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27 OCTOBER 2025

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 shareholder will be held via virtual meeting held online, on Wednesday, 26 November 2025, at 3:00pm (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 cannot attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 3:00pm (AWST) on Monday, 24 November 2025. 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

Wednesday, 26 November 2025

3:00PM AWST

Venue: Virtual meeting held online via meeting registration at: https://meeting.xcend.app/AI1AGM25

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 or email at [email protected].

NOTICE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of Adisyn Ltd (ACN 155 473 304) ( Company ) will be held by way of a virtual meeting on Wednesday, 26 November 2025 commencing at 3:00PM AWST online via meeting registration at: https://meeting.xcend.app/AI1AGM25 ( 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 Monday, 24 November 2025.

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 2025, 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 2025 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.

2. Resolution 2 – Re-election of Director (Mr Ayre Kohavi)

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

“That, for the purpose of clause 6.3 of the Constitution and for all other purposes, Mr Ayre Kohavi, 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 – Refresh of Employee Securities Incentive Plan

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

“That, for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the issue of up to a maximum of 72,562,559 Securities under the Employee Securities Incentive Plan known as the “AI1 Employee Securities Incentive Plan”, in accordance with the terms of the Plan and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

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

(a) a person who is eligible to participate in the Employee Securities Incentive Plan; or
(b) an Associate of that person (or those persons).

However, this does not apply to a vote cast 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;
(b) the Chair of the meeting 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
(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 Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a 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 this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. Resolution 5 – Approval to issue Options to Director (Mr Blake Burton)

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

“That, for the purpose of Listing Rule 10.14, and for all other purposes, approval is given for the Company to issue Mr Blake Burton (and/or his nominees) up to 6,000,000 Incentive Options, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:

(a) the person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (namely, Mr Blake Burton (and/or his nominees)); or
(b) an Associate of that person or those persons;

However, this does not apply to a vote cast in favour of the Resolutions by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way;
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions as the Chair decides; or
(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 Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 5 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party.

A person appointed as a proxy must not vote, on the basis of that appointment, on the Resolutions if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolutions.

Provided the Chair is not a Resolution 5 Excluded Party, 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 Resolutions are connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. Resolution 6 – Approval to issue Performance Rights to Director (Mr Ayre Kohavi)

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue up to 21,000,000 Performance Rights to Mr Ayre Kohavi (and/or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes case in favour of the Resolution by or on behalf of:

(a) Mr Ayre Kohavi (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as 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
(b) the Chair of the meeting 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
(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 the directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 6 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 6 Excluded Party.

7. Resolution 7 – Approval to issue Performance Rights to Director (Mr Kevin Crofton)

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approval is given for the Company to issue up to 9,000,000 Performance Rights to Mr Kevin Crofton (and/or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes case in favour of the Resolution by or on behalf of:

(a) Mr Kevin Crofton (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(d) a person as 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

(e) the Chair of the meeting 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
(f) 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 the directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

A vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 7 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party.

8. Resolution 8 – Renewal of Proportional Takeover Provisions

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

“That, for the purpose of section 648G of the Corporations Act and for all other purposes, the proportional takeover provisions in Schedule 4 of the Constitution be reinserted for a period of three (3) years commencing from the date of the Meeting.”

Dated 27 October 2025

BY ORDER OF THE BOARD

Ms Kyla Garic Company Secretary

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 by virtual means via https://meeting.xcend.app/AI1AGM25 on Wednesday, 26 November 2025 commencing at 3:00PM 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 How to participate and vote at the meeting

Shareholders can attend the Meeting online at the following link: https://meeting.xcend.app/AI1AGM25.

The Company’s share registry, requires Shareholders to register their attendance in advance through via the virtual meeting portal using the instruction below:

(a) Enter the link https://meeting.xcend.app/AI1AGM25 into a web browser or to scan the QR code on the Proxy Form; and
(b) Shareholders will need their SRN or HIN (which is printed at the top of the Proxy Form) and their postcode.

Once Shareholders have completed registration, a Zoom webinar link and telephone dial-in details will be provided.

Proxyholders will need to contact the Company’s share registry at least 24 hours before the Meeting to obtain proxy login details.

Further information on how to register, participate and vote virtually is set out in the “Online Meeting Guide” on the Proxy Form.

2.2 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 via virtual means, 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 via virtual means.

Please note that:

(a) a member of the Company entitled to attend via virtual means 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.

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.

2.3 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, Resolution 3, Resolution 5, Resolution 6 and Resolution 7, unless you direct them how to do so.

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, Resolution 3, Resolution 5, Resolution 6 and Resolution 7, by marking “For”, “Against” or “Abstain” for each of those resolutions.

2.4 Submit your Proxy Vote

2.4.1 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.

2.4.2 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:

BY MAIL:	Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225
BY EMAIL:	[email protected]
BY QR CODE:	Using the QR Code on the Proxy Form

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;

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.

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 reelection.

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 Ayre Kohavi

5.1 General

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

The Directors to retire at an annual general meeting are those who have been longest in the office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

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

Mr Ayre Kohavi ( Mr Kohavi ) will retire in accordance with clause 6.3 of the Constitution and being eligible, seeks re-election.

5.2 Background and qualifications

Details of Mr Kohavi’s background and experience are set out in the Annual Report.

5.3 Independence

If re-elected, the Board considers that Mr Kohavi will not be an independent director.

