Announcement PDF 2024 ANNUAL GENERAL MEETING Date of Meeting: Thursday, 30 May 2024 Time of Meeting: 9.30am (Brisbane time) Place of Meeting: Level 7 Waterfront Place, 1 Eagle St, Brisbane NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Company will hold its Annual General Meeting (AGM or Meeting) at Level 7 Waterfront Place, 1 Eagle St, Brisbane, on Thursday, 30 May 2024 at 9.30am (Brisbane time). In accordance with the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Annual General Meeting and Explanatory Memorandum to Shareholders (except for any Shareholder who has provided an election to the Company to receive a hard copy document only pursuant to section 253RB of the Corporations Act 2001 (Cth)). Instead, Shareholders can view and download the Notice of Annual General Meeting and accompanying Explanatory Memorandum at www.investorvote.com.au using your secure access information or your mobile device to scan your personalised QR Code or from the Australian Securities Exchange Limited (ASX) Market Announcement Platform under the Company’s code: AKN. Each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. The outcome of the resolutions, including details of votes received by poll, will be released to the Company’s ASX announcements platform following conclusion of the meeting. Proxy Forms Based on Shareholders’ registered election for communications (mail or electronically by email) each Shareholder will receive, a copy of their personalised proxy form. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and the Notice. Your proxy voting instruction must be received by 9.30am (Brisbane time) on 28 May 2024, being not less than 48 hours before the commencement of the AGM. Any proxy voting instructions received after that time will not be valid for the AGM. The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Link Market Services Limited on +61 1300 554 474. 2 AGENDA ORDINARY BUSINESS Financial Reports To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Statement of Changes in Equity, Consolidated Cash Flow Statement and notes to and forming part of the financial statements for the Company and its controlled entities for the financial year ended 31 December 2023. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, pass the following Advisory Resolution: “That, the Remuneration Report for the year ended 31 December 2023 (as set out in the Directors’ Report) is adopted.” The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company. Terms used in this Notice of Meeting are defined in the “Definitions” section of the accompanying Explanatory Memorandum. Voting Restriction pursuant to Section 250R(4) of the Corporations Act A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons: • 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. However, the above persons may cast a vote on Resolution 1 if: • the person does so as a proxy; and • the vote is not cast 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; and • either: (i) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (ii) the voter is the chair of the meeting and the appointment of the chair as proxy: - does not specify the way the proxy is to vote on the resolution; and - 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 or, if the Company is part of a consolidated entity, for the entity. Voting Intention of the Chair. Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions subject to this Meeting, including Resolution 1, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form. Resolution 2 – Re-Election of Peter Tighe as a Director To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company: “That in accordance with the Company’s Constitution, Peter Tighe, who retires by rotation in accordance with Rule 39.1(c) of the Company’s Constitution and, being eligible for re-election offers himself for re-election, be re-elected as a Director of the Company.” 3 Resolution 3 - Election of Zuliang (Park) Wei as a Director To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company: “That in accordance with the Company’s Constitution, Zuliang (Park) Wei, who retires in accordance with rule 36.2 of the Company’s Constitution and, being eligible for re-election offers himself for reelection, be re-elected as a Director of the Company.” Resolution 4 – Ratification of previous issue of Options To consider and, if thought fit, pass the following resolution, as an Ordinary Resolution of the Company: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 12,500,000 Options to Evolution Capital Pty Ltd (or their nominees) (EVC) with an exercise price of $0.03 per Option expiring on 30 April 2027 (EVC Options) 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 statement The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of: • Evolution Capital Pty Ltd; and • an associate of that person. However, this does not apply to a vote cast in favour of this Resolution 4 by: • a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; • 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 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: - 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 - the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Intention of the Chair. Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions subject to this Meeting, including Resolution 4, subject to compliance with the Corporations Act. SPECIAL BUSINESS Resolution 5 – Approval to issue an additional 10% of the fully paid ordinary issued capital of the Company To consider and, if thought fit, pass the following resolution, with or without amendment, as a Special Resolution of the Company: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Memorandum (Placement Securities).” 