AIRTASKER LIMITED — Proxy Solicitation & Information Statement 2022

Jun 27, 2022

==> picture [596 x 125] intentionally omitted <==

==> picture [63 x 14] intentionally omitted <==

==> picture [70 x 13] intentionally omitted <==

==> picture [44 x 13] intentionally omitted <==

==> picture [37 x 13] intentionally omitted <==

==> picture [32 x 13] intentionally omitted <==

==> picture [303 x 13] intentionally omitted <==

==> picture [195 x 13] intentionally omitted <==

==> picture [46 x 13] intentionally omitted <==

==> picture [145 x 13] intentionally omitted <==

==> picture [467 x 13] intentionally omitted <==

==> picture [319 x 13] intentionally omitted <==

==> picture [140 x 13] intentionally omitted <==

==> picture [212 x 13] intentionally omitted <==

==> picture [242 x 13] intentionally omitted <==

==> picture [405 x 13] intentionally omitted <==

==> picture [155 x 13] intentionally omitted <==

==> picture [378 x 13] intentionally omitted <==

==> picture [82 x 13] intentionally omitted <==

==> picture [89 x 13] intentionally omitted <==

==> picture [105 x 13] intentionally omitted <==

==> picture [263 x 13] intentionally omitted <==

==> picture [346 x 13] intentionally omitted <==

==> picture [221 x 13] intentionally omitted <==

==> picture [44 x 13] intentionally omitted <==

==> picture [306 x 13] intentionally omitted <==

==> picture [167 x 13] intentionally omitted <==

==> picture [461 x 13] intentionally omitted <==

==> picture [481 x 13] intentionally omitted <==

==> picture [57 x 13] intentionally omitted <==

==> picture [359 x 13] intentionally omitted <==

==> picture [472 x 13] intentionally omitted <==

==> picture [319 x 13] intentionally omitted <==

==> picture [66 x 13] intentionally omitted <==

==> picture [407 x 13] intentionally omitted <==

==> picture [481 x 13] intentionally omitted <==

==> picture [275 x 13] intentionally omitted <==

==> picture [200 x 13] intentionally omitted <==

==> picture [181 x 13] intentionally omitted <==

==> picture [476 x 13] intentionally omitted <==

==> picture [333 x 13] intentionally omitted <==

==> picture [160 x 13] intentionally omitted <==

==> picture [468 x 13] intentionally omitted <==

==> picture [139 x 13] intentionally omitted <==

==> picture [483 x 13] intentionally omitted <==

==> picture [360 x 13] intentionally omitted <==

==> picture [235 x 13] intentionally omitted <==

==> picture [75 x 13] intentionally omitted <==

==> picture [148 x 27] intentionally omitted <==

==> picture [11 x 13] intentionally omitted <==

==> picture [57 x 13] intentionally omitted <==

==> picture [62 x 13] intentionally omitted <==

==> picture [185 x 26] intentionally omitted <==

ACN 149 850 457 NOTICE OF EXTRAORDINARY GENERAL MEETING

AIRTASKER LIMITED

Notice is given that the Extraordinary General Meeting of Shareholders of Airtasker Limited ACN 149 850 457 ( Airtasker or Company ) will be held at:

TIME : 10.00am (AEST) DATE : Thursday 28 July 2022 PLACE : The Meeting will be held virtually. See details below.

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Please note that with the continued circumstances relating to COVID-19, the Meeting will be held virtually by using an online meeting platform powered by Automic (further instructions are enclosed in this Notice). Shareholders will not be able to physically attend the Meeting. The Company will ensure that all Shareholders have a reasonable opportunity to participate in the Meeting via the following means:

• ability to ask questions in advance of the Meeting by sending your questions by email to the Company Secretary at mark.simpson@airtasker.com at least 48 hours before the start of the Meeting; and

• the Meeting will be live webcast, with the ability of Shareholders to submit questions and vote in real time via the webcast platform. Details on how to access the webcast platform are set out below.

Voting on all resolutions will be decided by poll.

1

[8952654: 32988340_3]

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of Airtasker Limited ACN 149 850 457 ( Company ) will be held virtually on Thursday 28 July 2022 at 10.00am AEST, for the purpose of transacting the following business referred to in this Notice of Meeting.

An Explanatory Statement provides additional information on matters to be considered at the Meeting.