5.4 Board recommendation

The Board (excluding Mr Ayre Kohavi) 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;
(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 $44,263,161 (based on the Company’s Share price as at the date of this Notice) 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;
(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 date of this Notice, the Company has on issue 725,625,596 Shares and therefore has a capacity to issue:

(i) 108,843,839 Equity Securities under Listing Rule 7.1; and
(ii) 72,562,559 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 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:
(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.

Variable “A” in Listing Rule 7.1A.2	Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.0305 50% decrease in Issue Price	$0.061 Issue Price	$0.12 100% increase in Issue Price
Current Variable “A” 725,625,596 Shares	10% Voting Dilution	72,562,560 Shares	72,562,560 Shares	72,562,560 Shares
	Funds raised	$2,213,158	$4,426,316	$8,852,632
50% increase in current Variable “A 1,088,438,394 Shares	10% Voting Dilution	108,843,839 Shares	108,843,839 Shares	108,843,839 Shares
	Funds raised	$3,319,737	$6,639,474	$13,278,948
100% increase in current Variable “A” 1,451,251,192 Shares	10% Voting Dilution	145,125,119 Shares	145,125,119 Shares	145,125,119 Shares
	Funds raised	$4,426,316	$8,852,632	$17,705,265

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 $0.061 being the closing price of the Shares on ASX on 13 October 2025.

(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 fixed assets or investments (including expenses associated with such acquisition), continued development of existing projects/assets, research and development costs and general working capital
(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 29 November 2024. In the 12 months preceding the date of the 2025 Annual General Meeting, the Company issued a total of 61,000,000Equity Securities under Listing Rule 7.1A, representing 20% of the total number of Equity Securities on issue at 29 November 2024. 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 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.

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 – Refresh of Employee Securities Incentive Plan

7.1 General

The Company has an employee securities incentive plan called the “AI1 Employee Securities Incentive Plan” (which has been previously approved by Shareholders) ( Plan ). The Directors consider that it is desirable to provide an opportunity to eligible participants to participate in the Company’s future. Further, the Plan acts as a mechanism to ensure the interests of Shareholders and the management and employees of the Company are aligned.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.2 (Exception 13(b)) for the issue of up to 75,562,559 Securities under the Plan, being approximately 10% of the Shares on issue.

7.2 Regulatory requirements and Listing Rules 7.1 and 7.2, exception 13(b)

Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the Listing Rules 7.1 and 7.1A on the number of securities that may be issued without Shareholder Approval. Listing Rule 7.2 exception 13(b) provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by Shareholders, where the issue of securities is within three (3) years from that date of Shareholder approval of the issue of securities under the employee incentive scheme.

The Plan participation is limited to Directors, employees and any service providers and certain ‘related persons’ to the aforementioned of the Company. If an issue is to be made to Directors, then separate Shareholder approval will need to be obtained.

Pursuant to and in accordance with Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution:

(a) a summary of the key terms of the Plan is set out in Schedule 3;
(b) the Company has issued a total of 26,192,734 Securities under the Plan since its last refresh on 9 October 2024, to employees and contractors
(c) as at the date of this Notice, except for the Incentive Options to be issued to Mr Blake Burton (the subject of Resolution 5), the Company has not agreed to issue any Securities under the Plan;
(d) a maximum of 75,562,559 Securities would be available to be issued under the Plan if approved by Shareholders (being approximately 10% of the Shares on issue). This maximum number of Securities is not intended to be a prediction of the actual number of Securities to be issued under the Plan, but simply a maximum number for the purposes of setting a ceiling on the number of Securities to be issued under the Plan

for the purposes of Listing Rule 7.2 (exception 13(b)). In any event, no Securities will be issued if to do so would contravene any applicable laws; and

(e) a voting exclusion statement applied to this Resolution.

7.3 Technical information required by Listing Rule 14.1A

Resolution 4 seeks Shareholder approval for the issue of Securities under the Plan to be an exception from Listing Rule 7.1 for a period of three (3) years.

If Shareholders approve this Resolution, any issue of Securities under the Plan over the three (3) years after the date of the Meeting (up to the maximum number set out above) will not use up a portion of the Company’s Listing Rule 7.1 capacity when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it issues Securities under the Plan.

It should be noted that if the Resolution is passed, the Company will only be able issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval for a period of three (3) years after the Meeting. Any proposed issue of Securities to a Director or other related party, or any of their associates, under the Plan will require prior Shareholder approval under Listing Rule 10.14.

If this Resolution is not passed, the Plan will not be refreshed and/or renewed and the existing approvals of the Plan received on 9 October 2024 will expire on 9 October 2027. After this time, the Company may still decide in future to issue Securities to eligible employees and consultants who are unrelated parties under the Plan, but each such issue will not be exempt from Listing Rule 7.1 and will use up a portion of the Company’s Listing Rule 7.1 capacity at the relevant time made (unless another exemption from Listing Rule 7.1 is applicable). The issue of Securities under the Plan in those circumstances would therefore reduce the Company’s ability to issue equity securities without seeking Shareholder approval.