4 Voting exclusion statement The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of: • any person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue of Equity Securities under this Resolution 5 (except a benefit solely by reason of being a holder of Shares if this Resolution 5 is passed); and • an associate of that person. However, this does not apply to a vote cast in favour of this Resolution 5 by: • a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; • 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 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Intention of the Chair. Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions subject to this Meeting, including Resolution 5, subject to compliance with the Corporations Act. In exceptional circumstances, the Chair may change his voting intention on any Resolution, in which case an ASX announcement will be made. Further details, in relation to the ability of the Chair to vote on undirected proxies are set out in the accompanying proxy form. GENERAL BUSINESS To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company. BY ORDER OF THE BOARD Paul Marshall Company Secretary 26 April 2024 5 EXPLANATORY MEMORANDUM INTRODUCTION This Explanatory Memorandum is provided to Shareholders of AUKING MINING LIMITED ACN 070 859 522 (Company) to explain the resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 7 Waterfront Place, 1 Eagle St, Brisbane, on Thursday, 30 May 2024, at 9.30am (Brisbane time). The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Memorandum in full before making any decision in relation to the Resolutions. This Explanatory Memorandum provides Shareholders with all information known to the Company that is material to the decision on how to vote on the Resolutions to be put to the Meeting, other than such information that has been previously disclosed by the Company to its Shareholders. CONSIDER THE COMPANY’S ANNUAL REPORT The Company’s Annual Report comprising the Directors’ Report and Auditors’ Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the financial statements for the Company and its controlled entities for the financial year ended 31 December 2023 was released to the ASX Limited on 28 March 2024 and subsequently dispatched to shareholders as required. Shareholders can access a copy of the Company’s Annual Report at www.aukingmining.com. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. The Company’s Annual Report is placed before the Shareholders for discussion. No voting is required for this item. RESOLUTION 1 - REMUNERATION REPORT Remuneration Report In accordance with section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory resolution. The Remuneration Report is set out in the Directors’ Report section of the Annual Report for the period ending 31 December 2023. The Report: • explains the Board’s policy for determining the nature and amount of remuneration of executive Directors and senior executives of the Company; • explains the relationship between the Board’s remuneration policy and the Company’s performance; • sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and • details and explains any performance conditions applicable to the remuneration of executive Directors and senior executives of the Company. The Board believes the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate relative to the size of the Company, its business and strategic objectives and current and emerging market practices. A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting. The report can be viewed on the Company website at www.aukingmining.com 6 The “Two Strikes Rule” The Corporations Act requires that listed companies must put their remuneration report to a non-binding advisory shareholder vote at the AGM (Remuneration Report Resolution). The “Two Strikes Rule” was introduced by the Corporations Legislation (Improving Accountability on Director and Executive Remuneration) Act 2011 and commenced on 1 July 2011. Under the “Two Strikes Rule” if the Remuneration Report Resolution receives a “no” vote of 25% or more (a Strike) at two consecutive AGMs, a resolution to spill the board and hold Director re-elections, in accordance with Part 2G.2, Division 9 of the Corporations Act (Spill Resolution) must be put to Shareholders. Recommendation The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. A vote on this Resolution is advisory only and does not bind the Directors of the Company, except in relation to the “Two Strikes Rule”. Voting restrictions on Key Management Personnel and their Closely Related Parties and their proxies Members of the Key Management Personnel (KMP) and their Closely Related Parties (CRP) (Restricted Voters) and proxies of Restricted Voters are restricted from voting on a resolution which is connected directly or indirectly with the remuneration of a member of the Key Management Personnel (Voting Restriction). Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. The Voting Restriction applies to Resolution 1. However, it does not apply where: (a) the member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment specifies the way the proxy is to vote on the resolution; or (b) the Chairperson is appointed in writing (by a Shareholder who is not a Restricted Voter) as a proxy where the appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairperson to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting (including Resolution 1) subject to compliance with the Corporations Act. The Proxy Form attached to this Notice has been prepared on this basis. RESOLUTION 2 – RE-ELECTION OF PETER TIGHE AS AN INDEPENDENT DIRECTOR The Company’s Constitution and ASX Listing Rule 14.4 requires that at each AGM, one-third of the Directors in office (excluding directors appointed to fill casual vacancies or a Managing Director) must stand for reelection, with Directors required to retire based upon length of tenure. As such Mr Tighe is required to stand for re-election at the 2024 AGM and set out below is a summary of his CV: Mr Peter Tighe, non-executive independent Director - Appointed 9 June 2021 Mr Tighe started his working career in the family-owned JH Leavy & Co business, which is one of the longest established fruit and