ARCHTIS LIMITED — AGM Information 2024

Oct 21, 2024

22 October 2024

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Dear Shareholder,

ANNUAL GENERAL MEETING – NOTICE AND PROXY FORM

Notice is hereby given that the Annual General Meeting (‘Meeting’) of Shareholders of archTIS Limited (‘Company’) will be held online by Virtual Meeting Facility, at 11:00am (AEDT) on Friday, 22 November 2024.

The Notice is available on the Company’s ASX Announcement Platform at www2.asx.com.au (ASX:AR9). Hard copies of the Notice of Meeting are also available by request to the Company Secretary.

The Notice 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 adviser, lawyer, accountant, or other professional adviser.

Personalised proxy forms will be posted to all shareholders, unless you have elected to receive communications by email, in which case your personalised proxy form will be emailed to you. All Shareholders are encouraged to participate in the Meeting by:

• (a) attending and voting at the Meeting via the Virtual Meeting Facility on Friday, 22 November 2024 at 11:00am (AEDT);

• (b) voting prior to the Meeting by lodging your proxy instructions by no later than 48 hours prior to the Meeting (by 11:00am (AEDT) on Wednesday, 20 November 2024) by lodging a proxy form either:

• online at: https://investor.automic.com.au/#/loginsah; or

• by post to: Automic, GPO Box 5193, Sydney, NSW, 2001; or

• in person to: Automic, Level 5, 126 Phillip Street, Sydney, NSW, 2000; or

• by email to: meetings@automicgroup.com.au; or

• by any other means permitted on the proxy form; and/or

• (c) lodging questions in advance of the Meeting by emailing the questions to Erlyn Dawson, Company Secretary at erlyn@azc.com.au, by no later than 18 November 2024.

If you are a shareholder, please follow the below step-by-step process to be able to access, vote and ask questions at the 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.

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “ View ” when this appears.

4. Click on “ Register ” and follow the steps.

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1. Click on the URL to join the virtual meeting facility where you can join and listen to the meeting.

2. Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen.

3. Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted.

If you have any difficulties obtaining a copy of the Notice, or for any other relevant information please contact the Company Secretary on +61 8 9389 3125 or erlyn@azc.com.au. Authorised for release by the Board of archTIS Limited.

Yours sincerely,

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Erlyn Dawson Company Secretary archTIS Limited

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ARCHTIS LIMITED ACN 123 098 671 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11:00am AEDT DATE : 22 November 2024 PLACE : Virtual Meeting

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

This Notice 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.

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 4:00pm (AEDT) on 20 November 2024.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR - DR MILES JAKEMAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Dr Miles Jakeman, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – APPROVAL TO ISSUE OPTIONS TO DANIEL LAI

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 416,504 Options to Daniel Lai (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 4 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO DANIEL LAI To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,082,521 Performance Rights to Daniel Lai (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS TO DR MILES JAKEMAN

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 3,412,969 Options to Dr Miles Jakeman (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 6 – APPROVAL TO INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NONEXECUTIVE DIRECTORS

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

“That, for the purposes of Listing Rule 10.17, clause 14.8 of the Company’s Constitution and for all other purposes, with effect from the closing of this Meeting, the maximum aggregate amount of Directors’ fees payable to the Company’s nonexecutive Directors per annum be increased by $500,000 from $250,000 per annum

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to $750,000 per annum in accordance with the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal 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 otherwise on the terms and conditions set out in the Explanatory Statement.”

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Voting Prohibition Statements

Voting Prohibition Statements
Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolutions 3 and 4 – Approval to issue Options and Performance Rights to Daniel Lai	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 (a) 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.
Resolution 5 – Approval to issue Options to Dr Miles Jakeman	In accordance with section 224 of the Corporations Act, 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, the above 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. In accordance with section 250BD of the Corporations Act, 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. 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 this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 6 – Increase in total aggregate remuneration for non-executive Directors	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.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

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Resolutions 3 and 4 – Approval to issue Options and Performance Rights to Daniel Lai	Daniel Lai (or their nominee(s)) 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 an associate of that person or those persons.
Resolution 5 – Approval to issue Options to Dr Miles Jakeman	Dr Miles Jakeman (or their nominee(s)) 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 an associate of that person or those persons.
Resolution 6 – Increase in total aggregate remuneration for non-executive Directors	A Director or 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or

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

• (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 by proxy

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

You may submit your Proxy Form online at https://investor.automic.com.au/#/home . Login using your existing username and password or click on “register” and follow the on-screen prompts to create your login credentials. Once logged in, click on “Meetings” and follow the prompts to lodge your proxy. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is 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. If the Shareholder appoints two 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.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

In accordance with the Company’s Constitution, the Directors have elected to hold the Meeting virtually and therefore Shareholders will not be able to physically attend the Meeting in person.

Accordingly, the Directors strongly encourage all Shareholders to either lodge a directed proxy form prior to the Meeting or attend and vote online at the Virtual Meeting.

