Announcement PDF 13 October 2023 Dear Shareholder Upcoming Annual General Meeting of Shareholders The Company’s Annual General Meeting is scheduled to be held on Friday, 17 November 2023 at 10:00 am (AEDT) (Meeting) In accordance with section 249R of the Corporations Act 2001 (Cth) (Corporations Act), as amended under the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), and rule 12.23 of the Company's constitution, Shareholders will be given the opportunity to attend and participate in a general meeting held at a physical location. The Company strongly encourages Shareholders to lodge a directed proxy form by Wednesday, 15 November 2023 at 10.00 am (AEDT). It is also recommended that Shareholders submit questions in advance of the Meeting to provide management with the best opportunity to prepare for the Meeting and provide the most informative and helpful answers to Shareholders’ questions. However, votes and questions may also be submitted during the Meeting. Further details of how to participate in the Meeting are set out in the Notice of Meeting. The Notice of Meeting and Annual Report can be viewed and downloaded at: https://actinogen.com.au/annualgeneral-meetings/. Shareholders who have nominated an email address and have elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to an electronic copy of the important Meeting documents. In accordance with sections 110C-110K the Corporations Act, as amended by the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated, unless a shareholder has requested a hard copy. If you are unable to access any of the important Meeting documents online or if you wish to receive a hard copy of the Meeting documents please contact our share registry, Automic, on 1300 288 664 (within Australia) or +612 9698 5414 or via email at hello@automic.com.au. Your right to elect to receive documents electronically or in hard copy Actinogen Medical will no longer send a hard copy of the meeting documents unless a shareholder requests a copy to be mailed. We encourage all shareholders to provide an email address so that we can send investor communications electronically when they become available online, which includes items such as meeting documents and annual reports. Shareholders can still elect to receive some or all of their communications in hard copy or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/. If you are a shareholder and would like a hard copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry: Telephone (within Australia): 1300 288 664 Email: hello@automicgroup.com.au Telephone (outside Australia): +61 2 9698 5414 Website: https://investor.automic.com.au/ ENDS Actinogen Medical Limited ACN 086 778 476 Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000 +61 2 8964 7401 | actinogen.com.au 1 Investors Dr. Steven Gourlay CEO & Managing Director P: +61 2 8964 7401 E. steven.gourlay@actinogen.com.au Michael Roberts Investor Relations M: +61 423 866 231 E. michael.roberts@actinogen.com.au About Actinogen Medical Actinogen Medical (ACW) is an ASX-listed, biotechnology company developing a novel therapy for neurological and neuropsychiatric diseases associated with dysregulated brain cortisol. There is a strong association between cortisol and detrimental changes in the brain, affecting cognitive function, harm to brain cells and long-term cognitive health. Cognitive function means how a person understands, remembers and thinks clearly. Cognitive functions include memory, attention, reasoning, awareness and decision-making. Actinogen is currently developing its lead compound, Xanamem, ® as a promising new therapy for Alzheimer’s Disease and Depression and hopes to study Fragile X Syndrome and other neurological and psychiatric diseases in the future. Reducing cortisol inside brain cells could have a positive impact in these and many other diseases. The cognitive dysfunction, behavioural abnormalities, and neuropsychological burden associated with these conditions is debilitating for patients, and there is a substantial unmet medical need for new and improved treatments. ACTINOGEN MEDICAL ENCOURAGES ALL CURRENT INVESTORS TO GO PAPERLESS BY REGISTERING THEIR DETAILS WITH THE DESIGNATED REGISTRY SERVICE PROVIDER, AUTOMIC GROUP. Actinogen Medical Limited ACN 086 778 476 Suite 901, Level 9, 109 Pitt Street, Sydney NSW 2000 +61 2 8964 7401 | actinogen.com.au 2 ACTINOGEN MEDICAL LIMITED ACN 086 778 476 (ASX code: ACW) NOTICE OF 2023 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM Date and Time of Meeting: Friday, 17 November 2023 at 10.00 am (AEDT) Place of Meeting: K&L Gates, Level 31, 1 O’Connell Street, Sydney NSW 2000 The Meeting will be held as an in person meeting, and not as a hybrid or virtual meeting. Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting. In accordance with section110D(1) of the Corporations Act 2001 the Company will not be sending hard copies of this Notice of Meeting to shareholders unless a shareholder has requested a hard copy of this Notice or made an election for the purposes of Section 110E of the Corporations Act to receive documents from the Company in physical form. This Notice can be viewed and downloaded from the Company's website at https://actinogen.com.au/investorcentre/ or the ASX at www2.asx.com.au This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor or other professional adviser without delay. 