Full Press Release Details
Upcoming Special Meeting of Shareholders
Gelteq Limited (the Company) advises that
a Special Meeting will be held on Friday 19 June 2026 at 2:30pm (AEST) at G.60, 22 Alliance Lane, Clayton, Victoria, 3800, Australia,
and online via an electronic meeting platform accessible using the meeting access details set out in this Notice and via the website www.proxyvote.com,
together with any adjournment or postponement thereof (Meeting).
NOTICE OF MEETING AND EXPLANATORY STATEMENT
This Notice of Meeting and Explanatory Statement
(Notice) is available online and can be viewed and downloaded by the shareholders of the Company (Shareholders) from www.proxyvote.com.
In accordance with sections 110C-110K of the Corporations
Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy
of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice
and Proxy Form in hard copy.
This Notice is furnished to assist shareholders
in considering the business to be conducted at the Meeting. Shareholders should read this Notice of Meeting and Explanatory Statement
carefully and in its entirety before deciding how to vote on Resolution 1.
If you would like to request a copy of the material(s)
for this and/or future shareholder meetings, you may (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.
If sending an email, please include your control number (indicated below / on the enclosed proxy card) in the subject line. Unless requested,
you will not otherwise receive a paper copy.
The Company strongly encourages Shareholders
to lodge a directed proxy form prior to the Meeting.
A Shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend, participate and vote at the Meeting on the Shareholder's behalf. A proxy need not
be a Shareholder of the Company. A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion
or number of votes each proxy is appointed to exercise. If 2 proxies are appointed and the appointment does not specify the proportion
or number of the Shareholder's votes each proxy may exercise, each proxy may exercise one-half of the votes.
Shareholder queries in relation to the Meeting
Shareholders can contact the CEO, Nathan Givoni,
with any questions prior to the meeting via email at info@gelteq.com.au.
In the event it is necessary or appropriate for
the Company to make alternative arrangements for the Meeting, or to update online access or participation details for the Meeting, information
will be provided to Shareholders via the website www.proxyvote.com.
NOTICE OF SPECIAL MEETING
Notice is given that the Meeting will be held in person and online
| TIME : | 2:30pm AEST |
| DATE : | Friday 19 June 2026 |
| PLACE: | G.60, 22 Alliance Lane, Clayton, Victoria, 3800 |
ONLINE (VIA ZOOM): https://zoom.us/meeting/register/YP-vSf49Q8yfS9oQxxgx6A
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in
doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation
7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders
after the market closes on 15 May 2026.
BUSINESS OF THE MEETING
Explanatory Information
Approval of Issue of Shares on Conversion of
Convertible Notes for Nasdaq Listing Rule 5635(d) and Board Approval Purposes
The Company has entered into, and issued, a debt
financing arrangement (Financing) involving convertible notes (Notes) to an unrelated institutional investor (Noteholder) approved by
the Directors on 7 May 2026 (Closing Date), as detailed in the Report on Form 6-K filed with the U.S. Securities and Exchange Commission
(SEC) on 26 May 2026. Resolution 1 seeks shareholder approval to issue shares upon redemption or conversion of the Notes, including above
the 19.99% limit as provided for in Nasdaq Listing Rule 5635(d). The Company expects to use the proceeds from the Financing to support
its strategic initiatives, including:
The Directors believe the financing and the transactions
contemplated by the Notes will assist the Company in continuing to execute its growth and commercialisation strategy.
The Notes may convert into fully paid ordinary
shares in the Company (Shares) in accordance with their terms as outlined in the Report on Form 6-K as filed with the SEC on 26 May 2026.
Shares may become issuable under or in connection with the Notes in respect of all amounts payable or convertible under the Notes, including
principal, accrued interest, default interest, capitalised interest, fees, costs and any premium payable under the Notes, in each case
to the extent permitted by the terms of the Notes. The conversion provisions include pricing mechanisms such as discounts, valuation caps,
formulas or other adjustment mechanisms that determine the number of Shares to be issued upon conversion or otherwise in satisfaction
of amounts owing under the Notes which can be found in detail in the Report on Form 6-K as filed with the SEC on 26 May 2026.
The Noteholder is not a related party of the Company
for the purposes of Chapter 2E of the Corporations Act and, so far as the Directors are aware, is otherwise unrelated to the Company,
its Directors and its substantial shareholders. So far as the Directors are aware, the Noteholder has no associates for the purposes of
Chapter 6 of the Corporations Act other than its affiliates, if any, whose interests are required to be aggregated with the Noteholder
under the terms of the Notes or applicable law.
A summary of the material terms of the Notes is
as follows: the Notes constitute debt obligations of the Company, have a principal amount and maturity, bear interest and may include
default interest, fees, costs, premiums and other amounts payable in accordance with their terms, may be converted into Shares in accordance
with their terms, and may also give rise to the issue of Shares in connection with amounts payable or convertible under the Notes, including
principal, accrued interest, default interest, capitalised interest, fees, costs and premiums. The number of Shares issuable will depend
on the operation of the conversion formula and other terms of the Notes at the relevant time, including any applicable discount, valuation
cap, formula, adjustment or other pricing mechanism, and may be affected by customary anti-dilution or other adjustment provisions, events
of default, prepayment, waiver or amendment provisions and any contractual beneficial ownership limitation contained in the Notes. Depending
on how those terms operate over time, the issue of Shares under or in connection with the Notes may have a material dilutive effect on
existing shareholders and may affect the Company's control profile.
Purpose of the Proposal
The purpose of Resolution 1 is to obtain shareholder approval for
the purposes of Nasdaq Listing Rule 5635(d) and all other applicable purposes, including approval for:
Effect of the Proposal
If Resolution 1 is passed:
If Resolution 1 is not passed, the Company may be unable to proceed
with the second closing of the Notes pursuant to purchase agreement entered into in connection with Notes.
Shares Issuable Under or in Connection with
The number of Shares that may be issued under
or in connection with the Notes cannot be determined with certainty at the date of this Notice because it will depend on the terms of
the Notes, including where:
By way of illustration only, assuming:
The Notes contain a contractual beneficial ownership limitation which
restricts the Noteholder, together with its affiliates and any associates whose interests are required to be aggregated under the Notes
or applicable law, from beneficially owning more than 9.99% of the Company's issued and outstanding Shares at any given time.
Accordingly, the Noteholder is contractually restricted
from converting the Notes to the extent that such conversion would result in the Noteholder and the persons referred to in that limitation
beneficially owning more than 9.99% of the Company's issued and outstanding Shares at the relevant time.
On that basis, and taking into account assumptions
currently considered reasonable by the Directors regarding the operation of the Notes and the Company's capital structure, the maximum
voting power that may result from Shares issued under or in connection with the Notes is disclosed as 9.99% of the voting power in the
The disclosure above is based on the contractual
beneficial ownership limitation in the Notes. The actual number of Shares issued and the extent of dilution to existing shareholders may
differ depending on circumstances existing at the relevant time, including changes to the Company's issued share capital prior to