Announcement PDF ABX GROUP LIMITED ACN 139 494 885 Notice of Extraordinary General Meeting Explanatory Statement and Proxy Form Date of Meeting: Thursday, 29 October 2026 Time of Meeting: 11:00 am (AEDT) The meeting will be held by live webcast via: Zoom webinar In accordance with the Corporations Act 2001 (Cth) which provides for permanent relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (“EGM Materials”) will be circulated unless Shareholders have elected to receive the EGM Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Market Announcements Platform and on the Company’s website https://abxgroup.com.au/announcements. This Notice of Extraordinary General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional advisor without delay. ABX GROUP LIMITED ACN 139 494 885 Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC, 3000. NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that the Extraordinary General Meeting of ABx Group Limited (the “Company”) will be held by video-conferencing facility on Thursday, 29 October 2026 at 11:00am (AEDT) (“Extraordinary General Meeting” or "Meeting" or “EGM”). The technology used to hold the Meeting virtually will provide ABx Shareholders with a reasonable opportunity to ask questions or make comments. Voting at the Meeting is occurring by way of poll rather than a show of hands. Each person entitled to vote is to be given the opportunity to vote in real time, and this Notice of Meeting includes information about how shareholders can participate in the Meeting. ABx Shareholders attending virtually will be taken for all purposes to be in attendance as if they were physically there. Shareholders are encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form. Shareholders who wish to participate in the EGM online may register in advance for the Meeting: https://vistra.zoom.us/webinar/register/WN_VOZGv2b4Sfm0weEAu7hdEw When: Thursday, 29 October 2026 at 11:00am (AEDT) Topic: ABX: Extraordinary General Meeting After registering, you will receive a confirmation email containing information about joining the Meeting. The Company strongly recommends its Shareholders to lodge a direct proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online. The Company is happy to accept and answer questions submitted prior to the Meeting by email to the Company Secretary Mathew Watkins, mathew.watkins@vistra.com. Where a written question is raised in respect to the key management personnel (“KMP”) of the Company and/or the Resolutions to be considered at the Meeting, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). Any Shareholder wishing to attend the EGM online should therefore monitor the Company’s website and its ASX announcements for any updates about the EGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Meeting, the Company will make further information available through the ASX website at https://www.asx.com.au/markets/company/ABX (ASX:ABX) and on its website at https://abxgroup.com.au/announcements. AGENDA ORDINARY BUSINESS Resolution 1: Ratification of Prior Share Issue Under September 2026 Placement To consider, and if thought fit, 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 issue of 64,516,129 fully paid ordinary shares in the Company at an issue price of $0.031 (3.1 cents) per share, to professional, sophisticated and other exempt investors as described in the Explanatory Statement.” Resolution 2: Approval to issue Free Attaching Options under September 2026 Placement To consider and, if thought fit, to 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 proposed allotment and issue of up to 32,258,065 Free Attaching Options in the Company in relation to the Placement, on the terms and conditions as set out in the Explanatory Statement." Resolution 3: Approval to Issue Shares and Free Attaching Options under September 2026 Placement to Ian Levy (and/or his nominee(s)) To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given to issue 3,225,806 fully paid ordinary shares at an issue price of $0.031 (3.1 cents) per Share and 1,612,903 Free Attaching Options in the Company to Ian Levy, Director of the Company, (or his nominee(s)), on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting." Resolution 4: Approval to Issue Shares and Free Attaching Options under Share Purchase Plan to Non- Related Parties To consider and, if thought fit, to 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 proposed allotment and issue of fully paid ordinary shares and Free Attaching Options in the Company in relation to the SPP, on the terms and conditions as set out in the Explanatory Statement." Resolution 5: Approval to Issue Shares and Free Attaching Options under Share Purchase Plan to Dr Mark Cooksey (or his nominee(s)) To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given to issue fully paid ordinary shares and Free Attaching Options in the Company to Dr Mark Cooksey, Managing Director of the Company, (or his nominee(s)), on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.” Resolution 6: Approval to Issue Shares and Free Attaching Options under Share Purchase Plan to Joycelyn Morton (or her nominee(s)) To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given to issue fully paid ordinary shares and Free Attaching Options in the Company to Ms Joycelyn Morton, Non-Executive Chair of the Company, (or her nominee(s)), on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.” Resolution 7: Approval to Issue Shares and Free Attaching Options under Share Purchase Plan Shortfall Placement To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue fully paid ordinary shares and Free Attaching Options in the Company on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.” Resolution 8: Ratification of Prior Share Issue to Alpine Capital To consider and, if thought fit, to 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 issue of 806,452 fully paid ordinary shares in the Company at an issue price of $0.031 (3.1 cents) per share to Alpine Capital Pty Ltd (or their nominees) on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.” Resolution 9: Approval to Issue Lead Manager Options to Alpine Capital To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 13,548,387 options in the Company to the Lead Manager (or their nominees) on the terms and conditions set out in the Explanatory Statement accompanying the Notice of Meeting.” Resolution 10: Approval to Issue Underwriter Options to Alpine Capital To consider and, if thought fit, to 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 proposed issue of Underwriter Options in the Company to Alpine Capital Pty Ltd (or their nominees), on the terms and conditions as set out in the Explanatory Statement." BY ORDER OF THE BOARD Mathew Watkins Company Secretary 24 September 2026 Notes 1. Entire Notice: The details of the Resolutions contained in the Explanatory Notes accompanying this Notice of Extraordinary General Meeting should be read together with, and form part of, the Notice of Meeting. 