<< Chris Eger speaking >>

Good afternoon ladies and gentlemen.  My name is Chris Eger, and I am the Managing Director and Chief Executive Officer of Resolute Mining Limited. I would like to warmly welcome you all to our offices for Resolute's 2025 Annual General Meeting.

I thank you for taking the time to attend today and will now pass over to Andrew Wray, Chairman of Resolute, to open the meeting.

As it has turned 2.00pm, and I am informed that a quorum is present, I declare the meeting open.

<< Quorum = 2 or more members present and entitled to vote>>

I would now like to introduce my fellow directors:

·    Non-Executive Directors, Mr Adrian Reynolds, Mr Simon Jackson, Ms Sabina Shugg, Mr Keith Marshall and Ms Adrienne Parker; and

·    Mr Chris Eger, our Managing Director and Chief Executive Officer.

I would also like to introduce Resolute's executive team:

·    Bruce Mowat, our Executive General Manager - Exploration; and

·    Bianca Depres, our General Counsel.

I would also like to introduce Resolute's Company Secretaries:

·    Sam Wright, and Thomas May

I would also like to welcome Philip Teale, who is in attendance today representing Ernst & Young, the Company's auditors, and is available to take questions from shareholders.

Welcome and thank you also to Nicole Lewis, Rachel Crane and Leslie Ng as representatives of our share registry, Computershare, who is also in attendance today.

I note that no apologies have been received prior to the meeting. 

Are there any apologies to be noted?

In the interests of equitably representing the views of shareholders, we intend to call a poll in relation to each of the resolutions to be considered at this meeting.

The poll will be conducted at the end of the meeting.

Each person who signed in today will have received either a Green voting card, a Yellow card or a White card.

If you are holding a green voting card you, may vote and ask questions.

Those holding a Yellow card may only ask questions and cannot vote.

White cards are for visitors, who may not ask questions or vote.

I will outline the poll procedures prior to conducting the poll.

The results of the poll will be released to the Australian Securities Exchange after the meeting has concluded.

We refer you to the Notice of Meeting for details of voting exclusions on particular resolutions.  If you do not have a copy and would like one, please speak to one of the Computershare representatives in attendance now.

The proxies are available for inspection and the proxies received for each resolution will be shown on the screen.

Undirected proxies that default to the Chairman of the Meeting will be voted in FAVOUR of the resolutions, including where the resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

There will be an opportunity to ask questions relating to each resolution as it is considered.  Prior to asking a question, please raise your yellow or green card, state your name and whether you are a shareholder in your own right or are present as an attorney, proxy or corporate representative of a shareholder and the name of that shareholder.  Please ensure that questions pertain directly to the resolution being considered at that time. 

I have been advised by the Company Secretary that the Notice of Meeting has been properly circulated and I will therefore take the Notice of Meeting as read. 

If there is anyone who, for any reason, is unable to read the resolutions on the screen, please let me know, and I will be pleased to read each resolution aloud as it arises.

The minutes of the previous AGM were approved by the Board and signed by my predecessor.  A copy is available should any member wish to see them.

The first item on today's agenda relates to consideration of the Annual Report of the Company and its controlled entities for the year ended 31 December 2024, which includes the Financial Report, the Directors' Report and the Auditor's Report. 

It is not necessary to formally pass these reports however as shareholders have gathered here today, and we have the full Board and auditors in attendance, it is a convenient time to ask shareholders whether they wish to address any matters in those documents.

The Annual Report details the Company's approach to governance, disclosure issues and management.  It includes the remuneration report and it details the Company's approach to sustainability.

I now invite shareholders to comment or ask questions on the reports. Questions may also be asked of the auditors in relation to the conduct of the audit, the content of the audit report, accounting policies adopted by the Company and the independence of the auditor in carrying out the audit. 

If any shareholders have a question or comment, please raise your yellow or green card and begin by clearly stating your name.

<< Pause for questions >>

Any questions at all?

<< Pause for discussion >>

As I advised earlier, we will conduct a poll in relation to each of the Resolutions to be considered at this meeting.

The persons entitled to vote in each poll are:

·    all shareholders;

·    representatives and attorneys of shareholders; and

·    proxyholders,

who hold green voting cards and are not otherwise excluded from voting.

If you are here in more than one of those capacities, you will have been issued with as many green voting cards as you have separate capacities.

On this card you will find a series of boxes for voting.  Please indicate on your card how you wish to vote by ticking or marking the appropriate square for the respective resolution(s). You must mark either the 'For' , 'Against' or Abstain for your vote to count.

IF YOU HAVE ALREADY VOTED your proxy prior to this meeting, you do not need to vote again. If you have questions about this, please talk to one of the Computershare representatives present today.

If you are a proxyholder, a summary of the votes to which you are entitled has been provided with the green voting card. If you only have directed votes, you need to do nothing other than write your name, sign and submit the voting card. Votes at your discretion or 'open' votes are shown in the column titled "Open" on your 'proxy summary' and can be cast at your discretion by marking either for, against or abstain.