Please note the important limitations and procedural requirements that will apply to the Meeting as set out in this Notice. The Company is implementing these limitations and procedural requirements to ensure the health and safety of Shareholders and officers of the Company and to ensure that Shareholders will have a reasonable opportunity to participate in the Meeting.

AGENDA

RESOLUTIONS

RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SECURITIES - PLACEMENT

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 26 May 2022 of a total of 6,278,849 fully paid ordinary shares in the Company at an issue price of $0.43 per share under an institutional placement on the terms and conditions set out in the Explanatory Memorandum .”

Note: This resolution is subject to voting exclusions which are set out below.

RESOLUTION 2: APPROVAL OF ISSUE OF SHARES TO JAMES SPENCELEY UNDER THE PLACEMENT

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“ That approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 116,500 fully paid ordinary shares in the Company at $0.43 per fully paid ordinary share to Spenceley Management Pty Ltd as trustee for the Spenceley Family Trust, an entity controlled by James Spenceley on the terms and conditions set out in the Explanatory Memorandum .”

Note: This resolution is subject to voting exclusions which are set out below.

RESOLUTION 3: APPROVAL OF ISSUE OF SHARES TO PETER HAMMOND UNDER THE PLACEMENT

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“ That approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 3,488,372 fully paid ordinary shares in the Company at $0.43 per fully paid ordinary share to Exto Active Pty Ltd ACN 160 188 269 as trustee for the Exto Active Unit Trust, an entity controlled by Peter Hammond, on the terms and conditions set out in the Explanatory Memorandum .”

Note: This resolution is subject to voting exclusions which are set out below.

RESOLUTION 4: APPROVAL OF ISSUE OF SHARES TO XIAOFAN (FRED) BAI UNDER THE PLACEMENT

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

2

[8952654: 32988340_3]

“ That approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 4,651,163 fully paid ordinary shares in the Company at $0.43 per fully paid ordinary share to MCC Resources Holding Limited, an entity controlled by Xiaofan (Fred) Bai, on the terms and conditions set out in the Explanatory Memorandum .”

Note: This resolution is subject to voting exclusions which are set out below.

RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF CONSIDERATION SHARES – ONEFLARE ACQUISITION

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 26 May 2022 of a total of 17,558,140 fully paid ordinary shares in the Company at an issue price of $0.43 per share as part consideration for the Acquisition of Oneflare Pty Ltd on the terms and conditions set out in the Explanatory Memorandum .”

Note: This resolution is subject to voting exclusions which are set out below.

VOTING EXCLUSIONS:

Voting Exclusions in accordance with the Corporations Act

Resolutions 1 & 5: In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 1 and 5 by or on behalf of any person who participated in the relevant issue or any associates of those persons.

Resolutions 2, 3 & 4 : In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of each of Resolution 2, 3 & 4 respectively, by or on behalf of:

• (a) James Spenceley (or his controlled entity Spenceley Management Pty Ltd), Peter Hammond (or his controlled entity Exto Active Pty Ltd) and Xiaofan (Fred) Bai (or his controlled entity MCC Resources Holding Limited) who are to receive the securities in question under Resolution 2, 3 & 4 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 Shares); or

• (b) an associate of any of those persons.

Note : the above restrictions apply to Resolutions 2, 3 & 4 respectively.

However, the above voting exclusion statements under the ASX Listing Rules will not apply and, the Company need not disregard a vote cast in favour of Resolution 1 – 5 if it is cast by a person as:

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

• (b) the Chairperson as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction on the Proxy Form to vote as the proxy or attorney 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:

3

[8952654: 32988340_3]

• (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.

IMPORTANT NOTES FOR SHAREHOLDERS

These notes form part of the Notice of Meeting.

Time and Place of Meeting

Notice is given that an Extraordinary General Meeting of members will be held virtually on Thursday 28 July 2022 at 10.00am AEST.

There will be no physical venue of the Extraordinary General Meeting at which Shareholders may attend in person. The Meeting will be held virtually using Automic’s online meeting platform ( Webcast ), which gives shareholders access to join and participate in the Meeting virtually, submit questions to the Chairperson in real time and directly vote at the Meeting using the Webcast.

Shareholders are also invited to submit questions to the Company prior to the Meeting, in relation to the business of the Meeting. The Company requests that Shareholders lodge any questions electronically by email to: mark.simpson@airtasker.com at least 48 hours before the start of the Meeting.