7.4 Board recommendation

Approval of this Resolution will enable the Company to preserve its flexibility under its Listing Rule 7.1 capacity when it issues Securities under the Plan for the period of three (3) years after the Meeting. Directors are eligible to be offered Securities under the Plan, however, any proposed issue of Securities to a Director or their associates requires prior Shareholder approval under Listing Rule 10.14 before it can be made, and the passing of this Resolution will not enable the Company to issue any equity securities to a Director or their associates. The Directors recommend that Shareholders vote in favour of this Resolution.

8. Resolution 5 – Approval to issue Incentive Options to Director (Mr Blake Burton)

8.1 General

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of up to 6,000,000 Options to Director, Mr Blake Burton ( Mr Burton ) (and/or his nominee), as follows:

Tranche	Number	Exercise Price	Vesting Condition	Expiry Date
1	3,000,000	$0.15	3,000,000 Options vest upon the Recipient providing six (6) months of	5:00pm (AWST) on

			continuous service as a director of the Company from the Issue Date.	the date that is three (3) years from the date of issue.
2	3,000,000	$0.15	3,000,000 Options vest upon the Recipient providing twelve (12) months of continuous service as a director of the Company from the Issue Date.	5:00pm (AWST) on the date that is three (3) years from the date of issue.

(together, the Incentive Options ). The Incentive Options are being issued to incentivise and reward Mr Burton.

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Incentive Options constitutes giving a financial benefit to Mr Blake Burton (and/or his nominees), who is a related party of the Company by virtue of being a Director.

The Directors (except for Mr Burton), each of whom do not have a material person interest in Resolution 5, have determined that the exception in section 211 of the Corporations Act applies in relation to the proposed issue of Incentive Options to Mr Blake Burton (and/or his nominees), given that the proposed issue of Incentive Options is considered to be reasonable remuneration, taking into consideration other recent Equity Securities issued to the board of ASX listed companies.

8.3 Listing Rule 10.14

Listing Rule 10.14 provides that Shareholder approval must be obtained where the Company issues, or agrees to issue, securities under an employee incentive scheme to a Director of the Company, an Associate of the Director, or a person whose relationship with the Company, Director or Associate of the Director is, in ASX’s opinion, such that approval should be obtained.

The issue of the Incentive Options falls within Listing Rule 10.14.1 as the Company intends to issue the Incentive Options to Mr Blake Burton (and/or his nominee) being a current Director of the Company under the Company’s Plan. Accordingly, the issue of the Incentive Options requires the approval of Shareholders under Listing Rule 10.14.

Resolution 5 seeks the required Shareholder approval for the issue of the Incentive Options to Mr Blake Burton (and/or his nominee) under and for the purposes of Listing Rule 10.14.

8.4 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Incentive Options to Mr Blake Burton (and/or his nominees) within three (3) years after the date of the Meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules).

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Incentive Options to Mr Blake Burton (and/or his nominees), and the Company may consider alternative forms of remuneration in lieu of such issue.

8.5 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to Resolution 5:

(a) the Incentive Options will be issued to Mr Blake Burton (and/or his nominees);
(b) Mr Blake Burton falls within the category of Listing Rule 10.14.1 by virtue of being a Director of the Company;
(c)
a total of up to 6,000,000 Incentive Options are proposed to be issued;
(d) the total remuneration package for Mr Blake Burton for the previous financial year and the proposed total remuneration for the current financial year (on an annualised basis and excluding the value of the Incentive Options) is set out below:

Director	FY 2025	FY 2026
Mr Blake Burton1	$286,880	$250,000

Notes:

Mr Blake Burton was appointed as Managing Director of the Company on 1 July 2022. For FY2025, Mr Burton’s remuneration comprised of a salary of $246,667, annual leave benefits of $4,153, superannuation benefits of $25,842 and share-based payments of $10,218. For FY2026, Mr Burton is entitled to a base salary of $250,000 per annum (exclusive of superannuation).
(e) Mr Blake Burton has previously on 18 December 2023 been issued 5,000,000 Director Performance Rights consisting of;

3,000,000 Tranche 1 Performance Rights, of the T1 Rights 1,500,000 vested and were converted to Fully Paid Ordinary Shares and the remaining 1,500,000 lapsed.

2,000,000 Tranche 2 Performance Rights, of the T2 Rights 2,000,000 lapsed and were cancelled.

(f) a summary of the terms of the Incentive Options are set out at Schedule 4;
(g)
a summary of the material terms of the Plan are set out in Schedule 3;
(h) the purpose of the issue of the Incentive Options is to incentivise and reward Mr Burton, to provide cost effective consideration to Mr Burton for his ongoing commitment and contribution to the Company in his role as a Director, and to align Mr Burton with the long term and short term objectives of the Company, whilst allowing the Company to maintain cash reserves for acquisitions and operations. In addition, the Board considers the issue and the terms of the Incentive Options to be

reasonable, given the necessity to attract high calibre professionals to the Company whilst maintaining the Company’s cash reserves;

(i) the value of the Incentive Options and the pricing methodology is set out in Schedule 5;
(j) the Incentive Options will be issued no later than three (3) years after the date of the Meeting;
(k) the Incentive Options will be issued for nil consideration. The Incentive Options are being issued as part of Mr Burton’s remuneration and to incentivise Mr Burton in his performance of future services;
(l)
a summary of the material terms of the Plan are set out in Schedule 3;
(m)
there is no loan being made in respect of the Incentive Options;
(n) details of the Incentive Options issued under the Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement confirming that approval for the issue of the Incentive Options was sought and obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 14.1 who become entitled to participate in an issue of Equity Securities under the Plan after this Resolution is approved and who are not named in the Notice, will not participate until approval is obtained under the relevant Listing Rule; and
(o) a voting exclusion statement is included for Resolution 5 of this Notice.

