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FBR LTD — Proxy Solicitation & Information Statement 2026
Jun 15, 2026
64901_rns_2026-06-15_dd674bec-0dbd-451f-91e3-cdeffb2b739c.pdf
Proxy Solicitation & Information Statement
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FBR Limited
ACN 090 000 276
Notice of General Meeting
Notice is given that the Meeting will be held at:
Time: 10:00 am (WST)
Date: 15 July 2026
Place: 88 Sultana Road West
High Wycombe WA 6057
The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting 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.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (Sydney time) on 13 July 2026.
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Business of the Meeting
Agenda
1. Resolution 1 – Consolidation of capital
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, pursuant to section 254H of the Corporations Act, article 2.4 of the Constitution, ASX Listing Rules 7.21 and 7.22.1 and for all other purposes, all Securities be consolidated at a ratio of 50:1 with fractional entitlements rounded down to the nearest whole Security."
2. Resolutions 2(a) to 2(e) – Ratifications of prior issues – GEM Facility – Listing Rule 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolutions each as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:
(a) 133,550,448 Shares on 3 November 2025;
(b) 33,544,443 Shares on 10 December 2025;
(c) 54,414,341 Shares on 29 January 2026;
(d) 59,177,815 Shares on 6 February 2026; and
(e) 89,000,000 Shares on 20 March 2026,
each to GEM Global Yield LLC SCS (or its nominees) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of each of the Resolutions by or on behalf of GEM Global Yield LLC SCS (or its nominees), or any associates of those persons.
3. Resolution 3 – Ratification of a prior issue – GEM Facility – Listing Rule 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,449,200 Shares to GEM Global Yield LLC SCS (or its nominees) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of GEM Global Yield LLC SCS (or its nominees), or any associates of those persons.
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- Resolutions 4(a) and 4(b) – Ratifications of prior issues – Peak Fees
To consider and, if thought fit, to pass, with or without amendment, the following resolutions each as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:
(a) 23,241,404 Shares on 10 December 2025; and
(b) 18,850,088 Shares on 20 March 2026,
to Peak Asset Management (or its nominees) on the terms and conditions set out in the Explanatory Statement."
Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Peak Asset Management (or its nominee(s)) , or any of its associates.
Dated: 15 June 2026
By order of the Board
Rhys Waldon
Company Secretary
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Voting exclusion statements
Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the 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.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
(a) each Shareholder has a right to appoint a proxy;
(b) the proxy need not be a Shareholder of the Company; and
(c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:
(a) if proxy holders vote, they must cast all directed proxies as directed; and
(b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9380 0240.
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Explanatory Statement
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. Resolution 1 – Consolidation of capital
1.1 Background
Resolution 1 seeks Shareholder approval for the Company to undertake a consolidation of capital on a 50:1 basis (Consolidation).
The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward.
1.2 Legal and regulatory requirements
Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.
The ASX Listing Rules also require that:
(a) the number of options on issue be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio; and
(b) convertible securities on issue (other than options) may only be reorganised if the number of securities or the conversion price, or both, is reorganised so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive.
1.3 Effect on capital structure
If Resolution 1 is not passed, the Consolidation will not take effect so there will be no change to the quantity of Securities on issue or the terms of Options or Performance Rights.
If Resolution 1 is passed, the effect which the Consolidation will have on the Company's capital structure is set out in the table below (subject to the effect of rounding of fractional entitlements).
| Securities | Pre-Consolidation | Post-Consolidation |
|---|---|---|
| Shares | 6,965,200,605 | 139,304,012 |
| Options | 450,000,000 | 9,000,000 |
| - Exercise price $0.01 / Expiry Date 8 August 2028 (pre-Consolidation) or Exercise price $0.50 / Expiry Date 8 August 2028 (post-Consolidation) | ||
| Performance Rights | ||
| - Expiring 31 July 2026 | 914,155 | 18,283 |
| - Expiring 31 July 2029 | 75,000,000 | 1,500,000 |
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1.4 Fractional entitlements
Not all Security Holders will hold that number of Securities which can be evenly divided by 50. Where a fractional entitlement occurs, the Company will round that fraction down to the nearest whole Security.
1.5 Indicative timetable*
If Resolution 1 is passed, the reduction of capital will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the ASX Listing Rules):
| Action | Date |
|---|---|
| Effective Date of the Consolidation. | 15 July 2026 |
| Last day for pre-Consolidation trading. | 16 July 2026 |
| Post-Consolidation trading starts on a deferred settlement basis. | 17 July 2026 |
| Record Date | 20 July 2026 |
| Last day for Company to register transfers on a pre-Consolidation basis. | |
| First day for Company to update its register and to send holding statements to Security Holders reflecting the change in the number of Securities they hold. | 21 July 2026 |
| Last day for Company to update its register and to send holding statements to Security Holders reflecting the change in the number of Securities they hold and to notify ASX that this has occurred. | 27 July 2026 |
The above timetable is indicative only and the Board reserves the right to vary the timetable subject to compliance with the Listing Rules and all other applicable laws.