Online voting procedures during the Meeting

Shareholders wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must log in online and register to participate in the virtual Meeting by clicking on the following link: https://investor.automic.com.au .

Registration for attendance at the virtual meeting will open at 9.30am (AEST) on Thursday 28 July 2022. Shareholders wishing to attend the Meeting will need to login to the Automic portal at this time to obtain the virtual meeting webinar link.

Voting virtually on the day of the Meeting

Shareholders who wish to vote virtually on the day of the Meeting will need to login to the Automic website ( https://investor.automic.com.au/#/home ) with their username and password.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website at:

https://investor.automic.com.au/#/home

Click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

I have an account with Automic, what are the next steps?

4

[8952654: 32988340_3]

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote virtually on the day of the Meeting:

1. Login to the Automic website ( https://investor.automic.com.au/#/home ) using your username and password.

2. (Registration on the day) If registration for the virtual Meeting is open, click on ‘Meeting open for registration’ and follow the steps. After registering successfully, you will be provided with the virtual meeting webinar link.

3. (Live voting on the day) If live voting for the virtual Meeting is open, click on ‘Meeting open for voting’ and follow the steps.

Voting by proxy

Completed Proxy Forms must be delivered to the Share Registry by 10.00am (Sydney time) on 26 July 2022 in any of the following ways:

• (i) By mail:

Airtasker Limited C/- Automic Share Registry GPO Box 5193 Sydney NSW 2001

• (ii) By email to the Share Registry at meetings@automicgroup.com.au

• (iii) Online if you wish to appoint your proxy online, you should do so by visiting https://investor.automic.com.au and by following the instructions on that website. Online appointments of proxies must be done by 10.00am (Sydney time) on 26 July 2022.

Your Vote is Important

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

Voting Eligibility

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 Shareholders at 7.00pm AEST on 26 July 2022.

Notice to Persons outside Australia

This Explanatory Statement has been prepared in accordance with Australian laws, disclosure requirements and accounting standards. These laws, disclosure requirements and accounting standards may be different to those in other countries.

The distribution of this Explanatory Statement may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this Explanatory Statement should inform themselves of, and observe, any such restrictions.

Voting requirements

In accordance with section 250JA of the Corporations Act, all resolutions to be considered at the Meeting as set out in this Notice of Meeting will be decided on a poll (and not a show of hands).

5

[8952654: 32988340_3]

In accordance with the Company’s Constitution and the ASX Listing Rules, each Resolution put to Shareholders at the meeting must be passed by way of an ordinary resolution, which requires the Resolution be approved by a majority of votes cast by Shareholders entitled to vote on the Resolution.

PROXY AND VOTING INSTRUCTIONS

Voting by proxy

1. Shareholders are advised that all resolutions will be decided based on proxy votes received by the Company by no later than by 10.00am (Sydney time) on 26 July 2022 .

2. To vote by proxy, please complete the enclosed proxy form and return by the time and in accordance with the instructions set out on the proxy form.

3. In accordance with section 249L of the Corporations Act, members are advised that:

4. (a) each member of the Company entitled to attend and vote at the Meeting has a right to appoint a proxy;

5. (b) the proxy need not be a member of the Company; and

6. (c) a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

7. A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your proxy, you must specify on the Proxy Form:

8. (a) the full name of the body corporate appointed as proxy; and

9. (b) the full name or title of the individual representative of the body corporate to attend the Meeting.

10. Proxy appointments in favour of the Chairperson, the secretary or any Director that do not contain a direction on how to vote will be voted by the Chairperson in favour of each of the Resolutions proposed in this Notice of Meeting (except as expressly set out in this Notice of Meeting).

11. Proxy Forms must be signed by a Shareholder or the Shareholder’s attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act, or signed by an authorised officer or agent.

12. A Proxy Form is attached. If required, it should be completed, signed (and if the appointment is signed by the appointer’s attorney, accompanied by the original authority under which the appointment was signed or a certified copy of the authority). Proxy forms must be returned in accordance with the instructions on the proxy form.

Dated: 28 June 2022

By order of the Board

Mark Simpson

Mark Simpson Company Secretary Airtasker Limited

6

[8952654: 32988340_3]

E X P L A N ATO R Y ST AT E M E N T

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held virtually on 28 July 2022 at 10.00am AEST.

