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ASSET VISION CO LTD AGM Information 2025

Sep 21, 2025

64438_rns_2025-09-21_f091890e-27c2-4ea5-803c-1daeb33a979c.pdf

AGM Information

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22 September 2025

ASX ANNOUNCEMENT

Notice of Annual General Meeting

The following documents were sent to shareholders today in relation to the Annual General Meeting of Asset Vision Co Ltd ( ASX:ASV ) to be held on Thursday, 23 October 2025 at 12:00pm (Melbourne time):

  1. Letter to Shareholders regarding the Notice of Meeting

  2. Notice of Meeting

  3. Proxy Form

This announcement is authorised to be given to ASX by the Board of Directors of Asset Vision Co Ltd.

-ENDS -

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22 September 2025

Dear Shareholder,

NOTICE OF ANNUAL GENERAL MEETING

Asset Vision Co Ltd (ACN 164 718 361) (the Company ) ( ASX:ASV ) is convening its Annual General Meeting on Thursday, 23 October 2025 at 12:00pm (Melbourne Time).

In accordance with section 110D of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting to Shareholders unless they have made a valid election to receive documents by hard copy. The Notice of Meeting and Annual Report can be viewed and downloaded from the Company’s website at https://assetvision.com.au/investors/.

A copy of your personalised Proxy Form is enclosed for your convenience. You can also lodge your proxy vote online.

The Company strongly encourages Shareholders to lodge a directed proxy vote online or by form in accordance with the instructions on the Proxy Form prior to the meeting. Your proxy vote must be received by 12:00pm (Melbourne Time) on Tuesday, 21 October 2025 and any proxy vote received after that time will not be valid for the meeting.

The Notice of Meeting should be read in its entirety. If you are in doubt as to how you should vote, please seek advice from your professional advisers prior to voting.

If you are unable to access the Meeting Materials online please contact our share registry Boardroom Pty Limited on [email protected] or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEDT) Monday to Friday, to arrange a copy.

Yours faithfully,

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ASSET VISION CO LTD Vesna Jelesic Company Secretary

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Asset Vision Co Ltd

(ACN 164 718 361)

Notice of Annual General Meeting

Notice is hereby given that the 2025 Annual General Meeting of Asset Vision Co Ltd (ACN 164 718 361) ( Company ’) will be held at the time and location, and to conduct the business, specified below:

Date: 23 October 2025 Registration: 11:30 am (Melbourne time) Meeting Start Time: 12:00 pm (Melbourne time) Location: Suite 4, 799 Springvale Road Mulgrave Melbourne 3170

BUSINESS

The following business will be conducted:

1. Chairman’s Address and Report

2. Financial Statements and Reports

To receive and consider the reports of the Directors and the Auditor and the financial statements for the year ended 30 June 2025 for the Company and its controlled entities.

( Refer to the Explanatory Statement annexed for further details ).

3. Remuneration Report Resolution 1

To consider, and if thought fit, pass the following resolution as an Advisory Resolution in accordance with 250R(2) of the Corporations Act:

“That, the Company adopt the Remuneration Report for the year ended 30 June 2025 in accordance with section 250R(2) of the Corporations Act.”

Note: This resolution shall be determined under section 250R(2) of the Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and Closely Related Parties in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

(Refer to the Explanatory Statement annexed for further details) .

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

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Voting Exclusion Statement

A vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Key Management Personnel (“ KMP” ), details of whose remuneration are included in the Remuneration Report, and their closely related parties, whether as a shareholder or as a proxy.

However, the Company will not disregard a vote cast on Resolution 1 by a KMP, or a closely related party of a KMP, if the vote is cast as a proxy:

  • (a) appointed by writing that specifies how the proxy is to vote on Resolution 1; and

  • (b) the vote is not cast on behalf of KMP or a closely related party of a KMP.

If the Chairman of the Meeting is appointed as your proxy, or if the Chairman of the Meeting becomes your proxy by default, and you do not provide a voting direction, you are expressly authorising the Chairman of the Meeting to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

4. Re-election of Directors

Resolution 2 – Re-election of Mr Lucas Murtagh

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“To re-elect Lucas Murtagh (who retires as a Director of the Company pursuant to clause 12.11 of the Constitution of the Company) as a Director of the Company in accordance with clause 12.11 of the Constitution of the Company”.