1.6 Holding statements
From the date that is two business days after the Effective Date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.
After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.
It is the responsibility of each Security Holder to check the number of Securities held prior to disposal, exercise or conversion (as the case may be).
1.7 Taxation
It is not considered that any taxation implications will exist for Security Holders arising from the Consolidation. However, Security Holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.
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2. Resolutions 2(a) to 2(e) and 3 – Ratifications of prior issues – GEM Facility
2.1 General
On 6 August 2025, the Company announced it had entered into a financing agreement with GEM Global Yield LLC SCS (GEM) for up to A$20 million through a share subscription facility (SSF or GEM Facility) over a three-year period.
The SSF is a funding facility providing working capital at the Company's discretion. Pursuant to the SSF, the Company may draw down funds in tranches in exchange for issuing new Shares to GEM over the three-year period. There is no minimum drawdown obligation.
The SSF sets out a process whereby the Company can issue a drawdown notice, subject to certain conditions, specifying the number of Shares to be drawn. The quantity of Shares in a drawdown request is limited to 1000% of the average daily volume of the preceding 15 trading days. GEM may subscribe for between 50% and 200% of the drawdown request, subject to adjustment for minimum trading volumes and daily VWAP. The issuance of a drawdown notice commences a period of 15 consecutive trading days (Draw Down Pricing Period). The subsequent trading day after the Draw Down Pricing Period, a drawdown is to occur at a price equivalent to 90% of the average daily VWAP of Shares during the Draw Down Pricing Period. FBR may set a minimum drawdown price. The issue of Shares to GEM pursuant to a drawdown notice is conditional on the Company having sufficient placement capacity under ASX Listing Rules 7.1 or 7.1A (as applicable) or obtaining requisite Shareholder approval for the issue. A loan to GEM of the quantity of Shares specified in a drawdown notice is required with an equivalent number of Shares returned to the lender following completion of a drawdown.
As at the Disclosure Date, the Company has completed the following issues of Shares pursuant to the GEM Facility without shareholder approval using its Additional Placement Capacity under ASX Listing Rule 7.1A (Resolutions 2(a) to 2(e)) and Placement Capacity under ASX Listing Rule 7.1 (Resolution 3):
| Resolution | Date | Quantity | Issue Price | Funds Received |
|---|---|---|---|---|
| 2(a) | 3 November 2025 | 133,550,448 | 0.3906 cents | $521,648.05 |
| 2(b) | 10 December 2025 | 33,544,443 | 0.3616 cents | $121,322.19 |
| 2(c) | 29 January 2026 | 54,414,341 | 0.3585 cents | $195,075.41 |
| 2(d) | 6 February 2026 | 59,177,815 | 0.3600 cents | $213,040.13 |
| 2(e) | 20 March 2026 | 89,000,000 | 0.3600 cents | $320,400.00 |
| 3 | 3 November 2025 | 1,449,200 | 0.3906 cents | $5,660.57 |
Resolutions 2(a) to 2(e) and 3 seek Shareholder approval to ratify the issue of these Shares.
2.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities 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 (Placement Capacity).
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2.3 ASX Listing Rule 7.1A
ASX Listing Rule 7.1A provides that, in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue, during the period for which the approval is valid, a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1 (Additional Placement Capacity).
The Company obtained the required Shareholder approval at its previous annual general meeting on 6 November 2025 and as at the Disclosure Date continues to have the Additional Placement Capacity. The Company also obtained the required Shareholder approval at its annual general meeting on 18 November 2024 and at the time of issue of the Shares the subject of Resolution 2(a) continued to have the Additional Placement Capacity.
2.4 ASX Listing Rule 7.4
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
An issue of equity securities under the Additional Placement Capacity can also be ratified under ASX Listing Rule 7.4.
2.5 Effect of the Resolutions
Resolutions 2(a) to 2(e) – Listing Rule 7.1A
The Additional Placement Capacity was available to the Company at the time it agreed to issue the Shares pursuant to Resolutions 2(a) to 2(e). The issues of the Shares the subject of Resolutions 2(a) to 2(e) did not breach ASX Listing Rule 7.1A but effectively used up part of the Additional Placement Capacity available under ASX Listing Rule 7.1A.