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

A Proxy Form is located at the end of this Notice of Meeting and available online at https://investor.automic.com.au .

1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUES OF SECURITIES

On 26 May 2022 the Company issued 6,278,849 fully paid ordinary Shares upon the successful completion of a placement to institutional, sophisticated and professional investors, the details of which were announced to the market on 4 May 2022 ( Placement ). The Placement will be conducted as a two-tranche placement, with the second tranche of 8,256,035 fully paid ordinary Shares being issued by the Company on or around 29 July 2022 if Resolutions 2 – 4 are passed at the Meeting.

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The Placement does not fit within any of these exceptions and, as the Placement has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the Meeting.

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future to finance its growth strategy without having to obtain shareholder approval for such issues under ASX Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval to the Placement under and for the purposes of ASX Listing Rule 7.4.

If Resolution 1 is passed, the Placement will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the subsequent 12 month period.

If Resolution 1 is not passed, the Placement will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the subsequent 12 month period.

Morgans Corporate Limited acted as Lead Manager and underwriter to the Placement. The Placement was priced at $0.43 per share and tranche 1 of the Placement raised gross proceeds of approximately $2.7 million.

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• (a) the number of Shares issued under the Placement was 6,278,849;

• (b) the shares issued under the Placement were issued at a price of A$0.43 per Share;

7

[8952654: 32988340_3]

• (c) Shares under the Placement were issued to a range of institutional, sophisticated and professional investors identified by Morgans Corporate Limited who qualify under the requirements of sections 9 and 708 of the Corporations Act;

• (d) the shares issued under the Placement were fully paid ordinary shares which rank equally with other existing Shares from the date of issue;

• (e) the net funds raised from the Placement were used by the Company to:

• fund the cash portion of the purchase price for the Acquisition of the assets of Oneflare Pty Ltd, an Australian local services platform;

• fund FY23 investment in Oneflare Pty Ltd; and

• to fund the costs of the offer; and

• (f) a voting exclusion statement applies to Resolution 1 and is set out earlier in this Notice of Meeting.

The Directors unanimously recommend Shareholders vote in favour of Resolution 1.

The Chair of the meeting intends to vote undirected proxies in favour of Resolution 1.

2. RESOLUTION 2 – 4: APPROVAL TO ISSUE SHARES TO JAMES SPENCELEY, PETER HAMMOND AND XIAOFAN (FRED) BAI UNDER THE PLACEMENT

2.1 Background

• 2.1.1 As part of the Placement, subject to the approval of shareholders at the Meeting, the Company intends to issue:

• (a) 116,500 Shares to Spenceley Management Pty Ltd as trustee for the Spenceley Family Trust ( Spenceley ), an entity controlled by James Spenceley;

• (b) 3,488,372 Shares to Exto Active Pty Ltd ACN 160 188 269 as trustee for the Exto Active Unit Trust ( Exto ), an entity controlled by Peter Hammond; and

• (c) 4,651,163 Shares to MCC Resources Holding Limited ( MCC ), an entity controlled by Xiaofan (Fred) Bai,

(together, the Placement Shares ).

• 2.1.2 The below table provides information on the relevant interests of the Directors (and their associated entities) receiving Shares under the Placement, as at the date of this Notice of Meeting and following completion of the Placement:

Director	Current number of Shares	Current % shareholding	Number of Shares post Placement	Post Placement % shareholding
James Spenceley	2,960,708	0.67	3,077,208	0.53
Peter Hammond	67,329,340	15.29	70,817,712	12.30
Xiaofan (Fred) Bai	57,030,879	12.95	61,682,042	10.71

2.2 Listing Rule 10.11

• 2.2.1 Listing Rule 10.11 provides, that unless one of the exceptions in Listing Rule 10.12 applies, the Company must not issue or agree to issue securities to any of the following persons unless it obtains Shareholder approval:

8

• (a) a related party of the Company (Listing Rule 10.11.1);

• (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 (Listing Rule 10.11.2);

• (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 (Listing Rule 10.11.3);

• (d) an associate of a person referred to above (Listing Rule 10.11.4); or

• (e) a person whose relationship with the Company or a person referred to above is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders (Listing Rule 10.11.5).

