Notice of Annual General Meeting/Proxy Form

Administrative Office 3 Richardson Street, West Perth WA 6005 | Contact Number +61 8 6319 1900
Postal Address PO Box 1976, West Perth WA 6872 | admin@uvre.com.au | www.uvre.com.au | ASX:UVA NZX:UVA
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22 October 2025
Dear Shareholder,
UVRE LIMITED – ANNUAL GENERAL MEETING
Uvre Limited ACN 650 124 324 (“Uvre” or the “Company”) advises the 2025 Annual General Meeting will
be held in person at 3 Richardson Street, West Perth WA 6005, on Thursday 27 November 2025 at
10. 00AM (AWST) (“Meeting”).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (“Notice”) for the Meeting is available online and
can be viewed and downloaded by shareholders of the Company (“Shareholders”) from Uvre’s website
at https://uvrelimited.com/ or the Company's ASX market announcements platform at www.asx.com.au
(ASX: UVA).
Please note, in accordance with section 253RA of the Corporations Act 2001 (Cth) (as inserted by the
Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard
copy of the Notice unless Shareholders have already notified the Company that they wish to receive
documents such as the Notice in hard copy.
If you have any difficulties obtaining a copy of the Notice, please contact the Company’s Share Registry,
Automic Registry Services, at meetings@automicgroup.com.au.
Proxy Form
A Proxy Form in relation to the Meeting is included with this letter. Voting on the resolutions at the
Meeting is important and Shareholders who are unable to attend the Meeting in person are encouraged
to exercise their voting rights by completing and returning the enclosed Proxy Form. Please refer to the
full Notice for further important information.
Completed proxy forms must be returned to and received by the Company’s Share Registry, Automic
Registry Services, by 10.00AM (AWST) on Tuesday 25 November 2025, by following the lodgement
instructions on the proxy form.
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting on +61 8 6319
1900 between 8:30am and 5:00pm (AWST) Monday to Friday or via email at admin@uvrelimited.com.
Copies of all Meeting related material including the Notice and the Company's Annual Report, are
available to download from Uvre’s website and the Company's ASX market announcements platform.
In the event it is necessary or appropriate for the Company to make alternative arrangements for the
Meeting, information will be provided to Shareholders via the ASX and Uvre’s website.
This announcement has been authorised by the Board of Uvre Limited.
For enquiries contact:
Brett Mitchell Paul Armstrong
Executive Chairman Read Corporate
+61 8 6319 1900 +61 8 9388 1474
brett@uvre.com.au

UVRE LIMITED
ACN 650 124 324
TO BE RENAMED ‘MINERALS EXPLORATION LIMITED’
NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:
TIME: 10.00AM AWST
DATE: Thursday, 27 November 2025
PLACE: 3 Richardson Street, West Perth WA 6005
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
4.00PM AWST on Tuesday 25 November 2025.

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BUSINESS OF THE MEETING
AGENDA
1. 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.
2. 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.
3. RESOLUTION 2 – RE-ELECTION DIRECTOR – MR NORMAN SECKOLD
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 14.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Norman Seckold, a Director who was appointed casually on
14 July 2025, retires, and being eligible, is elected as a Director.”
4. RESOLUTION 3 – RE-ELECTION DIRECTOR – MR PETER NIGHTINGALE
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 14.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Mr Peter Nightingale, a Director who was appointed casually on
14 July 2025, retires, and being eligible, is elected as a Director.”
5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR BRETT MITCHELL
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 14.2 of the Constitution, and for all other purposes,
Mr Brett Mitchell, a Director, retires by rotation, and being eligible, is re-elected as a
Director.”
6. RESOLUTION 5 – 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.”

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7. RESOLUTION 6 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of sections 136(2) and 648G of the Corporations Act and for
all other purposes, approval is given for the Company to modify its existing
Constitution by renewing clause 37 for a period of three (3) years from the date of
approval of this Resolution.”
8. RESOLUTION 7 – CHANGE OF COMPANY NAME
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other
purposes, approval is given for the name of the Company to be changed to
‘Minerals Exploration Limited’.”

Dated: 22 October 2025

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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 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 8 6319 1900.

