Results of 2025 Annual General Meeting

Rhea-AI Summary

Hot Chili (OTCQX:HHLKF / ASX:HCH) held its Annual General Meeting on 27 November 2025 and announced that all resolutions were passed on a poll.

Key outcomes included: adoption of the remuneration report; election and re-election of directors; re-approval of the Employee Incentive Plan; grant of service, STI and LTI performance rights; approval of auditor; and approval of an Additional Placement Facility. Poll results and proxy details were disclosed for each resolution, with final carried percentages ranging from the high 80s to mid-90s on major items.

Positive

• All resolutions were carried on a poll at the AGM
• Additional Placement Facility approved with 88.98% support
• Employee Incentive Plan re-approved with 90.76% support
• Grants of service and performance rights approved (Res 9–11)

Negative

• Resolution 13 (placement facility) recorded 11.02% opposition
• Re-election of Christian Easterday received 7.41% opposition
• Several director items recorded ~5.48% abstentions/proxy discretion

PERTH, Australia, Nov. 27, 2025 /PRNewswire/ - The Directors of Hot Chili Limited (ASX:HCH) (TSXV:HCH) (OTCQX:HHLKF) ("Hot Chili" or "Company") advises that at the Annual General Meeting of shareholders held today, all resolutions were passed on a poll.

In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act, details of both the poll and valid proxy votes received, are shown on the following page.

Authorised for release by the Company Secretary

For more information please contact:

Christian Easterday Managing Director & CEO – Hot Chili	Tel:          +61 8 9315 9009 Email:     admin@hotchili.net.au
Carol Marinkovich Company Secretary – Hot Chili	Tel:          +61 8 9315 9009 Email:     cosec@hotchili.net.au
Graham Farrell Investor & Public Relations	Email:     graham@hotchili.net.au

or visit Hot Chili's website at www.hotchili.net.au

Disclaimer: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Hot Chili Limited Annual General Meeting
Thursday, 27 November 2025
Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

Resolution details		Instructions given to validly appointed proxies (as at proxy close)				Number of votes cast on the poll (where applicable)			Resolution Result
Resolution	Resolution Type	For	Against	Proxy's Discretion	Abstain	For	Against	Abstain*	Carried / Not Carried
1 Adoption of Remuneration Report	Ordinary	44,571,611	1,316,948	2,764,422	833,104	47,807,221	1,316,948	833,104	Carried
		91.61 %	2.71 %	5.68 %		97.32 %	2.68 %
2 Election of Director - Mr Stuart Mathews	Ordinary	47,531,730	700,914	2,803,822	860,316	50,806,740	700,914	860,316	Carried
		93.13 %	1.38 %	5.49 %		98.64 %	1.36 %
3 Election of Director - Mrs Fiona Van Maanen	Ordinary	47,512,730	724,414	2,799,322	860,316	50,783,240	724,414	860,316	Carried
		93.10 %	1.42 %	5.48 %		98.59 %	1.41 %
4 Re-election of Director - Mr Christian Easterday	Ordinary	44,445,121	3,819,473	2,800,831	831,357	47,717,140	3,819,473	831,357	Carried
		87.04 %	7.48 %	5.48 %		92.59 %	7.41 %
5 Re-election of Director -Mr Roberto de Andraca Adriasola	Ordinary	45,357,217 88.83%	2,862,580 5.61%	2,837,628 5.56%	839,357	48,666,033 94.44%	2,862,580 5.56%	839,357	Carried
6 Re-election of Director - Mr Mark Jamieson	Ordinary	43,799,634	4,458,969	2,798,822	839,357	47,069,644	4,458,969	839,357	Carried
		85.78 %	8.74 %	5.48 %		91.35 %	8.65 %
7 Approval of Auditor	Ordinary	47,340,931	924,171	2,798,822	832,858	50,610,941	924,171	832,858	Carried
		92.71 %	1.81 %	5.48 %		98.21 %	1.79 %
8 Approval of issue of Shares to Mr Stuart Mathews, Non-Executive Chair	Ordinary	41,109,995 84.62%	4,620,302 9.52%	2,845,880 5.86%	909,908	44,427,063 90.58%	4,620,302 9.42%	909,908	Carried
9 Grant of Service Rights to Mrs Fiona Van Maanen, a Non-Executive Director, under the Employee Incentive Plan	Ordinary	43,365,323 89.37%	2,309,762 4.77%	2,842,188 5.86%	968,812	46,678,699 95.29%	2,309,762 4.71%	968,812	Carried
10 Grant of Service Rights to Mr Stuart Mathews, Non-Executive Chair, under the Employee Incentive Plan	Ordinary	43,358,144 89.36%	2,326,922 4.80%	2,832,207 5.84%	968,812	46,661,539 95.25%	2,326,922 4.75%	968,812	Carried
11 Grant of STI and LTI Performance Rights to Mr Christian Easterday, the Managing Director, under the Employee Incentive Plan	Ordinary	42,037,490 85.15%	4,499,067 9.12%	2,829,399 5.73%	120,129	45,338,077 90.97%	4,499,067 9.03%	120,129	Carried
12 Re-approval of Employee Incentive Plan and issue of Equity Securities under Employee Incentive Plan	Ordinary	40,793,291 84.85%	4,485,608 9.33%	2,798,822 5.82%	926,145	44,063,301 90.76%	4,485,608 9.24%	926,145	Carried
13 Approval of Additional Placement Facility	Special	42,450,120	5,659,580	2,767,922	1,019,160	45,689,230	5,659,580	1,019,160	Carried
		83.43 %	11.13 %	5.44 %		88.98 %	11.02 %

*	Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.

 

View original content:https://www.prnewswire.com/news-releases/results-of-2025-annual-general-meeting-302627533.html

SOURCE Hot Chili Limited

FAQ

What were the key outcomes of Hot Chili's AGM on November 27, 2025 (HHLKF)?

All resolutions were carried on a poll, including director elections, re-approval of the Employee Incentive Plan, grants of service and performance rights, and an Additional Placement Facility.

What vote percentage approved the Additional Placement Facility for Hot Chili (HHLKF)?

The Additional Placement Facility (Resolution 13) was carried with 88.98% of votes in favour on the poll.

Did Hot Chili re-approve its Employee Incentive Plan at the 2025 AGM (HHLKF)?

Yes. Re-approval of the Employee Incentive Plan (Resolution 12) was carried with 90.76% For on the poll.

Were performance and service rights approved for Hot Chili executives at the 2025 AGM (HHLKF)?

Yes. Grants of service rights and STI/LTI performance rights (Resolutions 9–11) were carried on the poll.

How much opposition did the re-election of Christian Easterday receive at Hot Chili's AGM (HHLKF)?

The re-election of Christian Easterday (Resolution 4) was carried with 92.59% For and 7.41% Against on the poll.

Where can investors find the detailed poll and proxy vote results for Hot Chili's 2025 AGM (HHLKF)?

The company disclosed poll and valid proxy vote details in the AGM results released on 27 November 2025 and on its website.