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29 OCTOBER 2024

Dear Shareholders,

NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM

Adisyn Limited (ACN 155 473 304) (Company) (ASX: AI1) hereby gives notice that the Annual General Meeting (Meeting) of shareholders will be held at Suite 5, 531 Hay Street, Subiaco, Perth WA 6163, on Friday, 29 November 2024, at 12:00pm (AWST) .

The Notice of Meeting (NOM) 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 advisor, lawyer, accountant or other professional adviser.

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the NOM to shareholders unless a shareholder has requested a hardcopy of the NOM or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The NOM is made available to shareholders electronically. This means that:

You can access the NOM online at the Company’s website https://adisyn.com.au/investor-centre
A complete copy of the NOM has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “AI1”.

Those shareholders who receive their company communications in the post will therefore receive a printed copy of this announcement and their personalised proxy form.

Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company’s share registry, Xcend Pty Ltd, with links directing them to this notice and the online voting portal https://investor.xcend.app

The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who can not attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 12:00pm (AWST) on Wednesday, 27 November 2024. Any proxy forms received after that time will not be valid for the meeting.

For and on behalf of the Board.

Kyla Garic

Company Secretary Adisyn Limited 1300 331 888 [email protected]

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Adisyn Ltd | ACN 155 473 304 | 1300 331 888 | 2 – 3 / 4 McGrath Road, Henderson WA 6166 | adisyn.com.au
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Adisyn Ltd

(ACN 155 473 304)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Friday, 29 November 2024

12:00PM AWST

To be held by in person at

Suite 5, 531 Hay Street, Subiaco, Perth WA 6000

The Annual Report is available online at https://adisyn.com.au/.

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6141 1011.

NOTICE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of Adisyn Ltd (ABN 30 155 473 304) ( Company ) will be held in person at Suite 5, 531 Hay Street, Subiaco, Perth WA 6000 on Friday, 29 November 2024 commencing at 12:00PM AWST ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

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 at 4:00PM AWST on Wednesday, 27 November 2024.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2024, which includes the Financial Report, the Directors’ Report and the Auditor’s Report.

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass as a non-binding resolution the following:

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors’ Report for the financial year ended 30 June 2024 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition

In accordance with section 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 whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if:

(a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 2

2. Resolution 2 – Re-election of Director – Mr Justin Thomas

To consider and, if thought fit, pass as, with or without amendment, as an ordinary resolution , the following:

“That, for the purpose of clause 6.3(b) of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Justin Thomas, a Director, retires, and being eligible for re-election, is elected as a Director with immediate effect.”

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 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 terms and conditions in the Explanatory Memorandum.”

4. Resolution 4 – Approval to issue Proposed Placement Shares

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 40,000,000 Shares to sophisticated and/or professional investors the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person who is 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 holder of ordinary securities in the entity) (namely, Proposed Placement Participants); or (b) an Associate of that persons or those persons. However, this does not apply to a vote case in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

(a) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (b) 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

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 3

Dated 29 October 2024

BY ORDER OF THE BOARD

Ms Kyla Garic Company Secretary

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 4

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held in person at Suite 5, 531 Hay Street, Subiaco, Perth WA 6000 on Friday, 29 November 2024 commencing at 12:00PM AWST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken b Shareholders y

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

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 participate in the Meeting in person, and are encouraged to lodge a directed 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 in person 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.

Shareholders and their proxies should be aware that:

(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 5

Proxy vote if appointment specifies way to vote

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); and
(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; and
(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).

Transfer of non-chair proxy to Chair in certain circumstances

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; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(ii) 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.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolution 1.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolution 1 by marking “For”, “Against” or “Abstain” for each of those resolutions.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 6

2.3 Submit your Proxy Vote

2.3.1 Online

Lodge your proxy vote online by scanning the QR Code on the enclosed Proxy Form with your tablet or mobile, or enter the following URL into your internet browser: https://investor.xcend.app/sha .