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Voting online via Virtual Meeting

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 and vote at 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

3. After logging in, a banner will be displayed at the top once the meeting is open for registration, click on “ View ” when this appears

4. Click on “ Register ” and follow the steps

5. Click on the URL to join the webcast where you can view and listen to the virtual meeting

6. Once the Chair of the Meeting has declared the poll open for voting click on “ Refresh ” to be taken to the voting screen

7. Select your voting direction and click “ confirm ” to submit your vote. Note that you cannot amend your vote after it has been submitted

Further information and support on how to use the Virtual Meeting platform is available on the Company’s website.

You may still attend the Meeting and vote at the Virtual Meeting even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance at the Virtual Meeting will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment will be deemed to be revoked with respect to voting on that resolution.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9389 3125.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.archtis.com/.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

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, the Spill Resolution is not relevant for this Meeting.

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3. RESOLUTION 2 – RE-ELECTION OF A DIRECTOR - DR MILES JAKEMAN

3.1 General

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

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Dr Miles Jakeman, who has held office without re-election since 23 November 2023 and being eligible retires by rotation and seeks re-election.

Further information in relation to Dr Miles Jakeman is set out below.

Qualifications, experience and other material directorships	Dr Miles Jakeman is a specialist in business strategy, leadership, high performance team development, and risk management. As a company director, former CEO and technology business founder, he brings deep domain expertise in these areas and has successfully guided companies across global markets to deliver outstanding year-on-year results. After 30 years of industry experience, with the last 20 years as a director, he has also built an excellent network in the government, enterprise, and healthcare sectors. Dr Jakeman co-founded and was the Managing Director of Australian software and technology success story, The Citadel Group Limited (“Citadel”). During his time as Managing Director, he grew Citadel from a start-up to an ASX-listed company with over 300 staff and a market capitalisation of more than $400 million. The company was subsequently sold to Pacific Equity Partners for $503 million. Dr Jakeman has a Bachelor of Science (Hons), a Graduate Diploma in Asian Studies, a Doctorate of Philosophy (PhD) in Asian Studies and a second PhD in Business Leadership. Professionally, Dr Jakeman is a Fellow of the Australian Institute of Company Directors (AICD) and has successfully completed both the AICD Diploma of International Company Directors and the Mastering the Boardroom Advanced Diploma. Dr Jakeman was appointed as a Member of the Order of Australia (AM) for significant service to business, national security, and to the community. Dr Miles Jakeman is currently a director of GetBusy plc (AIM:GetB).
Term of office	Dr Miles Jakeman has served as a Director since 13 February 2020 and was last re-elected on 23 November 2023.
Independence	If re-elected, the Board considers that Dr Miles Jakeman will be an independent Director.
Board recommendation	Having received an acknowledgement from Dr Miles Jakeman that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Dr Miles Jakeman their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Dr Miles Jakeman) recommend that Shareholders vote in favour of this Resolution.

3.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, Dr Miles Jakeman will be re-elected to the Board as a nonexecutive Director.

If this Resolution is not passed, Dr Miles Jakeman will not continue in their role as a nonexecutive Director. The Company may seek nominations or otherwise identify suitably

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qualified candidates to join the Company. As an additional consequence, this may detract from the Board and the Company’s ability to execute on its strategic vision.

4. RESOLUTIONS 3 AND 4 – APPROVAL TO ISSUE INCENTIVE SECURITIES TO DANIEL LAI

• 4.1 General

Resolutions 3 and 4 seek Shareholder approval for the purposes of Listing Rule 10.11 for the issue of up to 416,504 Options ( Incentive Options ) and 2,082,521 Performance Rights ( Incentive Performance Rights ) (together, the Incentive Securities ) to Daniel Lai (or their nominee(s)) on the terms and conditions set out below.

Incentive Options

The Incentive Options will have an exercise price of $0.0771 (being the 5 day volume weighted average price up to and including 30 June 2024) and will expire 4 years from the date of issue.

One third of the Incentive Options will vest each financial year on 30 June over the next 3 years, subject to continued employment with the Company.

Incentive Performance Rights

The intention of the Incentive Performance Rights is to ensure that part of the remuneration received by Daniel Lai is closely linked to the Company’s performance and the returns generated for Shareholders.

The Incentive Performance Rights are designed to incentivise and reward Daniel Lai for meeting or exceeding Company-wide and individual objectives. These Incentive Performance Rights are intended to align Mr Lai’s long-term performance over the vesting period with the interests of Shareholders as well as acting as a retention incentive.

The Incentive Performance Rights are subject to the following performance conditions ( Performance Conditions ) to be tested against the Company’s financial performance during the financial year ended 30 June 2025 ( Performance Period ):

• (a) Tranche 1 : 30% of the total Performance Rights granted will be tested based on the Company’s Annual Recurring Revenue for the Performance Period ( ARR Performance Condition );

• (b) Tranche 2 : 30% of the total Performance Rights granted will be tested based on the Company’s Operating and Investing Cashflows for the Performance Period ( Cashflows Performance Condition );

• (c) Tranche 3 : 20% of the total Performance Rights granted will be tested based on the Company’s revenue for the Performance Period ( Revenue Performance Condition ); and

• (d) Tranche 4 : 20% of the total Performance Rights granted will be tested based on the Company’s gross margin for the Performance Period ( GM Performance Condition ).

Each Performance Condition will be tested after the end of the Performance Period (likely to be at the Board meeting following the relevant annual results announcement, so that final audited numbers are available), and the test results will be communicated to Shareholders shortly thereafter.

