Berkeley Energia Limited | LSE / ASX / BdM: BKY | ABN: 40 052 468 569 | www.berkeleyenergia.com SALAMANCA Ctra SA 322 Km 30 37495 Retortillo, Salamanca Españ a | T: +34 923 193903 PERTH Level 9, BGC Centre, 28 The Esplanade Perth, WA 6000 | T: +61 8 9322 6322 | F: +61 8 9322 6558
OTRA INFORMACIÓN RELEVANTE
Berkeley Energia Limited (“Berkeley” o la “Sociedad”), en cumplimiento de lo previsto en el artículo 17 del Reglamento (UE) nº 596/2014 sobre abuso de mercado y en el 228 del Texto Refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Leg islativo 4/2015, de 23 de octubre, mediante el presente escrito informa sobre la convocatoria de la Junta General de Accionistas.
Se adjunta a continuación el texto íntegro de nota informativa para conocimiento de los accionistas de la Sociedad.
En Salamanca, a 09 de octubre de 202 6.
Ignacio Santamartina Aroca , representante, a efectos de notificaciones
Berkeley Energia Limited | LSE / ASX / BdM: BKY | ABN: 40 052 468 569 | www.berekeleyenergia.com SALAMANCA Carretera SA – 322, km 30, 37495 Retortillo, Salamanca , España | T: + 34 923 193 903 PERTH Level 9, 28 The Esplanade , Perth WA 6000 | T: +61 8 9322 6322 | F: +61 8 9322 6558 9 October 2026
Dear Shareholder,
BERKELEY ENERGIA LIMITED – NOTICE OF ANNUAL GENERAL MEETING
Berkeley Energia Limited (the Company ) advises that its Annual General Meeting ( Meeting ) will be held on Wednesday , 18 November 2026 at 11:00am (AWST) at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia 6000.
In accordance with 110D of the Corporations Act 2001 (Cth ), the Company will not be dispatching physical copies of the Notice of Meeting (unless a shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Act 2001 (Cth)).
A copy of the Notice of Meeting can be viewed and downloaded online as follows:
• the Company’s website: https://www.berkeleyenergia.com/investor -relations/announcements/ .
• the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “ BKY”; or • if you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.
A copy of a Proxy Form is enclosed for convenience.
The Company intends to hold a physical meeting. The Company will notify shareholders of any changes to this by way of an announcement and the details will also be made available on our website.
The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your stock broker, investment advisor, accountant, solicitor or other professional adviser.
You may also, prior to the Meeting, obtain a paper copy of the Notice of Meeting (free of charge) by contacting the Company Secretary on +61 8 9322 6322 or by sending an email to info@berkeleyenergia.com.au .
Holders of Depositary Interests should complete and sign a Form of Instruction, which will be sent separately to each Holder of Depositary Interests, and return it by the time and in accordance with the instructions set out in the Form of Instruction. Holders on the Spanish Stock Exchange should contact your brokers to submit your vote for Meeting . Holders of Depositary Interests and holders on the Spanish Stock Exchange will not be eligible to vote in person at the Meeting.
How do I update my communications preferences?
Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences with Computershare at https://www -
au.computershare.com/Investor/#Home or contact your broker.
Yours sincerely,
[signed electronically without signature]
Dylan Browne
Company Secretary
Berkeley Energia Limited
B E R K E L E Y E N E R G I A L I M I T E D
A C N 0 5 2 4 6 8 5 6 9
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 18 November 2026 at 11:00am (AWST)
This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stockbroker, investment advisor, accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 9322 6322.
Shareholders are urged to vote by lodging the Proxy Form attached to the Notice.
- 1 - BERKELEY ENERGIA LIMITED
ACN 052 468 569
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the annual general meeting of shareholders of Berkeley Energia Limited (ACN 052 468 569 ) (Company ) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 18 November 2026 at 11:00am (AWST) (Meeting ).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday , 16 November 202 6 at 5:00pm (AWST).
The Company advises that a poll will be conducted for all Resolutions.
Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1 .
AGENDA
Annual Report
To 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 .
1 Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non -binding resolution , the
following:
“That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum.”
Voting Exclusion
In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of :
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or (b) a Closely Related Party of such member.
However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either :
(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this
Resolution; or
(b) the person is the Chairperson voting an undirected proxy which expressly authorises the Chairperson to vote the proxy on a resolution connected with the remuneration of a member of the Key Management Personnel.
2 Resolution 2 – Re-election of Mr Adam Parker as a Director To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following :
“That, pursuant to and in accordance with Listing Rule 14.4, Article 7.3(b) of the Constitution and for all other purposes, Mr Adam Parker , Director, retires and being eligible, is re -elected as a Director on the terms and conditions in the Explanatory Memorandum .”
