Announcement PDF ASX : AXL | FSE : HN8 ACN: 665 921 273 832 High St Kew East VIC Australia 3102 www.axelreelimited.com.au investors@axelreelimited.com.au ASX ANOUNCEMENT ASX : AXL | FSE : HN8 16 October 2026 Notice of Annual General Meeting In accordance with the ASX Listing Rules, attached are the following documents relating to the 2026 Annual General Meeting of Axel REE Limited (ASX: AXL, FSE: HN8) to be held in person at 10.00am (AEDT) on Wednesday, 18 November 2026: ● Notice of Annual General Meeting; ● Voting Form; and ● Notice and Access Letter. This announcement was authorised by the Board of Directors. For enquiries regarding this release please contact: Dr Patience Mpofu Managing Director E: patience@axelreelimited.com.au Patrick Volpe Company Secretary E: companysecretary@axelreelimited.com.au About Axel REE Axel REE is a critical minerals exploration company which is primarily focused on developing the Caladão REE-Gallium and Caldas REE Projects in Brazil, the second largest country globally in terms of REE reserves. Axel is advancing a modular development concept at Caladão based on in-situ recovery (ISR) of ionic clay-hosted rare earth mineralisation using magnesium sulphate leaching. This approach aims to minimise surface disturbance and capital intensity by deploying modular hydrometallurgical plants within wellfields. In parallel, Axel is progressing metallurgical programs to unlock additional value from gallium and scandium within the near-surface oxidised profile. https://axelreelimited.com.au/link/PKBpJr Notice of Annual General Meeting NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM Axel REE Limited ACN 665 921 273 Date: Wednesday, 18 November 2026 Time: 10.00am (AEDT) Venue: GPT Space & Co Level 2.05 (Treasury) 530 Collins Street Melbourne VIC 3000 This Notice of Annual General Meeting, Explanatory Memorandum and Voting Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional adviser(s). 1 | P a g e Notice of Annual General Meeting NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting (AGM or Meeting) of Shareholders of Axel REE Limited (ACN 665 921 273) (Axel or Company) will be held at 10.00am (AEDT) on Wednesday, 18 November 2026 in person at GPT Space & Co, Level 2.05 (Treasury), 530 Collins Street, Melbourne VIC 3000. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that persons eligible to vote at the AGM are those who are registered Shareholders of the Company on 16 November 2026 at 10.00am (AEDT). Explanatory Memorandum The business to be considered at the Meeting is set out below. Information on the Resolutions to which the business relates is contained in the Explanatory Memorandum. The Explanatory Memorandum and the Proxy Form are part of this Notice. Defined terms Terms and abbreviations used in this Notice (including the Explanatory Memorandum) have the meaning given to them in the Glossary. Page | 2 AGENDA CONSIDERATION OF FINANCIAL STATEMENTS To receive and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2026, which includes the Financial Report, the Directors’ Report and the Auditor’s Report. Note: there is no requirement for Shareholders to approve these reports. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider, and if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act) and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2026.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. RESOLUTION 2 – ELECTION OF IAN REID AS A DIRECTOR To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, Ian Reid, having been appointed by the Board on 3 March 2026, retires in accordance with clause 15.3 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, being eligible, offers himself for election, be elected as a Director of the Company.” RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 and otherwise on the terms and conditions set out in the Explanatory Memorandum.” OTHER BUSINESS To consider any other business that may lawfully be brought forward in accordance with the Constitution of the Company or the Corporations Act. Further Information Shareholders should direct any questions to the Company Secretary at: companysecretary@axelreelimited.com.au. By order of the Board Patrick Volpe Company Secretary 16 October 2026 Page | 3 VOTING EXCLUSIONS AND RESTRICTIONS Voting Prohibition Statement: Resolution 1 – Adoption of Remuneration Report The vote on Resolution 1 is advisory only and does not bind the Directors of the Company. In accordance with sections 250BD(2) and 250R(4) of the Corporations Act, a vote on this Resolution must not be cast: (a) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member, regardless of the capacity in which the vote is cast; or (b) as a proxy by a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way 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 the proxy is to vote on the resolution; and (ii) 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 KMP for the Company or, if the Company is part of a consolidated entity, for the entity. Page | 4 EXPLANATORY MEMORANDUM This Explanatory Memorandum forms part of the Notice of Meeting and is intended to assist Shareholders in consideration of the business proposed at the AGM. The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting. The purpose of this Explanatory Memorandum is to provide information that the Board believes to be material to Shareholders including whether or not to approve the resolutions detailed in the Notice of Meeting. Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. In accordance with section 250JA of the Corporations Act, voting on each Resolution will be conducted by poll. Voting by proxy A Shareholder is entitled to appoint a proxy. The proxy need not be a Shareholder and can either be an individual or a corporation. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion, or number, of votes which each proxy is entitled to exercise. If no proportion or number is specified, each proxy may exercise up to half of the Shareholder’s votes. Shareholders and their proxies should be aware that: (a) if a proxy votes, they must cast all directed proxies as directed; and (b) any directed proxies which are not voted will automatically default to the Chair, which must vote the proxies as directed. To vote by proxy, you must complete and lodge the Proxy Form using 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 lodgment process please see the Online Proxy Lodgment Guide at https://investor.automic.com.au/#/loginsah By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 Your Proxy instruction must be received not later than 10.00am (AEDT) on Monday, 16 November 2026,being 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. For details on how to complete and lodge the Proxy Form, please refer to the instructions on the Proxy Form. Page | 5 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 power of attorney has already been provided 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. Failure to do so may result in you only being able to participate in the Meeting in the capacity of a visitor. Entitlement to vote In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that for the purposes of the Meeting all Shares will be taken to be held by the persons who held them as registered holders at 10:00am (AEDT) on 16 November 2026. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting. Questions Axel invites you to submit questions (relevant to the business of the AGM or in relation to the content of the Annual Financial Report for the year ended 30 June 2026) in writing to the Company or to the Company’s auditor, at the address below. Written questions must be received no later than 5:00pm (AEDT) on Wednesday, 11 November 2026: Email address: companysecretary@axelreelimited.com.au By mail to: The Company Secretary Axel REE Limited 832 High Street Kew East VIC 3102 During the AGM, the Chairman will aim to address as many of the more frequently raised Shareholder questions as reasonable. Please note that individual responses will not be sent to Shareholders. Page | 6 ORDINARY BUSINESS 1. FINANCIAL STATEMENTS AND REPORTS In accordance with section 317 of the Corporations Act and the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Statements, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2026 (Annual Report). You may access the Annual Report by visiting the Company’s website at https://axelreelimited.com.au/annual-reports. Shareholders will be given a reasonable opportunity at the AGM to ask questions and make comments on the Annual Report. There is no requirement for Shareholders to approve the Annual Report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 Background Pursuant to Section 250R(2) of the Corporations Act, Directors must put to the AGM a Resolution to adopt the Company’s Remuneration Report. The FY26 Remuneration Report is included in the Company’s Annual Report.Youmay access the Annual Report by visiting the Company’s website at https://axelreelimited.com.au/annual-reports. The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel including for the Directors of the Company. Shareholders will be given a reasonable opportunity at the AGM to comment or raise questions in relation to the FY26 Remuneration Report. The vote on this Resolution is advisory only and does not bind the Company. However, the Directors recognise the outcome of this Resolution as an indication of Shareholder sentiment in relation to the FY26 Remuneration Report. Under the Corporations Act 2001, if 25% or more of votes that are cast at the meeting are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on an additional resolution (a Spill Resolution) that a future meeting be held within 90 days of the Spill Resolution. At that further meeting, all of the Company’s Directors (other than any Managing Director) must go up for re-election. Less than 25% of the votes cast were cast against the ‘remuneration resolution’ at the 2025 AGM and therefore, there will be no requirement at this AGM for a Spill Resolution. 