(Refer to the Explanatory Statement annexed for further details) .

5. Approval of proposed issue of Shares to a Director

Resolution 3 - Approval of proposed issue of Shares to Mr Luke Donnellan, NonExecutive Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of 1,000,000 Shares to Mr Luke Donnellan, Non-Executive Director, on the terms described in the Explanatory Statement”.

Voting Exclusion Statement

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

  • (a) Mr Luke Donnellan and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of Shares in the Company); or

  • (b) any associate of Mr Luke Donnellan.

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

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

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  • (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman 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.

Resolution 4 – Approval of proposed issue of Shares to Mr Peter Borden, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of 1,000,000 Shares to Mr Peter Borden, on the terms described in the Explanatory Statement”.

Voting Exclusion Statement

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

  • (a) Mr Peter Borden and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of Shares in the Company); or

  • (b) any associate of Mr Peter Borden.

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

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

  • (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman 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.

Resolution 5 – Approval of proposed issue of Shares to Mr Damian Smith, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of 250,000 Shares to Mr Damian Smith, on the terms described in the Explanatory Statement”.

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Voting Exclusion Statement

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

  • (a) Mr Damian Smith and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of Shares in the Company); or

  • (b) any associate of Mr Damian Smith.

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

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

  • (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman 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.

Resolution 6 – Approval of proposed issue of Shares to Mr Lucas Murtagh, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the issue of 250,000 Shares to Mr Lucas Murtagh, on the terms described in the Explanatory Statement”.

Voting Exclusion Statement

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

  • (a) Mr Lucas Murtagh and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of Shares in the Company); or

  • (b) any associate of Mr Lucas Murtagh.

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

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

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

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  • (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.

6. Approval of proposed issue of Performance Rights to Directors

Resolution 7 - Approval of proposed issue of Performance Rights to Mr Damian Smith, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of 5,255,467 Performance Rights under the Company’s Long Term Incentive Plan (the ‘Plan’) to Mr Damian Smith, Director, on the terms described in the Explanatory Statement”.

Resolution 8 - Approval of proposed issue of Performance Rights to Mr Damian Smith, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of 2,981,102 Performance Rights under the Company’s Long Term Incentive Plan to Mr Damian Smith, Director, on the terms described in the Explanatory Statement”.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolutions 7 and 8 by or on behalf of Mr Damian Smith and any associate of that person and any other Directors eligible to participate in the Long Term Incentive Plan or any of their associates.

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

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

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

  • (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolutions; and

  • (ii) the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 9 - Approval of proposed issue of Performance Rights to Mr Lucas Murtagh, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of 5,255,467 Performance Rights under the Company’s Long Term Incentive Plan to Mr Lucas Murtagh, Director, on the terms described in the Explanatory Statement”.

Resolution 10 - Approval of proposed issue of Performance Rights to Mr Lucas Murtagh, Director

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the issue of 2,981,102 Performance Rights under the Company’s Long Term Incentive Plan to Mr Lucas Murtagh, Director, on the terms described in the Explanatory Statement”.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolutions 9 and 10 by or on behalf of Mr Lucas Murtagh and any associate of that person and any other Directors eligible to participate in the Long-Term Incentive Plan or any of their associates.

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

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

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

  • (iii) 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

the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Ratification and approval of previous allotments and issues of Securities

Resolution 11 – Ratification of previous allotment and issue of Shares

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the previous allotment and the issue of 4,250,000 ordinary shares to the employees of the Company on 1 September 2025 on the terms described in the Explanatory Statement.”

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Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue, or an associate of those persons.

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

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

  • (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman 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.

8. Approval of Additional Share Issue Capacity under ASX Listing Rule 7.1A

Resolution 12 - Approval of additional 10% Placement Capacity

To consider, and if thought fit, pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A, Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the issue date or the date of agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms described in the Explanatory Statement”.