2.3.2 By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

one of the following	ways:
BY MAIL:	Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225
BY EMAIL:	[email protected]

3. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

(a) discuss the Annual Report which is available online at https://adisyn.com.au/;
(b) ask questions or make comment on the management of the Company;
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company’s auditor about:

(a) the preparation and the content of the Auditor’s Report;
(b)
the conduct of the audit;
(c) accounting policies by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 7

4. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors’ Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more 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) who were in office at the date of approval of the applicable Directors’ Report will cease to hold office immediately before that further meeting but may stand for re-election.

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

5. Resolution 2 – Re-election of Director – Mr Justin Thomas

5.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

Clause 6.3 of the Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 8

general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

A Director who retires by rotation under clause 6.3 of the Constitution is eligible for reelection.

Mr Justin Thomas ( Mr Thomas ), having been last re-elected on 11 November 2022, will retire in accordance with clause 6.3 of the Constitution, and being eligible, seeks re-election.

5.2 Background and qualifications

Mr Thomas is a solutions-oriented professional IT developer that excels in identification, development, management and commercialisation of projects with broad reaching team collaboration, interfacing with clients and deployment of technology to ensure successful solutions for clients.

During his career, Mr Thomas has successfully managed large project teams of over 15 people. From the initial need’s identification and requirement analysis through to implementation, Mr Thomas has supported the processes to commercialisation by remaining deeply involved and always with a hands-on approach. He was also the lead project manager who successfully complied and sourced the commercial, technical and planning information, including identifying suitable consultants needed, to undertake both eh HPC Data Centres Henderson facility build as well as Global Networks Australia International Cable and Data Centre project located in Australia and Indonesia.

A previous business venture of Mr Thomas’ saw the successful development of an industry specific niche software application for the real estate/property industry which grew to over 300 monthly subscription clients and the business sold for over $1million in 2007.

5.3 Independence

If re-elected, the Board (except Mr Thomas) considers that Mr Thomas will not be an independent Director.

5.4 Board recommendation

The Board (excluding Mr Thomas) recommends that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements commencing from the date of the Meeting where the Company obtains the approval until the earlier of the following:

(a) the date that is 12 months after the date of the Meeting at which the approval is obtained;

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 9

(b) the time and date of the Company’s next annual general meeting; or
(c) the time and date of the approval of Shareholders of a transaction under Listing Rule 11.1.2 or 11.2 in respect of the Company,

( 10% Placement Facility ).

The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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 currently has a market capitalisation of $11,325,468 and is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact 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 Section 6.2(c) below).

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

(b) Equity Securities

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 Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Shares (ASX: AI1).

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of fully paid ordinary securities on issue at the commencement of the relevant period:
(A) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than Exception 9,16 or 17;

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 10

(B) plus the number of fully paid ordinary securities issued in 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 approved, or taken to have been approved, under Listing Rule 7.1 or 7.4;
(C) plus the number of fully paid ordinary securities issued in 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 these rules to have been approved, under rule 7.1 or rule 7.4;
(D) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4;
(E) plus the number of partly paid ordinary securities that became fully paid in the relevant period;
(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 an entity’s 15% placement capacity.

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) Listing Rule 7.1A and Listing Rule 7.3A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the 14 October 2024, the Company has on issue 231,132,002 Shares and therefore has a capacity to issue:

(i) 34,669,800 Equity Securities under Listing Rule 7.1; and
(ii) 23,113,200 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 11

Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) above).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be 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; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the Meeting at which the approval is obtained;
(ii) the time and date of the entity’s next annual general meeting; or
(iii) the time and date of the approval by shareholders of the eligible entity’s ordinary securities 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 ).

6.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) on the Resolution.

