Announcement PDF DUNDAS MINERALS LIMITED ACN 640 432 819 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10:30 am (WST) DATE: Thursday, 29 October 2026 PLACE: Level 8, 216 St Georges Terrace, Perth WA 6000 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their 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 4:00 pm (WST) on Tuesday, 27 October 2026. 1 B U S I N E S S OF TH E M E E 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 2026 together with the declaration of the Directors, the Directors’ 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 2026.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. 2. RESOLUTION 2 – ELECTION OF DIRECTOR – STEVEN FORMICA To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Steven Formica, a Director who was appointed as an additional Director on 5 March 2026, retires, and being eligible, is elected as a Director.” 3. RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID GREIG To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr David Greig, a Director who was appointed as an additional Director on 1 May 2026, retires, and being eligible, is elected as a Director.” 4. RESOLUTION 4 – APPOINTMENT OF AUDITOR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of section 327B(1)(b) of the Corporations Act and for all other purposes, PKF Perth, having been nominated by a Shareholder and given its consent in writing to act as auditor, be appointed as the auditor of the Company to hold office from the conclusion of this Meeting until it resigns or is removed from the office of auditor of the Company.” 5. RESOLUTION 5 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES TO CAZALY 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 9,116,094 Shares to Cazaly (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – APPROVAL TO ISSUE OPTION CONSIDERATION SHARES TO BLACK MOUNTAIN GOLD 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 that number of Shares to BMGL (or its nominee(s)) which, when multiplied by the Option Share Issue Price, equals $1,000,000, on the terms and conditions set out in the Explanatory Statement.” 2 7. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of 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 Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS TO DAVID GREIG 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 10.11 and for all other purposes, approval is given for the Company to issue 8,000,000 Options to Mr David Greig (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 9. RESOLUTION 9 – APPROVAL TO ISSUE SECURITIES UNDER THE EMPLOYEE SECURITIES INCENTIVE PLAN 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 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to a maximum of 11,751,259 Securities under the employee incentive scheme titled Employee Securities Incentive Plan, on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO JONATHAN DOWNES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 4,500,000 Performance Rights to Mr Jonathan Downes (or his nominee(s)) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 11. RESOLUTION 11 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO STEVEN FORMICA To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 3,000,000 Performance Rights to Mr Steven Formica (or his nominee(s)) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 12. RESOLUTION 12 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO GRAEME PURCELL To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr Graeme Purcell (or his nominee(s)) under the Employee Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 13. RESOLUTION 13 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DAVID GREIG To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,500,000 Performance Rights to Mr David Greig (or his nominee(s)) under the Employee 3 Securities Incentive Plan on the terms and conditions set out in the Explanatory Statement.” Dated: 29 September 2026 By order of the Board Aida Tabakovic Company Secretary 4 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must not be cast: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or (b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. 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. Resolution 8 – Approval to issue Options to David Greig A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 9 – Approval to issue Securities under the Employee Securities Incentive Plan A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 10 – Approval to issue Performance Rights to Jonathan Downes In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 10 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 10 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 5 Resolution 11 – Approval to issue Performance Rights to Steven Formica In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 11 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 11 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 11 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 12 – Approval to issue Performance Rights to Graeme Purcell In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 12 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 12 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 13 – Approval to issue Performance Rights to David Greig In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 13 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 13 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 13 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with 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 5 – Approval to issue Deferred Consideration Shares to Cazaly Cazaly (or its nominee(s)) 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 6 – Approval to issue Option Consideration Shares to Black Mountain Gold BMGL (or its nominee(s)), MRT 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). 6 Resolution 7 – Approval of 7.1A Mandate A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 8 – Approval to issue Options to David Greig David Greig (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (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 9 – Approval to issue Securities under the Employee Securities Incentive Plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. Resolution 10 – Approval to issue Performance Rights to Jonathan Downes Jonathan Downes (or his nominee(s)) or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 11 – Approval to issue Performance Rights to Steven Formica Steven Formica (or his nominee(s)) or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 12 – Approval to issue Performance Rights to Graeme Purcell Graeme Purcell (or his nominee(s)) or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question or an associate of that person or those persons. Resolution 13 – Approval to issue Performance Rights to David Greig David Greig (or his nominee(s)) or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question 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. 7 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 To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 (08) 9481 0389. 8 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 Corporations Act, 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 2026 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 https://dundasminerals.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 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 is not relevant for this Meeting. 3. RESOLUTION 2 – ELECTION OF DIRECTOR – STEVEN FORMICA 3.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total 9 number of Directors does not at any time exceed the maximum number specified by the Constitution. Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mr Steven Formica, having been appointed by the other Directors on 5 March 2026 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. Further information in relation to Mr Formica is set out below. Qualifications, experience and other material directorships Mr Formica is an experienced mining executive who brings extensive management and business development expertise, with over 35 years’ experience in several privately held companies across various sectors. Mr Formica is currently the Non-Executive Chairman of Kaiser Reef Limited (ASX: KAU), Non-Executive Chairman of Albion Resources Limited (ASX: ALB), Non-Executive Chairman of Ragnar Metals Limited (ASX: RAG), Non-Executive Director of EchoIQ Limited (ASX: EIQ) and Non-Executive Director of Bindi Metals Limited (ASX: BIM), and is an investor in a number of ASX listed entities. Term of office Mr Formica has served as a Director since 5 March 2026. Independence If elected, the Board considers that Mr Formica will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Formica and no material adverse information was revealed. Board recommendation Having received an acknowledgement from Mr Formica that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Formica since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Formica) recommend that Shareholders vote in favour of this Resolution. 3.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Formica will be elected to the Board as an independent Director. If this Resolution is not passed, Mr Formica will not continue in his role as an independent Director and Chairman. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 4. RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID GREIG 4.1 General The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. 10 Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting. Mr David Greig, having been appointed by the other Directors on 1 May 2026 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders. Further information in relation to Mr Greig is set out below. Qualifications, experience and other material directorships Mr Greig (B Com, GAICD) has more than 30 years of experience across the international construction, open-cut and underground mining and mineral processing sectors, including postings in the United States, Canada and Chile. He has extensive experience leading the development and implementation of growth, consolidation and diversification strategies across competitive markets. Mr Greig is currently Group Executive – Australia West at Thiess, a position he assumed in 2023 following MACA Limited’s integration into the Thiess Group in late 2022. Before this appointment, he served as Chief Executive Officer of MACA Limited, having previously led its Strategy and Growth function before being appointed Chief Operating Officer in 2020. Mr Greig holds a Bachelor of Commerce, has completed postgraduate studies at INSEAD in Singapore and is a graduate of the Australian Institute of Company Directors. Mr Greig also serves on the General Council of the Chamber of Commerce and Industry of Western Australia and is a board member of Murlpirrmarra Connection, a not-for-profit organisation providing education and support services. Mr Greig has not held any other directorships of ASX listed companies during the preceding three years. Term of office Mr Greig has served as a Director since 1 May 2026. Independence If elected, the Board considers that Mr Greig will be an independent Director. Other material information The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Greig and no material adverse information was revealed. Board recommendation Having received an acknowledgement from Mr Greig that he will have sufficient time to fulfil his responsibilities as a Director and having reviewed the performance of Mr Greig since his appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Greig) recommend that Shareholders vote in favour of this Resolution. 4.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Greig will be elected to the Board as an independent Director. If this Resolution