• 2.2.2 Each of James Spenceley, Peter Hammond and Xiaofan (Fred) Bai, is a Director of the Company and each of Spenceley, Exto and MCC are entities controlled by the respective Directors and is therefore a related party to the Company and falls within the category of person noted in Listing Rule 10.11.1. As such the issue of Placement Shares to each of Spenceley, Exto and MCC requires shareholder approval under Listing Rule 10.11 as the issue of these Shares does not fall within any of the exceptions in Listing Rule 10.12.

Resolution 2: Approval of participation of James Spenceley in Placement

• 2.2.3 Resolution 2 seeks the required Shareholder approval to the issue of 116,500 Placement Shares to Spenceley for the purposes of Listing Rule 10.11.

• 2.2.4 If Resolution 2 is passed, the Company will be able to proceed with the issue of Placement Shares to Spenceley and the Company will be able to receive the payment of the subscription price for these Placement Shares, being an amount of $50,095.

• 2.2.5 If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Placement Shares to Spenceley and will not receive the subscription amount for these Placement Shares which may impact the Company’s plans to implement its growth strategies.

• 2.2.6 In accordance with Listing Rule 10.13, information is provided to Shareholders for the purposes of obtaining shareholder approval under Resolution 2 as follows:

• (a) 116,500 Placement Shares will be issued to Spenceley;

• (b) Spenceley falls into a category of persons referred to in Listing Rule 10.11.1 on the basis that Mr Spenceley is a Director of the Company and Spenceley is an entity controlled by him;

• (c) the Placement Shares to be issued to Spenceley will be issued on the same terms as all other fully paid ordinary shares of the Company;

• (d) the Placement Shares to be issued to Spenceley will be issued at $0.43 per Share with subscription funds raised by the issue of these Placement Shares to Spenceley being $50,095;

• (e) the Placement Shares will be issued to Spenceley no later than 1 month after the date of this Meeting;

• (f) the Shares are being issued to raise funds which, together with funds raised under the first tranche of the Placement, are being used to fund the cash

9

element of the purchase price, acquire the assets of Oneflare Pty Ltd, fund FY23 investment in Oneflare Pty Ltd and the costs of the offer; and

• (g) a voting exclusion statement is set out in this Notice of Meeting.

2.2.7 Recommendation

The Directors, with James Spenceley abstaining, recommend that Shareholders vote in favour of Resolution 2.

The Chair (who will be Peter Hammond for this Resolution) intends to vote all undirected proxies in favour of this Resolution 2.

Resolution 3 - Approval of participation of Peter Hammond in Placement

• 2.2.1 Resolution 3 seeks the required Shareholder approval to the issue of 3,488,372 Placement Shares to Exto Active Pty Ltd ACN 160 188 269 as trustee for the Exto Active Unit Trust ( Exto ), an entity controlled by Peter Hammond, for the purposes of Listing Rule 10.11.

• 2.2.2 If Resolution 3 is passed, the Company will be able to proceed with the issue of Placement Shares to Exto and the Company will be able to receive the payment of the subscription price for these Placement Shares, being an amount of $1,499,999.96.

• 2.2.3 If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Placement Shares to Exto and will not receive the subscription amount for these Placement Shares which may impact the Company’s plans to implement its growth strategies.

• 2.2.4 In accordance with Listing Rule 10.13, information is provided to Shareholders for the purposes of obtaining shareholder approval under Resolution 3 as follows:

• (a) 3,488,372 Placement Shares will be issued to Exto;

• (b) Exto falls into a category of persons referred to in Listing Rule 10.11.1 on the basis that Mr Hammond is a Director of the Company and Exto is an entity controlled by Mr Hammond;

• (c) the Placement Shares to be issued to Exto will be issued on the same terms as all other fully paid ordinary shares of the Company;

• (d) the Placement Shares to be issued to Exto will be issued at $0.43 per Share with subscription funds raised by the issue of these Placement Shares to Exto being $1,499,999.96;

• (e) the Placement Shares will be issued to Exto no later than 1 month after the date of this Meeting;

• (f) the Shares are being issued to raise funds which, together with funds raised under the first tranche of the Placement, are being used to fund the cash element of the purchase price, acquire the assets of Oneflare Pty Ltd, fund FY23 investment in Oneflare Pty Ltd and the costs of the offer; and

• (g) a voting exclusion statement is set out in this Notice of Meeting.