vegetable wholesaling businesses in the Brisbane Markets at Rocklea and has been trading since the late 1800s. As the owner and managing director of JH Leavy & Co, Mr Tighe expanded the company along with highly respected farms and packhouses that have been pleased to supply the company with top quality fruit and vegetables for wholesale/export for over 40 years. Mr Tighe has been a director of Brisbane Markets Limited (BML) since 1999 and is now the Deputy Chairman. BML is the owner of the Brisbane Markets® site and is responsible for its ongoing management and development of its $500m asset portfolio. As the proprietor of the site, BML has over 250 leases in place 7 including selling floors, industrial warehousing, retail stores and commercial offices. BML acknowledges its role as an economic hub of Queensland, facilitating the trade of $1.5 billion worth of fresh produce annually, supporting local and regional businesses of the horticulture industry. As a Board member Mr Tighe has held roles in various sub-committees which include: • Chairman of Safety and Tenant Advisory Committee • BML Strategy Investment Committee • Legal and Compliance Committee In 2016 the JH Leavy & Co business was sold but until recently Mr Tighe continued in the senior management of Global Fresh Australia, trading as JH Leavy & Co, to ensure a successful transition of ownership. Mr Tighe (with his wife Patty) own Magic Bloodstock Racing (MBR), a thoroughbred horse racing and breeding company. MBR has acquired many horses which have been and are trained and raced across Australia and around the world including “Winx”, one of the greatest thoroughbreds of all time winning more than $26m in prizemoney. The Directors (with Mr Tighe abstaining) recommend that you vote in favour of this Ordinary Resolution. RESOLUTION 3 - ELECTION OF ZULIANG (PARK) WEI AS AN INDEPENDENT DIRECTOR In accordance with the Company’s Constitution Mr Zuliang (Park) Wei, who was appointed as a Director since the last Shareholders’ Meeting, holds office until the Annual General Meeting and being eligible, has offered himself for re-election. Mr Zuliang (Park) Wei, non-executive independent Director - Appointed 5 June 2023 Mr Wei is a Chinese-born Australian entrepreneur with multiple interests in property, mining and finance businesses around the world. Having obtained a Bachelor of Arts degree from Nanjing University (one of the Top 5 Chinese Universities), Mr Wei is currently the Chairman of a fund manager, PAN Australia Fund Management Pty Ltd (PAFM) and also the founder of Top Pacific Group, which was established in Sydney in 1994 and has diversified into a major property development, construction, real estate sales, building and strata management, and mortgage broker. He has developed extensive residential property projects with a total turnover of more than A$3 billion. In 2019, Mr Wei took over PAFM (formerly Boill Fund Management Pty Ltd, wholesale fund manager) to be the main shareholder and company Managing Director. Mr Wei has successfully invested in a number of equity investment projects in China and Australia, achieving good returns. Mr Wei has been a director of the following ASX listed companies in the prior 3 years:  Lindian Resources Limited (appointed September 2023) The Directors (with Mr Wei abstaining) recommend that you vote in favour of this Ordinary Resolution. RESOLUTION 4 – RATIFICATION OF ISSUE OF OPTIONS TO EVOLUTION CAPITAL PTY LTD Introduction On 18 April 2024 the Company entered an agreement with Evolution Capital Pty Ltd (EVC) whereby EVC agreed to provide $750k in loan funds to the Company (EVC Loan Agreement). Pursuant to the EVC Loan Agreement, the Company agreed to issue EVC 12,500,000 options exercisable at 3c on or before 30 April 2027 (EVC Options). The EVC Options were issued to EVC on 19 April 2024. No funds were raised from the issue of the EVC Options. This issue of the EVC Options was undertaken within the Company’s capacity under Listing Rule 7.1 and the specific terms and conditions applicable to the EVC Options are set out in Schedule 1 of this Information Memorandum. Resolution 4 is an Ordinary Resolution and seeks Shareholder ratification of prior issue of the EVC Options in accordance with Listing Rule 7.4. 8 Listing Rule 7.4 In accordance with Listing Rule 7.4, Shareholder approval is sought to ratify the issue and allotment of the EVC Options, being issues of securities made by the Company on 19 April 2024 for which shareholder approval has not already been obtained. Listing Rule 7.1 prohibits a company, except in certain cases, from issuing new equity securities equivalent in number to more than 15% of its fully paid ordinary issued capital in the 12 month period immediately preceding the date of the issue or agreement (if the entity has been admitted to the official list for 12 months or more) or the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement (if the entity has been admitted to the official list for less than 12 months) without the prior approval of its shareholders. Equity securities issued with shareholder approval under Listing Rule 7.4 do not count towards the 15% limit under Listing Rule 7.1. Listing Rule 7.4 provides that an issue of securities made without prior approval under Listing Rule 7.1 can be treated as having been made with that approval if shareholders subsequently approve it. If Resolution 4 is approved it will have the effect of refreshing the Company’s ability, to the extent of the EVC Options, to issue further capital during the next 12 months pursuant to Listing Rule 7.1 without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act). If Resolution 4 is not passed, the EVC Options will be counted toward the 15% limit pursuant to Listing Rule 7.1 for a period of 12 months from the date of issue. Information for Listing Rule 7.5 For the purposes of Listing Rule 7.5, the Company provides the following information: Listing Rule 7.5.1 Information The names of the persons to whom the Securities are issued or agreed to be issued or the basis on which those persons were identified or selected Evolution Capital Pty Ltd (EVC) EVC is not : • a member of the Company’s Key Management Personnel; • a substantial holder of the Company; • an adviser to the Company (other than as a result of the investor relations agreement); or • an associate of any of the above. EVC is not considered to be a "material investor" for the purposes of ASX Guidance Note 21, paragraph 7.4. 