The targets for the Performance Conditions are set by the Board (excluding Daniel Lai from decision making) to ensure Mr Lai is motivated and all incentives are aligned with continued value creation for Shareholders.

The Incentive Performance Rights will vest on the following basis:

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Performance Thresholds	Percentage of Each Tranche of Performance Rights that Vest	Percentage of Total Performance Rights that Vest	Percentage of Total Performance Rights that Vest	Percentage of Total Performance Rights that Vest
		Tranche1 ARR Performance Condition	Tranche	Tranche	Tranche
			2	3	4
			Cashflows	Revenue	GM
			Performance	Performance	Performance
			Condition	Condition	Condition
Less than 75% of FY25 Budget (Threshold)	0%	0%	0%	0%	0%
75% to 100% of FY25 Budget (Target)	50% - 90%*	15%-27%*	15%-27%*	10%-18%*	10%-18%*
100% to 110% of FY25 Budget (Stretch Target)	90% -100%*	27%-30%*	27%-30%*	18%-20%*	18%-20%*
Greater than 110% of FY25 Budget(Stretch Target)	100%*	30%*	30%*	20%*	20%*

*Calculated on a straight-line basis

4.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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 issue of the Incentive Securities to Daniel Lai (or their nominee/s) constitutes giving a financial benefit and Daniel Lai is a related party of the Company by virtue of being a Director.

The Directors (other than Daniel Lai who has a material personal interest in the Resolutions) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Incentive Securities, reached as part of the remuneration package for Daniel Lai, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

4.3 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:

• 10.11.1 a related party;

• 10.11.2 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;

• 10.11.3 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;

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• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 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 issue of the Incentive Securities to Daniel Lai (or their nominee/s) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If Resolutions 3 and 4 are passed, the Company will be able to proceed with the issue of the Incentive Securities within one 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 (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 3 and 4 are not passed, the Company will not be able to proceed with the issue of the Incentive Securities. As a consequence, the Company will need to consider other methods to provide a performance-linked incentive competent to Daniel Lai’s remuneration package, which could include utilising the Company’s cash reserves which would otherwise be available to be applied to advancing the Company’s business.

4.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	The Incentive Securities will be issued to Daniel Lai (or their nominee/s).
Categorisation under Listing Rule 10.11	Daniel Lai falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the recipient who receive Incentive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	Up to 416,504 Incentive Options and 2,082,521 Incentive Performance Rights will be issued.
Terms of Securities	The Incentive Options will be issued on the terms and conditions set out in Schedule 1. The Incentive Performance Rights will be issued on the terms and conditions set out in Schedule 2.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Incentive Securities within 10 Business Days of the Meeting. In any event, the Company will not issue any Incentive Securities later than one 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).
Price or other consideration the Company will receive for the Securities	The Incentive Securities will be issued at a nil issue price.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the Incentive Securities is to provide a performance linked incentive component in the remuneration package for Daniel Lai to motivate and reward their performance as a Director and to provide cost effective remuneration to Daniel Lai, enablingthe Companyto spend agreaterproportion of

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REQUIRED INFORMATION	DETAILS
	its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Daniel Lai.
Remuneration package	The current total remuneration package for Daniel Lai is $640,388, comprising of base salary of $321,293, a superannuation payment of $29,932, short-term cash incentives of $128,517 and share-based payments of $160,646. If the Incentive Securities are issued, the total remuneration package of Daniel Lai will increase by $15,244 to $655,632, being the value of the Incentive Securities. For the purposes of this value both the Incentive Options and incentive Performance Rights were valued based on the Binomial option pricing methodology.
Summary of material terms of agreement to issue	The Incentive Securities are not being issued under an agreement.
Voting exclusion statement	A voting exclusion statement applies to each of these Resolutions.
Voting prohibition statement	A voting prohibition statement applies to each of these Resolutions.

5. RESOLUTION 5 – ISSUE OF OPTIONS TO DR MILES JAKEMAN

5.1 General

Resolution 5 seeks Shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the issue of up to 3,412,969 Options to Dr Miles Jakeman (or his nominee(s)) (the Related Party ) on the terms and conditions set out below.

The Options will have an exercise price of 135% of the 5 day volume weighted average price for the period ending on the trading day immediately prior to the date of the Meeting and expire 3 years from the date of the Meeting.

One third of the Incentive Options will vest each financial year on 30 June over the next 3 years following the Meeting.

5.2 Director Recommendation

5.3 The Directors, other than Mr Jakeman, recommend that Shareholders vote in favour of Resolution 5 for the reasons set out in Section 5.6. In forming this recommendation, the Directors, other than Mr Jakeman, considered the experience of the Related Party, the current market price of Shares, the current market standards and practices when determining the number of Options to be issued to the Related Party, as well as the exercise price, expiry date and vesting conditions of the Options.Chapter 2E of the Corporations Act

A summary of Chapter 2E of the Corporations Act is set out in Section 4.2 above.

The issue of the Options constitutes giving a financial benefit and each of the proposed recipients is a related party of the Company by virtue of being a Director.

