Australian Oilseeds Holdings Ltd

Class A Ordinary Shares. If the Reverse Share Split is approved by our shareholders at the Extraordinary General Meeting, promptly after the exact ratio of the Reverse Share Split is determined by our Board, the Company plans to issue a press release announcing the Effective Date of the Reverse Share. Except for adjustments that may result from the treatment of fractional shares as described below, each issued Class A ordinary share will automatically be changed, as of the Effective Date, into a fraction of a share based on the ratio approved and implemented by our Board. In addition, proportional adjustments will be made to the maximum number of shares issuable under, and other terms of, (i) our equity incentive plan, (ii) the number of shares issuable under our outstanding restricted share units and the number of shares issuable under, and the exercise price of, our outstanding options, and (iii) the number of shares issuable under, and the exercise price of, our outstanding warrants.

Except for adjustments that may result from the treatment of fractional shares of the Class A ordinary shares, as described below, because the Reverse Share Split would apply to all issued Class A ordinary shares, the implementation of the Reverse Share Split would not alter the relative rights and preferences of our existing shareholders nor affect any shareholder’s proportionate equity interest in the Company. For example, a holder of two percent (2%) of the voting power of the issued Class A ordinary shares immediately before the effectiveness of the Reverse Share Split will generally continue to hold two percent (2%) of the voting power of the issued Class A ordinary shares immediately thereafter. Moreover, the number of shareholders of record will not be affected by the Reverse Share Split.

The amendment effecting the Reverse Share Split will not change the terms of our Ordinary Shares. The shares of our Ordinary Shares issued upon effectiveness of the Reverse Share Split will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our issued Ordinary Shares. Our Ordinary Shares issued under the Reverse Share Split will remain fully paid and non-assessable.