2.2 Board Recommendation and Voting Intention Noting that each Director has a personal interest in their own remuneration as set out in the Remuneration Report, the Board makes no recommendation for this Resolution. The Chairman of the Meeting intends to vote all available proxies in FAVOUR of this Resolution. Page | 7 3. RESOLUTION 2 – ELECTION OF IAN REID AS A DIRECTOR 3.1 Background Ian Reid was appointed Non-Executive Chairman of the Company on 3 March 2026. Mr Reid is an experienced geoscience executive with extensive subsurface and in-situ resource expertise, deep operational experience in Brazil, and a strong track record of value creation in the resources and energy sector. He previously spent nearly a decade leading the global geoscience function at ASX 200-listed Karoon Energy Ltd. (ASX: KAR). Mr Reid has over 40 years of international experience spanning petroleum, geothermal, and critical minerals across multiple jurisdictions, including Brazil. His Brazil-focused in-country expertise and subsurface technical capability is underpinned by more than a decade leading geoscience operations at Karoon Energy in Brazil’s Santos and Campos Basins. During this period, he oversaw exploration, appraisal and development programs, including subsurface evaluation supporting Karoon’s acquisition of a concession over the offshore Baúna oil field for US$380M (firm) plus US$285M in contingent consideration. In addition, he oversaw subsurface technical aspects for the sale of an interest in Karoon’s Australian North West Shelf gas fields to Origin Energy (ASX: ORG) for up to US$800M. Mr Reid also holds strong credentials in critical minerals innovation and technology commercialisation through geoscience consulting companies he co-founded. Prior roles include Exploration Director at AIM-listed Gold Oil Plc and senior technical roles with Shell International. Mr Reid holds a Bachelor of Science in Geology with First Class Honours and the Associateship of the Royal School of Mines from Imperial College London. Having regard to the ASX Corporate Governance Council published guidelines (4th edition), the Board considers that Mr Reid is an independent Director. 3.2 Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Reid will be elected as a Director and will continue in his role as Non- Executive Director. If this Resolution is not passed, Mr Reid will cease to be a Director at the close of the Meeting. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 3.3 Board Recommendation and Voting Intention The Board, other than Ian Reid, unanimously recommends that Shareholders vote in FAVOUR of this Resolution. The Chairman of the Meeting intends to vote all available proxies in FAVOUR of this Resolution. 4. RESOLUTION 3 – APPROVAL OF 10% PLACEMENT FACILITY 4.1 Background Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue or agree to issue in any 12 month period without the approval of its shareholders to 15% of its fully paid ordinary securities on issue at the start of that period, subject to certain exceptions in Listing Rule 7.2. This Page | 8 Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional capacity to issue Equity Securities under Listing Rule 7.1A. Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of 12 October 2026, the Company’s market capitalisation is $9,677,497. The Company is therefore an Eligible Entity and expects to remain an Eligible Entity as at the date of the Meeting. Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has two classes of quoted Equity Securities on issue, being Shares (ASX: AXL) and Options (ASX: AXLO). The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated as at the date of issue of the Equity Securities according to the following formula: (A x D) – E Where: A is the number of fully paid Shares on issue at the commencement of the relevant period: (i) plus the number of fully paid Shares issued in the relevant period under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17, plus the number of fully paid Shares issued in the relevant period on the conversion of convertible securities within exception 9, or under an agreement within exception 16, where the convertible securities were issued or agreed to be issued, or the agreement was entered into, before the commencement of the relevant period or was approved (or taken to have been approved) under ASX Listing Rule 7.1 or 7.4; (ii) plus the number of partly paid Shares that became fully paid in the relevant period; (iii) plus the number of any other fully paid Shares issued in the relevant period with approval under ASX Listing Rule 7.1 or 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval; and (iv) less the number of fully paid Shares cancelled in the relevant period. Note that “A” has the same meaning as in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity. The “relevant period” is the 12 month period immediately preceding the date of the issue or agreement to issue. D is 10%. E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under ASX Listing Rule 7.4. 