The Directors (other than Dr Miles Jakeman who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the Options, reached as part of the remuneration package for Dr Miles Jakeman, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

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5.4 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 4.3 above.

The issue of the Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

5.5 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue within one 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 (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Options. As a consequence, the Company will need to consider other methods to provide a performance-linked incentive competent to the remuneration package of Dr Miles Jakeman, which could include utilising the Company’s cash reserves which would otherwise be available to be applied to advancing the Company’s business.

5.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act

REQUIRED INFORMATION	DETAILS
Name of the persons to whom Options will be issued	The Options will be issued to Dr Miles Jakeman.
Categorisation under Listing Rule 10.11	Dr Miles Jakeman falls within the category set out in Listing Rule 10.11.1 as he is a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Options may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Options to be issued	The maximum number of Options to be issued (being the nature of the financial benefit proposed to be given) is 3,412,969 Options.
Terms of Options	The Options will be issued on the terms and conditions set out in Schedule 3.
Date(s) on or by which the Options will be issued	The Company expects to issue the Options within 10 Business Days of the Meeting. In any event, the Company will not issue any Options later than one 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).
Price or other consideration the Company will receive for the Options	The Options will be issued at a nil issue price.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the Options is to provide a performance linked incentive component in the remuneration package for the proposed recipient to align the interests of the proposed recipient with those of Shareholders, to motivate and reward the performance of the proposed recipient in their roles as Directors and to provide a cost effective way from the Company to remunerate the proposed recipient, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients.

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REQUIRED INFORMATION	DETAILS
Consideration of type and quantum of Options to be issued	The Company has agreed to issue the Options for the following reasons: (a) the issue of the Options has no immediate dilutionary impact on Shareholders; (b) the deferred taxation benefit which is available to the proposed recipient in respect of an issue of Options is also beneficial to the Company as it means the proposed recipient is not required to immediately sell the Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; (c) the issue of the Options to Dr Miles Jakeman will further align their interests with those of Shareholders; (d) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Dr Miles Jakeman; and (e) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed.
Consideration of quantum of Options to be issued	The number of Options to be issued has been determined based upon a consideration of: (a) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; (b) the remuneration of the proposed recipient; and (c) incentives to attract and retain the service of the proposed recipient who has appropriate knowledge and expertise, while maintaining the Company’s cash reserves. As noted above, the Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed.
Remuneration	The total remuneration package for the proposed recipient for the previous financial year and the proposed total remuneration package for the current financial year is set out below: Related Party Current Financial Year ending 2025 Previous Financial Year ended 2024 Miles Jakeman $136,8001 $102,0362 Notes: 1. Comprising Directors’ fees/salary of $80,045, post- employment superannuationpayment of$9,205 and share-

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REQUIRED INFORMATION	DETAILS
	based payments of $47,550 (based on the FY25 expense accrual calculated per AASB 2 Share Based Payments). 2. Comprising Directors’ fees/salary of $76,314, post-employment superannuation payment of $8,395 and share-based payments of $17,327.
Valuation	The value of the Options proposed to be issued is set out in the table below, based on a valuation of $0.0293 per Option. RECIPIENT OPTIONS VALUE Miles Jakeman 3,412,969 $100,000 The Options were valued internally by the Company under a binomial option pricing model on 19 September 2024, using the following key inputs: (a) Share price on date of valuation - $0.07 (as at 19 September 2024); (b) Strike price of options - $0.0945 (being share price of $0.07 * 135%); (c) Volatility - 70%; and (d) Interest rate - 4.35%.
Summary of material terms of agreement to issue	The Options are not being issued under an agreement.
Interest in Securities	The relevant interests of the proposed recipient in Securities as at the date of this Notice and following completion of the issue are set out below: As at the date of this Notice RECIPIENT SHARES OPTIONS UNDILUTED FULLY DILUTED Miles Jakeman 2,586,9251 1,476,1902 0.90% 1.31% Post issue RECIPIENT SHARES OPTIONS FULLY DILUTED Miles Jakeman 2,586,925 4,889,159 2.36% Notes: 1 Fully paid ordinary shares in the capital of the Company (ASX: AR9). 2 Comprising: 1,000,000 AR9O12 Unlisted Options exercisable @ $0.316 on or before 24 November 2025 and 476,190 AR9O14 Unlisted Options exercisable @ $0.20 on or before 13 December 2025.
Dilution	If the Options under Resolution 5 are issued, a total of 3,412,969 Shares would be issued. This would increase the total number of Shares on issue from 286,624,298 Shares (being the total number of Shares on issue as at the date of this Notice) to 290,037,267 Shares (assuming that no other Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by1.17%.
Market price	The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are tradingon ASX at a

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REQUIRED INFORMATION	DETAILS	DETAILS	DETAILS
	price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
Trading history	The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below: PRICE DATE Highest $0.145 Various dates during November 2023 to December 2023 Lowest $0.068 Various dates during August 2024 to September 2024 Last $0.080 8 October 2024
		PRICE	DATE
	Highest Lowest Last	$0.145	Various dates during November 2023 to December 2023
		$0.068	Various dates during August 2024 to September 2024
		$0.080	8 October 2024
Other information	The Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolution 5.
Voting exclusion statements	A voting exclusion statement applies to Resolution 5.
Voting prohibition statements	A voting prohibition statement applies to Resolution 5.