1|P a g e ACTINOGEN MEDICAL LIMITED ACN 086 778 476 Notice of Annual General Meeting Notice is given that an annual general meeting of the members of Actinogen Medical Limited ACN 086 778 476 (Company) to be held as an in person meeting at K&L Gates, Level 31, 1 O’Connell Street, Sydney NSW 2000 on Friday, 17 November 2023 at 10.00 am (AEDT) for the purpose of considering and, if thought appropriate, passing the resolutions as outlined in this Notice of Meeting (Notice). Shareholders wishing to vote, or their proxy or attorneys vote in their place (or in the case of a Shareholder or proxy which is a corporation, their corporate representatives), must attend in person at the above physical address in Sydney on Friday, 17 November 2023. The Company will conduct a poll on the resolutions set out in the Notice incorporating the proxies filed prior to the Meeting. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. 2|P a g e Agenda Financial statements and reports To receive and consider the financial statements and the reports of the Directors and of the Auditors for the year ended 30 June 2023. * Please note there is no requirement for Shareholders to approve these reports and financial statements. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That the Remuneration Report for the year ended 30 June 2023 as set out in the Company's Annual Report for the year ended 30 June 2023 be adopted.” Voting exclusion: The Company will disregard any vote cast on Resolution 1 by, or on behalf of: (a) a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report; or (b) a closely related party of such a member. However, a person (the Voter) described above may cast a vote on the resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) (b) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or the Voter is the chair of the meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company. *Please note that section 250R(3) of the Corporations Act 2001 (Cth) provides that the vote on this resolution is advisory only and does not bind the Directors or the Company. Resolution 2: Re-election of Dr George Morstyn To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to the Company's Constitution and for all other purposes, the members of the Company approve the re-election of Dr George Morstyn as a Non-Executive Director of the Company, who pursuant to clause 13.3 of the Company's Constitution is retiring by rotation and being eligible offers himself for re-election." Resolution 3: Election of Dr Nicki Vasquez To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to the Company's Constitution and for all other purposes, the members of the Company approve the election of Dr Nicki Vasquez as a Non-Executive Director of the Company, who pursuant to clause 13.3(c) of the Company's Constitution is retiring and being eligible offers herself for election." 3|P a g e Resolution 4: Approval of increased 7.1A placement capacity To consider and, if thought fit, to pass the following resolution as a special resolution: "That pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the increase in the capacity of the Company to issue equity securities 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 stated in the Explanatory Memorandum which accompanies this Notice of Meeting.” Voting exclusion: The Company will disregard any vote cast in favour of Resolution 4 by, or on behalf of: (a) if at the time the approval of Resolution 4 is sought the Company is proposing to make an issue of securities under rule 7.1A.2, any 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 by reason of being a holder of ordinary securities in the Company; or (b) an associate of such a person. However, this does not apply to a vote cast in favour of Resolution 4 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; (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 shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) (ii) the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution, and the shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. 4|P a g e Resolution 5: Approval of Employee Share Loan Plan To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That the shareholders approve the Company's Employee Share Loan Plan for the purposes of ASX Listing Rule 7.2 Exception13(b), sections 200B, 200E and 259B(2) of the Corporations Act 2001, and for all other purposes, as laid before the meeting, a copy of which is available for inspection at the registered office of the Company (during normal business hours)." Voting exclusion: The Company will disregard any vote cast in favour of Resolution 5 by, or on behalf of any person who is eligible to participate in the employee incentive scheme in respect of which this approval is sought. However, the Company will not disregard a vote if it is cast 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; (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 shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) (ii) the beneficiary provides written confirmation to the shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution, and the shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. 