rights described in Resolution 3(a) to Stephen Cornish (or his nominees) is approved for the purposes of Listing Rule 10.19 and sections 200B and 200E of the Corporations Act, and for all other purposes, on the terms and conditions in the Explanatory Memorandum.' Resolution 4 – Renewed approval of employee incentive scheme To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 'That, pursuant to and in accordance with exception 13 of Listing Rule 7.2 and for all other purposes, approval is given for the existing employee incentive scheme of the Company known as the "Pentanet Limited Employee Securities Incentive Plan" and the issue of Securities under that Plan, up to a maximum of 43,317,165 Securities, on the terms and conditions in the Explanatory Memorandum.' Resolution 5 – Adoption of proportional takeover provisions in the Constitution To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, for the purpose of section 648G of the Corporations Act, Article 4.9 and Schedule 5 of the Constitution and for all other purposes, approval is given for the Company to modify its existing Constitution by adopting Article 4.9 and Schedule 5 of the Constitution for a period of 3 years from the date of the Meeting.' Page 4 Resolution 6 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: 'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.' Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 3(a), by or on behalf of Stephen Cornish (or his nominees), being a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan, or any of his respective associates; (b) Resolution 3(b), by or on behalf of an officer of the Company or any of its child entities who is entitled to participate in a termination benefit, including Stephen Cornish (or his nominees), or any of their respective associates; (c) Resolution 4, by or on behalf of any person who is eligible to participate in the Plan, or any of their respective associates; and (d) Resolution 6, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates. The above voting exclusion does not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, 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. Page 5 Voting prohibitions Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. Resolution 3: in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on these Resolutions, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. In respect of Resolution 3(b), in accordance with sections 250BD and 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Stephen Cornish (or any of his nominees), or any of their associates. However, a vote may be cast by such a person if: (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Stephen Cornish (or any of his nominees), or any of his associates. Resolution 4: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: Page 6 (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. BY ORDER OF THE BOARD Patrick Holywell Company Secretary Pentanet Limited Dated: 21 October 2026 Page 7 PENTANET LIMITED ACN 617 506 279 Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 25/257 Balcatta Road, Balcatta WA 6021 on Friday, 20 November 2026 at 1:00pm (AWST). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 1 Introduction Section 2 Voting and attendance information Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2 – Re-election of Director - Dalton Gooding Section 6 Resolution 3(a) and Resolution 3(b) – Approval to issue Performance Rights to Director - Stephen Cornish Section 7 Resolution 4 – Renewed approval of employee incentive scheme Section 8 Resolution 5 – Adoption of proportional takeover provisions in the Constitution Section 9 Resolution 6 – Approval of 10% Placement Facility Schedule 1 Definitions Schedule 2 Terms and Conditions of Performance Rights Schedule 3 Terms and Conditions of Employee Securities Incentive Plan Schedule 4 Valuation of Performance Rights A Proxy Form is included with this Notice. Page 8 2. Voting and attendance information Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (ii) a proxy need not be a member of the Company; and (iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(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: (i) 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); (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must only vote on a poll; (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (iv) 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 (i.e. as directed). Section 250BC of the Corporations Act provides that, if: Page 9 (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; (ii) the appointed proxy is not the chair of the meeting; (iii) at the meeting, a poll is duly demanded on the resolution; and (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the chair of the meeting 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. 2.3 Chair's voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 3(a), Resolution 3(b) and Resolution 4 even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. 2.4 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at patrick.holywell@staff.pentanet.com.au by 5:00pm (AWST) on Friday, 13 November 2026. Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2026. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at: https://pentanet.com.au/investor-centre/; Page 10 (b) ask questions about, or comment on, the management of the Company; and (c) ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's Auditor about: (a) the preparation and content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the Auditor in relation to the conduct of the audit, may be submitted no later than five Business Days before the Meeting to the Company Secretary at the Company's registered office. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. 4. Resolution 1 – Remuneration Report 4.1 General In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Company's Remuneration Report did not receive a Strike at the 2025 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2027 annual general meeting, this may result in the re-election of the Board. Page 11 The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about or make comments on the Remuneration Report. 4.2 Board recommendation Resolution 1 is an ordinary resolution. Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution. 5. Resolution 2 – Re-election of Director - Dalton Gooding 5.1 General Article 7.2 of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the Managing Director) must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer. No Director has reached this tenure limit as at the date of this Notice. Article 7.2(b) provides that there must be an election of Directors at each annual general meeting of the Company. Pursuant to Article 7.2(b)(iv), a Director who wishes to retire and stand for re-election is entitled to do so and this will satisfy the requirement in Article 7.2(b). Accordingly, Dalton Gooding, a Director appointed on 26 November 2018 and re-elected on 14 November 2024, retires at this Meeting and, being eligible and offering himself for re- election, seeks re-election pursuant to Resolution 2. 5.2 Dalton Gooding Dalton Gooding has over 45 years’ experience and is currently Emeritus Partner of DFK Gooding Partners, where he advises on a wide range of businesses with particular emphasis relating to accounting issues, taxation, due diligence, feasibilities and general business advice. He was a long-standing Partner at Ernst & Young and is a Fellow of the Institute of Chartered Accountants Australia & New Zealand. Mr Gooding also holds director positions on a number of public and private company boards in various sectors including as Non- Executive Chairman of Katana Capital Limited (ASX:KAT). Mr Gooding does not currently hold any other material directorships, other than as disclosed in this Notice. Mr Gooding is considered by the Board (with Mr Gooding abstaining) to be an independent Director. Mr Gooding is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. Mr Gooding has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. 5.3 Board recommendation Resolution 2 is an ordinary resolution. Page 12 The Board (other than Mr Gooding who has a personal interest in the outcome of this Resolution) recommends that Shareholders vote in favour of this Resolution. 6. Resolution 3(a) and Resolution 3(b) – Approval to issue Performance Rights to Director - Stephen Cornish 6.1 General The Company is proposing, subject to Shareholder approval, to issue up to a total of 18,716,667 Performance Rights to Stephen Cornish (or his nominees) as follows: Tranche Performance Milestones of Performance Rights Expiry Date Performance Rights issuable by the Company 1 Vesting upon Stephen Cornish remaining in employment as Managing Director for 12 months from the Grant Date and the 20-day VWAP equalling or exceeding $0.03 12 October 2031 8,166,667 2 Vesting upon Stephen Cornish remaining in employment as Managing Director for 24 months from the Grant Date and the 20-day VWAP equalling or exceeding $0.05 12 October 2031 6,000,000 3 Vesting upon Stephen Cornish remaining in employment as Managing Director for 36 months from the Grant Date and the 20-day VWAP equalling or exceeding $0.10 12 October 2031 4,550,000 TOTAL 18,716,667 The Company is at a critical stage of its development, with significant opportunities and challenges in both the near and long term. The proposed issue of the Performance Rights to Stephen Cornish is intended to align his remuneration with the Company's long-term growth, by requiring both continued service as Managing Director and achievement of specified share price hurdles before any Performance Rights vest. Additionally, the Board believes that granting the Performance Rights to Stephen Cornish is a prudent strategy to conserve the Page 13 Company's cash reserves while ensuring the retention and continued engagement of a highly experienced and qualified Director in a competitive market. The Performance Rights are to be issued under the Plan. The terms and conditions of the Performance Rights are summarised in Schedule 2. Resolution 3(a) seeks Shareholder approval for the issue of up to a total of 18,716,667 Performance Rights under the Plan to Stephen Cornish (or his nominees), under and for the purposes of Listing Rule 10.14. Resolution 3(b) seeks Shareholder approval in accordance with Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and Listing Rule 10.19 for the potential vesting of the Performance Rights (whether automatically or at the Board's discretion) on Stephen Cornish ceasing to be an officer of, or holding a managerial or executive office or position, in the Company or the substantial diminution of his role or position in the Company, together with any other benefit of the kind described in this Explanatory Memorandum that may otherwise constitute a termination benefit for the purposes of Part 2D.2 of the Corporations Act (Potential Termination Benefits). The Board (other than Stephen Cornish who has a material personal interest in Resolution 3(a) and Resolution 3(b)) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required for the proposed issue of the Performance Rights and the associated Potential Termination Benefits that will be received by Stephen Cornish (or his nominees) due to the exception in section 211 of the Corporations Act. The Performance Rights and associated Potential Termination Ben