Important Notice:
The resolutions listed below are proposed discussion items only. By signing this form, you are not voting to approve these resolutions. You are simply confirming your support for convening a formal meeting with the FBR Management Team.
These resolutions are intended to guide the conversation at that meeting and may be revised, refined, or expanded based on shareholder input. This is not a final or exhaustive list.
RESOLUTION 1 – AUSTRALIA-ALIGNED GROWTH PLAN
That the Company must develop a domestic commercial growth plan tied to Australian housing initiatives, manufacturing incentives, and sovereign capability programs.
(Note: This plan was requested by Infrastructure WA leadership prior to financing discussions.)
Deadline: Within 45 days
RESOLUTION 2 – INTERNATIONAL DEPLOYMENT STRATEGY
That the Company must publish a strategy to deploy its technology in global humanitarian, post-conflict, and affordable housing markets, including actionable roadmaps and international engagement plans.
Deadline: Within 60 days
RESOLUTION 3 – PROFESSIONAL GLOBAL GROWTH PLAN
That the Company must engage an internationally recognized strategic consultancy to prepare a comprehensive global commercialization plan including revenue forecasts, staffing requirements, partnership targets, and market entry sequencing.
Deadline: Within 60 days
RESOLUTION 4 – IP VALUATION AND TRANSPARENCY
That the Company must engage a qualified, independent intellectual property valuation firm to assess the fair market value of its patent portfolio and disclose any prior IP valuations or assessments conducted in the past five years, to the extent permitted by law and contractual confidentiality obligations.
Deadline: Within 30 days
RESOLUTION 5 – IP SALES & LICENSE CONTROL
That no sale, assignment, transfer, or exclusive license of any core intellectual property (including patents, trademarks, and software) may occur unless:
(a) a fairness opinion is obtained from an independent valuation firm;
(b) full commercial terms are disclosed to shareholders, with redactions allowed for commercially sensitive terms; and
(c) a shareholder vote with at least 75% approval is conducted with no less than 60 days’ notice.
“Core IP” means technology related to autonomous bricklaying or system-critical software and hardware.
Deadline: Independent review initiated within 30 days; 60-day notice before vote
RESOLUTION 6 – NON-DILUTIVE FINANCING STRATEGY
That the Company must exhaust alternative funding strategies—including but not limited to R&D grants, export credits, prepayments, and asset-backed lending—prior to issuing equity or convertible securities. A report outlining such efforts shall be made public.
Deadline: Within 45 days
RESOLUTION 7 – CAPITAL RAISING TRANSPARENCY REQUIREMENTS
That the Company shall not undertake any future issuance of shares, options, or convertible instruments that would dilute existing shareholders unless it has first:
(a) Published an independent review assessing the financial, governance, and dilutionary impact of all prior placements since January 2023, including the May 6, 2025 issuance to Fidelity;
(b) Disclosed a forward-looking capital management strategy that outlines funding needs, dilution estimates, and the rationale for issuing new securities; and
(c) Provided a minimum 60-day disclosure period before any shareholder vote on new placements.
This resolution does not fetter directors’ duties under the Corporations Act and applies prior to any shareholder approval vote.
Deadline: Independent review within 30 days; 60-day notice before vote
RESOLUTION 8 – INDEPENDENT GOVERNANCE REVIEW
That the Company must commission a third-party governance audit to evaluate board composition, executive turnover, disclosure standards, and any breaches of fiduciary duty occurring since April 4, 2025. The full report must be shared with shareholders.
Deadline: Within 45 days
RESOLUTION 9 – SHAREHOLDER INTRODUCTION PLATFORM (RETAIL-LED)
That a formal submission system be implemented and administered by retail shareholders, allowing investors to propose partnerships, customers, and capital providers of opportunities that were driven by retail shareholders. FBR shall participate in a monthly, retail-hosted review of submissions (provided there are some) and respond publicly to each proposal to ensure transparency.
Public responses will be subject to ASX Listing Rule 3.1 and confidentiality restrictions.
Deadline: Portal setup within 30 days; Monthly review meetings required
RESOLUTION 10 – MONTHLY FINANCIAL TRANSPARENCY
That the Company must publish a financial update every month including:
(a) beginning and ending cash positions,
(b) insider-related payments,
(c) outstanding debt, and
(d) updated capital runway forecasts.
Deadline: Monthly reporting starting immediately
RESOLUTION 11 – SHAREHOLDER EDUCATION PERIOD
That any material vote (including EGM resolutions) must include a minimum 60-day educational period, during which full documentation and public Q&A forums must be made available to shareholders.
This resolution is subject to ASX Listing Rule 3.1 and does not restrict urgent disclosure or statutory obligations.
Deadline: Effective immediately
RESOLUTION 12 – THIRD-PARTY PLATFORM FOR EGM VOTING
That the Company must use an ASIC-compliant third-party platform to enable online voting, verified shareholder Q&A, and equitable access to meeting materials.
Deadline: Implementation within 30 days
RESOLUTION 13 – BLOCK TRANSFER MONITORING VIA CHESS
If any person or group acquires or transfers 5% or more of FBR shares in a single or combined CHESS-recorded transaction, the Company must:
– Notify all shareholders within 5 business days of the transaction being recorded by CHESS or becoming known to the Company; and
– Provide a short summary explaining any potential change in control or known links to major shareholders.
Deadline: Within 5 business days of awareness
RESOLUTION 14 – RECEIVERSHIP STANDSTILL AND RFP PROCESS
That the Company shall not initiate any voluntary administration, receivership, or insolvency action for a period of 180 days unless legally obligated to do so under the Corporations Act.
During this 180-day standstill period, the Company must:
– Disclose all existing debt obligations and repayment terms; and
– Launch a formal, public Request-for-Proposals (RFP) process to identify non-dilutive or strategic financing options that preserve shareholder value.
Nothing in this resolution requires the Company to trade while insolvent or breach directors’ duties under section 588G of the Corporations Act.
Deadline: Effective immediately; freeze in place for 180 calendar days unless legally overridden
RESOLUTION 15 – LEGAL ADVISOR FOR RETAIL SHAREHOLDERS
That shareholders holding at least 5% of issued capital may collectively appoint a qualified legal advisor to receive periodic access to board and contract documents for oversight purposes.
Such access will be subject to confidentiality agreements to preserve legal privilege and protect sensitive disclosures.
Deadline: Upon 5% support threshold being met
RESOLUTION 16 – COMPETITIVE BIDDING WINDOW FOR ACQUISITIONS
That if the Company receives a buyout, merger, or acquisition proposal, it must:
(a) Disclose the proposal within 2 business days in accordance with ASX Listing Rule 3.1, subject to LR 3.1A confidentiality exceptions; and
(b) Open a 45-day competitive bidding window before acceptance.
Deadline: Triggered upon receipt of offer
RESOLUTION 17 – TRANSPARENCY FOR 20% OWNERSHIP THRESHOLD
That any shareholder or coordinated group acquiring more than 20% of the Company’s voting shares must:
– Notify the board and ASIC in accordance with the substantial holding provisions of the Corporations Act; and
– Submit to an independent review of beneficial ownership structure and related-party affiliations within 10 business days of crossing the threshold.
Deadline: Immediate compliance upon reaching or exceeding the 20% threshold