Announcement PDF NOTICE OF ANNUAL GENERAL MEETING OF SPACETALK LTD (ACN 091 351 530) TAKE NOTICE that the Annual General Meeting of Shareholders of the Company will be held at the place, date and time specified below: Place: Virtual meeting via https://meetnow.global/MU5R7ZV Date: Thursday, 16 November 2023 Time: 2:30 pm AEDT The Meeting is being held by way of a virtual meeting (electronically). Shareholders are urged to attend and vote at the meeting electronically using online meeting technology or vote by lodging the Proxy Form attached to this Notice. DATED this 12 October 2023 By order of the Board: Kim Clark Company Secretary Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com AGENDA A. Address by the Chairman and Chief Executive Officer B. To consider and receive the Financial Statements, Directors’ Report and Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2023. C. Resolutions: 1. Remuneration Report To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, the Company adopt the Remuneration Report for the year ended 30 June 2023 in accordance with section 250R(2) of the Corporations Act.” Note: This Resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this Resolution in any capacity by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. This Resolution is advisory only and does not bind the Company or the Directors. 2. Re-election of Director – Mr Martin Pretty To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, Mr Martin Pretty, who retires in accordance with Listing Rule 14.5 and clause 19.3 of the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.” 3. Re-election of Director – Mr Saurabh Jain To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, Mr Saurabh Jain who retires in accordance with Listing Rule 14.5 and clause 19.3 of the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.” 4. Election of Director – Mr Simon Crowther To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, Mr Simon Crowther who, having previously been appointed to fill a casual vacancy, retires in accordance with Listing Rule 14.4 and clause 19.2 of the Constitution and having consented to act and being eligible, is elected as a Director of the Company.” 5. Ratification of Prior Issue of 3,587,538 Options To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 3,587,538 Options which were issued pursuant to a services agreement as announced to the ASX on 17 February 2023, and on the terms and conditions set out in the Explanatory Memorandum.” Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 2 6. Ratification of Prior Issue of 34,622,727 Shares To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify ratification the prior issue of 34,622,727 Shares which were issued pursuant to a Placement as announced to the ASX on 21 August 2023, and on the terms and conditions set out in the Explanatory Memorandum.” 7. Issue of a Warrant to Pure Asset Management Pty Ltd in its capacity as trustee for the Income and Growth Fund To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issuance of a Warrant to Pure Asset Management Pty Ltd in its capacity as trustee for the Income and Growth Fund on the terms and conditions set out within the Explanatory Memorandum.” 8. Approval to Issue up to 34,622,727 Options to Placement Participants To consider and, if in favour, pass with or without amendment, the following Resolution as an ordinary resolution: ”That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 34,622,727 Options on such terms and conditions more particularly described in the Explanatory Memorandum.” 9. Approval to Issue of Shares and Options to Directors To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issuance of the following Shares and Options to Directors as a result of their application to participate in the Shortfall component of the Entitlements Offer as announced to the ASX on 28 August 2023: (a) 3,421,864 Shares and 1,710,932 Options to Mr Martin Pretty, Non-Executive Director, or his nominee; (b) 1,453,227 Shares and 726,614 Options to Mr Brandon Gien, Non-Executive Director, or his nominee; (c) 3,411,514 Shares and 1,705,757 Options to Mr Georg Chmiel, Non-Executive Director, or his nominee; (d) 582,182 Shares and 291,091 Options to Mr Saurabh Jain, Non-Executive Director, or his nominee; and (e) 1,136,364 shares and 568,182 options to Mr Simon Crowther, Executive Director, or his nominee in the Company, on such terms and conditions more particularly described in the Explanatory Memorandum.” 10. Approval to Issue up to 5,825,959 Options to Veritas Securities Limited To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 5,825,959 Options on such terms and conditions more particularly described in the Explanatory Memorandum.” Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 3 11. Approval to Issue up to 38,636,364 Options to Entitlements Offer Underwriters To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 38,636,364 Options on such terms and conditions more particularly described in the Explanatory Memorandum.” 12. Approval of Equity Incentive Plan To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That for the purposes of Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders approve the Company’s Equity Incentive Plan, as described in the Explanatory Memorandum” 13. Issue of Performance Rights to Executive Director To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, pursuant to Section 208(1)(a) of the Corporations Act, Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of: (a) 3,000,000 Performance Rights to Mr Simon Crowther, Executive Director (or his nominee); and (b) 20,769,231 Performance Rights to Mr Simon Crowther, Executive Director (or his nominee), under the Company’s Equity Incentive Plan and on the terms and conditions set out in the Explanatory Memorandum.” 14. Issue of Performance Rights to Non-Executive Directors To consider and, if in favour, pass the following Resolution as an ordinary resolution: “That, pursuant to Section 208(1)(a) of the Corporations Act, Listing Rule 10.14 and for all other purposes, Shareholders approve the granting of: (a) 239,234 Performance Rights to Mr Georg Chmiel, Non-executive Director, or his nominee; (b) 159,490 Performance Rights to Mr Martin Pretty, Non-executive Director, or his nominee; (c) 159,490 Performance Rights to Mr Brandon Gien, Non-executive Director, or his nominee; (d) 159,490 Performance Rights to Mr Saurabh Jain, Non-executive Director, or his nominee; and (e) 159,490 Performance Rights to Mr Michael Rann, Non-executive Director, or his nominee; in the Company, on such terms and conditions more particularly described in the Explanatory Memorandum. 15. Approval of 10% Placement Facility To consider and, if in favour, pass the following Resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, 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 Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.” Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 4 16. Appointment of Auditor To consider and, if in favour, pass with or without amendment, the following Resolution as an ordinary resolution: “That, for the purposes of section 327C(2) of the Corporations Act 2001 (Cth) and for all other purposes, William Buck (SA) of Level 6, 211 Victoria Square, Adelaide 5000, having consented in writing to act as auditors of the Company, be appointed as auditors of the Company.” 17. Conditional Board Spill Meeting The following Resolution is conditional upon at least 25% of the votes cast on the Resolution proposed in Resolution 1 (Remuneration Report) being cast against the adoption of the Remuneration Report. If required, to consider and, if in favour, pass the following Resolution as an ordinary resolution: “That: 1. An extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of the passing of this resolution; 2. All of the non-executive Directors in office when the Board resolution to approve the Directors’ Report for the financial year ended 30 June 2023 was passed, and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and 3. Resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of Shareholders at the Spill Meeting.” Note: If you do not want the Spill Meeting to take place – vote “Against” this Resolution. If you do want the Spill Meeting to take place – vote “For” this Resolution. Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 5 NOTES 1. Explanatory Memorandum The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting. 2. Voting exclusion statements Resolution 1 - the Company will disregard votes cast (in any capacity), by a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member, in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. However, a person described above may cast a vote if the vote is not cast on behalf of a person described above and either: (a) the voter does so as proxy appointed in writing that specifies how the proxy is to vote on the Resolution; or (b) the voter is the Chair of the meeting and the appointment of the Chair as proxy: (i) does not specify the way in which the Chair is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 5 - The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue of Options, the subject of this Resolution, or any associates of that person. However, this does not apply to a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • 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. Resolution 6 - The Company will disregard any votes cast in favour of this Resolution by or on behalf of any persons who participated in the issue of Shares, the subject of this Resolution, or any associates of that person. However, this does not apply to a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 6 • 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. Resolution 7 - The Company will disregard any votes cast in favour of this Resolution by Pure Asset Management Pty Ltd in its capacity as trustee for The Income and Growth Fund, or any person who will obtain a material benefit as a result of the proposed issued (except a benefit solely by reason of being a holder of Shares), or any associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by: • 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; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • 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. Resolution 8 - The Company will disregard any votes cast in favour of this Resolution 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 Options (except a benefit solely by reason of being a holder of Shares); or any associates of that person However, this does not apply to a vote cast in favour of this Resolution by: • 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; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • 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. Resolutions 9 (a), (b), (c), (d) and (e) - The Company will disregard any votes cast in favour of each of these Resolutions by or on behalf of each of Mr Martin Pretty, Mr Brandon Gien, Mr Georg Chmiel, Mr Saurabh Jain and Mr Simon Crowther or their nominee, in respect of the Resolution pertaining to the issuance of Shares and Options to each of them, and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of Shares); or any associates of those persons. However, this does not apply to a vote cast in favour of these Resolutions by: • a person as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with directions given to the proxy or attorney to vote on these Resolutions in that way; or • the Chair as proxy or attorney for a person who is entitled to vote on these Resolutions, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 7 • 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 these Resolutions; and o the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 10 - The Company will disregard any votes cast in favour of this Resolution by Veritas Securities Limited, or any person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares), or any associates of thar person. However, this does not apply to a vote cast in favour of the Resolution by: • 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; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • 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. Resolution 11 - The Company will disregard any votes cast in favour of this Resolution by Thorney Technologies Ltd and TIGA Trading Pty Ltd, or any person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of Shares), or any associates of those persons. However, this does not apply to a vote cast in favour of a resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair as proxy or attorney for a person who is entitled to vote on this 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. Resolution 12 - The Company will disregard any votes cast in favour of this Resolution by or on behalf of by a person who is eligible to participate in the Company’s Equity Incentive Plan or any associates of that person. However, this does not apply to a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • 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 Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 8 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will disregard votes cast as proxy by Key Management Personnel or their closely related parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party. For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if: • the person is the Chair of the meeting and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on the Resolution; and o 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; • it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; and • it is not cast on behalf of a related party or associate of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party. Resolutions 13 (a) and (b) – the Company will also disregard any votes cast in favour of these Resolutions by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Equity Incentive Plan, or any associates of that person. However, this does not apply to a vote cast in favour of these Resolutions by: • 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; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or • 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 these Resolutions; and o the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will disregard votes cast as proxy by Key Management Personnel or their closely related parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party. For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if: • • the person is the Chair of the meeting and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on the Resolution; and o 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; it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution; and • it is not cast on behalf of a related party or associate of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party. Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Road, Adelaide SA 5000 www.spacetalkwatch.com 9 Resolutions 14 (a), (b), (c), (d) and (e) - the Company will also disregard any votes cast in favour of these Resolutions by or on behalf of a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Equity Incentive Plan, or any associates of that person. However, this does not apply to a vote cast in favour of these Resolutions by: • 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; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or • 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 these Resolutions; and o the holder votes on these Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. The Company will disregard votes cast as proxy by Key Management Personnel or their closely related parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party. For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if: • • the person is the Chair of the meeting and the appointment of the Chair as proxy: o does not specify the way the proxy is to vote on the Resolution; and o 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; it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution; and • it is not cast on behalf of a related party or associate of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party. Resolution 15 - The Company will disregard any votes cast in favour of this Resolution 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 (except a benefit solely by reason of being a holder of Shares), or any associates of that person. However, this does not apply to a vote cast in favour of this Resolution by: • 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; or • the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or • 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. Spacetalk Ltd. (ASX:SPA) ABN 93 091 351