9. Resolutions 0 and 7– Approval to issue Performance Rights to Directors (Mr Ayre Kohavi and Mr Kevin Crofton)

9.1 General

Resolutions 6 and 7 seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 30,000,000 performance rights ( Performance Rights ) to Mr Ayre Kohavi and Mr Kevin Crofton (and/or their respective nominees)

The Performance Rights comprise the following classes:

Class	Vesting Condition	Expiry Date
Class A	Class A Performance Rights convert into Shares (1:1 basis) upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate on to a metallic or non-metallic material at below 300 degrees Celsius using an Atomic Layer Deposition machine by 9 January 2026	At 5:00pm (AWST) on the 9 January 2026. .
Class B	Class B Performance Rights convert into Shares (1:1 basis) upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate capping	At 5:00pm (AWST) on 9 July 2026.

	layer on Copper (Cu) or Ruthenium (Ru) coupons 1cm by 1cm in size at below 300 degrees Celsius, by 9 July 2026.
Class C	Class C Performance Rights convert into Shares (1:1 basis) following the signing of a binding agreement with a global semiconductor corporation and AI1 receiving income of more than $AU1M (determined in accordance with applicable accounting standards as received and confirmed by AI1’s auditor) by 9 January 2028.	At 5:00pm (AWST) on 9 January 2028.

The Performance Rights are to be issued as follows:

	Mr Ayre Kohavi (and/or his nominees) (subject of Resolution 6)	Mr Kevin Crofton (and/or his nominee) (subject of Resolution 7)
Class A Performance Rights	4,200,000	1,800,000
Class B Performance Rights	6,300,000	2,700,000
Class C Performance Rights	10,500,000	4,500,000
Total	21,000,000	9,000,000

9.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out at Section 8.2 above.

The proposed issue of the Performance Rights constitutes giving a financial benefit to each of Mr Ayre Kohavi and Mr Kevin Crofton (and/or their respective nominees), who are each a related party of the Company by virtue of being a Director.

In respect of Resolution 6, the Directors (except for Mr Ayre Kohavi), each of whom do not have a material personal interest in Resolution 6, have determined that the exception in section 210 of the Corporations Act applies in relation to the proposed issue of the Performance Rights to Mr Ayre Kohavi (and/or his nominee), given that the proposed issue of the Performance Rights are considered to be on arm’s length terms (being on the same terms and having the same vesting conditions as the Consideration Performance Rights issued to the unrelated Sellers of the 2DG Transaction (ASX: 18 November 2024).

In respect of Resolution 7, the Directors (except for Mr Kevin Crofton), each of whom do not have a material personal interest in Resolution 7, have determined that the exception in section 210 of the Corporations Act applies in relation to the proposed issue of the Performance Rights to Mr Kevin Crofton (and/or his nominee), given that the proposed issue of the Performance Rights are considered to be on arm’s length terms (being on the same terms and having the same vesting conditions as the Consideration Performance Rights issued to the unrelated Sellers of the 2DG Transaction (ASX: 18 November 2024).

9.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
(e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of the Performance Rights falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. Accordingly, the proposed issue of the Performance Rights requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 6 and 7 seek the required Shareholder approval for the proposed issue of the Performance Rights for the purposes of Listing Rule 10.11.

9.4 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Ayre Kohavi (and/or his nominees) within one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). If Resolution 7 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Kevin Crofton (and/or his nominees) within one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the Performance Rights will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolutions 6 and 7 are not passed, the Company will not be able to proceed with the issue of the Performance Rights.

9.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in respect of Resolutions 6 and 7:

(a) the Performance Rights will be issued to Mr Ayre Kohavi and Mr Kevin Crofton (and/or their respective nominees);
(b) Mr Ayre Kohavi and Mr Kevin Crofton each fall within the category set out in Listing Rule 10.11.1 by virtue of being Directors of the Company;

(c) the Performance Rights will be issued to Mr Ayre Kohavi and Mr Kevin Crofton (and/or their respective nominees), as follows:

	Mr Ayre Kohavi (and/or his nominees) (subject of Resolution 6)	Mr Kevin Crofton (and/or his nominee) (subject of Resolution 7)
Class A Performance Rights	4,200,000	1,800,000
Class B Performance Rights	6,300,000	2,700,000
Class C Performance Rights	10,500,000	4,500,000
Total	21,000,000	9,000,000

(d) the terms and conditions of the Performance Rights are set out in Schedule 6;
(e) the Performance Rights will be issued no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Performance Rights will occur on the same date;
(f) the Performance Rights are being issued for a nil issue price
(g) the purpose of the issue of the Performance Rights is to incentivise the Directors;
(h) the issue of the Performance Rights is not intended to remunerate Mr Ayre Kohavi and Mr Kevin Crofton;
(i) the Performance Rights are not issued under an agreement; and
(j) a voting exclusion statement is set out in the Notice in respect of Resolutions 6 and 7.

9.6 Board Recommendation

The Board (except for Mr Ayre Kohavi and Mr Kevin Crofton, who has a material personal interest in the Resolutions (respectively)) believe that Resolutions 6 and 7 are in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolutions 6 and 7. The Chair of the meeting intends to vote undirected proxies in favour of Resolutions 6 and 7.