2. Record Date: The Company has determined that for the purposes of the Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Extraordinary General Meeting. Only those persons will be entitled to vote at the Extraordinary General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Extraordinary General Meeting. 3. Proxies (a) Votes at the Extraordinary General Meeting may be given personally or by proxy, attorney, or representative. (b) Each Shareholder has a right to appoint one or two proxies. (c) A proxy need not be a shareholder of the Company. (d) If a Shareholder is a company, it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act. (e) Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. (f) If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands. (g) A proxy must be signed by the Shareholder or their attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act. (h) To be effective, Proxy Forms must be received by the Company’s share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Extraordinary General Meeting, this is no later than 11:00am (AEDT) on Tuesday, 27 October 2026. Any proxy received after that time will not be valid for the scheduled Meeting. 4. Corporate Representative Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising them to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting. 5. Voting Exclusion Statement: Resolution 1 The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person who participated in the issue or who is a counterparty to the agreement being approved or any associates of that person or those persons. However, this does not apply to a vote cast in favour of this resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 2 The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person who is expected to be issued Options under Placement, or who will obtain a material benefit as a result of the issue of securities that are the subject of Resolution 2 (except a benefit solely by reason of being a holder of ordinary shares in the entity) or any associates of that person or those persons. However, this does not apply to a vote cast in favour of this resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 3 The Company will disregard any votes cast in favour of this Resolution (respectively and separately) by or on behalf of: (a) Ian Levy or any person(s) 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 entity), or (b) an associate of the person referred to in the preceding paragraph. However, this does not apply to a vote cast in favour of the resolution by: (a) 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 (b) 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 (c) holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4 The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who participated or who will obtain a material benefit as a result of the issue of securities that are the subject of Resolution 4 (except a benefit solely by reason of being a holder of ordinary shares in the entity), or any associates of that person or those persons. However, this does not apply to a vote cast in favour of this resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolutions 5 and 6 The Company will disregard any votes cast in favour of these Resolutions (respectively and separately) by or on behalf of: (a) Dr Mark Cooksey (Resolution 5) and Joycelyn Morton (Resolution 6) or any person(s) 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 entity), or (b) an associate of the person referred to in the preceding paragraph. However, this does not apply to a vote cast in favour of the resolution by: (a) 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 (b) 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 (c) holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 7 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 the Share Purchase Plan Shortfall Placement, or who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary shares in the entity), or any associates of that person or those persons. However, this does not apply to a vote cast in favour of a Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way, or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution, and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 8 The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person who participated (being Alpine Capital Pty Ltd) in the issue or who is a counterparty to the agreement being approved or any associates of that person or those persons. However, this does not apply to a vote cast in favour of this resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 9 The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person who participated or who will obtain a material benefit as a result of the issue of securities that are the subject of Resolution 9 being Alpine Capital Pty Ltd or their nominees (except a benefit solely by reason of being a holder of ordinary shares in the entity) or any associates of that person or those persons. However, this does not apply to a vote cast in favour of this resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 10 The Company will disregard any votes cast in favour on this Resolution by or on behalf of any person who participated or who will obtain a material benefit as a result of the issue of securities that are the subject of Resolution 10 being Alpine Capital Pty Ltd or their nominees (except a benefit solely by reason of being a holder of ordinary