2.2.5 Recommendation

The Directors, with Peter Hammond abstaining, recommend that Shareholders vote in favour of Resolution 3.

10

The Chair intends to vote all undirected proxies in favour of this Resolution 3.

Resolution 4 - Approval of participation of Xiaofan (Fred) Bai in Placement

• 2.2.1 Resolution 4 seeks the required Shareholder approval to the issue of 4,651,163 Placement Shares to MCC Resources Holding Limited ( MCC ), an entity controlled by Xiaofan (Fred) Bai for the purposes of Listing Rule 10.11.

• 2.2.2 If Resolution 4 is passed, the Company will be able to proceed with the issue of Placement Shares to MCC and the Company will be able to receive the payment of the subscription price for these Placement Shares, being an amount of $2,000,000.09.

• 2.2.3 If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Placement Shares to MCC and will not receive the subscription amount for these Placement Shares which may impact the Company’s plans to implement its growth strategies.

• 2.2.4 In accordance with Listing Rule 10.13, information is provided to Shareholders for the purposes of obtaining shareholder approval under Resolution 4 as follows:

• (a) 4,651,163 Placement Shares will be issued to MCC;

• (b) MCC falls into a category of persons referred to in Listing Rule 10.11.1 on the basis that Mr Bai is a Director of the Company and MCC is an entity controlled by Mr Bai;

• (c) the Placement Shares to be issued to MCC will be issued on the same terms as all other fully paid ordinary shares of the Company;

• (d) the Placement Shares to be issued to MCC will be issued at $0.43 per Share with subscription funds raised by the issue of these Placement Shares to MCC being $2,000,000.09;

• (e) the Placement Shares will be issued to MCC no later than 1 month after the date of this Meeting;

• (f) the Shares are being issued to raise funds which, together with funds raised under the first tranche of the Placement, are being used to fund the cash element of the purchase price, acquire the assets of Oneflare Pty Ltd, fund FY23 investment in Oneflare Pty Ltd and the costs of the offer; and

• (g) a voting exclusion statement is set out in this Notice of Meeting.

• 2.2.5 Recommendation

The Directors, with Xiaofan (Fred) Bai abstaining, recommend that Shareholders vote in favour of Resolution 4.

The Chair intends to vote all undirected proxies in favour of this Resolution 4.

3. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF CONSIDERATION SHARES – ONEFLARE ACQUISITION

On 25 May 2022 the Company issued 17,558,140 fully paid ordinary Shares (Consideration Shares ) as part consideration of the acquisition of the business and assets of Oneflare Pty Ltd ( Oneflare ) ( Acquisition ), the details of which were announced to the market on 4 May 2022.

11

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The Acquisition does not fit within any of these exceptions and, as the Acquisition has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the Meeting.

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future to finance its growth strategy without having to obtain shareholder approval for such issues under ASX Listing Rule 7.1.

To this end, Resolution 5 seeks shareholder approval for the issue of the Consideration Shares under the Acquisition under and for the purposes of ASX Listing Rule 7.4.

If Resolution 5 is passed, the Consideration Shares will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the subsequent 12 month period.

If Resolution 5 is not passed, the Consideration Shares will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the subsequent 12 month period.

For the purposes of ASX Listing Rule 7.5, the following information is provided:

• (a) the Shares were issued to Oneflare on 25 May 2022;

• (b) 17,558,140 Consideration Shares were issued as part consideration under the Acquisition;

• (c)

• the Consideration Shares were issued at a price of A$0.43 per Share;

• (d) the Consideration Shares rank equally with other existing Shares from the date of issue;

• (e) the Consideration Shares were issued under the terms of a Business and Asset Sale Deed, the material terms of which are summarised in the Appendix to this Notice; and

• (f) a voting exclusion statement applies to Resolution 5 and is set out earlier in this Notice of Meeting.

The Directors unanimously recommend Shareholders vote in favour of Resolution 5

The Chair of the meeting intends to vote undirected proxies in favour of Resolution 5.

12

G LO S S A R Y

$ means Australian dollars.

Acquisition means the acquisition of the business and assets of Oneflare Pty Ltd.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Chair means the chair of the Meeting (or, where the context requires, a particular part of the Meeting).