Note: at the time of dispatching this Notice of Meeting, the Company is not proposing to make an issue of equity securities under ASX Listing Rule 7.1A.2 and accordingly no voting exclusions apply to this resolution.

9. Approval of new Long Term Incentive Plan

Resolution 13 - Approval of new Long Term Incentive Plan

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.2, exception 13(b) and for all other purposes, the Company’s new Long Term Incentive Plan, as described in the Explanatory Memorandum, be approved for the issue of securities under the Company’s new Long Term Incentive Plan.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Company’s new Long Term Incentive Plan and each of their associates.

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

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

  • (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution 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.

The Company will disregard votes cast as proxy by Key Management Personnel or their closely related parties in contravention of section 250BD of the Corporations Act. The Company will also disregard votes cast by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party.

For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if:

  • (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; and

  • (b) it is not cast on behalf of a related party or associate 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.

  • (c) the person is the chair of the meeting and the appointment of the chair as proxy:

  • i. does not specify the way the proxy is to vote on the Resolution; and

  • ii. expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

By order of the Board of Directors

Date 4 September 2025

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NOTES

The Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Questions from shareholders

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company.

Please send your questions to:

The Company Secretary, Asset Vision Co Ltd, Suite 4, 799 Springvale Rd Mulgrave, Victoria 3170.

Written questions must be received by no later than 5.00pm (Melbourne time) on Thursday 16 October 2025.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Statement.

VOTING ENTITLEMENTS

Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that, for the purpose of voting at the Meeting, Shareholders are those persons who are the registered holders of shares at 12.00pm (Melbourne time) on Tuesday, 21 October 2025.

PROXIES

In accordance with section 249L of the Corporations Act 2001 (Cth) :

A Shareholder who is entitled to attend and vote at the Annual General Meeting may appoint a proxy. A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

  • (a) appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth) ; and

  • (b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.

If satisfactory evidence of appointment as corporate representative is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the Shareholder’s voting rights that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes. A proxy need not be a Shareholder.

To be effective, the Proxy Form (and, if the appointment is signed by the appointer’s attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company’s share registry, Boardroom Pty Limited, no later than 48 hours prior to the commencement of the Annual General Meeting which will be held at 12:00 pm (Melbourne time), on 23 October 2025.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each item of business.

The Chairman of the Meeting intends to vote undirected proxies able to be voted in favour of all items of business.

The completed Proxy Form may be:

Mailed/delivered to the Company’s share registry, Boardroom Pty Limited at:

Street Address: Postal Address: Contact Number: Contact Number:
Boardroom Pty Boardroom Pty Boardroom
Pty
Limited Limited Limited
Level 8, 210 George GPO Box 3993, +61 2 9290 9655
Street, Sydney NSW 2001
Sydney NSW 2000

Or lodged online at http://www.votingonline.com.au/asvagm2025

CORPORATE REPRESENTATIVES

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001 (Cth) in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth) . The Certificate must be lodged with the Company before the Meeting. The Company will retain the certificate.

SHAREHOLDER COMMUNICATIONS

Receiving your shareholder communications electronically is the best way to stay informed and will assist the Company with minimising paper usage. If you haven’t already, we encourage you to make the switch to paperless communications and provide us with your email address. To make the change, login to www.investorserve.com.au, add your email address via ‘My Details’ on the left-hand side of the screen and click ‘Communication Options’ to select the communication options you would like to set to email.

You can make a standing election as to how you would like to receive certain documents including annual reports, meeting-related documents (for example notices of meeting and proxy/voting forms) and payment statements. You can also make a one-off request to receive a document in physical or electronic form by contacting the registry on [email protected]

You will also be able to access Shareholder Documents such as our Annual Report, Notice of Meeting and other documents relating to shareholder meetings when they are published on our website or made available on the ASX platform.

EXPLANATORY STATEMENT

Introduction

This Explanatory Statement has been prepared for the Shareholders of Asset Vision Co Ltd ( Company ) to provide information about the items of business to be considered at the Annual General Meeting of Shareholders to be held on 23 October 2025.

Resolution 1 is an advisory resolution. The Company will receive a first strike on their Remuneration Report if at least 25% of the votes cast on this Resolution are voted against the adoption of the Remuneration Report.