By ratifying the issue of the Shares the subject of Resolutions 2(a) to 2(e), the Company will retain the flexibility to issue equity securities in the future up to the Additional Placement Capacity (up to its next annual general meeting or such earlier date as determined by the ASX Listing Rules) without the requirement to obtain prior Shareholder approval and the base figure (referred to as variable "A" in the formula in ASX Listing Rule 7.1) from which the Company's Placement Capacity and Additional Placement Capacity is calculated, will be a higher number, which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.
If any of Resolutions 2(a) to 2(e) are not passed, then the Company's Additional Placement Capacity under ASX Listing Rule 7.1A will not be refreshed to the extent of the Shares related to such Resolutions; with the result being that those Shares will continue to be included in calculating the Company's use of the Additional Placement Capacity, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval using Additional Placement Capacity.
Resolution 3 – Listing Rule 7.1
The issue of Shares the subject of Resolution 3 did not fit within any of the exceptions from ASX Listing Rule 7.1 and was not subject to prior Shareholder approval. The issue of these Shares effectively used up a portion of the available Placement Capacity under ASX Listing
Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the date of their issue. At the time of issue, sufficient placement capacity was available that the issue of the securities did not breach ASX Listing Rule 7.1.
If Resolution 3 is passed, the Company will retain the flexibility to issue equity securities in the future up to the Placement Capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval and the base figure (referred to as variable "A" in the formula in ASX Listing Rule 7.1) from which the Company's Placement Capacity is calculated, will be a higher number, which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.
If Resolution 3 is not passed, then the Company's Placement Capacity under ASX Listing Rule 7.1 will not be refreshed; meaning the Shares the subject of Resolution 3 will continue to be included in calculating the Company's use of the 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval over the 12 month period following the date of their issue
2.6 Board Recommendation
The Directors recommend that Shareholders vote in favour of Resolutions 2(a) to 2(e).
2.7 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 2(a) to 2(e) and Resolution 3:
(a) the Shares were issued to GEM Global Yield LLC SCS (or its nominee). The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company;
(b) the number of Shares issued was as specified in the table set out in Section 2.1;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(d) the Shares were issued on the dates specified in the table set out in Section 2.1;
(e) the Shares were issued at an issue price specified in the table set out in Section 2.1;
(f) the Company received the funds specified in the table set out in Section 2.1 (before costs) from the issue of the Shares, which has been applied to working capital to complete commissioning of a further Hadrian X robot, development of new DST®-enabled products, advancement of workstreams such as the collaboration with Samsung Heavy Industries, and toward the launch of FBR's new 'Mantis' robotic welder. Additionally, funds raised will be used in repaying debt facilities, furthering commercial WaaS® projects in Australia; and
(g) the Shares were issued pursuant to the SSF, a summary of which is set out in Section 2.1.
3. Resolutions 4(a) and 4(b) – Ratifications of prior issues – Peak Fees
3.1 Background
As announced in August 2025, the Company engaged Peak Asset Management (Copeak Pty Ltd (ACN 607 161 900), an authorised representative No. 1295246 of LeMessurier Securities
Pty Ltd under its Australian Financial Services Licence No. 296877) (Peak or Peak Asset Management) to act as lead manager to the share placement conducted at that time. The Company has also engaged Peak to act as corporate adviser pursuant to a letter agreement (Peak Mandate). The Company agreed to pay Peak a fee of 6% of funds received by the Company under the GEM Facility in consideration for Peak's facilitation of the SSF. The Company has also agreed to pay a monthly corporate advisory fee of $6,000 (excluding GST) to Peak. The Peak Mandate is otherwise on customary terms and conditions.
Resolutions 4(a) and 4(b) seek Shareholder approval to ratify the issue of Shares to Peak (or its nominees) in satisfaction of cash fees otherwise payable to Peak under the Peak Mandate. The Shares were issued without shareholder approval using Placement Capacity under ASX Listing Rule 7.1.
3.2 ASX Listing Rule 7.1
ASX Listing Rule 7.1 is summarised at Section 2.2.
3.3 ASX Listing Rule 7.4
ASX Listing Rule 7.4 is summarised at Section 2.4.
3.4 Effect of the Resolutions
The issue of the Shares the subject of Resolutions 4(a) and 4(b) did not fit within any of the exceptions from ASX Listing Rule 7.1 and was not subject to prior Shareholder approval. The issue of these Shares effectively used up a portion of the available Placement Capacity under ASX Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12-month period following the date of their issue. At the time of issue, sufficient placement capacity was available that the issues of these Shares did not breach ASX Listing Rule 7.1.