7.5.2 The number and class of Securities issued or agreed to be issued The Company has issued a total of 12,500,000 options exercisable at 3c on or before 30 April 2027. 7.5.3 Summary of the material terms of the Securities The EVC Options were issued pursuant to the EVC Loan Agreement. The EVC Options are exercisable at 3c each, on or before 30 April 2027. See Schedule 1 for more details about the terms of the EVC Options. 9 Listing Rule Information 7.5.4 Date or dates on which the Securities were or will be issued The EVC Options were issued on 19 April 2024. 7.5.5 The price or other consideration the entity has received or will receive for the issue There were no funds received by the Company in consideration for the issue of the EVC Options – rather, these Securities were issued pursuant to the EVC Loan Agreement mentioned above. 7.5.6 The purpose of the issue, including the use or intended use of any funds raised by the issue No funds were raised from the issue of the EVC Options 7.5.7 Summary of the material terms of the agreement As in item 7.5.3 above 7.5.8 A voting exclusion statement. A voting exclusion statement is included in the Notice of Meeting. Director’s recommendation The Directors unanimously recommend that you vote in favour of Resolution 4. BACKGROUND TO SPECIAL BUSINESS RESOLUTION RESOLUTION 5 – APPROVAL TO ISSUE AN ADDITIONAL 10% OF THE FULLY PAID ORDINARY ISSUED CAPITAL OF THE COMPANY Introduction Under Resolution 5, the Company is seeking Shareholder approval to have the capacity to issue an additional 10% of its issued ordinary Share capital over a 12 month period pursuant to Listing Rule 7.1A (10% Placement Capacity). If passed, this Resolution will allow the Company to allot and issue up to the number of new Equity Securities calculated in accordance with Listing Rule 7.1A.2 (Placement Securities), as long as certain requirements are met. If this Resolution is not passed, the Company will not be permitted to allot and issue the Placement Securities without obtaining Shareholder approval for that issue of securities. Further, if this Resolution is not passed, the Company will only be permitted to issue securities without Shareholder approval if that issue of securities complies with Listing Rule 7.1. Under Listing Rule 7.1A, small and mid-cap listed entities that meet the eligibility threshold and have obtained the approval of their shareholders by Special Resolution at the annual general meeting are entitled to the additional 10% Placement Capacity, which is in addition to the ability of the Company to issue 15% of its fully paid ordinary issued capital without Shareholder approval over a 12 month period pursuant to Listing Rule 7.1. The Company may issue the Placement Securities to raise funds for the Company. Funds raised from the issue of Placement Securities, if undertaken, would be applied towards acceleration of exploration, drilling and development of the Company’s Koongie Park project in Western Australia and its uranium projects in Tanzania. The funds will also be used towards general working capital requirements and corporate costs. An Equity Security is a Share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security. Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. This Resolution 5 is a Special Resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed. Listing Rule 7.1A (a) General (1) Eligibility 10 An entity is eligible to undertake the additional 10% Placement Capacity if, at the time of its annual general meeting, it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index. As at the date of this Notice of Meeting, the Company has a market capitalisation of less than $300 million and is not included in the S&P/ASX300 Index and is therefore an “Eligible Entity” and able to undertake the additional 10% Placement Capacity under Listing Rule 7.1A. In the event that the Company for any reason ceases to be an Eligible Entity after the Company has already obtained Shareholders’ approval pursuant to this Resolution 5 the approval obtained will not lapse and the Company will still be entitled to issue the Placement Securities. (2) Special Resolution This Resolution 5 is a Special Resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed. (3) Shareholder approval The ability to issue the Placement Securities is conditional upon the Company obtaining Shareholder approval by way of a Special Resolution at the Meeting. (b) 10% Placement Capacity period - Listing Rule 7.1A.1 Assuming Resolution 5 is passed, Shareholder approval of the additional 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the Meeting and expires on the earlier to occur of: (1) the date that is 12 months after the date of the Meeting; (2) the time and date of the Company’s next annual general meeting; or (3) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking), or such longer period if allowed by ASX. If approval is given for the issue of the Placement Securities then the approval will expire on 30 May 2025, unless the Company holds its next annual general meeting or Shareholder approval is granted pursuant to Listing Rule 11.1.2 or Listing Rule 11.2 prior to that date. (c) Calculation for additional 10% Placement Capacity - Listing Rule 7.1A.2 Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the period of the approval, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E where: A is the number of ordinary securities on issue 12 months before the date of i