Company means Airtasker Limited ACN 149 850 457.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Security has the meaning given in the ASX Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Placement means the issue of 6,278,849 Shares in the Company to institutional, sophisticated and professional investors on 26 May 2022 and the proposed issue of Shares to certain related parties of the Company subject to approval of Resolutions 2, 3 and 4 at the Meeting.

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice.

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

Shareholder means a registered holder of a Share.

13

APPENDIX

SUMMARY OF ACQUISITION AGREEMENT

Oneflare Acquisition

Term	Details
Parties	Oneflare Pty Ltd Airtasker (AU) Pty Limited Airtasker Limited
Transaction	Acquisition of the business and assets of Oneflare Pty Ltd and its wholly owned subsidiaries including the Oneflare, UrbanYou, Word of Mouth and TidyMe platforms. Airtasker only assumed limited liabilities in respect of these businesses, being the lease of their office premises, employee entitlements and unperformed obligations under contracts of the businesses
Signing/ Announcement Date	4 May 2022
Purchase price	$9,800,000 subject to customary net debt and working capital adjustments payable as follows: • $2,250,000 payable in cash at Completion • $17,558,140 in Airtasker Shares, issued at $0.43 per share, with 50% escrowed for 12 months from issue and 50% escrowed for 24 months from issue.
Completion date	25 May 2022

14

Airtasker | ABN 53 149 850 457

Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [HolderNumber] [EntityRegistrationDetailsLine3Envelope] Holder Number: [EntityRegistrationDetailsLine4Envelope] [HolderNumber] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope] Your proxy voting instruction must be received by 10.00am (AEST) on Tuesday, 26[th] July 2022, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS Lodging your Proxy Voting Form: The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the Online: investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should Use your computer or smartphone to advise their broker of any changes. appoint a proxy at STEP 1 – APPOINT A PROXY https://investor.automic.com.au/#/logi If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name nsah of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if or scan the QR code below using you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. your smartphone DEFAULT TO THE CHAIR OF THE MEETING Login & Click on ‘Meetings’. Use the Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, Holder Number as shown at the top who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the of this Proxy Voting Form. Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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 BY MAIL: the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy Automic 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. GPO Box 5193 APPOINTMENT OF SECOND PROXY Sydney NSW 2001 You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a IN PERSON: percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Automic Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. Level 5, 126 Phillip Street SIGNING INSTRUCTIONS Individual : Where the holding is in one name, the Shareholder must sign. Sydney NSW 2000 Joint holding : Where the holding is in more than one name, all Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney with the registry, please attach BY EMAIL: a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. meetings@automicgroup.com.au Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address : Please provide your email address in the space provided. BY FACSIMILE: +61 2 8583 3040 By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. All enquiries to Automic: CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate PHONE: Representative’ should be produced prior to admission. A form may be obtained from the Company’s 1300 288 664 (Within Australia) share registry online at https://automic.com.au. +61 2 9698 5414 (Overseas) └

VIRTUAL PARTICIPATION AT THE MEETING:

==> picture [578 x 691] intentionally omitted <==

----- Start of picture text -----

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting
platform powered by Automic, where shareholders will be able to watch, listen, and vote online.
To access the virtual meeting:
1. Open your internet browser and go to investor.automic.com.au
2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create
an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting
Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of
Meeting describe the various matters to be considered.
COMPLETE AND RETURN THIS FORM AS INSTRUCTED ONLY IF YOU DO NOT VOTE ONLINE
I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Airtasker, to be held at 10.00 am (AEST) on Thursday,
28 [th] July 2022 hereby:
Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box
provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is
named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the
relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
Resolutions For Against Abstain
1. RATIFICATION OF PRIOR ISSUE OF SECURITIES - PLACEMENT
2. APPROVAL OF ISSUE OF SHARES TO JAMES SPENCELEY UNDER THE PLACEMENT
3. APPROVAL OF ISSUE OF SHARES TO PETER HAMMOND UNDER THE PLACEMENT
4. APPROVAL OF ISSUE OF SHARES TO XIAOFAN (FRED) BAI UNDER THE PLACEMENT
5. RATIFICATION OF PRIOR ISSUE OF CONSIDERATION SHARES – ONEFLARE ACQUISITION
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands
or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
SAMPLE
VIRTUAL MEETING
Appoint Your Proxy
STEP 1:
Your Voting Direction
STEP 2: [HolderNumber] [ART]
Sign Here + Contact Details
STEP 3:
----- End of picture text -----