Samples/000001/000002/i12 *M00000112Q02* ARDIDEN LIMITED ACN 110 884 252 NOTICE OF ANNUAL GENERAL MEETING The annual general meeting of Ardiden Limited will be held at 8:30am (AWST) on Wednesday, 26 November 2025 at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting. If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform. 2 ARDIDEN LIMITED ACN 110 884 252 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of Ardiden Limited (Company) will be held at 8:30am (AWST) on Wednesday, 26 November 2025 at The Park Business Centre, 45 Ventnor Avenue, West Perth WA 6005 (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 24 November 2025 at 4.00pm (AWST). Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1. AGENDA Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report. 1 Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding resolution the following: "That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, Shareholders approve the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum." Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution. Voting Prohibition A vote on this Resolution must not be cast (in any capacity): (a) by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or (b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such persons 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 3 (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution but expressly authorises the Chairperson to exercise the proxy, even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 2 Resolution 2 – Re-election of Ms Michelle Roth as Director 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 Article 6.1(f)(i) and for all other purposes, Ms Michelle Roth, Director, retires and being eligible pursuant to Article 6.1(f)(i), is re-elected as a Director on the terms and conditions in the Explanatory Memorandum." 3 Resolution 3 – 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 of up to 10% of the issued capital of the Company (at the time of the 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 Exclusion If at the time approval is sought the Company is proposing to make an issue of equity securities under Rule 7.1A.2, the Company will disregard any votes cast in favour of this Resolution 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 (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: As at the date of this Notice, it is not known who may participate in any Equity Securities issued under Resolution 3 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Facility. Accordingly, no Shareholders are excluded from voting on Resolution 3. 4 4 Resolution 4 – Issue of Consideration Shares 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 Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 101,388,889 Shares to Lac Gold Shareholders pursuant to the Lac Gold Acquisition on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Lac Gold Shareholders or any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a holder of ordinary securities) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 5 Resolution 5 – Issue of Capital Raising Shares 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 Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 50,000,000 Shares pursuant to the Capital Raising on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the proposed issue of Shares and any other person who will obtain a material benefit as a result of the issue of Shares (except a benefit solely by reason of being a holder of ordinary securities) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or 5 (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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. 6 Resolution 6 – Issue of Shares to Churchill Strategic Investments Group Pty Ltd under the Capital Raising To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, pursuant to and in accordance with ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 5,000,000 Shares to Churchill Strategic Investments Group Pty Ltd, an entity controlled by Jeremy Robinson, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Jeremy Robinson, Churchill Strategic Investments Group Pty Ltd and any other person who will obtain a material benefit as a result of the issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6 7 Resolution 7 – Issue of Performance Rights to Mr Matthew Keegan 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 Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 6,000,000 Performance Rights to Mr Matthew Keegan (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Matthew Keegan (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or (c) a holder acting solely in a nominee, trustee 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 8 Resolution 8 – Issue of Performance Rights to Mr Andrew Stocks 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 Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 6,000,000 Performance Rights to Mr Andrew Stocks (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Andrew Stocks (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or 7 (c) a holder acting solely in a nominee, trustee 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 9 Resolution 9 – Issue of Performance Rights to Mr Ian Hume 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 Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Performance Rights to Mr Ian Hume (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Ian Hume (and/or his nominees)) and any other person who will obtain a material benefit as a result of the proposed issue of the Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson decides; or (c) a holder acting solely in a nominee, trustee 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 10 Resolution 10 – Issue of Performance Rights to Ms Tara Robson 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 Listing Rule 7.1, Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 2,000,000 Performance Rights to Ms Tara Robson (and/or her nominee(s)) on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Tara Robson (and/or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an associate of that person or those persons. 8 However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of Ms Tara Robson or any of her associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Ms Tara Robson or any of her, or their, associates. Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such a member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise 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 the Resolution; or (b) the person appointed as proxy is the Chairperson and the written appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 11 Resolution 11 – Issue of Performance Rights to Ms Michelle Roth 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 Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 2,000,000 Performance Rights to Ms Michelle Roth (and/or her nominee(s)) on the terms and conditions in the Explanatory Memorandum." 9 Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Ms Michelle Roth (and/or her nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of Ms Michelle Roth or her nominee(s) or any of her, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Ms Michelle Roth or any of her, or their, associates. Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such a member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise 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 the Resolution; or (b) the person appointed as proxy is the Chairperson and the written appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 10 12 Resolution 12 – Issue of Performance Rights to Mr Jeremy Robinson 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 Listing Rule 10.11, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and Chapter 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 2,000,000 Performance Rights to Mr Jeremy Robinson (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Jeremy Robinson (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the Performance Rights (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an associate of Mr Jeremy Robinson. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Jeremy Robinson or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr Jeremy Robinson or any of his, or their, associates. Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such a member. 11 However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise 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 the Resolution; or (b) the person appointed as proxy is the Chairperson and the written appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 13 Resolution 13 – Section 195 Approval 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 subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 11 and 12." By order of the Board Tara Robson Company Secretary Dated: 15 October 2025 12 ARDIDEN LIMITED ACN 110 884 252 EXPLANATORY MEMORANDUM 1 Introduction This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting. This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 1: Introduction Section 2: Action to be taken by Shareholders Section 3: Annual Report Section 4: Background Section 5: Resolution 1 – Remuneration Report Section 6: Resolution 2 – Re-election of Ms Michelle Roth as Director Section 7: Resolution 3 – Approval of 10% Placement Facility Section 8: Resolution 4 – Issue of Consideration Shares Section 9: Resolution 5 – Issue of Capital Raising Shares Section 10: Resolution 6 – Issue of Shares to Churchill Strategic Investments Group Pty Ltd under the Capital Raising Section 11: Resolution 7, 8, 9 and 10 – Issue of Performance Rights to Messrs Matthew Keegan, Andrew Stocks, Ian Hume and Ms Tara Robson Section 12: Resolution 11 and 12 – Issue of Performance Rights to Ms Michelle Roth and Mr Jeremy Robinson Section 13: Resolution 13 – Section 195 Approval Schedule 1: Definitions Schedule 2: Summary of the Share Sale Agreement Schedule 3: Performance Rights Terms and Conditions A Proxy Form is located at the end of this Explanatory Memorandum. 2 Action to be taken by Shareholders Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. The Company advises that a poll will be conducted for all Resolutions. 13 2.1 Proxies 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 (subject to the voting exclusions detailed in the Notice). Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cas