Non-Binding Resolution 1 – Adoption of Remuneration Report• At...

Non-Binding Resolution 1 – Adoption of Remuneration Report

• At the previous 2018 AGM, a “first strike” was recorded for the purposes of Division 9 of Part 2G.2 of the Corporations Act – 44.9% of votes cast were against the Resolution for the adoption of the 2018 remuneration report.

• At this 2019 AGM, only 12.5% of votes were cast against the resolution for the adoption of the 2019 remuneration report, below the 25% threshold that would have resulted in a resolution to “spill” the entire Board. As such, Resolution 8, the “Spill Resolution”, was withdrawn.

Resolution 2 – Election of Director – Mr John Elkington

• Independent Chairman, Mr John Elkington, was re-elected a director with 91.6% of votes cast.

• Mr Elkington currently holds no shares in TNG. His explanation is that he has chosen to interpret “independent” as meaning to have no shareholding in TNG. This decision is based on the controversy surrounding the immediate past Chairman at the last meetings. It does not preclude him from changing his mind in future and deciding to buy shares – “that would be my decision”.

Resolution 6 – Approval of Extension to Repayment Date in relation to Shares Issued pursuant to the TNG Employee Share Plan – Mr Paul Burton

• A shareholder raised the concern that the price for each share in the explanatory notes on page 10 of the Notice of the Annual General Meeting was incorrect – it should be $0.143 instead of $0.089, and if that were the case then the total purchase price stated on page 10 would be incorrect and the technical information required by Chapter 2E of the Corporations Act on page 12 would be incorrect.

• Another shareholder raised the concern that the opportunity cost to the company stated on page 12 wasjust a “copy and paste” of the financial benefit stated on page 11, and did not consider that fact that the opportunity cost should include the broker capital raising fees that company would be required to pay to raise an amount equivalent to the amount lent to Mr Burton.

• After a short discussion, it was decided to conduct the poll of all the other resolutions; and during the counting of the poll (circa 30 minutes) the Board, management and advisors would discuss how to proceed. The Chairman asked those shareholders present that if the decision was to proceed with a vote, would they behappy to conduct the vote by a show of hands and not a poll. There were no voiced objections to this.

• After the TNG internal discussion had concluded, the Chairman announced that as the resolution wording was solely concerned with the extension of the loan – and did not contain any share price or total amount or financial benefit or opportunity cost figure – he would proceed to a vote by show of hands.

• The first shareholder objected as he believed that shareholders had not been given the correct information on which to base their vote.

• The second shareholder asked the Chairman to confirm that the company is in full compliance with Chapter 2E, particularly in compliance with all sections 217 to 227, of the Corporations Act.

• The Chairman deferred to the auditor KPMG who deferred to counsel. Counsel confirmed the company was in full compliance and that the Notice of Meeting and Explanatory Notes “had been reviewed by and approved by ASIC”.

• A vote was called, and the resolution passed on a show of hands by 7 to 2 (the first shareholder also voting “no” and the second shareholder abstaining).

Special Resolution 7 – Approval of 10% Placement Capacity

• If passed, this resolution would approve TNG placing up to 10% of its issued capital at up to a 25% discount to the 15-day volume weighted average share price, as per ASX Listing Rule 7.1A – without using TNG’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

• In the poll, votes cast in favour was 73.5%, short of the 75% required for the special resolution to pass.

• Chairman John Elkington expressed his disappointment that the special resolution did not succeed; and he denied that this was due to any lack of explanation of how Board or Management would conduct such a placement.