Australian Oilseeds Holdings Ltd

SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AUSTRALIAN OILSEEDS HOLDINGS LIMITED

SECOND AMENDED AND RESTATED MEMORANDUM &

(adopted by a Special Resolution passed at the extraordinary general meeting of shareholders of the Company held on 10 November 2026 (the "EGM") and effective upon the Share Consolidation, the Share Capital Reduction and Reorganization and the Share Capital Increase (each as defined in the minutes of the EGM))

SECOND AMENDED AND RESTATED MEMORANDUM OF

(adopted by a Special Resolution passed at the extraordinary general meeting of shareholders of the Company held on 10 November 2026 (the "EGM") and effective upon the Share Consolidation, the Share Capital Reduction and Reorganization and the Share Capital Increase (each as defined in the minutes of the EGM))

1. The name of the Company is AUSTRALIAN OILSEEDS HOLDINGS LIMITED .

2. The registered office of the Company shall be at the offices of c/o Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands, or at such other place as the directors of the Company may, from time to time, decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by section 7(4) of the Companies Act (as Revised), or any other law of the Cayman Islands.

4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, irrespective of any question of corporate benefit as provided by section 27(2) of the Companies Act (as Revised) including the power to make any alterations or amendments to its Memorandum and Articles of Association in the manner set out in its Articles of Association and including, but not limited to, the power to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company and do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest moneys of the Company in such manner as the directors of the Company determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers and/or employees of the Company, past or present and their families; to purchase directors' and officers' liability insurance and to carry on any trade or business and generally to do all acts and things which in the opinion of the Company or the directors of the Company may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

5. The liability of each member of the Company is limited to the amount, if any, unpaid on the shares held by such member.

6. The share capital of the Company is US$1,000 divided into 999,312,500 class A ordinary shares of a nominal or par value of US$0.000001 each, 625,000 class B ordinary shares of a nominal or par value of US$0.000001 each and 62,500 preference shares of a nominal or par value of US$0.000001 each. Subject to the provisions of the Companies Act (as Revised) and the Articles of Association of the Company, the Company shall have the power to redeem or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

7. If the Company is registered as exempted, its operations shall be carried on subject to section 174 of the Companies Act (as Revised). The Company may effect and conclude contracts in the Cayman Islands, and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands but shall not otherwise trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands.

8. Subject to the provisions of the Companies Act (as Revised) and the Articles of Association, the Company may exercise the power contained in section 206 of the Companies Act (as Revised) to deregister in the Cayman Islands and register by way of continuation under the laws of any jurisdiction outside the Cayman Islands.

9. Capitalized terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles.

REGISTRATION OF EMPOWERING INSTRUMENTS 9

VARIATION OF RIGHTS ATTACHING TO SHARES 11

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 14

COMPANIES ACTING BY REPRESENTATIVES AT MEETINGS 17

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION 24

AMENDMENT OF MEMORANDUM OF ASSOCIATION 28

(adopted by a Special Resolution passed at the extraordinary general meeting of shareholders of the Company held on 10 November 2026 (the "EGM") and effective upon the Share Consolidation, the Share Capital Reduction and Reorganization and the Share Capital Increase (each as defined in the minutes of the EGM))

1. Table 'A' in the First Schedule of the Companies Act (as Revised) shall not apply to this Company and the following shall comprise the Articles of Association of the Company:

2. In these Articles save where the context otherwise requires:

"AEOI Laws" means the Tax Information Authority Law (as amended) and any regulations made from time to time thereunder, and/or any existing or future legislation applicable to the Company enacted by any jurisdiction that provides for the exchange of information regarding direct or indirect holders of shares from time to time including, without limitation, FATCA and CRS;

"Articles" or "Articles of Association" means these articles of association as originally adopted or as, from time to time, altered by Special Resolution;

"Branch Register" means any branch Register of Members of such category or categories of Members as the Company may from time to time determine;

"Communication Facilities" means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;

"Companies Act" means the Companies Act (as Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Act is referred to, the reference is to that provision as amended by any law for the time being in force;

"Company" means the above-named company;

"Company's Website" means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company in connection or which has otherwise been notified to the Members;

"CRS" means one of the following, as the context requires:

(i) the Common Reporting Standard, being the standard for automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development ("OECD") as amended from time to time by the OECD; and

(ii) any legislation, regulations or guidance in the Cayman Islands that give effect to the matters outlined in the preceding paragraph of this definition;

"debenture" means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not;

"Designated Stock Exchange" means NASDAQ or any other internationally recognized stock exchange on which any securities of the Company are listed for the time being;

"Designated Stock Exchange Rules" means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the listing of any securities of the Company;

"Directors" and "Board of Directors" and "Board" means the directors of the Company for the time being or, as the case may be, the directors assembled as a board or as a committee thereof and "Director" means any one of the Directors;

"electronic" has the meaning given to it in the Electronic Transactions Act;

"electronic communication" means electronic posting to the Company's Website, electronic transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

"electronic record" has the meaning given to it in the Electronic Transactions Act;