10. Resolution 8 – Renewal of Proportional Takeover Provisions

10.1 General

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by shareholders present and eligible to vote (in person, virtually, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative).

Schedule 4 of the Company’s Constitution (adopted by Shareholders on 7 August 2020) contains proportional takeover bid approval provisions ( Proportional Takeover Provisions ), which enable the Company to refuse to register securities acquired under a Proportional Takeover Bid unless a resolution is passed by shareholders in a general meeting approving the offer.

Pursuant to section 648G of the Corporations Act, the proportional takeover provisions expire after three (3) years from adoption or renewal and may then be renewed. The Proportional Takeover Provisions in the Company’s Constitution have since expired.

Resolution 8 seeks Shareholder approval to modify the Constitution by renewing the Proportional Takeover Provisions for three (3) years under section 684G(4) of the Corporations Act.

If Resolution 8 is approved by Shareholder, the Proportional Takeover Provisions will be renewed and have effect on the terms as set out in Schedule 4 of the Company’s Constitution, until the date that is three (3) years from the date of this Meeting.

10.2 Technical information required by section 648G of the Corporations Act

Section 648G of the Corporations Act requires that the following information is provided to Shareholders when they are considering the renewal of proportional takeover provisions in a constitution:

(a) What is a proportional takeover bid?

A proportional off-market takeover bid ( Proportional Takeover Bid ) is a takeover bid where the offer made to each shareholder is only for a specified proportion of that shareholder's shares (that is, less than 100%). The specified proportion must be the same in the case of all shareholders.

The Corporations Act allows a company to provide in its constitution that if a proportional takeover bid is made, shareholders must vote on whether to accept or reject the proportional takeover bid and that decision will be binding on all shareholders. This provision allows shareholders to decide collectively whether a proportional takeover bid is acceptable in principal.

(b)

Effect of renewal

If renewed and if a Proportional Takeover Bid is made to Shareholders of the Company, pursuant to Schedule 4 of the Constitution, a meeting of shareholders must be called to vote on a resolution to approve the proportional takeover.

The resolution is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, excluding the bidder and its associates. Where the resolution approving the Proportional Takeover Bid is passed, transfers of securities resulting from accepting the Proportional Takeover Bid are registered provided they otherwise

comply with the Corporations Act, the ASX Listing Rules, the ASX Operating Rules and the Company’s Constitution. If the resolution is rejected, then under the Corporations Act the Proportional Takeover Bid is deemed to be withdrawn.

(c)
Reasons for renewing the Proportional Takeover Provisions

Without the Proportional Takeover Provisions, a Proportional Takeover Bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. The Proportional Takeover Provisions decrease this risk, as they allow Shareholders to decide whether a Proportional Takeover Bid is acceptable and should be permitted to proceed.

(d) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(e)
Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(ii) assisting in preventing Shareholders from being locked in as a minority;
(iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(v) proportional takeover bids may be discouraged;
(vi) lost opportunity to sell a portion of their Shares at a premium; and
(vii) the likelihood of a proportional takeover bid succeeding may be reduced.

10.3 Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Constitution is in the interest of Shareholders and unanimously

recommend that Shareholders vote in favour of Resolution 8. The Chair intends to vote all undirected proxies in favour of Resolution 8.

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.

2DG Transaction means the transaction whereby the Company acquired 100% of the issued capital of 2DG Generation Ltd (ASX: 4 November 2024 and 9 January 2025).

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2025.

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.

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.

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

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).

Consideration Performance Rights has the meaning given in the Company’s Notice of Meeting dated 18 November 2024 (ASX: 18 November 2024).

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.

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.

Incentive Options has the meaning given in Section 8.1.

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.

Option means an option which entities the holder to subscribe for one Share.

Plan has the meaning given in Section 7.1.

Proportional Takeover Bid has the meaning given in Section 10.2.

Proportional Takeover Provisions has the meaning given in Section 10.1.

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.

Sellers has the meaning given in the Company’s Notice of Meeting dated 18 November 2024 (ASX: 18 November 2024).

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.

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



31 January 2025	104,463,157	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 insert	Issue Price: 9.5c Discount: 9.5% on basis of market price being 10.5c on date of issue.	43,463,158 Fully paid ordinary shares issued pursuant to Listing Rule 7.1 and 61,000,000 shares issued under 7.1A	Total cash consideration	$9,924,000
						Amount of cash consideration spent and Description of what consideration was spent on	~$2,965,999 Funds were used towards acquisition of the ALD machine from Beneq, expansion of AI1’s R&D capabilities, operational readiness and commercialisation. strategic partnerships and working capital and placement costs.
						Amount of cash consideration remaining and Intended use for remaining cash consideration	~$6,958,001 Intended use of remaining funds: The funds will be directed towards those matters noted above.
						Non-cash consideration paid and current value of that non- cash consideration	N/A

SCHEDULE 3 – Summary of Employee Securities Incentive Plan

A summary of the material terms and conditions of the Plan is set out below:

(a) ( Eligible Participant ): Eligible Participant means a person that has been determined by the Board to be eligible to participate in the Plan from time to time and is an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company. This relevantly includes, amongst others:
(i) an employee or director of the Company or an individual who provides services to the Company;
(ii) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;
(iii) a prospective person to whom paragraphs (i) or (ii) apply;
(iv) a person prescribed by the relevant regulations for such purposes; or
(v) certain related persons on behalf of the participants described in paragraphs (i) to (iv) (inclusive).
(b) ( Maximum allocation ) The Company must not make an offer of Securities under the Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:
(i) the total number of Plan Shares (as defined in paragraph (m) below) that may be issued or acquired upon exercise of the convertible securities offered; plus
(ii) the total number of Plan Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period,

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

The maximum number of equity securities proposed to be issued under the Plan for the purposes of Listing Rule 7.2, Exception 13 will be as approved by Shareholders from time to time ( ASX Limit ). This means that, subject to the following paragraph, the Company may issue up to the ASX Limit under the Plan without seeking Shareholder approval and without reducing its placement capacity under Listing Rule 7.1.

The Company will require prior Shareholder approval for the acquisition of equity securities under the Plan to Directors, their associates and any other person whose relationship with the Company or a Director or a Director’s associate is such that, in ASX’s opinion, the acquisition should be approved by Shareholders. The issue of Securities with Shareholder approval will not count towards the ASX Limit.

(c) ( Purpose ): The purpose of the Plan is to:
(i)
assist in the reward, retention and motivation of Eligible Participants;
(ii)
link the reward of Eligible Participants to Shareholder value creation; and
(iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

(d) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.
(e) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. An invitation issued under the Plan will comply with the disclosure obligations pursuant to Division 1A.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

(f) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( Participant ) the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(g) ( Terms of Convertible Securities ): Each ‘Convertible Security’ represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

(h) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
(i) ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

At the time of exercise of the Convertible Securities, and subject to Board approval, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

(j) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
(k) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

(i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
(l) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant’s Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
(m) ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
(n) ( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.
(o) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional

Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(p) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
(q) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(r) ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

SCHEDULE 4 – Terms and conditions of Incentive Options

The following terms and conditions apply to the Incentive Options (Resolution 5):

Definitions

For the purposes of these terms and conditions, the following definitions apply:

AI1 or Company means Adisyn Ltd (ACN 155 473 304).

Issue Date means the date on which the Options are issued to the Recipient.

Recipient means the recipient of the Options.

Terms

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.15 ( Exercise Price ).

(c) Expiry Date and Vesting Conditions

Tranche	Number of Options	Exercise Price	Vesting Conditions	Expiry Date
1	3,000,000	$0.15	3,000,000 Options vest upon the Recipient providing six (6) months of continuous service as a director of the Company from the Issue Date.	5:00pm (AWST) on the date that is three (3) years from the date of issue.
2	3,000,000	$0.15	3,000,000 Options vest upon the Recipient providing twelve (12) months of continuous service as a director of the Company from the Issue Date.	5:00pm (AWST) on the date that is three (3) years from the date of issue.

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time after the date the applicable Vesting Conditions are satisfied and until the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

Subject to satisfaction of the Vesting Conditions in paragraph (c), the Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price

for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

In accordance with the Corporations Act and ASX Listing Rules, after the Exercise Date the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Restrictions on transfer or disposal of Shares

If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on conversion of the Options may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus to section 708A(11) of the Corporations Act.

(i) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Quotation

The Company may, at the Board’s discretion, seek quotation of the Options in accordance with the Listing Rules and Corporations Act, subject to satisfaction of the minimum quotation of the Listing Rules. In the event that the Board elects not to obtain quotation, or quotation of the Options cannot be obtained, the Options will remain unquoted.

(m) Transferability

The Options are transferable subject to paragraph (h) above and any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 5– Valuation of Incentive Options

The Incentive Options to be issued to Mr Blake Burton (and/or his nominees) pursuant to Resolution 5 have been valued by internal management using the Black and Scholes and the assumptions set out below.

Assumptions:
	Tranche 1	Tranche 2
Valuation date	13 October 2025	13 October 2025
Market price of Shares	$0.063	$0.063
Exercise price	$0.15	$0.15
Expiry date	Three (3) years from the date of issue	Three (3) years from the date of issue
Risk free interest rate	3.549%	3.549%
Expected volatility	100%	100%
Indicative value per Incentive Option	$0.03	$0.03

Total of Incentive Options	$90,000	$90,000

SCHEDULE 6 – Terms and Conditions of Performance Rights

The following terms and conditions apply to the Performance Rights (Resolutions 6 and 7):

Definitions

For the purposes of these terms and conditions, the following definitions apply:

AI1 or Company means Adisyn Ltd (ACN 155 473 304).

Terms

(a) Grant Price

Each Performance Right will be granted by the Company for nil cash consideration.