If Resolutions 4(a) and 4(b) are passed, the Company will retain the flexibility to issue equity securities in the future up to the Placement Capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval and the base figure (referred to as variable "A" in the formula in ASX Listing Rule 7.1) from which the Company's Placement Capacity is calculated, will be a higher number, which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.
If either or both of Resolutions 4(a) and 4(b) are not passed, then the Company's Placement Capacity under ASX Listing Rule 7.1 will not be refreshed in relation to the Securities the subject of such Resolution; the result being those Shares will continue to be included in calculating the Company's use of the 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval over the 12 month period following the date of their issue
3.5 Directors' recommendation
The Directors recommend that Shareholders vote in favour of Resolutions 4(a) and 4(b).
3.6 Technical information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolutions 4(a) and 4(b):
(a) the Shares were issued to Peak (or its nominees);
(b) the number of Shares issued was 23,241,404 (Resolution 4(a)) and 18,850,088 (Resolution 4(b));
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(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(d) the Shares were issued on 10 December 2025 (Resolution 4(a)) and 20 March 2026 (Resolution 4(b));
(e) the Shares were issued for nil cash consideration;
(f) the Company issued the Shares in consideration of fees otherwise payable in cash under the Peak Mandate; and
(g) the Shares were issued in satisfaction of fees payable under the Peak Mandate, the material terms of which are summarised at Section 3.1.
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Glossary
$ or A$ means Australian dollars.
Additional Placement Capacity has the meaning in Section 2.3.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Chair means the chair of the Meeting.
Company means FBR Limited (ACN 090 000 276).
Consolidation means the consolidation of the Company's capital as contemplated by Resolution 1.
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Disclosure Date means 9 June 2026.
Explanatory Statement means the explanatory statement accompanying the Notice.
GEM means GEM Global Yield LLC SCS
General Meeting or Meeting means the meeting convened by the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Material Person means a related party of the Company, a member of Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Peak or Peak Asset Management means Peak Asset Management (Copeak Pty Ltd (ACN 607 161 900), an authorised representative No. 1295246 of LeMessurier Securities Pty Ltd under its Australian Financial Services Licence No. 296877).
Peak Mandate has the meaning given in Section 3.1.
Placement Capacity has the meaning in Section 2.2.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
SSF or GEM Facility means the share subscription facility between the Company and GEM as further described in Section 2.1.
VWAP means volume weighted average price.
WST means Western Standard Time as observed in Perth, Western Australia.
FBR
ABN 58 090 000 276
Need assistance?
Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online: www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10:00 am (AWST) on Monday, 13 July 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
Lodge your Proxy Form:
Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
Control Number: 188829
SRN/HIN:
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
325947_0_COSMOS_Sample_Proxy/000001/000001/1
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of FBR Ltd hereby appoint
☐ the Chair of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of FBR Ltd to be held at 88 Sultana Road West, High Wycombe WA 6057 on Wednesday, 15 July 2026 at 10:00 am (AWST) and at any adjournment or postponement of that meeting.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Against | Abstain | ||
|---|---|---|---|---|
| Resolution 1 | Consolidation of capital | ☐ | ☐ | ☐ |
| Resolution 2a | Ratification of prior issue of 133,550,448 shares – GEM Facility – Listing Rule 7.1A | ☐ | ☐ | ☐ |
| Resolution 2b | Ratification of prior issue of 33,544,443 shares – GEM Facility – Listing Rule 7.1A | ☐ | ☐ | ☐ |
| Resolution 2c | Ratification of prior issue of 54,414,341 shares – GEM Facility – Listing Rule 7.1A | ☐ | ☐ | ☐ |
| Resolution 2d | Ratification of prior issue of 59,177,815 shares – GEM Facility – Listing Rule 7.1A | ☐ | ☐ | ☐ |
| Resolution 2e | Ratification of prior issue of 89,000,000 shares – GEM Facility – Listing Rule 7.1A | ☐ | ☐ | ☐ |
| Resolution 3 | Ratification of a prior issue – GEM Facility – Listing Rule 7.1 | ☐ | ☐ | ☐ |
| Resolution 4a | Ratification of prior issue of 23,241,404 shares – Peak Fees | ☐ | ☐ | ☐ |
| Resolution 4b | Ratification of prior issue of 18,850,088 shares – Peak Fees | ☐ | ☐ | ☐ |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s)
This section must be completed.
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 |
|---|---|---|
| Sole Director & Sole Company Secretary | Director | Director/Company Secretary |
| Update your communication details (Optional) | ||
| Mobile Number | Email Address | By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically |
FBR
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