Resolutions 2 to 11 and 13 are to be voted on as ordinary resolutions. Ordinary resolutions require a simple majority of votes cast by shareholders entitled to vote on the resolution.

Resolution 12 requires a special resolution. Special resolutions require at least 75% of votes cast by shareholders entitled to vote on the resolution to be in favour of the resolution.

ITEM 1 - Chairman’s Address and Report

The Chairman will address the Meeting and comment on the performance of the Company for the Financial Year ended 30 June 2025 as well as future strategic and operational initiatives.

The Chairman will also respond to questions raised by Shareholders.

ITEM 2 - Financial Statements and Reports

As required by section 317 of the Corporations Act 2001 (Cth) , the annual accounts of the Company and the associated reports of the Directors and the Auditor for the most recent financial year will be laid before the Meeting.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on all aspects of the accounts and reports.

ITEM 3 - Remuneration Report

Resolution 1 – Remuneration Report

The Board submits its Remuneration Report to Shareholders for consideration and adoption by way of non-binding resolution. This Resolution is advisory only and does not bind the Directors of the Company.

However, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the Meeting, and then again at the 2026 AGM, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company (spill resolution).

If more than 50% of Shareholders vote in favour of the spill resolution, the Company must then convene an extraordinary general meeting (spill meeting) within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Director’s Report is approved, other than the Managing Director, 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 is approved will be the Directors of the Company.

The Remuneration Report is set out in the Directors’ Report in the 2025 Annual Report. The Report:

  • a) Explains the Board’s policy for determining the nature and amount of remuneration of Executive Directors and senior executives of the Company;

  • b) Sets out the actual remuneration for the financial year ended 30 June 2025 for each Director and each member of the Company’s senior executive management team; and

  • c) Details and explains any performance hurdles applicable to the remuneration of Executive Directors and senior executives of the Company.

Shareholders will be given the opportunity to ask questions and to make comments on the reports.

Recommendation

As the Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this Resolution.

Chairman’s available proxies

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution.

ITEM 4 – Re-election of Directors

Resolution 2 – Re-election of Mr Lucas Murtagh

Clause 12.11 of the Company’s Constitution requires one third of the Directors, not including the managing director, to retire from office at each annual general meeting. Those directors who retire under clause 12.11 will be eligible to stand for re-election by the Shareholders.

When determining the Directors to stand for re-election under clause 12.11, the Directors to stand for election under clause 12.17 (see Resolution 2) must not be taken into account when determining the Directors who are to retire by rotation under clause 12.11.

In accordance with the Company’s Constitution, Lucas Murtagh will retire at the Annual General Meeting and being eligible, seeks re-election by the Shareholders.

ASX Listing Rule 14.4 requires that a director of an entity must not hold office without re-election past the third annual general meeting following the director’s appointment, or three years, whichever is longer. This rule does not apply to the managing director, however in the circumstances of joint managing directors, this exclusion shall only apply to one.

The Company has appointed two managing directors; Messrs Damian Smith, and Lucas Murtagh. The Company wishes to stipulate that it shall be Mr Damian Smith to whom the reelection exclusion in ASX Listing Rule 14.4 applies.

Position Executive Director (Appointed 26 October 2023)
Experience Lucas is a career entrepreneur, founding multiple
businesses since commencing his career in actuarial at
National Mutual. He co-founded Method Group Consulting
which was a BRW Fast Starter and subsequently acquired
by RXP Services Ltd (ASX:RXP) in 2013. In 2018 he
acquired and relaunched Farmbuy.com, helping guide it to

become a highly recognised brand in Australia, with over 1 million unique visitors every year. Lucas led the acquisition of Asset Vision in 2020 and has played an integral role in driving its vision, strategy, and branding. Lucas has strong experience in ASX listed companies and capital markets and has consulted to many of Asset Vision’s clients including Victoria’s Department of Transport and Ventia.

Other None Directorships in listed entities Other Member of the Audit & Risk Management Committee and Responsibilities Remuneration & Nomination Committee.