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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. 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 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 https://uvre.com.au.
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 to 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 is not relevant for this Meeting.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR NORMAN SECKOLD
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
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 Norman Seckold, having been appointed by other Directors on 14 July 2025 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 Seckold is set out below.
Qualifications,
experience and other
material directorships
Mr Seckold is an experienced mining executive who has spent
more than 40 years in the full-
time management of natural
resource companies, both in Australia and overseas. Mr
Seckold is currently Executive Chair of Nickel Industries
(ASX:NIC) and Alpha HPA (ASX: A4N).
Term of office Mr Seckold has served as a Non-Executive Director since
14 July 2025.
Independence If re-elected, the Board considers that Mr Seckold will be an
independent Non-Executive 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 and character. The Company undertook
such checks prior to the appointment of Mr Seckold.
Board
recommendation
Having received an acknowledgement from Mr Seckold that
he will have sufficient time to fulfil his
responsibilities as a
Director and having reviewed the performance of Mr Seckold
since his appointment to the Board and the skills, knowledge,
experience and capabiliti
es required by the Board, the
Directors (other than Mr Seckold) 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 Norman Seckold will be elected to the Board as an
independent Non-Executive Director.
If this Resolution is not passed, Mr Norman Seckold will not continue in their role as an
independent Non-Executive Director. 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 – RE-ELECTION OF DIRECTOR – MR PETER NIGHTINGALE
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.
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

6
but shall not be taken into account in determining the Directors who are to retire by
rotation (if any) at that meeting.
Mr Peter Nightingale, having been appointed by other Directors on 14 July 2025 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 Nightingale is set out below.
Qualifications,
experience and other
material directorships
As a director or company secretary Mr Nightingale has, for
more than 35 years, been responsible for the financial control,
administration, secretarial and in-
house legal functions of a
number of private and public listed companies in Australia and
the USA including Bolnisi Gold N.L. and Nickel Industries (ASX:
NIC). Mr Nightingale is a chartered accountant.
Term of office Mr Peter Nightingale has served as a Non-Executive Director
since 14 July 2025.
Independence If re-elected, the Board considers that Mr Peter Nightingale will
be an independent Non-Executive 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 and character. The Company undertook
such checks prior to the appointment of Mr Peter Nightingale.
Board
recommendation
Having received an acknowledgement from Mr Peter
Nightingale that they will have sufficient time to fulfil their
responsibilities as a Director and having reviewed the
performance of Mr Nightingale since their appointment to the
Board and the skills, knowledge, experience and capabilities
required by the Board, the Directors (other than Mr Nightingale)
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 Peter Nightingale will be elected to the Board as an
independent Non-Executive Director.
If this Resolution is not passed, Mr Peter Nightingale will not continue in their role as an
independent Non-Executive Director. 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.
5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR BRETT MITCHELL
5.1 General
The Constitution sets out the requirements for determining which Directors are to retire by
rotation at an annual general meeting.
Mr Brett Mitchell, who has held office without re-election since 4 November 2022 and being
eligible retires by rotation and seeks re-election.
Further information in relation to Mr Mitchell is set out below.
Qualifications,
experience and other
material directorships
Mr Mitchell is an experienced corporate finance executive with
over 25 years of experience in the venture capital and equity
capital markets, leading capital raisings and M&A transactions
in the mining, energy, technology and life sciences sectors. He
has
been involved in the founding, financing and
management of both private and publicly listed companies,
including as the Executive Chairman of ASX listed gold explorer
Javelin Minerals Ltd (ASX: JAV) and Non-Executive Director of
Imagion Biosystems Ltd (ASX: IBX). Mr Mitchell is also a founder

7
and director of Chieftain Securities Pty Ltd, a Perth based
boutique Corporate Advisory and ECM firm.
Term of office Mr Brett Mitchell has served as a Director since 30 May 2022 and
was last re-elected on 4 November 2022.
Independence If re-elected, the Board does not consider Mr Brett Mitchell will
be an independent Director.
Board
recommendation
Having received an acknowledgement from Mr Brett Mitchell
that they will have sufficient time to fulfil their responsibilities as
a Director and having reviewed the performance of Mr
Mitchell
since their appointment to the Board and the skills,
knowledge, experience and capabilities required by the
Board, the Directors (other than Mr Mitchell) recommend that
Shareholders vote in favour of this Resolution.
5.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Brett Mitchell will be re-elected to the Board as the Executive
Chairman.
If this Resolution is not passed, Mr Brett Mitchell will not continue in their role as the Executive
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.
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 shares it had on issue at the start
of that period.
Under Listing Rule 7.1A, an Eligible Entity may seek s hareholder 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 $ $36,035,115. The Company is
therefore an Eligible Entity.
6.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and
eligible to vote at the Meeting must be cast 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 7.3A
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:

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REQUIRED INFORMATION DETAILS
(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 for the acquisition
of new resources, assets and investments (including
expenses associated with such an acquisition), continued
exploration expenditure on the Company’s current
assets/or projects (funds would then be used for project,
feasibility studies and ongoing project administration), the
development of the Company’s current business and
general 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 and the number of Equity Securities on issue or
proposed to be issued as at 9 October 2025.
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
$0.093 $0.185 $0.278
50%
decrease
Issue
Price
50%
increase

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REQUIRED INFORMATION DETAILS
Funds Raised
Current 189,658,
501
Shares
18,965,850
Shares
$1,763,824 $3,508,682 $5,272,506
50%
increase
284,487,
752
Shares
28,448,775
Shares
$2,645,736 $5,263,023 $7,908,759
100%
increase
379,317,
002
Shares
37,931,700
Shares
$3,527,648 $7,017,364 $10,545,01
2
*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 189,658,501 existing Shares as at the date of
this Notice.
2. The issue price set out above is the closing market price of the
Shares on the ASX on 9 October 2025 (being $0.185) (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.
3. The Company issues the maximum possible number of Equity
Securities under the 7.1A Mandate.
4. 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.
5. 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.
6. 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.
7. This table does not set out any dilution pursuant to approvals
under Listing Rule 7.1 unless otherwise disclosed.
8. 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%.
9. 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.
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.

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REQUIRED INFORMATION DETAILS
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 under
Listing Rule 7.1A.2
The Company previously obtained approval from its
Shareholders pursuant to Listing Rule 7.1A at its annual
general meeting held on 27 November 2024 (Previous
Approval).
During the 12 month period preceding the date of the
Meeting, being on and from 26 November 2024, the
Company has not issued any Equity Securities pursuant to
the Previous Approval.
Voting exclusion
statement
As at the date of this Notice, the Company is not proposing
to make an issue of Equity Securities under Listing Rule 7.1A.
Accordingly, a voting exclusion statement is not included in
this Notice.
7. RESOLUTION 6 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS
7.1 General
A proportional takeover bid is a takeover bid where the offer made to each shareholder
is only for a proportion of that shareholder’s shares.
Pursuant to section 648G of the Corporations Act, an entity may include a provision in its
constitution whereby a proportional takeover bid for shares may only proceed after the
bid has been approved by a meeting of shareholders held in accordance with the terms
set out in the Corporations Act.
In accordance with section 648G(1) of the Corporations Act, such clause will cease to
apply at the end of three years from the incorporation of the Company, insertion of the
clause or renewal of the clause (as appropriate) unless otherwise specified. When this
clause ceases to apply, the constitution will be modified by omitting the clause.
A company may renew its proportional takeover approval provisions in the same manner
in which a company can modify its constitution (i.e., by special resolution of shareholders).
The proportional takeover provisions contained in clause 37 of the Constitution are no
longer operative as it has been more than three years since they were last approved by
Shareholders.
This Resolution is a special resolution which will enable the Company to modify its
Constitution by re-inserting proportional takeover provisions into the Constitution in the form
of clause 37. The new clause 37 is in the same form as the existing clause 37 (as set out in
Annexure A of this Notice).

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The Company is permitted to seek further Shareholder approval to renew this clause for
further periods of up to three years on each occasion.
A copy of the Constitution was released to ASX on 4 December 2023 and is available for
download from the Company’s ASX announcements platform.
7.2 Technical information required by section 648G(5) of the Corporations Act
Overview A proportional takeover bid is a takeover bid where the offer
made to each shareholder is only for a proportion of that
shareholder’s shares.
Pursuant to section 648G of the Corporations Act, the Company
has included in the Proposed Constitution a provision whereby a
proportional takeover bid for Shares may only proceed after the
bid has been approved by a meeting of Shareholders held in
accordance with the terms set out in the Corporations Act.
This clause of the Proposed Constitution will cease to have effect
on the third anniversary of the date of the adoption of last
renewal of the clause.
Effect of proposed
proportional
takeover provisions
Where offers have been made under a proportional off-market
bid in respect of a class of securities in a company, the registration
of a transfer giving effect to a contract resulting from the
acceptance of an offer made under such a proportional off-
market bid is prohibited unless and until a Resolution to approve
the proportional off-market bid is passed.
Reasons for
proportional
takeover provisions
A proportional takeover bid may result in control of the Company
changing without Shareholders having the opportunity to dispose
of all their Shares. By making a partial bid, a bidder can obtain
practical control of the Company by acquiring less than a
majority interest. Shareholders are exposed to the risk of being left
as a minority in the Company and the risk of the bidder being
able to acquire control of the Company without payment of an
adequate control premium.
These amended provisions allow
Shareholders to decide whether a proportional takeover bid is
acceptable in principle, and assist in ensuring that any partial bid
is appropriately priced.
Knowledge of any
acquisition
proposals
As at the date of this Notice, no Director is aware of any proposal
by any person to acquire, or to increase the extent of, a
substantial interest in the Company.
Potential
advantages and
disadvantages of
proportional
takeover provisions
The Directors consider that the proportional takeover provisions
have no potential advantages or disadvantages for them and
that they remain free to make a recommendation on whether an
offer under a proportional takeover bid should be accepted.
The potential advantages of the proportional takeover provisions
for Shareholders include:
(a) the right to decide by majority vote whether an offer
under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked
in as a minority;
(c) increasing the bargaining power of Shareholders which
may assist in ensuring that any proportional takeover bid
is adequately priced; and
(d) each individual Shareholder may better assess the likely
outcome of the proportional takeover bid by knowing
the view of the majority of Shareholders which may assist
in deciding whether to accept or reject an offer under
the takeover bid.