- 2 - 3 Resolution 3 – Election of Mr José Bogas Gálvez as a Director To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
“That, pursuant to and in accordance with Listing Rule 14.4 and Article 7.3(i) of the Constitution and for all other purposes, Mr José Bogas Gálvez , Director, who was appointed as a casual vacancy on 27 July 2026, retires and being eligible pursuant to Article 7.3(i) of the Constitution, is elected as a Director on the terms and conditions in the Explanatory Memorandum .”
BY ORDER OF THE BOARD
[signed electronically without signature]
Dylan Browne
Company Secretary
Dated: 9 October 202 6
- 3 -
BERKELEY ENERGIA LIMITED
ACN 052 468 569
EXPLANATORY MEMORANDUM
1 Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting on Wednesday, 18 November 2026 at 11:00am (AWST) .
This Explanatory Memorandum should be read in conjunction with, and forms part of, the Notice.
The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.
This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions :
Section 2: Action to be taken by Shareholders Section 3: Annual Report Section 4: Resolution 1 – Remuneration Report Section 5: Resolution 2 – Re-election of Mr Adam Parker as a Director Section 6: Resolution 3 – Election of Mr José Bogas Gálvez as a Director A Proxy Form is located at the end of the Explanatory Memorandum.
2 Action to be taken by Shareholders Shareholders should read the Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolutions.
2.1 Proxies
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in pe rson, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in the No tice) voting at the Meeting in person.
Please note that:
(a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a Shareholder; and (c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.
Proxy Forms must be received by the Company no later than 11:00am (AWST) on Monday, 16 November 202 6, being at least 48 hours before the Meeting.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
2.2 Form of Instruction Holders of depositary interests should complete and sign a separate Form of Instruction and return it by the time and in accordance with the instructions set out in the Form of Instruction. Holders on the Spanish Stock Exchange should contact their brokers to submit their vote for the Meeting . Holders of
- 4 - depositary interests and holders on the Spanish Stock Exchange will not be eligible to vote in person at the Meeting .
2.3 Voting Prohibition by Proxy holders (Remuneration Report) In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or (b) a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:
(a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or (b) the person is the Chairperson voting an undirected proxy which expressly authorises the Chairperson to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
A vote on Resolution 1 must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.
However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:
(a) the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution
1; or
(b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on Resolution 1, but expressly authorises the Chairperson to exercise the proxy even if Resolution 1 is connected with the remuneration of a member of the Key Management Personnel.
3 Annual Report In accordance with section 317(1) of the Corporations Act, the Annual Report for the financial year ended 30 June 2026 must be laid before the Meeting.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at www.berkeleyenergia.com ;
(b) ask questions about, or comment on, the management of the Company; and (c) ask the Auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.
In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Auditor about:
(a) the preparation and contents of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial
statements; and
(d) the independence of the Auditor in relation to the conduct of the audit, may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office .
- 5 - 4 Resolution 1 – Remuneration Report In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which
sets out:
(a) the Company's remuneration policy; and (b) the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors or the Company.
Pursuant to the Corporations Act, Shareholders will have the opportunity to remove the whole Board except the Managing Director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meeting s.
If a resolution on the Remuneration Report receives a Strike at two consecutive annual general meeting s, the Company will be required to put to Shareholders at the second annual general meeting , a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re -election.
The Company's Remuneration Report did not receive a Strike at the 20 25 annual general meeting.
Please note, if the Remuneration Report receives a Strike at the Meeting and if a second Strike is received at the 202 7 annual general meeting, this may result in the re -election of the Board.
The Company is a small, listed exploration entity with limited resources and a small number of Directors (due to the nature and size of the Group ). Due to this , the Company’s Remuneration and Nomination Committee ( Remcom ) is chaired by an independent Director, Mr Adam Parker , with the other current Remcom member being Mr Robert Behets and Mr José Bogas Gálvez , Director s. The role of the Remcom is to determine remuneration of the Company and approve awards under the Equity Incentive Plan. Further details of the Re mcom can be found in the Annual Report.
The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson 's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
5 Resolution 2 – Re-election of Mr Adam Parker as Director
5.1 General
In accordance with Listing Rule 14.4 and Article 7.3(b) of the Constitution , a Director must not hold office (without re -election) pa st the third annual general meeting following the D irector 's appointment or 3 years, whichever is longer.
Article 7.3(f) of the Constitution provides that a Director who retires from office under Article 7.3(b) is eligible for re -election.
Details of the qualifications and experience of Mr Adam Parker are in the Annual Report.
Mr Parker was previously re -elected by Shareholders at the Company's annual general meeting held on 21 November 202 3.
Resolution 2 provides that Mr Parker retires at the Meeting and, being eligible, offers himself for re -
election.
Resolution 2 is an ordinary resolution.
- 6 - The Chairperson intends to exercise all available proxies in favour of Resolution 2.
5.2 Board Recommendation The Board (excluding Mr Adam Parker ) supports the re-election of Mr Parker and recommends that Shareholders vote in favour of Resolution 2.