5|P a g e Resolution 6: Approval of Employee Share Loan Plan Shares issue to Dr Steven Gourlay To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of sections 195(4) and Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes Shareholders approve the issue of a total of 20,000,000 Employee Share Loan Plan Shares to Dr Steven Gourlay pursuant to the Employee Share Loan Plan, subject to the vesting conditions and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of any person described in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this particular employee incentive scheme, or by any associate of any of those persons. However, the Company will not disregard a vote if it is cast 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; (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 shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a Closely Related Party of any such member (each a KMP) may vote as proxy on Resolution 6 unless: (i) the person votes as proxy appointed in writing by a person entitled to vote on that resolution and the appointment specifies how the person is to vote on the Resolution 6; (ii) the person is the chair of the meeting, the appointment does not specify the way the proxy is to vote on the resolution and the appointment expressly authorises the chair to vote on the respective Resolution 6 even though that resolution is connected with the remuneration of a member of the KMP. 6|P a g e Corporations Act - Voting Prohibition Statement Resolution 6: Pursuant to Chapter 2E of the Corporations Act, the Company will disregard any votes cast in favour of this Resolution 6 by Dr Steven Gourlay and any of his associates. The Company need not disregard a vote if it is cast by: - a person as proxy appointed by writing that specifies how the proxy is to vote on this proposed Resolution 6, and it is not cast on behalf of a related party to whom the resolution would permit a financial benefit to be given, or its associate; or - the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides 7|P a g e Resolution 7: Approval of Employee Share Loan Plan Shares issue to Mr Malcolm McComas To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of sections 195(4) and Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes Shareholders approve the issue of a total of 4,500,000 Employee Share Loan Plan Shares to Mr Malcolm McComas pursuant to the Employee Share Loan Plan, subject to the vesting conditions and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of any person described in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this particular employee incentive scheme, or by any associate of any of those persons. However, the Company will not disregard a vote if it is cast 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; (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 shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a Closely Related Party of any such member (each a KMP) may vote as proxy on Resolution 7 unless: (i) the person votes as proxy appointed in writing by a person entitled to vote on that resolution and the appointment specifies how the person is to vote on the Resolution 7; (ii) the person is the chair of the meeting, the appointment does not specify the way the proxy is to vote on the resolution and the appointment expressly authorises the chair to vote on the respective Resolution 7 even though that resolution is connected with the remuneration of a member of the KMP. 8|P a g e Corporations Act - Voting Prohibition Statement Resolution 7: Pursuant to Chapter 2E of the Corporations Act, the Company will disregard any votes cast in favour of this Resolution 7 by Mr Malcolm McComas and any of his associates. The Company need not disregard a vote if it is cast by: - a person as proxy appointed by writing that specifies how the proxy is to vote on this proposed Resolution 7, and it is not cast on behalf of a related party to whom the resolution would permit a financial benefit to be given, or its associate; or - the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides 9|P a g e Resolution 8: Approval of Employee Share Loan Plan Shares issue to Dr Geoffrey Brooke To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of sections 195(4) and Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes Shareholders approve the issue of a total of 12,000,000 Employee Share Loan Plan Shares to Dr Geoffrey Brooke pursuant to the Employee Share Loan Plan, subject to the vesting conditions and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of any person described in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this particular employee incentive scheme, or by any associate of any of those persons. However, the Company will not disregard a vote if it is cast 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; (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 shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a Closely Related Party of any such member (each a KMP) may vote as proxy on Resolution 8 unless: (i) the person votes as proxy appointed in writing by a person entitled to vote on that resolution and the appointment specifies how the person is to vote on the Resolution 8; (ii) the person is the chair of the meeting, the appointment does not specify the