This Notice contains important information about eligibility to participate in the Energy Resources of Australia Ltd's Pro-Rata Renounceable Entitlement Offer (with rights trading) ("Offer") of new ERA fully paid ordinary shares (“New Shares”) and should be read carefully by Participants.

The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective Friday, 18 October 2024.

What do I need to do and by when?

Only “Eligible Shareholders” (as defined in the attachment to this Notice) are entitled to exercise “Entitlements”, which are scheduled to commence trading (on a deferred settlement basis) under ASX code ERARB on Friday, 18 October 2024. Eligible Shareholders that purchase Entitlements will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Entitlement Offer Information Line on 1300 264 756 (from within Australia) or +61 3 9415 4393 (from outside Australia) between 8.30am to 5.00pm (Sydney time) Monday to Friday during the Entitlement Offer period. Terms not defined in this Notice are defined in the Offer Information Booklet to be sent to Eligible Shareholders on Wednesday, 23 October 2024.

ERA reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Shareholder.

Entitlements will trade generally on ASX. However, if Entitlements are purchased in a transaction on ASX by a person that is not an Eligible Shareholder (each, an "Excluded Investor"), such Excluded Investors will not be entitled to exercise those Entitlements to subscribe for New Shares. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any Entitlements.

To ensure that foreign ownership restrictions can be monitored, that Excluded U.S. Investors do not acquire, hold or trade Entitlements and that Excluded Investors do not exercise any right to subscribe for New Shares, ASX Settlement has agreed:

(a)        to classify Entitlements as FOR Financial Products under the ASX Settlement Operating Rules and to include Entitlements in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)        to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to Entitlements.

The following conditions apply to Entitlements:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded Investor, as that term is defined, may exercise any right to subscribe for New Shares for any Entitlements they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade Entitlements.

ERA, as Issuer of the Entitlements, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

ERA’s Financial Products are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to Entitlements.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Shares for any Entitlements they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold Entitlements, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding Entitlements.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any Entitlements.

Participants should liaise with clients intending to purchase or hold Entitlements and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Shares and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any Entitlements. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

Entitlements cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by ERA as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

Need more information?

Issued by

Darren Tay, Equity Post Trade Operations

Contact information

Equity Post Trade Operations
1800 814 051
chesshelp@asx.com.au

Attachment - Definitions of “Eligible Shareholder”, "Ineligible Shareholder", "Excluded U.S. Investor" and "United States"

An "Eligible Shareholder" is a person who, as determined by the Issuer at its absolute discretion:

• is a registered holder of a Share as at the Record Date (being 7.00pm (Sydney time) Monday, 21 October 2024);
• has a registered address on the Issuer's share register in Australia, New Zealand, Hong Kong, Singapore or Switzerland or such other jurisdiction where the Issuer is satisfied that the person is eligible under all applicable laws to receive an offer under the Offer, as at the Record Date;
• is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Shares and are acting for the account or benefit of such person in the United States); and
• is eligible under all applicable securities laws to receive an offer under the Offer, provided that, if such a person (including a nominee or custodian) is acting for the account or benefit of a person in the United States, it may not participate in the Entitlement Offer on behalf of such a person.

An "Ineligible Shareholder" means any person who, as determined by the Issuer at its absolute discretion, is not an Eligible Shareholder, and for the avoidance of doubt includes an Excluded U.S. Investor. The Entitlement Offer is not being extended to Ineligible Shareholders.

An “Excluded U.S. Investor” means any person who, as determined by the Issuer at its absolute discretion, is in the United States or is acting for the account or benefit of a person in the United States.

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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