shares in the entity) or any associates of that person or those persons. However, this does not apply to a vote cast in favour of this resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) 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 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 6. Enquiries Shareholders are invited to contact the Company Secretary, Mathew Watkins on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents. EXPLANATORY STATEMENT Introduction This Explanatory Statement (“Statement”) is included in and forms part of the Notice of Extraordinary General Meeting. The purpose of this Statement is to provide Shareholders with information they require to make an informed decision on the resolutions. If you are in doubt as to how to vote, you should seek advice from your accountant, solicitor, tax advisor or other professional adviser prior to voting. It is important that you read this Statement in its entirety for a detailed explanation of the resolutions. Defined terms used in this Notice have the meanings given to them in the Glossary at the end of this Notice. The Notice incorporates and should be read together with this Statement. Background to Resolutions On 17 September 2026, the Company announced that it is undertaking a capital raising of approximately $4.1 million through a placement to professional and sophisticated investors and a fully underwritten Share Purchase Plan (SPP) for eligible shareholders. The Placement to raise $2.1 million comprises the issue of approximately 67.7 million fully paid ordinary shares (Placement Shares) at an issue price of $0.031 (3.1 cents) per share, together with approximately 33.8 million attaching options (Placement Options). The Placement Options will be issued on the basis of one option for every two Placement Shares subscribed for and issued, will be exercisable at $0.046 (4.6 cents) per share and will expire three years from the date of issue. The Placement Shares will be issued as follows: • 27,024,335 Placement Shares under the Company's existing placement capacity pursuant to ASX Listing Rule 7.1; • 37,491,794 Placement Shares under the Company's existing placement capacity pursuant to ASX Listing Rule 7.1A; and • 3,225,806 Placement Shares to a participating Director, subject to shareholder approval. Alpine Capital Pty Ltd (Alpine) acted as lead manager to the Placement. Alpine will receive a 3% management fee on all funds raised and a 3% selling fee on gross proceeds raised under the Placement, excluding funds raised under the Chair's List. Alpine will also receive approximately 13,548,387 Lead Manager Options on the same terms as the Placement Options also subject to shareholder approval. In addition to the Placement, the Company will undertake a fully underwritten SPP to raise $2.0 million from eligible shareholders with a registered address in Australia or New Zealand. Under the SPP, eligible shareholders will be offered the opportunity to subscribe for new fully paid ordinary shares (SPP Shares) at the lower of the Placement issue price or 95% of the VWAP of Shares traded on ASX over the five Trading Days up to and including the Closing Date, rounded down to the nearest $0.001. Participants in the SPP will also receive one free attaching new option (SPP Options) for every two SPP Shares subscribed for and issued. The SPP Options will be exercisable at $0.046 (4.6 cents) per share and expire three years from the date of issue. Eligible shareholders will be entitled to apply for up to A$30,000 worth of SPP Shares, with the SPP targeting proceeds of $2.0 million before costs. Full details of the SPP, including the potential scale-back of applications in the event of oversubscription, will be set out in the SPP Prospectus, which is expected to be despatched on or around 28 September 2026. Alpine Capital Pty Ltd (Underwriter) has agreed to fully underwrite the $2.0 million SPP. The Underwriter will receive a 3% management fee and a 3% selling fee on the underwritten amount, together with two options for every one share underwritten, with the options being issued on the same terms as the Company's existing quoted ABXO options. ORDINARY BUSINESS Resolution 1: Ratification of prior share issue under September 2026 Placement Background As outlined above, the Company is seeking shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 64,516,129 fully paid ordinary shares in the Company on 23 September 2026 at an issue price of $0.031 (3.1 cents) per share, to professional, sophisticated and other exempt investors under the Placement. The Shares were issued without shareholder approval from the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1 and 10% placement capacity pursuant to ASX Listing Rule 7.1A. ASX Listing Rules ASX Listing Rules 7.1 allow the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, unless one of the exceptions in ASX Listing Rule 7.2 applies. ASX Listing Rule 7.1A provides that a Company may seek shareholder approval at its annual general meeting to issue additional quoted securities up to 10% of its issued capital, provided that it is an eligible entity (Eligible Entity). An Eligible Entity is one that, as at the date of the relevant annual general meeting: • it must have a market capitalisation of $300 million or less. • it must not be included in the S&P/ASX 300 Index. At the time the approval was obtained (the Company’s last Annual General Meeting 26 May 2026), the Company was an Eligible Entity. Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rules 7.1 and 7.1A if the issue did not breach ASX Listing Rules 7.1 and 7.1A at the time and shareholders subsequently approve it of which it did not breach during the period. The Company now seeks Shareholder ratification of the issue pursuant to ASX Listing Rule 7.4 in order to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1 and 7.1A. If this Resolution is approved, the prior issue of 64,516,129 New Shares may be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1 and 7.1A. The Company will therefore have the flexibility, if required, to issue additional equity securities without the 64,516,129 New Shares counting towards the 25% threshold for the purposes of ASX Listing Rules 7.1 and