way the proxy is to vote on the resolution and the appointment expressly authorises the chair to vote on the respective Resolution 8 even though that resolution is connected with the remuneration of a member of the KMP. 10 | P a g e Corporations Act - Voting Prohibition Statement Resolution 8: Pursuant to Chapter 2E of the Corporations Act, the Company will disregard any votes cast in favour of this Resolution 8 by Dr Geoffrey Brooke and any of his associates. The Company need not disregard a vote if it is cast by: - a person as proxy appointed by writing that specifies how the proxy is to vote on this proposed Resolution 8, and it is not cast on behalf of a related party to whom the resolution would permit a financial benefit to be given, or its associate; or - the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides 11 | P a g e Resolution 9: Approval of Employee Share Loan Plan Shares issue to Dr George Morstyn To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of sections 195(4) and Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, subject to the approval of Resolution 2, Shareholders approve the issue of a total of 4,500,000 Employee Share Loan Plan Shares to Dr George Morstyn pursuant to the Employee Share Loan Plan, subject to the vesting conditions and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution 9 by or on behalf of any person described in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this particular employee incentive scheme, or by any associate of any of those persons. However, the Company will not disregard a vote if it is cast 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; (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 shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a Closely Related Party of any such member (each a KMP) may vote as proxy on Resolution 9 unless: (i) the person votes as proxy appointed in writing by a person entitled to vote on that resolution and the appointment specifies how the person is to vote on the Resolution 9; (ii) the person is the chair of the meeting, the appointment does not specify the way the proxy is to vote on the resolution and the appointment expressly authorises the chair to vote on the respective Resolution 9 even though that resolution is connected with the remuneration of a member of the KMP. 12 | P a g e Corporations Act - Voting Prohibition Statement Resolution 9: Pursuant to Chapter 2E of the Corporations Act, the Company will disregard any votes cast in favour of this Resolution 9 by Dr George Morstyn and any of his associates. The Company need not disregard a vote if it is cast by: - a person as proxy appointed by writing that specifies how the proxy is to vote on this proposed Resolution 8, and it is not cast on behalf of a related party to whom the resolution would permit a financial benefit to be given, or its associate; or - the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides 13 | P a g e Resolution 10: Approval of Employee Share Loan Plan Shares issue to Dr Nicki Vasquez To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That for the purposes of sections 195(4) and Chapter 2E of the Corporations Act and ASX Listing Rule 10.14 and for all other purposes, subject to the approval of Resolution 3, Shareholders approve the issue of a total of 5,500,000 Employee Share Loan Plan Shares to Dr Nicki Vasquez pursuant to the Employee Share Loan Plan, subject to the vesting conditions and otherwise on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” Voting exclusion: The Company will disregard any votes cast in favour of this Resolution 10 by or on behalf of any person described in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this particular employee incentive scheme, or by any associate of any of those persons. However, the Company will not disregard a vote if it is cast 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; (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 shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. As required by the Corporations Act 2001 (Cth), no member of the Company’s key management personnel or a Closely Related Party of any such member (each a KMP) may vote as proxy on Resolution 10 unless: (i) the person votes as proxy appointed in writing by a person entitled to vote on that resolution and the appointment specifies how the person is to vote on the Resolution 10; (ii) the person is the chair of the meeting, the appointment does not specify the way the proxy is to vote on the resolution and the appointment expressly authorises the chair to vote on the respective Resolution 10 even though that resolution is connected with the remuneration of a member of the KMP. 14 | P a g e Corporations Act - Voting Prohibition Statement Resolution 10: Pursuant to Chapter 2E of the Corporations Act, the Company will disregard any votes cast in favour of this Resolution 10 by Dr Nicki Vasquez and any of her associates. The Company need not disregard a vote if it is cast by: - a person as proxy appointed by writing that specifies how the proxy is to vote on this proposed Resolution 8, and it is not cast on behalf of a related party to whom the resolution would permit a financial benefit to be given, or its associate; or - the Chairman as proxy for a per