Announcement PDF HITIQ LIMITED ACN 609 543 213 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 3.30pm AEDT DATE: Friday, 28 November 2025 PLACE: The meeting is a hybrid meeting which will be held at: Online: https://us02web.zoom.us/webinar/register/WN_7uebNe4pTeSwCAAJUeisyg In Person: Unit 4/38-42 White Street SOUTH MELBOURNE VIC 3205 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 3.30pm (AEDT) on 26 November 2025. 2 B U S I N ES S OF TH E M EE T I N G FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report. 1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this Resolution. Please see below. 2. RESOLUTION 2 – ELECTION OF DIRECTOR – JENNIFER TUCKER To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That Jennifer Tucker, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with clause 14.4 of the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” 3. RESOLUTION 3 – ELECTION OF DIRECTOR – TONY TOOHEY To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That Tony Toohey, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with clause 14.4 of the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” 4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MATTHEW CLAYWORTH To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That Matthew Clayworth, a Director, in accordance with clause 14.2 of the Company’s Constitution, retires by rotation, and being eligible, be re-elected as a Director of the Company, effective immediately.” 5. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – RATIFICATION OF SEPTEMBER PLACEMENT SECURITIES 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 11,363,637 Shares at $0.022 per Share and 5,681,819 3 accompanying Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 7. RESOLUTION 7 – RATIFICATION OF SHARES ISSUED TO IP ADVISER 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 4,090,909 Shares at $0.022 per Share on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 8. RESOLUTION 8 – RATIFICATION OF SECURITIES ISSUED TO SPARK PLUS 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 2,363,637 Shares and 681,819 Options to Spark Plus Pte Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 9. RESOLUTION 9 – RATIFICATION OF MAY PLACEMENT SECURITIES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30,909,091 Shares and one (1) Option for every two (2) Shares subscribed for and issued to the Placement Participants on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 10. RESOLUTION 10 – APPROVAL TO ISSUE OPTIONS TO UNDERWRITER To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 16,402,640 Options to GBA Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 11. RESOLUTION 11 – APPROVAL TO ISSUE OPTIONS TO JOINT LEAD MANAGERS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 6,181,818 Options to GBA Capital Pty Ltd and SP Corporate Advisory Pty Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 12. RESOLUTION 12 – RATIFICATION OF SHARES ISSUED TO SERVICE PROVIDERS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,248,043 Shares to two external services providers on the terms and conditions set out in the Explanatory Statement.” 4 A voting exclusion statement applies to this Resolution. Please see below. Dated: 29 October 2025 By order of the Board 5 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (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 this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons: Resolution 6 – Ratification of Prior Issue of September Placement Securities The September Placement Participants or any other person who participated in the issue or an associate of that person or those persons. Resolution 7 – Ratification of Shares issued to IP Adviser Forward Intellectual Property Pty Ltd or any other person who participated in the issue or an associate of that person or those persons. Resolution 8 – Ratification of Securities issued to Spark Plus Spark Plus Pte Ltd or any other person who participated in the issue or an associate of that person or those persons. Resolution 9 – Ratification of May Placement Securities The May Placement Participants or any other person who participated in the issue or an associate of that person or those persons. Resolution 10 – Approval to issue Options to Underwriter GBA Capital Pty Ltd or any other 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 an associate of that person (or those persons). Resolution 11 – Approval to Issue Options to Joint Lead Managers GBA Capital Pty Ltd and SP Corporate Advisory Pty Ltd or any other 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 an associate of that person (or those persons). Resolution 12 – Ratification of Shares Issued to Service Providers Keystonegroup Investments Pty Ltd and Henslow Pty Ltd or any other person who participated in the issue or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a 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 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. 6 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: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person and online To vote in person, attend the Meeting at the time, date and place set out above. The company is pleased to also provide shareholders with the opportunity to attend and participate in the Meeting through an online meeting platform, where shareholders will be able to watch, listen, ask questions and vote online. To access the virtual meeting: 1. Open your internet browser and go to: 2. https://us02web.zoom.us/webinar/register/WN_7uebNe4pTeSwCAAJUeisyg Enter your registered holding name, HIN/SRN and postcode and click “register”. 3. Shareholders are encouraged to register prior to the day of the meeting to ensure there is no delay in attending the meeting. 4. Once your details are verified, you will receive a separate email with details of how to logon on the day of the meeting. 5. Click on the URL you will be sent to join the webcast where you can view and listen to the hybrid meeting, as well as ask questions in relation to the business of the meeting. 6. Once the Chair of the Meeting has declared the poll open for voting, select “For”, “Against” or “Abstain” for each resolution. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary at hello@hitiq.com. 7 E X PL A N A T O R Y S T A T EM E N T 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. FINANCIAL STATEMENTS AND REPORTS In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.hitiq.com. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results At the Company's previous annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution will not be relevant for this Annual General Meeting. 