12
The potential disadvantages of the proportional takeover
provisions for Shareholders include:
(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a
premium; and
(c) the likelihood of a proportional takeover bid
succeeding may be reduced.
Recommendation
of the Board
The Directors do not believe the potential disadvantages
outweigh the potential advantages of adopting the proportional
takeover provisions and as a result consider that the proportional
takeover provision in the Proposed Constitution is in the interest of
Shareholders and unanimously recommend that Shareholders
vote in favour of this Resolution.
8. RESOLUTION 7 - CHANGE OF COMPANY NAME
Section 157(1)(a) of the Corporations Act provides that a company may change its name
if the company passes a special resolution adopting a new name.
This Resolution seeks the approval of Shareholders for the Company to change its name to
“Minerals Exploration Limited”.
The Board proposes this change of name on the basis that it believes the proposed name
more accurately reflects the future operations of the Company.
The proposed name has been reserved by the Company with ASIC and if this Resolution is
passed, the Company will lodge a copy of the special resolution with ASIC following the
Meeting in order to effect the change. If this Resolution is passed the change of name will
take effect when ASIC alters the details of the Company’s registration.

13
GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 7.1.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the
context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter
Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the
member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the
definition of ‘closely related party’ in the Corporations Act.
Company means Uvre Limited (ACN 650 124 324).
Constitution means the Company’s constitution as adopted by special resolution of the members
on 12 May 2021 and amended by special resolution of the members on 17 November 2023.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
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.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and
any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the
Australian Accounting Standards Board and means those persons having authority and responsibility
for planning, directing and controlling the activities of the Company, or if the Company is part of a
consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether
executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an
entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Performance Right means a right to acquire a Share subject to satisfaction of performance
milestones.
Proxy Form means the proxy form accompanying the Notice.

14
Remuneration Report means the remuneration report set out in the Director’s report section of the
Company’s annual financial report for the year ended 30 June 2025.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Security means a Share, Option or Performance Right (as applicable).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.
WST means Western Standard Time as observed in Perth, Western Australia.

SAMPLE
Proxy Voting Form
If you are attending the Meeting
in person, please bring this with you
for Securityholder registration.
Uvre Limited | ABN 85 650 124 324

Your proxy voting instruction must be received by 10:00am (AWST) on Tuesday, 25 November 2025, being not later than 48 hours
before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled
Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their
broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All
your shares will be voted in accordance with such a direction unless you indicate only a portion of voting
rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the
appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may
vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a
certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsah or
scan the QR code below using your
smartphone
Login & Click on ‘Meetings’. Use the
Holder Number as shown at the top of
this Proxy Voting Form.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
meetings@automicgroup.com.au
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)

SAMPLE
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Uvre Limited, to be held at 10:00am (AWST) on Thursday, 27
November 2025 at 3 Richardson Street, West Perth WA 6005 hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
ResolutionsForAgainstAbstain
1ADOPTION OF REMUNERATION REPORT

2RE-ELECTION OF DIRECTOR – MR NORMAN SECKOLD

3RE-ELECTION OF DIRECTOR – MR PETER NIGHTINGALE

4RE-ELECTION OF DIRECTOR – MR BRETT MITCHELL

5APPROVAL OF 7.1A MANDATE

6RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

7CHANGE OF COMPANY NAME

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1Securityholder 2Securityholder 3

Sole Director and Sole Company SecretaryDirectorDirector / Company Secretary
Contact Name:

Email Address:

Contact Daytime TelephoneDate (DD/MM/YY)

/

/

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).


UVA