Recommendation

The Directors (with Mr Lucas Murtagh abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

ITEM 5 – Approval of proposed issue of Shares to a Director

The Company is seeking Shareholder approval to issue Shares to each of the Directors of the Company, being Mr Luke Donnellan (non-executive Director), Mr Peter Borden (non-executive Director), Mr Damian Smith (executive Director) and Mr Lucas Murtagh (executive Director).

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval.

A person in a position of influence for the purposes of ASX Listing Rule 10.11 includes:

  • a) a related party;

  • b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company;

  • c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;

  • d) an associate of a person referred to in (a) to (c) above; and

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

A “related party” for the purposes of the Corporations Act and the ASX Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

Mr Luke Donnellan, Mr Peter Borden, Mr Damian Smith and Mr Lucas Murtagh are each a Director of the Company and are therefore considered to be a “related party” of the Company.

The proposed issues of Shares do not fall within any of the exceptions in ASX Listing Rule 10.12, and therefore requires the approval of the Shareholders under ASX Listing Rule 10.11.

To this end, Resolutions 3 - 10 require Shareholder approval to issue the Shares under and for the purposes of ASX Listing Rule 10.11.

If these Resolutions are passed, the Company will be able to proceed with the proposed issues.

If the Resolutions are not passed, the Company will not be able to proceed with the proposed issues. In that circumstance, issues may arise with the competitiveness of the Directors’ total remuneration package. The Board would then need to consider alternative remuneration arrangements which are consistent with the Company’s remuneration principles, including providing an equivalent cash long-term incentive subject to the risk of forfeiture, performance conditions and performance period.

Chapter 2E of the Corporations Act Directors to pass resolution to confirm

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

  • a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

  • b) Shareholder approval is obtained prior to the giving of the financial benefit.

As explained above, each Director is a “related party” of the Company. Also, the proposed issues of Shares (which are equity securities, for the purposes of Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

The Directors carefully considered the proposed issues of Shares (with each Director abstaining from a decision on their own allocation of Shares) and formed the view that the giving of this financial benefit fell under the exception of “reasonable remuneration” as set out in section 210 of the Corporations Act.

Therefore, the proposed issues of Shares require Shareholder approval under and for the purposes of ASX Listing Rule 10.11 only.

Resolution 3 - Approval of proposed issue of Shares to Mr Luke Donnellan, Director

Pursuant to Mr Luke Donnellan’s letter of appointment as a Director, as part of his remuneration, Mr Luke Donnellan will be issued with 1,000,000 Shares in the Company on an annual basis.

Specific information required by ASX Listing Rule 10.13

Recipients and Mr Luke Donnellan – Director (Listing Rule 10.11.1) Category under ASX Listing Rule 10.11 Maximum no. of 1,000,000 fully paid ordinary shares securities to be issued

Issue price per To be issued at the closing market Share price of security the Company’s Shares at market close on the day prior to the date on which the Shares are issued, Date on which the If Shareholder approval is obtained for the securities are to Resolution, the Company intends to issue the be issued Shares as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting. Terms of securities Fully paid ordinary Shares that will be held in voluntary escrow for 12 months from the date of issue of the Shares. Once the Shares are released from escrow, they will rank pari passu with those Shares already on issue Director Director Fees of $60,000 per annum Remuneration As approved by Shareholders at the 2024 AGM, 1,000,000 Shares were issued upon re-election. Subject to Shareholder approval 1,000,000 Shares are to be issued each subsequent anniversary of appointment. Shares are to be placed in escrow for 12 months from time of issue. Use of funds The Shares will be issued for nil consideration and therefore no funds will be raised.

Recommendation

The Directors ( with Mr Luke Donnellan abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

Resolution 4 – Approval of proposed issue of Shares to Mr Peter Borden, Director

Pursuant to Mr Peter Borden’s letter of appointment as a Director, as part of his remuneration, Mr Peter Borden will be issued with 1,000,000 Shares in the Company on an annual basis.

Specific information required by ASX Listing Rule 10.13

Recipients and Mr Peter Borden – Non-Executive Director Category under (Listing Rule 10.11.1) ASX Listing Rule 10.11 Maximum no. of 1,000,000 fully paid ordinary shares securities to be issued Issue price per To be issued at the closing market Share price of security the Company’s Shares at market close on the

day prior to the date on which the Shares are issued.