6.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 12

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:
(i) the market price for the Company’s Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than of the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price or ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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Variable “A” in Listing Rule 7.1A.2	Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.0245 50% decrease in Issue Price	$0.049 Issue Price	$0.10 100% increase in Issue Price
Current Variable “A” 232,132,002 Shares	10% Voting Dilution	23,213,200 Shares	23,213,200 Shares	23,213,200 Shares
	Funds raised	$566,273	$1,132,547	$2,265,094
50% increase in current Variable “A 348,198,003 Shares	10% Voting Dilution	34,819,800 Shares	34,819,800 Shares	34,819,800 Shares
	Funds raised	$849,410	$1,698,820	$3,397,640
100% increase in current Variable “A” 464,264,004 Shares	10% Voting Dilution	46,426,400 Shares	46,426,400 Shares	46,426,400 Shares
	Funds raised	$1,132,547	$2,265,094	$4,530,187

Note

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example at 10%.
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the date of the Meeting.
The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The issue price is $0.049, being the closing price of the Shares on ASX on 14 October 2024.
(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
(d) The Company can only issue Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital

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(e) The Company will comply with the disclosure obligations under the Listing Rule 7.1A(4) upon issue of any Equity Securities.
(f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not Related Parties or associates of a Related Party of the Company.

(g) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 30 November 2023. In the 12 months preceding the date of the 2024 Annual General Meeting, the Company issued a total of 32,450,000 Equity Securities under Listing Rule 7.1A, representing 20.3% of the total number of Equity Securities on issue at 30 November 2023. Details of the Equity Securities issued under Listing Rule 7.1A in the preceding 12 month period are set out in Schedule 2.
(h) For the purpose of ASX Listing Rule 14.1A (and in addition to the disclosure in clause 6.4(b) above):
(i) if Resolution 3 is passed, the Directors will be able to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1; and
(ii) if Resolution 3 is not passed, the Directors will not be able to issue the Equity Securities under Listing Rule 7.1A, and will have to either rely on the Company's existing 15% placement capacity under Listing Rule 7.1 (from time to time), or (in the event that the Company’s 15% placement capacity is exhausted) the Company will be required to obtain prior shareholder approval under Listing Rules 7.1 before being able to issue such Equity Securities (which may result in the Company incurring further time and expense).

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. As such, no voting exclusion statement has been included in the Notice.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 15

The Directors of the Company believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

7. Resolution 4 – Approval to issue Proposed Placement Shares

7.1 General

The Company is considering conducting a placement pursuant to which the Company will issue up to a maximum of 40,000,000 Shares ( Proposed Placement ).

Under the Proposed Placement, the Company intends to issue up to 40,000,000 Shares at an issue price of no less than $0.04 ( Proposed Placement Shares ) to sophisticated and professional investors who are unrelated parties of the Company ( Proposed Placement Participants ), the subject of this Resolution 4.

The Proposed Placement represents approximately 17.3% of the Company’s issued share capital as at the date of this Notice (assuming that only the Proposed Placement Shares are issued and no other Shares are issued).

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 to issue up to 40,000,000 Proposed Placement Shares to the Proposed Placement Participants (or their nominees).

7.2 ASX Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions which are contained in ASX Listing Rule 7.2 (which do not apply in the circumstance of this Resolution), ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of the 12 month period.

The Proposed Placement Shares do not fit within any of the exceptions set out in ASX Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Proposed Placement Shares.

7.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Proposed Placement Shares. In addition, the issue of the Proposed Placement Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Proposed Placement Shares. The Company may be required to consider alternative forms of capital raising in lieu of the issue of the Proposed Placement Shares under the Proposed Placement.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 16

7.4 Technical information required by Listing Rules 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

(a) the Proposed Placement Shares will be issued to the Proposed Placement Participants (or their nominees), being parties who will be sophisticated and professional investors;
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Proposed Placement Participants (or their nominees) will be:
(i) a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company, or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company at the time of issue;
(c) a maximum of 40,000,000 Proposed Placement Shares will be issued;
(d) the Proposed Placement Shares to be issued are all fully paid ordinary shares in the capital of the Company to be issued on the same terms and conditions as the Company’s existing Shares;
(e) the Proposed Placement Shares will be issued within three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules), and it is intended that the Proposed Placement Shares will be issued on the same date rather than progressively;
(f) the Proposed Placement Shares will be issued at a minimum issue price of $0.04 each;
(g) the purpose of the proposed issue of the Proposed Placement Shares is raise capital for general working capital purposes.
(h)
the Proposed Placement Shares are not being issued under an agreement;
(i) the Proposed Placement Shares are not being issued under, or to fund, a reverse takeover; and
(j) a voting exclusion statement is set out in the Notice in respect of Resolution 4.

