Announcement PDF ASX RELEASE | ASX:EAU Annual General Meeting Notice Engage with this announcement at http://www.eaulithium.com Dear Shareholder, EAU Lithium Ltd (the Company) will be holding its annual general meeting of shareholders at 1:00pm (WST) on 27 November 2026 (Meeting) at Level 1, 1 Alvan Street, Subiaco, 6008. In accordance with the section 110D of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has elected to receive notices of meeting in hard copy only pursuant to section 110E, or who otherwise requests a hard copy. The Notice can be viewed online and downloaded via: • the Company’s website at https://eaulithium.com/asx-announcements; • the Company’s ASX platform at https://www.asx.com.au/markets/company/EAU; or • if the shareholder has nominated an email address and has elected to receive electronic communications from the Company, the link sent by the Company to the shareholder’s nominated email address. A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Xcend Pty Ltd by: Post to: Xcend Pty Ltd, PO Box R1905, Royal Exchange NSW 1225. Proxy votes may also be lodged online using the following link: https://investor.xcend.app/sha Your proxy voting instruction must be received by 1:00pm (WST) on 25 November 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Xcend Pty Ltd on +61 (2) 8591 8509. If any updates are required to be given in relation to the Meeting, the Company will advise Shareholders by way of announcement on ASX, and the details will also be made available on our website at https://eaulithium.com/. The Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting, as detailed above. ASX RELEASE | ASX:EAU This announcement has been authorised for release by the Board of EAU Lithium Limited. For further information please contact: Australia and Bolivia Germany and Europe Jacinta Martino Investor Relations Matthew Reynolds Investor Relations Jacinta.martino@eaulithium.com investors@eaulithium.com EAU Lithium Limited ACN 648 890 126 Notice of Annual General Meeting The Annual General Meeting of the Company will be held as follows: Time and date: 1:00pm (AWST) on Friday, 27 November 2026 In-person: Level 1, 1 Alvan Street, Subiaco WA 6008 The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified adviser prior to voting. Should you wish to discuss any matter, please do not hesitate to contact the Company by telephone on (08) 9388 3742. Shareholders are urged to vote by lodging the Proxy Form Page 2 EAU Lithium Limited ACN 648 890 126 (Company) Notice of Annual General Meeting Notice is hereby given that the annual general meeting of Shareholders of EAU Lithium Limited ACN 648 890 126 (Company) will be held at Level 1, 1 Alvan Street, Subiaco WA 6008 on Friday, 27 November 2026 at 1:00pm (AWST) (Meeting). 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 as Shareholders on Wednesday, 25 November 2026 at 4.00pm (AWST). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice. Terms and abbreviations used in the Notice are defined in Schedule 1. Agenda 1 Annual Report To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2026, which includes the Financial Report, the Directors' Report and the Auditor's Report. Note: there is no requirement for Shareholders to approve the Annual Report. 2 Resolutions Resolution 1 – Remuneration Report To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: ‘That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the Explanatory Memorandum.’ Note: a vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Director – Leo Horn To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, in accordance with Article 7.2(a) of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Leo Horn, retires and being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.’ Page 3 Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: ‘That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.’ Resolution 4– Re-approval of Employee Securities Incentive Plan To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: ‘That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders re-approve the existing employee incentive scheme of the Company known as the ‘EAU Lithium Limited Employee Securities Incentive Plan’ (Plan) and the issue of up to 24,200,000 Securities under the Plan, on the terms and conditions in the Explanatory Memorandum.’ Resolution 5 – Approval of potential termination benefits under the Plan To consider and, if thought fit, to pass without or without amendment, as an ordinary resolution the following: ‘That, conditional on Resolution 4 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.’ Voting exclusions Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of: (a) Resolution 3 if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates; and (b) Resolution 4: by or on behalf of a person who is eligible to participate in the Plan or any of their respective associates. The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; (b) the Chair as proxy or attorney for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or Page 4 (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting prohibitions Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel. Resolution 4 and Resolution 5: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on these Resolutions if: (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though the relevant Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Further, in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 5 must not be cast by any participants or potential participants in the Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement. However, a vote may be cast by such a person if: (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and (b) it is not cast on behalf of the person or an associate of the person. Page 5 If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. BY ORDER OF THE BOARD Mr Lewis Flynn Joint Company Secretary EAU Lithium Limited Dated: 16 October 2026 Page 6 EAU Lithium Limited ACN 648 890 126 (Company) Explanatory Memorandum 1. Introduction The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 1, 1 Alvan Street, Subiaco WA 6008 on Friday, 27 November 2026 at 1:00pm (AWST). The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 2 Action to be taken by Shareholders Section 3 Annual Report Section 4 Resolution 1 – Remuneration Report Section 5 Resolution 2– Re-election of Director – Leo Horn Section 6 Resolution 3 – Approval of 10% Placement Facility Section 7 Resolution 4 – Re-approval of Employee Securities Incentive Plan Section 8 Resolution 5– Approval of potential termination benefits under the Plan Schedule 1 Definitions Schedule 2 Summary of material terms of the Plan A Proxy Form is located at the end of the Explanatory Memorandum. Page 7 2. Action to be taken by Shareholders Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 Voting in person To vote in person, attend the Meeting on the date and at the place set out above. 2.2 Voting by a corporation A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed. 2.3 Voting by proxy A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; (c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Page 8 Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's members; (b) the appointed proxy is not the chair of the meeting; (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA on the resolution; and (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting. 2.4 Chair's voting intentions If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 4 and Resolution 5 even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel. The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made. 2.5 Submitting questions Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Joint Company Secretaries at lewis.flynn@lcpgroup.com.au by no later than 5 Business Days before the Meeting. Shareholders will also have the opportunity to submit questions during the Meeting in respect of the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair. The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold). 3. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2026. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: Page 9 (a) discuss the Annual Report which is available online at https://eaulithium.com/asx- announcements; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor or their representative questions about: (i) the conduct of the audit; (ii) the preparation and content of the Auditor's Report; (iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; (iv) the policies adopted by the Company in relation to the preparation of any sustainability reports the Company was required to prepare; and (v) the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, Shareholders may submit written questions to the Chair about the management of the Company, or to the Company's auditor about: (a) the content of the Auditor's Report; and (b) the conduct of the audit, no later than five business days before the Meeting to the Company Secretary at the Company's registered office. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. 4. Resolution 1 – Remuneration Report 4.1 General In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2026 in the Annual Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any). Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. Page 10 The Company's Remuneration Report did not receive a Strike at the 2025 annual general meeting held on 6 November 2025. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2027 annual general meeting, this may result in the re-election of the Board. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report. 4.2 Additional information Resolution 1 is an ordinary resolution. Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution. 5. Resolution 2 – Re-election of Director – Leo Horn Article 7.2(a) of the Constitution and Listing Rule 14.4 both provide that a director (excluding the managing director) must not hold office without re-election past the third annual general meeting following that director’s appointment or three years, whichever is longer. Article 7.3 of the Constitution provides that a director who retires in accordance with Article 7.2(b)(iii) of the Constitution holds office until the conclusion of the meeting at which that director retires but is eligible for re-election and that re-election takes effect at the conclusion of the meeting. Leo Horn was elected as a Director at the Company’s annual general meeting held on 31 October 2023. Mr Horn has agreed to retire at this Meeting and, being eligible, seeks re-election pursuant to this Resolution 2. If Resolution 2 is approved, Mr Horn will be re-elected as a Director of the Company with effect from the conclusion of the Meeting. If Resolution 2 is not approved, Mr Horn will retire at the conclusion of the Meeting and will not be re-elected as a Director of the Company. 5.1 Leo Horn Leo Horn is a technical geologist with over 21 years’ experience in the exploration and mining industry for precious, base and rare earth metals, diamonds and uranium across Australia, Asia, North and South America and Africa. During that time Mr Horn has contributed to several significant discoveries including leading the team that delineated several large, high grade uranium resources in the prolific Athabasca Basin of Canada. In addition to key exploration management roles, Mr Horn has extensive experience in executive officer positions in which he has developed valuable corporate finance, marketing and capital raising experience. Mr Horn holds a Bachelor of Science with Majors in Geology & Geomorphology and Honours in Geology from the University of Western Australia and is a member of the Australian Institute of Geoscientists. Mr Horn is a director of Lodestar Battery Metals Corp. Mr Horn does not currently hold any other material directorships, other than as disclosed in this Notice. Page 11 If elected, Mr Horn is considered by the Board (with Mr Horn abstaining) to be an independent Director. Mr Horn is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party. Mr Horn has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director. 5.2 Board recommendation The Board (other than Mr Horn who has a personal interest in the outcome of Resolution 2) supports the re-election of Mr Horn on the basis that Mr Horn’s in-depth knowledge and understanding of the Company and its business, and his continuing role as a member of the Board will benefit the Company. 5.3 Additional information Resolution 2 is an ordinary resolution. The Board (other than Mr Horn who has a personal interest in the outcome of Resolution 2) recommends that Shareholders vote in favour of Resolution 2. 6. Resolution 3 – Approval of 10% Placement Facility 6.1 General Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1. Resolution 3 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 6.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) below). If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval in Listing Rule 7.1. 6.2 Listing Rule 7.1A (a) Is the Company an eligible entity? Page 12 An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $26.6 million, based on the closing price of Shares ($0.11) on 15 October 2026. (b) What Equity Securities can be issued? Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the eligible entity. As at the date of the Notice, the Company has on issue one quoted class of Equity Securities, being Shares. (c) How many Equity Securities can be issued? Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula: (A x D) – E Where: A = is the number of Shares on issue at the commencement of the Relevant Period: (A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17; (B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; (C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (1) the agreement was entered into before the commencement of the Relevant Period; or (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4; Page 13 (D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period; (E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and (F) less the number of fully paid Shares cancelled in the Relevant Period. Note that 'A' has the same meaning in Listing Rule 7.1 when calculating the Company's 15% annual placement capacity, and ‘Relevant Period’ has the relevant meaning given in Listing Rules 7.1 and 7.1A.2, namely, the 12 month period immediately preceding the date of the issue or agreement. D = is 10%. E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4. (d) What is the interaction with Listing Rule 7.1? The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1. (e) At what price can the Equity Securities be issued? Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 6.2(e)(i) above, the date on which the Equity Securities are issued, (Minimum Issue Price). (f) When can Equity Securities be issued? Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of the Meeting and will expire on the earlier of: (i) the date that is 12 months after the date of the Meeting; (ii) the time and date of the Company's next annual general meeting; or (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (10% Placement Period). Page 14 (g) What is the effect of Resolution 3? The effect of Resolution 3 will be to allow the Company to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1. 6.3 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility: (a) Final date for issue The Company will only issue the Equity Securities unde