Announcement PDF 27 October 2023 Dear Shareholder, Annual General Meeting – Letter to Shareholders Forbidden Foods Limited (ASX:FFF) (“Forbidden Foods" or the “Company”) advises that its Annual General Meeting (“AGM”) of Shareholders will be held at 11:00am (AEDT) on Wednesday, 29 November 2023 at Level 16/452 Flinders St, Melbourne VIC 3000 and as a hybrid meeting (Meeting). Details on how to attend and participate in the hybrid meeting can be found below and in the Notice of Meeting. In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies of the Notice of Meeting (Notice) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://www.forbiddenfoods.com.au/investors/asx-announcements. Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX: FFF). This Notice is given based on circumstances as at the date of this letter. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.forbiddenfoods.com.au/investors/asx-announcements Shareholders are urged to monitor the ASX announcements platform and the Company’s website. The Meeting will be held at Level 16/452 Flinders St, Melbourne VIC 3000 and by way of webcast via Automic’s online platform available at https://us02web.zoom.us/webinar/register/WN_MXMHQTIUTEuqyyxxAZwIzA Virtual Meeting The Company is pleased to provide shareholders with the opportunity to attend and participate in the hybrid Meeting through an online meeting platform powered by Automic. Shareholders that have an existing account with Automic will be able to watch, listen, and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then Forbidden Foods Limited | ACN 616 507 334 | ASX:FFF info@forbiddenfoods.com.au | www.forbiddenfoodsgroup.com clicking on “register” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. Your vote is important The business of the Meeting affects your shareholding, and your vote is important. To vote in person, attend the Meeting on the date and at the place set out above. To vote by proxy please use one of the following methods: All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting. Shareholders attending the meeting virtually and wishing to vote on the day of the meeting can find further instructions on how to do so in the Notice of Meeting. Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods: Online https://investor.automic.com.au/#/loginsah By post: Forbidden Foods Limited c/- Automic Pty Ltd GPO Box 5193 Sydney NSW 2001 By facsimile +61 2 8583 3040 By hand: Automic Pty Ltd Level 5, 126 Phillip Street, Sydney, NSW, 2000 By email: meetings@automicgroup.com.au Your Proxy instruction must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. The Chair intends to vote all open proxies in favour of all resolutions, where permitted. Yours faithfully, Lucy Rowe Company Secretary Forbidden Foods Limited | ACN 616 507 334 | ASX:FFF info@forbiddenfoods.com.au | www.forbiddenfoodsgroup.com Forbidden Foods Limited info@forbiddenfoods.com.au Level 1/678 Victoria Street, http://www.forbiddenfoods.com.au/ RICHMOND, VIC 3121ACN: ACN 616 507 334 Forbidden Foods Limited Notice of 2023 Annual General Meeting Explanatory Statement | Proxy Form Wednesday, 29 November 2023 11.00am (AEDT) Address Level 16/452 Flinders St, Melbourne VIC 3000 And as a hybrid meeting: https://us02web.zoom.us/webinar/register/WN_MXMHQTIUTEuqyyxxAZ wIzA This Notice of Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Contents Venue and Voting Information 2 Notice of Annual General Meeting – Agenda and Resolutions 5 Notice of Annual General Meeting – Explanatory Statement 14 Glossary 38 Schedule 1 – Key terms of the LTI Performance Rights to be issued to Mr Alex Aleksic 41 Schedule 2 – Summary of material terms of the Equity Incentive Plan 42 Schedule 3 – Terms of the Placement Options 44 Annexure A – Member nomination of auditor 46 Proxy Form Enclosed Important Information for Shareholders about the Company’s 2023 AGM This Notice is given based on circumstances as at 27 October 2023. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.forbiddenfoods.com.au/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website. Venue and Voting Information The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am (AEDT) on Wednesday, 29 November 2023 at Level 16/452 Flinders St, Melbourne VIC 3000 and as a hybrid meeting (Meeting). To be able to hold this Meeting at both a physical and virtual venue, the Company is relying upon s249R(b) of the Corporations Act. The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic. Shareholders that have an existing account with Automic will be able to watch, listen, and vote online. Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic. To access the virtual meeting on the day: 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 2 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on the left-hand menu bar to access registration. 4. Click on “Register” and follow the steps 5. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window. Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary at lucy.rowe@automicgroup.com.au at least 48 hours before the AGM. The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business. Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. Voting in person at the Meeting To vote in person, attend the Annual General Meeting on the date and at the place set out above. Voting virtually at the Meeting Shareholders who wish to vote virtually on the day of the AGM can do so through the online meeting platform powered by Automic. Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen. Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/ Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtualagms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 3 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the attorney has already provided the power of attorney to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 4 Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Shareholders of Forbidden Foods Limited ACN 616 507 334 will be held at 11.00am (AEDT) on Wednesday, 29 November 2023 at Level 16/452 Flinders St, Melbourne VIC 3000 and as a hybrid meeting (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEDT) on Monday, 27 November 2023. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Ordinary business Financial statements and reports “To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.” Note: This item of ordinary business is for discussion only and is not a resolution. Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of this item of business. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 5 Resolutions Remuneration Report 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as Non-Binding Resolution: “That, for the purpose of Section 250R(2) of the Corporations Act 2001 (Cth) 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 2023.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution. Re-election of Director 2. Resolution 2 – Re-election of Mr Jarrod Milani as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Mr Jarrod Milani, a Director of the Company who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible, offers himself for re-election as a Director of the Company, effective immediately.” ASX Listing Rule 7.1A (Additional 10% Capacity) 3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass the following resolution as a Special Resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 6 otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of: (a) 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 (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 3 by: (i) a person as 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; (ii) 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 (iii) 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. Ratification of Prior Issue of Fully Paid Ordinary Shares 4. Resolution 4 – Ratification of Prior Issue of Placement Shares To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 23,250,000 fully paid ordinary shares issued on 16 August 2023 and 13,430,000 fully paid ordinary shares issued on 7 September 2023 as part of the Company’s institutional placement announced by the Company on 9 August 2023, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: (a) a person who participated in the issue; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: (i) a person as 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; Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 7 (ii) 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 (iii) 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. Issue of Securities under Equity Incentive Plan 5. Resolution 5 – Approval of Issue of Long Term Incentive Performance Rights under Equity Incentive Plan to Alex Aleksic, CEO and Managing Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rules 10.14 and 10.19, sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, the Shareholders of the Company approve the issue and allotment of 8,125,000 Performance Rights as a long term incentive under the Forbidden Foods Equity Incentive Plan to Alex Aleksic, Chief Executive Officer and Managing Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 5 by: (i) a person as 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; (ii) 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 (iii) 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 vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 8 Voting Prohibition Statement: 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 Resolution 5 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. Issue of Securities 6. Resolution 6 – Approval to Issue Placement Options To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 36,680,000 unlisted options issued on the basis of one free-attaching Option for every Share subscribed for and issued under the institutional placement announced by the Company on 9 August 2023, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of: (a) 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 (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6 by: (i) a person as 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; (ii) 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 (iii) 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. Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 9 7. Resolution 7 – Approval to Issue Shares and Options to Alex Aleksic, Managing Director of the Company, under Tranche 2 of the Placement To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve and authorise the issue and allotment of 10,000,000 Shares and 10,000,000 attaching Options to Alex Aleksic (and/or his nominee) at an issue price of $0.02 each as part of the institutional placement announced by the Company on 9 August 2023, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of: (a) (b) Alex Aleksic; 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 (c) an Associate of those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 7 by: 8. (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; (ii) 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 (iii) 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 vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 8 – Approval to Issue Shares and Options to Jarrod Milani, Director of the Company, under Tranche 2 of the Placement To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve and authorise the issue and allotment of 500,000 Shares and 500,000 attaching Options to Jarrod Milani (and/or his nominee) at an issue price of $0.02 each as part of the institutional placement announced by the Company on 9 August 2023, on the terms and Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 10 conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) Jarrod Milani; (b) 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 (c) an Associate of those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 8 by: 9. (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; (ii) 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 (iii) 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 vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 9 – Approval to Issue Shares and Options to Katie Eshuys, Director of the Company, under Tranche 2 of the Placement To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve and authorise the issue and allotment of 500,000 Shares and 500,000 attaching Options to Katie Eshuys (and/or her nominee) at an issue price of $0.02 each as part of the institutional placement announced by the Company on 9 August 2023, on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of: (a) Katie Eshuys; (b) 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 Forbidden Foods Limited | Annual General Meeting – Notice of Meeting and Explanatory Statement 11 (c) an Associate of those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 9 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; (ii) 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 (iii) 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 vote on the Resolution in accordance with dire