4.2 Technical information required by Listing Rule 14.1A For this Resolution to be passed, at least 75% of votes cast by Shareholders present (in person or by proxy) and eligible to vote at the Meeting must be cast in favour of the Resolution. Page | 9 If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1. The exact number of Equity Securities that the Company may issue under the 7.1A Mandate will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 4.1 above). 4.3 Technical information required by Listing Rule 7.3A Required Information Details Period for which the 7.1A Mandate is valid The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; or (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking). Minimum price Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued. Use of funds The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for continued exploration expenditure on the Company’s current assets and/or projects, the potential acquisition of new resources, assets and investments (including expenses associated with such an acquisition), the development of the Company’s current business and general working capital. Risk of economic and voting dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. Page | 10 Required Information Details If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 12 October 2026. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Variable A in Listing Rule 7.1A.2 Dilution 50% decrease in Issue Price $0.028 Issue Price $0.055 100% increase in Issue Price $0.110 Current Variable “A” (175,954,487 Shares) 10% Voting Dilution 17,595,448 Shares 17,595,448 Shares 17,595,448 Shares Funds raised $492,673 $967,750 $1,935,499 50% increase in Variable “A” (263,931,731 Shares) 10% Voting Dilution 26,393,173 Shares 26,393,173 Shares 26,393,173 Shares Funds raised $739,009 $1,451,625 $2,903,249 100% increase in current Variable “A” (351,908,974 Shares) 10% Voting Dilution 35,190,897 Shares 35,190,897 Shares 35,190,897 Shares Funds raised $985,345 $1,935,499 $3,870,999 Note: The number of shares on issue (Variable A) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions: 1. There are currently 175,954,487 Shares on issue. Page | 11 Required Information Details 2. The issue price set out above is the closing market price of the Shares on the ASX on 12 October 2026 (being $0.055) (Issue Price). The Issue Price at a 100% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised. 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue. Allocation policy under 7.1A Mandate The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new Page | 12 Required Information Details investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable). Previous approval under Listing Rule 7.1A.2 The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its 2025 Annual General Meeting held on 26 November 2025 (Previous Approval). Previous Issues In the 12 months preceding the date of this Meeting and as at the date of this Notice, the Company has not issued or agreed to issue any Equity Securities under Listing Rule 7.1A (being nil, or 0% of the Equity Securities on issue at the commencement of that 12 month period), and does not intend to do so before the Meeting. Voting exclusion statement As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice. 4.4 Board Recommendation The Board believes that the 7.1A Mandate is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10%of the Company’s share capital during the next 12 months. Accordingly, the Board unanimously recommends that Shareholders vote in FAVOUR of this Resolution. The Chairman of the Meeting intends to vote all available proxies in FAVOUR of this Resolution. Page | 13 Glossary For the purposes of the Notice of Meeting and Explanatory Memorandum: $ means Australian dollars; 7.1A Mandate has the meaning set out in Section 4.1; AEDT means Australian Eastern Daylight Time; AGM or Annual General Meeting or Meeting means the Annual General Meeting of the Company to be held on Wednesday 18 November 2026; Annual Report means the Company’s annual financial report, including the directors’ report and auditor’s report for the year ended 30 June 2026; ASX means the ASX Limited; Board means the board of directors of the Company; Business Day means a week day on which banks are open for general banking business in Melbourne; Chairman means the individual elected to chair the Meeting of the Company; Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means: (a) a spouse or child of the member; or (b) a child of the member’s spouse; or (c) a dependant of the member or the member’s spouse; or (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or (e) a company the member controls; or (f) a person prescribed by the regulations for the purposes of this paragraph; Company, Axel or Axel REE Limited means Axel REE Limited ACN 665 921 273; Constitution means the governing rules of the Company approved by Shareholders from time to time; Corporations Act means Corporations Act 2001 (Cth); Directors means the directors of the Company from time to time; Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less; Equity Securities i