8 3. RESOLUTION 2 – ELECTION OF DIRECTOR – JENNIFER TUCKER 3.1 General Clause 14.4 of the Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for re-election. ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company. Ms Jennifer Tucker was appointed to the Board of Directors on 31 January 2025 and, under this Resolution, seeks election as a Director of the Company at this Meeting. 3.2 Qualifications and other material directorships Ms Tucker has a proven track record in commercial leadership across the consumer products and health sectors. Jennifer brings a strong expertise in marketing, operations and scaling consumer-focused technology businesses. Ms Tucker also serves as a Director of National Heart Foundation Limited, CAD Frontiers and FightMND. 3.3 Independence The Board considers that Ms Tucker is an independent Director. 3.4 Board recommendation The Board, other than Ms Tucker, supports the election of Ms Tucker and recommends that Shareholders vote in favour of this Resolution. 4. RESOLUTION 3 – ELECTION OF DIRECTOR – TONY TOOHEY 4.1 General Clause 14.4 of the Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for re-election. ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company. Mr Toohey was appointed to the Board on 31 October 2025 and, under this Resolution, seeks election as a Director of the Company at this Meeting. 4.2 Qualifications and other material directorships Mr Toohey has over 35 years of experience in the gaming, hospitality, leisure and technology industries. He is the former managing director, CEO & executive chairman of ASX-listed Intecq Limited (formerly eBet Limited). Mr Toohey served as GM Business Development Gaming Tabcorp from 2016 until July 2018. Mr Toohey brings a wealth of experience in senior executive roles as well as an exceptional track record in business sustainability and growth. Mr Toohey also serves as a Director of North Sydney Leagues Club Ltd, Focus on Gaming Ltd, Boronia International Ltd and KEM Family Trust. 4.3 Independence The Board considers that Mr Toohey is an independent Director. 4.4 Board recommendation The Board, other than Mr Toohey, supports the election of Mr Toohey and recommends that Shareholders vote in favour of this Resolution. 9 5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MATTHEW CLAYWORTH 5.1 General The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr. Matthew Clayworth, who has served as a director since 29 November 2023 as the representative of the Company’s largest shareholder, Harmil Angel Investments, was last re-elected on 27 November 2024, retires by rotation and seeks re-election. 5.2 Qualifications and other material directorships Mr Clayworth is a Senior Investment Advisor with Wilson’s Advisory with over 20 years’ experience in Financial Markets. Previous roles include working for Deutsche Bank, Citi Smith Barney and Morgan Stanley as Vice President in Private Wealth. Mr Clayworth holds a Bachelor of Commerce from the University of Queensland and a Graduate Diploma in Applied Finance and Investment. He is currently a director of DHD Surf and a co-founder and director of Smart AI Connect. 5.3 Independence If re-elected, the Board considers Mr Clayworth will not be an independent Director given he is the representative of the Company’s largest shareholder, Harmil Angel Investments. 5.4 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Clayworth will be re-elected to the Board as a Non-Executive Director. In the event that this Resolution is not passed, Mr Clayworth will not continue in his role as a Non-Executive Director. The Company may seek nominations from Harmil Angel Investments for otherwise suitably qualified candidates to join the Board as their representative. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 5.5 Board recommendation The Board has reviewed Mr Clayworth’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board, excluding Mr Clayworth, supports the re-election of Matthew Clayworth and recommends Shareholders vote in favour of this Resolution. 6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE 6.1 General This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is $9,747,649. The Company is therefore an Eligible Entity. 6.2 Technical information required by Listing Rule 14.1A This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval. 10 For note, a special resolution is a resolution requiring at least 75% of votes cast by shareholders present and eligible to vote at the meeting in favour of the resolution. If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1. 6.3 Technical information required by Listing Rule 7.1A REQUIRED INFORMATION DETAILS Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). Minimum price Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. Use of funds The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate to raise funds for the development of the Company’s existing assets, the acquisition of new assets or investments (including assets associated with such acquisition), to repay debt or to fund working capital. Risk of economic and voting dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares as at 22 October 2025 and the number of Equity Securities on issue or proposed to be issued as at the date of the Meeting. 11 REQUIRED INFORMATION DETAILS The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. DILUTION Number Of Shares On Issue (Variable A In Listing Rule 7.1a.2) Shares Issued – 10% Voting Dilution Issue Price $0.010 $0.020 $0.030 50% decrease Issue Price 50% Increase Funds Raised Current 487,382,463 Shares 48,738,246 Shares $487,382 $974,764 $1,462,147 50% increase 731,073,695 Shares 73,107,369 Shares $731,073 $1,462,147 $2,193,221 100% increase 974,764,926 Shares 97,476,492 Shares $974,764 $1,949,529 $2,924,294 *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 487,382,463 Shares on issue as at the date of this Notice. 2. This table excludes all proposed issues of Shares for which approval is sought under this Notice. 3. The issue price set out above is the closing market price of the Shares on the ASX on 22 October 2025 (being $0.02) (Issue Price). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised. 4. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 5. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 6. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 7. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 8. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 9. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 10. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. 12 REQUIRED INFORMATION DETAILS Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. Allocation policy under 7.1A Mandate The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable). Previous approval