7.5 Board recommendation

The Board believes Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution. The Chair intends to vote all undirected proxies in favour of Resolution 4.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 17

SCHEDULE 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.
10% Placement Facility has the meaning given in Section 6.1.
10% Placement Period has the meaning given in Section 6.1.

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2024.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor’s Report means the auditor’s report on the Financial Report.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company means Adisyn Ltd (ACN 155 473 304).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors’ Report means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities contained in the Annual Report.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 18

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Proposed Placement has the meaning given in Section 7.1.

Proposed Placement Participants has the meaning given in Section 7.1.

Proposed Placement Shares has the meaning given in Section 7.1.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Two Strikes Rule has the meaning in Section 4.

VWAP means volume weight average price.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 19

SCHEDULE 2– Equity Shares Issued under Listing Rule 7.1A in 12 Months Preceding AGM

Date of issue
			Names of persons who
		Class/Type of equity			Rule pursuant to
				Issue Price and
	Number issued		received securities or			Consideration
		security and			which the Issue is
			basis on which those	discount
		Summary of terms			made
			persons was determined



30 November 2023	13,000,000	Fully paid ordinary Share issued on the same terms and conditions of the ordinary Shares in the Company	The fully paid ordinary shares were issued to sophisticated investors as well as existing shareholders and employees through a private Placement.	Issue Price: $0.02 Discount: nil discount to market price at the time of issue	7,000,000 Fully paid ordinary shares issued pursuant to Listing Rule 7.1 and 13,000,000 shares 7.1A.	Total cash consideration	$400,000
						Amount of cash consideration spent and Description of what consideration was spent on	$400,000 Funds were used towards expansion of the Company’s newly formed cybersecurity division, Adisyn Cyber, with an increase in sales and marketing efforts as well as the development of a number of new AI powered cybersecurity services.
						Amount of cash consideration remaining and Intended use for remaining cash consideration	Nil
						Non-cash consideration paid and current value of that non-cash consideration	N/A

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 20

Date of issue
			Names of persons who
		Class/Type of equity			Rule pursuant to
				Issue Price and
	Number issued		received securities or			Consideration
		security and			which the Issue is
			basis on which those	discount
		Summary of terms			made
			persons was determined



26.02.2024	950,000	Fully paid ordinary Share issued on the same terms and conditions of the ordinary Shares in the Company	The fully paid ordinary shares were issued to new high net worth and strategic investors.	Issue Price: $0.02 Discount: 15% discount to market price at the time of issue	13,950,000 Fully paid ordinary shares issued pursuant to Listing Rule 7.1 and 950,000 shares 7.1A.	Total cash consideration	$298,000
						Amount of cash consideration spent and description of what consideration was spent on	$298,000 Funds were used to expand the Company’s business development in existing and new areas within the business along with general working capital.
						Intended use for remaining cash consideration	N/A
						Non-cash consideration paid and current value of that non-cash consideration	N/A
2.08.2024	18,500,000			Issue Price: $0.033		Total cash consideration	$1,518,000

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 21


		Names of persons who
	Class/Type of equity			Rule pursuant to
			Issue Price and
Number issued		received securities or			Consideration
	security and			which the Issue is
		basis on which those	discount
	Summary of terms			made
		persons was determined



	Fully paid ordinary Share issued on the same terms and conditions of the ordinary Shares in the Company	The fully paid ordinary shares were issued to new and existing sophisticated and strategic investors.	Discount: 3.1% premium to market price at the time of issue	27,500,000 Fully paid ordinary shares issued pursuant to Listing Rule 7.1 and 18,500,000 shares 7.1A.	Amount of cash consideration spent and description of what consideration was spent on	$1,095,000 Development and delivery of solutions for AI1’s managed technology and cybersecurity business along with general working capital and costs associated with the placement. In addition funding has been spent to support new technology partnerships agreements including the collaboration agreement with 2D Generation, a prominent semi-conductor IP business. This amount includes $200,000 which the Company has put towards its working capital overdraft, which can be re-drawn at any time.
					Intended use for remaining cash consideration	Working Capital
					Non-cash consideration paid and current value of that non-cash consideration	N/A
					Non-cash consideration paid and current value of that non-cash consideration

ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 22

ADISYN LTD ACN 155 473 304

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Your Annual General Meeting Proxy

Voting Instructions

Appointment of a Proxy

A shareholder entitled to cast two or more votes may appoint up to two proxies (whether shareholders or not) to attend the meeting and vote. A separate Proxy form should be used for each Proxy appointment.

Directing your Proxy How to Vote: If you wish to direct your Proxy how to vote (or to abstain from voting) on any resolution, place a mark (“X”) in the “For”, “Against” or “Abstain” box for each resolution. If you mark more than one box on a resolution, your vote on that resolution will be invalid. If you mark the “Abstain” box for a particular resolution, you are directing your Proxy not to vote on your behalf and your votes will not be counted in computing the required majority.

HOW TO

Lodge Your Proxy

Online Voting

Lodge your Proxy vote online by scanning the QR Code with your tablet or mobile, or enter the URL below into your internet browser: https://investor.xcend.app/sha

Voting Exclusions and Prohibitions Refer to the Notice of Meeting for detailed information of the voting exclusions and prohibitions.

Signing Instructions

You must sign this Proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the Proxy form must be signed by the shareholder or the shareholder’s attorney.

You can also vote by the following:

Joint holding: Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Share Registrar for notation. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this Proxy form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this Proxy form must be signed by that person. If the company (in accordance with section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this Proxy form must be signed by a Director jointly with either another Director or a Company Secretary. The director or authorised signatory should also print their name and state their position under their signature.

ALL your Shares will be voted in accordance with your directions or if no directions have been given and to the extent permitted by law, as the Proxy sees fit. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions.

Attending the Meeting

Registered User: enter your existing username & password and click voting.
New User, firstly register at: https://investor.xcend.app/register Then once logged in, you may proceed to vote.

Post to Vote

Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225

Attending in person: please bring this form with you as this will assist in registering your attendance.

If a representative of a corporate securityholder or Proxy is to participate in the meeting, you will need to provide the appropriate “Appointment of Corporate Representative” Form.

Scan & Email to Vote

[email protected]

SRN/HIN:

Registered Name & Address

Change of Address

If incorrect, provide the correct address in the space below. Securityholders sponsored by a broker (reference number commences with ‘X’) should advise their broker of any changes.

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Your Proxy Form

I/we being members of Adisyn Ltd (“Company”) and entitled to attend and vote hereby appoint:

If you are NOT appointing the Chair of the Meeting as The Chair of the Meeting OR your Proxy, please write the name of the person or body (Mark box) corporate you are appointing as your Proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or if no directions have been given and to the extent permitted by law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at Suite 5, 531 Hay Street, Subiaco, Perth WA 6000 on Friday, 29 November 2024 at 12:00pm (AWST) and at any postponement or adjournment of the Meeting.

The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions.

By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolution 1 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting, being Wednesday, 27 November 2024 at 12:00pm (AWST). Please read the Notice of Meeting and voting instructions before marking any boxes with an X. If you mark the Abstain box for a Resolution, you are directing your Proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

	Resolutions 1 Adoption of Remuneration Report 2 Re-election of Director – Mr Justin Thomas 3 Approval of 10% Placement Facility 4 Approval to issue Proposed Placement Shares	For	Against	Abstain

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		Securityholder 1	Joint Securityholder 2 Joint Securityholder 3
Please Sign and Return	* This section must be completed.	Sole Director/Sole Company Secretary Print Name of Securityholder Update your communication details: Email Address	Director/Company Secretary Director/Company Secretary Print Name of Securityholder Print Name of Securityholder Phone Number (Contactable during business hours)
		By providing your email address, you consent to receive all future Securityholder communications electronically.