6. RESOLUTION 6 – INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NON-EXECUTIVE DIRECTORS

Resolution 6 seeks Shareholder approval to increase the total aggregate amount of remuneration for non-executive Directors by $500,000, from $250,000 per annum to $750,000 per annum. Shareholder approval is being sought for the purposes of Clause 14.8 of the Constitution and ASX Listing Rules 10.17.

Clauses 14.7 and 14.8 of the Company’s constitution provide that the total aggregate maximum remuneration to be paid to non-executive Directors per annum is $250,000 which may be varied by ordinary resolution of the Shareholders in a general meeting.

ASX Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all of its non-executive directors without the approval of holders of its ordinary securities.

Directors’ fees include all fees payable by the entity or any of its child entities to a nonexecutive director for acting as a director of the entity or any of its child entities (including attending and participating in any board committee meetings), superannuation contributions for the benefit of a non-executive director and any fees which a nonexecutive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine “special exertion” fees paid in accordance with an entity’s constitution, or securities issued to a non-executive director under Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities.

The aggregate remuneration paid to non-executive Directors for the financial years ended 30 June 2023 and 2024 was $137,631and $140,050 respectively.

The estimated aggregate remuneration proposed to be paid to non-executive directors for the financial year ending 30 June 2025 is $154,875. The Company does not intend to materially increase the remuneration of existing non-executive Directors and instead is seeking to increase the maximum aggregate amount of fees that may be paid to the nonexecutive Directors to provide the Company with the flexibility to recruit new Directors, particularly those located overseas or with overseas experience, in the medium to long term to diversify and expand the Board level and range of skills as the Company’s business progresses.

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6.1 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the maximum aggregate amount of fees that may be paid to the non-executive Directors will increase by $500,000 to $750,000.

If this Resolution is not passed, the maximum aggregate amount of fees that may be paid to non-executive Directors will remain at $250,000. This may inhibit the ability of the Company to remunerate, attract and retain appropriately skilled non-executive directors.

6.2 Technical information required by Listing Rule 10.17

REQUIRED INFORMATION	DETAILS
Maximum aggregate amount of director’s fees	This Resolution seeks to increase the maximum aggregate amount of fees that may be paid to the non- executive Directors by an amount of $500,000 to $750,000. This amount has been determined having regard to international remuneration benchmarks and the Company’s intention to expand its Board in the medium term to include directors with suitable experience in key global markets, including the United States of America. The Directors believe increasing the director fee pool will provide capacity for the Company to attract suitable candidates to join the Board, if and when the opportunities arise. The Company notes that the current remuneration being received by the 2 non-executive Directors falls signifancatly short of the increased aggregate amount sought of $750,000. The Company does not intend to materially increase the remuneration of existing non- executive Directors and instead is seeking to increase the maximum aggregate amount of fees that may be paid to the non-executive Directors to provide the Company with the flexibility to recruit new Directors, particularly those located overseas or with overseas experience, in the medium to long term to diversify and expand the Board level and range of skills as the Company’s business progresses. The increase will also allow the Company to be able to remunerate its non-executive Directors appropriately for the expectations placed upon them both by the Company and the regulatory environment in which it operates.
Securities issued to non- executive Directors	In the past 3 years, the Company has issued an aggregate of 2,351,849 Options and 1,210,313 Shares to non-executive Directors pursuant to Listing Rules 10.11 and 10.14. These Securities were issued to the following non- executive Directors: (a) 1,000,000 Options were issued to Dr Miles Jakeman as incentive-based remuneration following Shareholder approval at the 2021 AGM, and 476,190 Options and 952,380 Shares were issued in respect of Dr Miles Jakeman’s participation in the December 2022 capital raising; and (b) 750,000 Options were issued to Leanne Graham as incentive-based remuneration following shareholder approval at the 2021 AGM and 125,659 Options and 257,933 Shares were issued

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REQUIRED INFORMATION	DETAILS
	in respect of Leanne Graham’s participation in the December 2022 capital raising and Share Purchase Plan.
Voting exclusion statement	A voting exclusion statement applies to this Resolution
Voting prohibition statement	A voting prohibition statement applies to this Resolution

6.3 Board Recommendation

The Board makes no recommendation in relation to this Resolution given the interest of the non-executive Directors in this Resolution.

7. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE

7.1 General

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

Broadly speaking, and subject to a number of exceptions, 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.

Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ). The Company is an Eligible Entity.