Once you have finished marking your card, please place it in one of the ballot boxes circulating the room after all resolutions have been read. If there are any aspects regarding the voting on which you are uncertain, please do not hesitate to ask the Computershare staff who will be circulating the ballot boxes after reading all resolutions.

We now move to Resolution 1 on the Agenda which relates to the adoption of the Remuneration Report for the year ended 31 December 2024.

There is a detailed explanation of this resolution in the Notice of Meeting, commencing on page 9.

I now move Resolution 1 as follows:

<< That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 31 December 2024 be adopted. >> 

The proxies received for Resolution 1 are displayed on the screen and show 96.68% of votes in favour of the Resolution.

Are there any questions or comments?

<< Direct any questions to Keith Marshall as Chair of Rem Co >>

If there are no [further] questions, I will now put the resolution to a poll.

Please complete your voting card for this resolution.

We now move to Resolution 3 on the Agenda which seeks approval for the re-election of Ms Sabina Shugg as a Director.

There is a detailed explanation of this resolution in the Notice of Meeting, commencing on page 9.

I now move Resolution 3 as follows:

<< That, Ms Sabina Shugg, a Director appointed in accordance with article 3.3 of the Constitution, who retires and is eligible for election pursuant to Listing Rule 14.4 and article 3.3(a) of the Constitution, and for all other purposes, is re-elected as a Director. >>

The proxies received for Resolution 3 are displayed on the screen and show 97.01% of votes in favour of the Resolution.

Are there any questions or comments?

<< Andrew Wray to answer any questions >>

If there are no [further] questions, I will now put the resolution to a poll.

Please complete your voting card for this resolution.

We now move to Resolution 4 on the Agenda which seeks approval for the election of Mr Andrew Wray as a Director.

There is a detailed explanation of this resolution in the Notice of Meeting, commencing on page 9.

I now move Resolution 4 as follows:

<< That, Mr Andrew Wray, a Director appointed in accordance with article 3.3 of the Constitution, who retires and is eligible for election pursuant to Listing Rule 14.4 and article 3.3(a) of the Constitution, and for all other purposes, is elected as a Director. >>

The proxies received for Resolution 4 are displayed on the screen and show 87.39% of votes in favour of the Resolution.

Are there any questions or comments?

<< Andrew Wray to answer any questions >>

If there are no [further] questions, I will now put the resolution to a poll.

Please complete your voting card for this resolution.

<< That, Mr Chris Eger, a Director appointed in accordance with article 3.3 of the Constitution, who retires and is eligible for election pursuant to Listing Rule 14.4 and article 3.3(a) of the Constitution, and for all other purposes, is elected as a Director. >>

The proxies received for Resolution 9 are displayed on the screen and show 99.82% of votes in favour of the Resolution.

Are there any questions or comments?

<< Andrew Wray to answer any questions >>

If there are no [further] questions, I will now put the resolution to a poll.

Please complete your voting card for this resolution.

We now move to Resolution 6 on the Agenda which seeks approval for the grant of FY25 performance rights to Mr Chris Eger.

There is a detailed explanation of this resolution in the Notice of Meeting, commencing on page 10.

I now move Resolution 6 as follows:

<< That, for the purposes of Listing Rules 10.14 and section 200E of the Corporations Act, and for all other purposes, Shareholders approve the issue of 4,618,283 Performance Rights to Mr Chris Eger (or his nominee) under the Plan, in accordance with the terms and conditions described in the Explanatory Memorandum. >>

The proxies received for Resolution 6 are displayed on the screen and show 99.33% of votes in favour of the Resolution.

Are there any questions or comments?

<< Andrew Wray to answer any questions >>

If there are no [further] questions, I will now put the resolution to a poll.

Please complete your voting card for this resolution.

We now move to Resolution 7 on the Agenda which seeks approval of potential termination benefits under the Plan

There is a detailed explanation of this resolution in the Notice of Meeting, commencing on page 15.

I now move Resolution 7 as follows:

<< That, for the purposes of Part 2D.2 of the Corporations Act, Listing Rule 10.19 and for all other purposes, approval be given to the Company to provide a benefit to each Key Officeholder under the Plan in connection with the person ceasing to hold that office, on the terms and conditions described in the Explanatory Memorandum. >>

The proxies received for Resolution 7 are displayed on the screen and show 99.22% of votes in favour of the Resolution.

Are there any questions or comments?

<< Andrew Wray to answer any questions >>

If there are no [further] questions, I will now put the resolution to a poll.

Please complete your voting card for this resolution.

Now that all resolutions have been read, please ensure you have completed your voting card per my earlier instructions and kindly lodge your voting cards in the ballot boxes circulating the room.

If you have any questions, please ask a Computershare representative.

Have all persons who intend to vote now voted?

<< pause >>

As it appears as though everyone has now voted, I declare the Poll closed.

Rather than adjourn the meeting, I will ask the Share Registry and our Company Secretary to calculate the poll results and to announce them to ASX when that is completed following close of the meeting.

<< Andrew Wray speaking >>

Thank you for your participation in today's Annual General Meeting.

I now declare the meeting closed.