Kingsrose Mining Withdraws Non-Executive Director Fee Cap Resolution Ahead of 20 November AGM

Mukul

13 November 2026 10:39 AM AEDT

Kingsrose Mining Withdraws Non-Executive Director Fee Cap Resolution Ahead of 20 November AGM

Image Source: Krish Capital Pty Ltd

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Kingsrose Mining Limited (ASX:KRM) has withdrawn Resolution 9, which sought shareholder approval for an increase to the Non-Executive Director Fee Cap, from the agenda of its Annual General Meeting scheduled for 3:30pm AWST on Friday 20 November 2026, following feedback received from shareholders.

Key Points

Resolution 9 (Increase of Non-Executive Director Fee Cap) has been withdrawn and will not be put to shareholders at the AGM on 20 November 2026.
The Board determined it was appropriate to withdraw the resolution following consideration of feedback received from shareholders.
Resolutions 7(a) to (d) have been amended to remove an inadvertent reference to the Company's employee incentive scheme Plan, with no other changes to the substance of those resolutions.
The amended resolutions seek approval to issue 4,500,000 options each to Andrew Cooke, Daryl Corp, John Carlile, and James Withall (or their respective nominees), totalling 18,000,000 options.
Proxy forms must be lodged by 3:30pm AWST on Wednesday 18 November 2026 to be counted.

Withdrawal of Resolution 9 at the 20 November AGM

Kingsrose Mining disclosed that Resolution 9, relating to an increase of the Non-Executive Director Fee Cap as set out in the Notice of Annual General Meeting and Explanatory Memorandum dated 21 October 2026, has been withdrawn by the Board. The resolution will not be presented to shareholders at the AGM. The Company stated that the Board determined it was appropriate to withdraw the resolution following consideration of feedback received from shareholders. The withdrawal does not affect the validity of proxy forms already submitted in respect of the remaining resolutions, and any votes cast on Resolution 9 will be disregarded.

Amendment to NED Options Resolutions 7(a) to 7(d)

The Company also disclosed an amendment to Resolutions 7(a) to (d) inclusive, which seek shareholder approval to issue 18,000,000 options to a number of Non-Executive Directors or their nominees. The original Notice of Meeting contained an inadvertent reference to the Company's employee incentive scheme Plan. Kingsrose confirmed it does not intend to issue the NED Options under the Plan, and the reference was an inadvertent inclusion on page 2 of the Notice. The Company advised it intends to amend Resolutions 7(a) to (d) at the meeting to remove this reference, with all other aspects of those resolutions remaining unchanged.

Individual Option Allocations and Proxy Lodgement Deadline

Under the amended Resolutions 7(a) to (d), shareholder approval is sought pursuant to Listing Rule 10.11 and sections 195(4), 208 and 224 of the Corporations Act 2001 (Cth) for the issue of 4,500,000 options to each of Andrew Cooke, Daryl Corp, John Carlile, and James Withall, or their respective nominees. Shareholders who have already lodged a valid proxy and do not wish to change their vote are not required to take any further action. Shareholders wishing to change their vote may submit a further proxy form or attend and vote at the meeting online. The proxy lodgement deadline is 3:30pm AWST on Wednesday 18 November 2026.

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