7.2 Technical information required by Listing Rule 14.1A

For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

7.3 Technical information required by Listing Rule 7.3A

REQUIRED INFORMATION	DETAILS
Period for which the 7.1A Mandate is valid	The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following: (a) the date that is 12 months after the date of this Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).
Minimum price	Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted averageprice of EquitySecurities in that class,calculated over the 15

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REQUIRED INFORMATION	DETAILS
	trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or (b) if the Equity Securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the Equity Securities are issued.
Use of funds	If required, the Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for: (a) advancing the Company’s existing operations; (b) business development, promotion and marketing services; (c) the acquisition of new strategic assets and investments (including expenses associated with such an acquisition); and/or (d) general working capital.
Risk of economic and voting dilution	Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue proposed to be issued as at 8 October 2024. The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate. Dilution Number of Shares on Issue (Variable A in Listing Rule 7.1A.2) Shares issued – 10% voting dilution Issue Price $0.040 $0.080 $0.12 50% decrease Issue Price 50% increase Funds Raised Current 286,624,298 Shares 28,662,429 Shares $1,146,497 $2,292,994 $3,439,491 50% increase 429,936,447 Shares 42,993,644 Shares $1,719,745 $3,439,491 $5,159,237 100% increase 573,248,596 Shares 57,324,859 Shares $2,292,994 $4,585,988 $6,878,983 The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro- rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1. The table above uses the following assumptions:* 1. There are currently 286,624,298 Shares on issue.

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REQUIRED INFORMATION	DETAILS
	2. The issue price set out above is the closing market price of the Shares on the ASX on 8 October 2024 (being $0.080). 3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1. 5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders. 6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. 7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed. 8. 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 as 10%. 9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting. Shareholders should note that there is a risk that: (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
Allocation policy under 7.1A Mandate	The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate; (c) the effect of the issue of the Equity Securities on the control of the Company; (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable).
Previous approval under Listing Rule 7.1A.2	The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 23 November 2023 (Previous Approval).

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REQUIRED INFORMATION	DETAILS
	During the 12-month period preceding the date of the Meeting, being on and from 23 November 2023, the Company has not issued any Equity Securities pursuant to the Previous Approval.
Voting exclusion statement	As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice

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GLOSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in Section 7.1.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means ArchTIS Limited (ACN 123 098 671).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Incentive Options has the meaning given in Section 4.1.

Incentive Securities has the meaning given in Section 4.1.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

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

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.

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Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2024.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share, Option, or Performance Right (as applicable).

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE RIGHTS

The following is a summary of the key terms and conditions of the Incentive Performance Rights:

• (a) Vesting Conditions

The Incentive Performance Rights are subject to the following performance conditions ( Performance Conditions ) to be tested against the Company’s financial performance during the financial year ended 30 June 2025 ( Performance Period ):

• (i) Tranche 1 : 30% of the total Performance Rights granted will be tested based on the Company’s Annual Recurring Revenue for the Performance Period ( ARR Performance Condition );

• (ii) Tranche 2 : 30% of the total Performance Rights granted will be tested based on the Company’s Operating and Investing Cashflows for the Performance Period ( Cashflows Performance Condition );

• (iii) Tranche 3 : 20% of the total Performance Rights granted will be tested based on the Company’s revenue for the Performance Period ( Revenue Performance Condition ); and

• (iv) Tranche 4 : 20% of the total Performance Rights granted will be tested based on the Company’s gross margin for the Performance Period ( GM Performance Condition ).

Each Performance Condition will be tested after the end of the Performance Period (likely to be at the Board meeting following the relevant annual results announcement, so that final audited numbers are available), and the test results will be communicated to Shareholders shortly thereafter.

The targets for the Performance Conditions are set by the Board (excluding Daniel Lai from decision making) to ensure Mr Lai is motivated and all incentives are aligned with continued value creation for Shareholders.

The Incentive Performance Rights will vest on the following basis:

Performance Thresholds	Percentage of Each Tranche of Performance Rights that Vest	Percentage of Total Performance Rights that Vest	Percentage of Total Performance Rights that Vest	Percentage of Total Performance Rights that Vest
		Tranche1 ARR Performance Condition	Tranche	Tranche	Tranche
			2	3	4
			Cashflows	Revenue	GM
			Performance	Performance	Performance
			Condition	Condition	Condition
Less than 75% of FY25 Budget (Threshold)	0%	0%	0%	0%	0%
75% to 100% of FY25 Budget (Target)	50% - 90%*	15%-27%*	15%-27%*	10%-18%*	10%-18%*
100% to 110% of FY25 Budget (Stretch Target)	90% -100%*	27%-30%*	27%-30%*	18%-20%*	18%-20%*
Greater than 110% of FY25 Budget(Stretch Target)	100%*	30%*	30%*	20%*	20%*

*calculated on a straight-line basis.

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(b) Notification to holder

The Company shall notify the holder in writing when the relevant Vesting Condition has been satisfied.

(c) Conversion

Subject to paragraph (r), upon satisfaction of the applicable Performance Condition, and if Mr Lai remains engaged by the Company, each Performance Right will, at the election of the holder (by notice to the Company in writing), convert into one Share.

(d) Expiry Date

Each Performance Right shall otherwise expire on or before the date that is 2 years from the date of issue ( Expiry Date ). If the relevant Performance Condition attached to the Performance Right has been achieved by the Expiry Date, all unconverted Performance Rights of the relevant tranche will automatically lapse at that time.

(e) Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.

(f)

Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other existing Shares.

(g) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(h) Fraudulent or dishonest action

If Mr Lai ceases to be an employee or Director of the Company in circumstances where the cessation or termination is specifically referenced to him having been found to have acted fraudulently or dishonestly in the performance of his or her duties, then:

• (i) the Board must deem any Performance Right of the holder to have immediately lapsed and be forfeited; and

• (ii) any Performance Right that has vested will continue in existence in accordance with their terms of issue only if the relevant Performance Condition has previously been met, and any Shares issued on satisfaction of the applicable Performance Condition will remain the property of Mr Lai.