6 Resolution 3 – Election of Mr José Bogas Gálvez as a Director
6.1 General
Article 7.2(b) of the Constitution gives the Directors authority to appoint a person to fill a casual vacancy at any time . Mr José Bogas Gálvez (Mr José Bogas ) was appointed a non -executive Director on 27 July 2026.
Article 7.3(i) of the Constitution states that a Director appointed under Article 7.2(a) may retire at the next general meeting and is eligible for election at that meeting.
Article 7.3(j) of the Constitution states that unless a Director appointed under Article 7.2(a) has retired under Article 7.3(i) that Director must retire at the next Annual General Meeting and is eligible for re -
election. Accordingly, Mr Bogas will retire as a Director at the Meeting and being eligible seeks to be elected as a Director.
Details of the qualifications and experience of Mr Bogas are in the Annual Report.
Resolution 3 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour o f Resolution 3.
6.2 Board Recommendation The Board unanimously recommends that Shareholders vote in favour of Resolution 3.
- 7 - Schedule 1
Definitions
In the Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa.
$ or A$ means Australian Dollars.
Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2026.
Article means an article of the Constitution.
ASX means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited .
Auditor means the Company's auditor from time to time.
Auditor's Report means the Auditor's report on the Financial Report.
AWST means Australian Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors of the Company.
Chairperson means the person appointed to chair the Meeting convened by the Notice.
Closely Related Party means in relation to a member of a Key Management Personnel:
(a) a spouse or child of the member; or (b) has the meaning given in section 9 of the Corporations Act.
Company means Berkeley Energia Limited ACN 052 468 569.
Constitution means the constitution of the Company as at the commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Equity Incentive Plan means the Berkeley Energia Limited Employee Incentive Plan.
Explanatory Memorandum means this explanatory memorandum which forms part of the Notice.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Group means the Company and its Related Bodies Corporate.
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Listing Rules means the listing rules of ASX.
Managing Director means the managing director of the Company.
Meeting has the meaning given to that term in the introductory paragraph of the Notice.
Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.
Proxy Form means the proxy form attached to the Notice.
Related Body Corporate means a related body corporate within the meaning given in section 9 of the Corporations Act and includes and associated entities.
Remcom has the meaning given in Section 4.
Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.
Resolution means a resolution proposed pursuant to the Notice.
Schedule means a schedule to this Explanatory Memorandum.
Section means a section of this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of one or more Share s.
Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.
BERKELEY ENERGIA LIMITED
ACN 052 468 569
P R O X Y F O R M
The Company Secretary Berkeley Energia Limited
By delivery: By post: By email: By facsimile:
Level 9, 28 The Esplanade PO Box Z5083 voting@berkeleyenergia.com +61 8 9322 6558
PERTH WA 6000 PERTH WA 6831
Name of Shareholder:
Address of Shareholder: Fghjf
Number of Shares entitled to vote:
Please mark to indicate your directions. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting. Further instructions are provided overleaf.
Step 1 – Appoint a Proxy to Vote on Your Behalf I/we being Shareholder/s of the Company hereby appoint:
The Chairperson
(mark box) OR if you are NOT appointing the Chairperson as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairperson, as my/our proxy to act generally on my/our behalf and to vote in accordance with the following directions (or if no directions have been giv en, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Berkeley Energia Limited to be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 18 November 2026 at 11:00am (AWST) and at any adjournment or postponement of such meeting. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is [ ]% of the Shareholder's votes / [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).
Important – Chairperson authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairperson of the Meeting as my/our proxy (or the Chairperson becomes my/our proxy by default), I/we expressly authorise the Chairperson to exercise my/our proxy on Resolution s 1 and 3 (except where I/we have indicated a different voting intention below) even though Resolution s 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairperson. If the Chairperson of the Meeting is (or becomes) your proxy you can direct the Chairperson to vote for or against or abstain fr om voting on Resolution s 1 and 3 by marking the appropriate box in step 2 below.
Step 2 – Instructions as to Voting on Resolutions The proxy is to vote for or against the Resolutions referred to in the Notice as follows:
For Against Abstain* Resolution 1 Remuneration Report Resolution 2 Re-election of Mr Adam Parker as a Director Resolution 3 Election of Mr José Bogas Gálvez as a Director *If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf and your vo tes will not be counted in computing the required majority on the poll.
The Chairperson of the Meeting intends to vote all available and undirected proxies in favour of each Resolution.
Step 3 – Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.
Individual or Shareholder 1
Shareholder 2
Shareholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
_____________________________________ _________________________________ _______________________________ Contact Name Contact Daytime Telephone Date
Proxy Notes:
A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend an d vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appo inted to exercise.
If such proportion or number of votes is not specified each proxy m ay exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.
If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.
You must sign this form as follows in the spaces provided:
Joint Holding: where the holding is in more than one name all of the holders must sign.
Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.
If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative " should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.
Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimi le which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be depos ited at or received by electronic email or by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Bo x Z5083, Perth, WA, 6831 or by email at voting@berkeleyenergia.com or by facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting ( AWST).