(b) Rights
(i) The Performance Rights do not carry voting rights in the Company.
(ii) The Performance Rights do not confer on the holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders of Performance Rights do not have the right to attend general meetings of shareholders.
(iii) The Performance Rights do not entitle the holder to any dividends.
(iv) The Performance Rights do not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company.
(v) The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(vi) In the event the issued capital of the Company is reconstructed, all rights of a holder will be changed to the extent necessary to comply with the ASX Listing Rules and Corporations Act at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules and Corporations Act, following such reorganisation the economic and other rights of the holder are not diminished or terminated.
(vii) Subject always to the rights under paragraph (b)(iv), a Performance Right does not entitle the holder (in its capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(viii) The Performance Rights give the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(c) Conversion

(i) The Performance Rights in the relevant class ( Class ) immediately vest and becomes exercisable by the holder into fully paid ordinary shares in the capital of the Company ( Conversion Shares ) on a one (1) for one (1) basis upon and subject to the Company providing written notice ( Vesting Notice ) to the holder that the Company has satisfied the relevant vesting condition ( Vesting Condition ) applicable to each Class by the relevant expiry date ( Expiry Date ), set out below:

Tranche	Vesting Condition	Expiry Date
Class A	Class A Performance Rights convert into Shares (1:1 basis) upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate on to a metallic or non-metallic material at below 300 degrees Celsius using an Atomic Layer Deposition machine by 9 January 2026.	At 5:00pm (AWST) on the 9 January 2026.
Class B	Class B Performance Rights convert into Shares (1:1 basis) upon an independently verified demonstration (by a suitably qualified professor from a recognised technological university in Australia or Israel, as determined by the AI1 board of directors) of the successful deposition of an organic substrate capping layer on Copper (Cu) or Ruthenium (Ru) coupons 1cm by 1cm in size at below 300 degrees Celsius by 9 July 2026	At 5:00pm (AWST) on the 9 July 2026.
Class C	Class C Performance Rights convert into Shares (1:1 basis) following the signing of a binding agreement with a global semiconductor corporation and AI1 receiving income of more than $AU1M (determined in accordance with applicable accounting standards as received and confirmed by AI1’s auditor) 9 January 2028	At 5:00pm (AWST) on the 9 January 2028.

(ii) In order to exercise the Performance Rights into Conversion Shares following receipt of a Vesting Notice, the holder must provide written notice ( Exercise Notice ) to the Company of its election to exercise the Class into the Conversion Shares. The Performance Rights may only be exercised into Conversion Shares once.
(iii) Despite any other provision, the exercise of any Performance Rights is subject to the Company obtaining any required shareholder or regulatory approval for the purpose of issuing the Conversion Shares. If exercise of all or part of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not at a later date result in a contravention of section 606(1) of the Corporations Act. The holder must give prior written notice to the Company if it considers that the exercise of all or part of its Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights under these terms will not result in any person being in contravention of section 606(1) of the Corporations Act.
(iv) Each Conversion Share will rank equally with a fully paid ordinary share in the capital of the Company.
(v) The Performance Rights will not be quoted on any securities exchange and the Company will not make an application for quotation in respect of them. However, if the Company is listed on the ASX at the relevant time, the Company must apply as soon as possible for quotation of any Conversion Shares on the ASX in accordance with the Listing Rules, subject always to the requirements of the Listing Rules, including those relating to escrow and the cleansing requirements under the

Corporations Act.

(d) Expiry

Performance Rights will automatically be deemed to be terminated and cancelled by the Company for nil cash consideration in the event: they have not otherwise been validly exercised into Conversion Shares on or before the earlier of the relevant Expiry Date.

(e) Transferability

The Performance Rights are not transferable.

(f) Compliance with the law

(i) Despite anything else contained in these terms, if the Corporations Act, Listing Rules or Constitution prohibits an act being done, that act must not be done.
(ii) Nothing contained in these terms prevents an act being done that the Corporations Act, Listing Rules or Constitution require to be done.
(iii) If the Corporations Act, Listing Rules or Constitution conflict with these terms, or these terms do not comply with the Corporations Act, Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms.
(iv) The terms of the Performance Rights may be amended as necessary by the directors of the Company in order to comply with the Listing Rules, or any directions of ASX regarding the terms in order to comply with the Listing Rules.
(v) Any reference to the Listing Rules in these terms and conditions is to be complied with only where the Company is admitted to the official list of ASX at the relevant time.

(g) Control Event

(i) A change of control event ( Control Event ) occurs where:
(A) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and is, or is declared, unconditional and the person making the takeover bid has a relevant interest in 50% or more of the Company’s Shares;
(B) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement relating to the Company or a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(C) any person acquires a relevant interest in 50.1% or more of the Shares in the Company by any other means.
(ii) All the Performance Rights on issue shall automatically vest (without the need for any Vesting Notice) and become exercisable by the holder into Conversion Shares upon the occurrence of a Control Event. Following which, the holder can exercise the Performance Rights into a Conversion Share in accordance with paragraph (c)(iii).
(iii) The automatic conversion shall only occur if the relevant Control Event is triggered by a person who does not control the entity at the time the Performance Rights were issued.

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ADISYN LTD ACN 155 473 304

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Your Annual General Meeting Proxy