(i) Ceasing to be an employee or Director

If Mr Lai ceases to be an employee or Director of the Company in circumstances where the cessation or termination arises because he:

• (i) voluntarily resigns his position (other than to take up employment with a subsidiary of the Company);

• (ii) wilfully breaches the terms of his engagement with the Company or any policy of the Company’s published policies regulating his behaviour;

• (iii) is convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation or the business of the Company; or

• (iv) is found guilty of a breach of the Corporations Act and the Board considers that it brings Mr Lai or the Company into disrepute,

then:

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• (v) unless the Board decides otherwise in its absolute discretion, will deem any Performance Rights of the holder to have immediately lapsed and be forfeited; and

• (vi) any Performance Rights that have vested will continue in existence in accordance with their terms of issue only if the relevant Performance Condition has previously been met and any Shares issued on satisfaction of the applicable Performance Condition will remain the property of Mr Lai.

• (j) Other circumstances

The Performance Rights will not lapse and be forfeited where Mr Lai ceases to be an employee or Director of the Company for one of the following reasons:

• (i) death or total permanent disability (in respect of total permanent disability being that because of a sickness or injury, Mr Lai is unable to work in his own or any occupation for which they are suited by training, education, or experience for a period beyond one year);

• (ii) redundancy (being where Mr Lai ceases to be an employee or Director due to the Company no longer requiring his position to be performed by any person); or

• (iii) any other reason, other than a reason listed in paragraph (m) and (n) (not including (m)(i) in which case the Board may exercise its absolute discretion to allow Mr Lai to retain their Performance Rights), that the Board determines is reasonable to permit Mr Lai to retain his Performance Rights,

and in those circumstances the Performance Rights will continue to be subject to the applicable Performance Condition.

• (k)

Timing of issue of Shares on conversion

Within 5 business days after the date that the Performance Rights are converted, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (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 conversion of the Performance Rights.

If a notice delivered under paragraph (h)(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.

• (l)

Transfer of Performance Rights

The Performance Rights are not transferable.

• (m)

Participation in new issues

A Performance Right does not entitle a holder (in their 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 without exercising the Performance Right.

(n)

Reorganisation of capital

If at any time the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner

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consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(o) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to the Company’s existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(p) Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(q) Change in control

Subject to paragraph (r), and notwithstanding that a Vesting Condition has not been satisfied, upon:

• (i) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

• (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

• (B) having been declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement 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

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the relevant Vesting Conditions, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis provided that if the number of Shares that would be issued upon such conversion is greater than 10% of the Company’s Shares on issue as at the date of conversion, then that number of Performance Rights that is equal to 10% of the Company’s Shares on issue as at the date of conversion under this paragraph will automatically convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Rights then on issue. Performance Rights that are not converted into Shares under this paragraph will continue to be held on the same terms and conditions.

(r) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraphs (c) or (q) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (r)(i) within 7 days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

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(s) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(t)

Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(u) ASX Listing Rule compliance

The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

(v)

No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms.

(w) Tax Deferral

For the avoidance of doubt, Subdivision 83A-C of the Income Tax Assessment Act 1997¸ which enables tax deferral on performance rights, applies (subject to the conditions in that Act) to the Performance Rights.

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SCHEDULE 2 – TERMS AND CONDITIONS OF I NCENTIVE OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (n), the amount payable upon exercise of each Option will be $0.0771 (being the 5 day volume weighted average price up to and including 30 June 2024) ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the date that is 4 years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Vesting Conditions

The Options shall vest over a period of three years, as follows:

• (i) one third of the Options granted to Mr Lai shall vest and become exercisable on 30 June 2025, subject to Mr Lai remaining engaged by the Company on the date of vesting; and

• (ii) the second third of the Options granted to Mr Lai shall vest and become exercisable on 30 June 2026, subject to Mr Lai remaining engaged by the Company on the date of vesting; and

• (iii) thereafter, the remaining Options will vest and become exercisable on 30 June 2027, subject to Mr Lai remaining engaged by the Company on the date of vesting.

If Mr Lai ceases to be an employee of the Company, the treatment of the Options will be as follows:

• (i) Vested Options must be exercised within 6 months from the date of cessation of employment, or they will lapse; and

• (ii) Unvested Options will lapse immediately at the date of cessation of employment.

(e) Exercise Period

The Options are exercisable on and from the satisfaction of the vesting conditions set out in subsection (d) until the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

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.

(g) 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 ).

(h) Timing of issue of Shares on exercise

Within five Business Days 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

29

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 (h)(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.

• (i) Waiver of vesting conditions on change of control

Notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:

• (i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company having received acceptances for more than 50% of the Company’s Shares on issue and being declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

the vesting conditions attaching to the Options shall automatically lapse and the Options shall become capable of being exercised on their terms.

(j) Quotation of Options

No application for quotation of the Options will be made by the Company.

