ADNEO LIMITED — Proxy Solicitation & Information Statement 2025

Jul 7, 2025

We acquire visionary businesses shaping tomorrow.

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8 July 2025

Dear Shareholder,

2025 GENERAL MEETING

AdNeo Limited (the " Company ”) advises that a 2025 Extraordinary General Meeting of the shareholders (“ Shareholders ”) of the Company is scheduled to be held as a virtual meeting on Thursday 7 August 2025 at 4:00pm (AEST) (the " Meeting ”).

In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (“ Corporations Act ”), the Company will not be despatching physical copies of the Notice of Extraordinary General Meeting (“ Notice of Meeting ”) unless a Shareholder has requested a hard copy or made an election for the purposes of section 110E of the Corporations Act to receive documents from the Company in physical form. The Notice of Meeting can be viewed, accessed and downloaded via the following direct link to the ASX announcements platform of the Company: https://www2.asx.com.au/markets/trade-our-cashmarket/announcements.ad1

Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairperson as their proxy in relation to the Meeting before 4:00pm (AEST) on 5 August 2025, being the cut-off time for delivery of proxies. A personalised proxy form is enclosed with this letter (" Proxy Form "). Proxies can be lodged in accordance with the instructions provided with the Proxy Form.

Shareholders attending the Meeting virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the Meeting.

The virtual meeting can be attended using the following details:

When : Thursday,7 August 2025 at 4:00pm (AEST)

Topic : AdNeo Limited - General Meeting

Register in advance for the virtual meeting:

https://us06web.zoom.us/webinar/register/WN_O247u7c5TT6_oZYFW9yRrw

In addition, the Company is happy to accept and answer questions submitted at least two business days prior to the Meeting by email to the Company Secretary: justin@jmcorp.com.au.

Because the conditions and other requirements for general meetings can change, if it becomes necessary or appropriate to make alternative arrangements to those set out above and in the Notice of Meeting, the Company will announce the alternative arrangements to the ASX. Shareholders are encouraged to check for announcements of the Company at the ASX website (https://www2.asx.com.au/), search code “AD1”.

The Company thanks Shareholders for their ongoing support.

For and on behalf of the Board :

Justin Mouchacca Company Secretary

Level 4, 90 William Street, Melbourne, Australia 3000

AdNeo Limited ABN 29 123 129 162

Identify potential, maximise value.

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ACN 123 129 162
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

LODGE YOUR VOTE

ONLINE

https://au.investorcentre.mpms.mufg.com

BY MAIL  AdNeo Ltd C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia



BY FAX +61 2 9287 0309



BY HAND*

MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; or Level 12, 680 George Street, Sydney NSW 2000 *During business hours Monday to Friday

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Voting Form (and any Power of Attorney under which it is signed) must be received at an address given above by 4:00pm (AEST) on Tuesday, 5 August 2025, being not later than 48 hours before the commencement of the Meeting. Any Voting Form received after that time will not be valid for the scheduled Meeting.

Voting Forms may be lodged by post, hand delivery, fax or:

 ONLINE

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre website using the holding details as shown on the Voting Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

SIGNING INSTRUCTIONS

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

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at support@cm.mpms.mufg.com prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

PROXY FORM

I/We being a member(s) of AdNeo Ltd and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your appointed proxy with details on how to access the virtual meeting.

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or failing the person or body corporate named, or if no person or body corporate is named, the Chairman 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 the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 4:00pm (AEST) on Thursday, 7 August 2025 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in via Zoom at:

https://us06web.zoom.us/webinar/register/WN_O247u7c5TT6_oZYFW9yRrw

Important for Resolutions 11, 12, 13 and 16: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 11, 12, 13 and 16, even though the Resolution are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• 1 Issue of Consideration Shares for Proposed Acquisition of Learnt Global Group

• 2 Issue of Placement Shares and Placement Options

• 3 Issue of Placement Shares and Placement Options to Nicholas Smedley

• 4 Issue of Placement Shares and Placement Options to Michael Norster

• 5 Issue of Placement Shares and Placement Options to Angus Washington

• 6 Issue of Shares to PAM

• 7 Cancellation of Warrants held by PAM for consideration

• 8 Issue of Broker Options to PAC Partners and Lazarus

• For Against Abstain * For Against Abstain * 9 Issue of Broker Options to Taurus Capital

• 10 Issue of Shares to Salter Brothers 11 Issue of Director Options to Nicholas Smedley

• 12 Issue of Director Options to Angus Washington

• 13 Issue of Director Options to Michael Norster

• 14 Issue of Director Options to Kevin Lynch

• 15 Issue of Director Options to Ian Basser

• 16 Approval for adoption of Employee Share Scheme 2025

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)	Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).