• Whitehawk Limited will hold its Annual General Meeting (AGM) on May 20, 2025, at 9:00 am (AEST).
• The meeting will be held online, and shareholders can register via a provided link.
• Shareholders registered by 9:00 am (AEST) on May 18, 2025, are eligible to vote.
• The agenda includes receiving and considering the annual financial report for the year ended December 31, 2024.
• Shareholders will vote on the adoption of the remuneration report, which is advisory only.
• The meeting will also address the election of Giuseppe Porcelli as a director, who was appointed on March 11, 2025.
• Philip George will stand for re-election as a director.
• Shareholders will vote to ratify the prior issue of 6,666,667 shares to Lind Partners in February 2025.
• They will also vote to ratify the prior issue of 10,714,286 shares to Lind Partners in April 2025.
• Approval will be sought to issue future shares to Lind Partners under the 2024 Agreement.
• The company seeks approval of a 7.1A mandate to issue up to 10% of the company's issued capital.
• Shareholders will vote on the insertion of proportional takeover provisions in the constitution.
• The adoption of an Employee Incentive Securities Plan will be considered, with a maximum of 60,000,000 securities.
• Approval will be sought to increase the maximum securities under the company's Stock Appreciation Rights Plan.

Score: 6

Explanation: The document is primarily procedural, outlining the agenda for the AGM. While there are potential benefits from the employee incentive plans and the 7.1A mandate, there are also risks associated with potential dilution from future share issues. The sentiment is neutral to slightly positive.

• Whitehawk Limited's Annual General Meeting (AGM) is scheduled for May 20, 2025.
• Giuseppe Porcelli, appointed on March 11, 2025, will stand for election as a director.
• Philip George will stand for re-election as a director.
• Shareholders will vote to ratify the prior issue of 6,666,667 shares to Lind Partners in February 2025.
• Shareholders will vote to ratify the prior issue of 10,714,286 shares to Lind Partners in April 2025.
• The company seeks approval for a 7.1A mandate to issue up to 10% of its issued capital.
• The meeting will consider the adoption of an Employee Incentive Securities Plan with a maximum of 60,000,000 securities.
• Approval is sought to increase the maximum securities under the Stock Appreciation Rights Plan.

• The company is seeking shareholder approval for an Employee Incentive Securities Plan, which can help attract and retain key employees.
• The company is seeking shareholder approval to increase the maximum securities under the company's Stock Appreciation Rights Plan, which can help attract and retain key employees.
• The company is seeking shareholder approval for a 7.1A mandate, which would give the company more flexibility to raise capital in the future.

• The company is seeking shareholder approval to issue future shares to Lind Partners, which could dilute existing shareholders' ownership.
• The company has previously issued shares to Lind Partners at a discount to the market price, which could be seen as unfavorable to existing shareholders.

• The company's reliance on Lind Partners for financing could be a risk if Lind Partners' investment terms become unfavorable.
• The potential dilution of existing shareholders' ownership through future share issues is a risk.
• Failure to obtain shareholder approval for key resolutions could limit the company's flexibility in raising capital and implementing its strategic plans.

The company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for general working capital to support pipeline of cyber risk contract opportunities in Australia and the US.

• The Directors believe the information in the Explanatory Statement is material to shareholders in deciding how to vote.
• The Board considers that Giuseppe Porcelli will be an independent Director if re-elected.
• The Board considers that Philip George will be an independent Director if re-elected.

Whitehawk Limited operates in the cybersecurity industry, which is experiencing significant growth due to increasing cyber threats and the need for robust security solutions. The company's focus on AI/ML-based cyber risk SaaS and PaaS contract opportunities aligns with industry trends towards more sophisticated and automated security measures.

• Comparable companies in the cybersecurity sector, such as CrowdStrike and Palo Alto Networks, often utilize employee incentive plans to attract and retain talent.
• The use of convertible notes and share placements, such as those with Lind Partners, is a common financing strategy for small-cap companies in the technology sector.
• The proposed proportional takeover provisions are similar to those adopted by other ASX-listed companies to protect shareholder interests during takeover bids.

• Shareholders will be impacted by the resolutions regarding director elections, share issues, and constitutional amendments.
• Employees may benefit from the adoption of the Employee Incentive Securities Plan and the Stock Appreciation Rights Plan.
• The company's ability to raise capital and execute its strategic plans will impact its long-term prospects for all stakeholders.

• Shareholders should review the Notice of Meeting and Explanatory Statement carefully.
• Shareholders should consider seeking professional advice before voting on the resolutions.
• Shareholders should register to attend the online AGM and participate in the voting process.

• May 4, 2022: Shareholders approved the Company's Constitution.
• May 8, 2024: Previous approval from shareholders pursuant to Listing Rule 7.1A at its annual general meeting.
• August 7, 2024: Company announced it had entered into a subscription agreement with Lind Partners.
• October 17, 2024: Shareholders approved the issue of Shares to Lind Partners under Listing Rule 7.1.
• December 31, 2024: Financial year end for the annual financial report to be considered.
• February 25, 2025: Company issued 6,666,667 Shares to Lind Partners.
• March 11, 2025: Giuseppe Porcelli was appointed as an additional Director.
• April 4, 2025: Lind Partners gave notice to subscribe for $150,000 worth of Shares at the Variable Subscription Price.
• April 8, 2025: Company issued 10,714,286 Shares to Lind Partners.
• May 18, 2025: Shareholders must be registered by 9:00 am (AEST) to be eligible to vote at the meeting.
• May 20, 2025: Date of the Annual General Meeting at 9:00 am (AEST).