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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 online via registration at https://meeting.xcend.app/AI1AGM25 on Wednesday, 26 November 2025 at 3:00pm (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 the Resolution(s) (except where the Shareholder has indicated a different voting intention on this Proxy Form) even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Appoint a Proxy	I/we being members of Adisyn Ltd (“Company”) and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body 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 online via registration at https://meeting.xcend.app/AI1AGM25on Wednesday, 26 November 2025 at 3:00pm (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 the Resolution(s) (except where the Shareholder has indicated a different voting intention on this Proxy Form) even if the Resolution is connected directlyor indirectlywith the remuneration of a member of the KeyManagement Personnel.	I/we being members of Adisyn Ltd (“Company”) and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body 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 online via registration at https://meeting.xcend.app/AI1AGM25on Wednesday, 26 November 2025 at 3:00pm (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 the Resolution(s) (except where the Shareholder has indicated a different voting intention on this Proxy Form) even if the Resolution is connected directlyor indirectlywith the remuneration of a member of the KeyManagement Personnel.
Provide Your Voting Directions	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 Monday, 24 November 2025 at 3:00pm (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 For Against Abstain 1 Adoption of Remuneration Report 2 Re-election of Director (Mr Ayre Kohavi) 3 Approval of 10% Placement Facility(special resolution) 4 Refresh of Employee Securities Incentive Plan 5 Approval to issue Options to Director (Mr Blake Burton) 6 Approval to issue Performance Rights to Director (Mr Ayre Kohavi) 7 Approval to issue Performance Rights to Director (Mr Kevin Crofton) 8 Renewal of Proportional Takeover Provisions(special resolution)
	poll and your votes will not be counted in computing the required majority.

	Resolutions For	Against
	1 Adoption of Remuneration Report
	2 Re-election of Director (Mr Ayre Kohavi)
	3 Approval of 10% Placement Facility(special resolution)
	4 Refresh of Employee Securities Incentive Plan
	5 Approval to issue Options to Director (Mr Blake Burton)
	6 Approval to issue Performance Rights to Director (Mr Ayre Kohavi)
	7 Approval to issue Performance Rights to Director (Mr Kevin Crofton)
	8 Renewal of Proportional Takeover Provisions(special resolution)


Please Sign and Return * This section must be completed.	Securityholder 1 Joint Securityholder 2 Joint Securityholder

	Print Name of Securityholder Print Name of Securityholder Print Name of Securityholder
	Update your communication details:
	Email Address Phone Number (Contactable during business hours)
	By providing your email address, you consent to receive all future Securityholder communications electronically.

SRN/HIN:

Registered Name & Address

Online Meeting Guide

Please register in advance through our Virtual Meeting Portal: https://meeting.xcend.app/AI1AGM25 or scan the QR Code with your tablet or mobile device

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Required Information to log in to the portal:

SRN/HIN
Your Postcode

Accessing the Annual General Meeting:

Upon completing registration, a Zoom webinar link and telephone dial-in details will be provided.
Ensure the Zoom client is installed on your device to participate in the meeting and to ask questions.

Telephone Participation

Shareholders joining via telephone will be able to listen to the meeting but will not have the ability to ask questions.

Voting will take place during the meeting. Shareholders will be prompted to vote at the appropriate time on our meeting portal: https://meeting.xcend.app/AI1AGM25

If you are appointed as a proxy, please contact us at least 24 hours before the Annual General Meeting to obtain proxy login details.

If you require any assistance with this process, then please contact XCEND on +61 (2) 8591-8509.

AI assistant

ADISYN LTD — AGM Information 2025

64342_rns_2025-10-26_415613a4-84e3-4281-8063-e5094234e62f.pdf

27 OCTOBER 2025

Dear Shareholders,

NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM

For and on behalf of the Board.

Kyla Garic

Adisyn Ltd

ACN 155 473 304

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

3:00PM AWST

NOTICE OF MEETING

AGENDA

Annual Report

1. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition

2. Resolution 2 – Re-election of Director (Mr Ayre Kohavi)

3. Resolution 3 – Approval of 10% Placement Facility

4. Resolution 4 – Refresh of Employee Securities Incentive Plan

Voting Exclusion Statement

Voting Prohibition Statement

5. Resolution 5 – Approval to issue Options to Director (Mr Blake Burton)

Voting Exclusion Statement

Voting Prohibition Statement

6. Resolution 6 – Approval to issue Performance Rights to Director (Mr Ayre Kohavi)

Voting Exclusion Statement

Voting Prohibition Statement

7. Resolution 7 – Approval to issue Performance Rights to Director (Mr Kevin Crofton)

Voting Exclusion Statement

Voting Prohibition Statement

8. Resolution 8 – Renewal of Proportional Takeover Provisions

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken b Shareholders y

2.1 How to participate and vote at the meeting

2.2 Proxies

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

2.3 Proxy Holders and Voting Instructions

2.4 Submit your Proxy Vote

2.4.1 Online

2.4.2 By Paper

3. Annual Report

4. Resolution 1 – Adoption of Remuneration Report

5. Resolution 2 – Re-election of Director – Mr Ayre Kohavi

5.1 General

5.2

Background and qualifications

5.3

Independence

5.4 Board recommendation

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

( 10% Placement Facility ).

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

D

(d) Listing Rule 7.1A and Listing Rule 7.3A

(e)

Minimum Issue Price

(f) 10% Placement Period

( 10% Placement Period ).

6.3 Listing Rule 7.1A

6.4 Specific information required by Listing Rule 7.3A

Note

7. Resolution 4 – Refresh of Employee Securities Incentive Plan

7.1 General

7.2 Regulatory requirements and Listing Rules 7.1 and 7.2, exception 13(b)

7.3 Technical information required by Listing Rule 14.1A

7.4 Board recommendation

8. Resolution 5 – Approval to issue Incentive Options to Director (Mr Blake Burton)

8.1 General

8.2 Chapter 2E of the Corporations Act

8.3 Listing Rule 10.14

8.4 Technical information required by Listing Rule 14.1A

ADISYN LTD AGM Information 2025