(k) Cashless exercise

On exercise of the Options, the Board may determine, in its sole discretion, to permit the Holder to exercise the Options by way of Cashless Exercise. If the Options are exercised by Cashless Exercise, on exercise of the Options:

• (i) the Holder will not be required to pay the Exercise Price for the Options in cleared funds; and

• (ii) the Company will only issue or transfer that number of Shares to the Holder that have a value equal to the then total market value of the Shares that would have been issued or transferred to the Holder if the Options had been exercised other than by way of Cashless Exercise, less the total amount of the Exercise Price that would otherwise have been payable on exercise of the Options (with the number of Shares rounded down).

Cashless Exercise means the Holder exercising Options without making any cash payment.

(l) Shares issued on exercise

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

• (m) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

(n) 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.

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(o) 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.

(p) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(q) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 3 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (n), the amount payable upon exercise of each Option will be equal to 135% of the 5-day volume weighted average price for the period ending on the trading day immediately prior to the date of the Meeting ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on or before the date that is 3 years from the date of the 2024 Annual General Meeting ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Vesting Conditions

The Options shall vest over a period of three years, as follows:

• (i) one third of the Options granted to the Holder shall vest and become exercisable on 24 November 2025 (being the date that is 12 months from the date of the 2024 Annual General Meeting), subject to the Holder remaining engaged by the Company as a director on the date of vesting; and

• (ii) the second third of the Options granted to the Holder shall vest and become exercisable on 24 November 2026 (being the date that is 24 months from the date of the 2024 Annual General Meeting), subject to the Holder remaining engaged by the Company as a director on the date of vesting; and

• (iii) thereafter, the remaining options will vest and become exercisable on 24 November 2027 (being the date that is 36 months from the date of the 2024 Annual General Meeting), and subject to the Holder remaining engaged by the Company as a director on the date of vesting.

If the Holder ceases to be a director of the Company, the treatment of the Options will be as follows:

• (i) Vested Options must be exercised within 6 months from the date of cessation of employment, or they will lapse; and

• (ii) Unvested Options will lapse immediately at the date of cessation of employment.

(e) Exercise Period

Each Option is exercisable at any time on and from the satisfaction of the Vesting Conditions set out in clause (d) above until the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

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.

(g) 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 ).

(h) Timing of issue of Shares on exercise

Within five Business Days 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;

32

• (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 (h)(h)(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.

• (i)

Waiver of vesting conditions on change of control

Notwithstanding the relevant Vesting Condition has not been satisfied, upon the occurrence of either:

• (i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company having received acceptances for more than 50% of the Company’s Shares on issue and being declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

the vesting conditions attaching to the Options shall automatically lapse and the Options shall become capable of being exercised on their terms.

(j)

Quotation of Options

No application for quotation of the Options will be made by the Company.

(k)

Cashless exercise

On exercise of the Options, the Board may determine, in its sole discretion, to permit the Holder to exercise the Options by way of Cashless Exercise.

If the Options are exercised by Cashless Exercise, on exercise of the Options:

• (i) the Holder will not be required to pay the Exercise Price for the Options in cleared funds; and

• (ii) the Company will only issue or transfer that number of Shares to the Holder that have a value equal to the then total market value of the Shares that would have been issued or transferred to the Holder if the Options had been exercised other than by way of Cashless Exercise, less the total amount of the Exercise Price that would otherwise have been payable on exercise of the Options (with the number of Shares rounded down).

Cashless Exercise means the Holder exercising Options without making any cash payment.

(l)

Shares issued on exercise

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

(m) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

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(n) 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.

(o) 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.

However, the Company will use reasonable endeavours to ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give the Holder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(p)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Holder would have received if the Holder of Options had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(q)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O - E[P-(S+D)] N+1

O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

S = the subscription price of a Share under the pro rata issue.

D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

(r) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(s) Transferability

Subject to compliance with the Corporations Act, the Options are only transferrable to a Related Party of the Holder with the Company’s written approval.

(t) Quotation of Options

No application for quotation of the Options will be made by the Company.

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archTIS Limited | ABN 79 123 098 671

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

Your proxy voting instruction must be received by 11.00am (AEDT) on Wednesday, 20 November 2024 , 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

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS 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 investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the 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 Key Management Personnel. 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 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 SECOND PROXY 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 percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. 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 a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. 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 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. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of archTIS Limited, to be held virtually at 11.00am (AEDT) on Friday, 22 November 2024 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair 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.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 3, 4, 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 3, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE MEETING:

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.

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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.

STEP 2 - Your voting direction

Resolutions																																	For	For			Against	Against	Against	Abstain	Abstain
1 ADOPTION OF REMUNERATION						REPORT
2 RE-ELECTION OF A DIRECTOR					-	DR MILES JAKEMAN
3 APPROVAL TO ISSUE	OPTIONS TO						DANIEL LAI
4 APPROVAL TO ISSUE	PERFORMANCE RIGHTS											TO DANIEL LAI
5 APPROVAL TO ISSUE	OPTIONS TO						MILES			JAKEMAN
6 INCREASE IN TOTAL AGGREGATE REMUNERATION FOR NON-EXECUTIVE DIRECTORS
7 APPROVAL OF 7.1A MANDATE
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.
STEP 3 – Signatures and contact details
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					communications despatched by the Company electronically (where legally permissible).