Date on which the If Shareholder approval is obtained for the securities are to be Resolution, the Company intends to issue the issued Shares as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting. Terms of securities Fully paid ordinary Shares that will be held in voluntary escrow for 12 months from the date of issue of the Shares. Once the Shares are released from escrow, they will rank pari passu with those Shares already on issue Director Director Fees of $60,000 per annum Remuneration Subject to Shareholder approval, 1,000,000 Shares issued upon appointment and each subsequent anniversary of appointment. Shares to be placed in escrow for 12 months from time of issue. Use of funds The Shares will be issued for nil consideration and therefore no funds will be raised.

Recommendation

The Directors ( with Mr Peter Borden abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

Resolution 5 – Approval of proposed issue of Shares to Mr Damian Smith, Director

All employees in the Company were issued with Shares on 1 September 2025 as recognition for their contribution to the performance of the Company. This Resolution seeks approval to issue Shares to Mr Damian Smith, an executive Director of the Company, on the same terms.

Specific information required by ASX Listing Rule 10.13

Recipients and Mr Damian Smith – Executive Director (Listing
Category under Rule 10.11.1)
ASX Listing Rule
10.11
Maximum no. of 250,000 fully paid ordinary shares
securities to be
issued
Issue price per To be issued at the closing market Share price of
security the Company’s Shares at market close on the
day prior to the date on which the Shares are
issued.

Date on which the If Shareholder approval is obtained for the securities are to be Resolution, the Company intends to issue the issued Shares as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting. Terms of securities The Shares rank pari passu with those Shares already on issue Base salary $266,063 inclusive of Executive superannuation Remuneration Short term incentive (STI) of up to 60% of annual base salary paid in cash if annual targets approved by the Board are met. Long term incentive (LTI) of 40% of annual base salary paid in shares if annual targets approved by the Board are met.

Use of funds The Shares will be issued for nil consideration and therefore no funds will be raised.

Recommendation

The Directors (with Mr Damian Smith abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

Resolution 6 – Approval of proposed issue of Shares to Mr Lucas Murtagh, Director

All employees in the Company were issued with Shares on 1 September 2025 as recognition for their contribution to the performance of the Company. This Resolution seeks approval to issue Shares to Mr Lucas Murtagh, an executive Director of the Company, on the same terms.

Specific information required by ASX Listing Rule 10.13

Recipients and Mr Lucas Murtagh – Executive Director (Listing
Category under Rule 10.11.1)
ASX Listing Rule
10.11
Maximum no. of 250,000 fully paid ordinary shares
securities to be
issued
Issue price per To be issued at the closing market Share price of
security the Company’s Shares at market close on the
day prior to the date on which the Shares are
issued.

Date on which the If Shareholder approval is obtained for the securities are to be Resolution, the Company intends to issue the issued Shares as soon as reasonably practicable after the Meeting, or in any event within one month after the date of the Meeting.

Terms of securities

Executive Remuneration

The Shares rank pari passu with those Shares already on issue Base salary $266,063 inclusive of superannuation.

Short term incentive (STI) of up to 60% of annual base salary paid in cash if annual targets approved by the Board are met.

Long term incentive (LTI) of 40% of annual base salary paid in shares if annual targets approved by the Board are met.

Use of funds

The Shares will be issued for nil consideration and therefore no funds will be raised.

Recommendation

The Directors (with Mr Lucas Murtagh abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

ITEM 6 - Approval of proposed issue of Performance Rights to Directors

The Company is proposing to issue Performance Rights pertaining to the Financial Years ending on 30 June 2025 and 30 June 2026 under the Company’s Long Term Incentive Plan ( Plan ) to Mr Damian Smith and Mr Lucas Murtagh (the Performance Rights Issue ).

Listing Rule 10.14 provides that a listed Company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

a) A director of the Company;

  • b) An associated of a Director of the Company; or

c) A person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.1.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders,

unless it obtains the approval of its Shareholders.

The Performance Rights Issue falls within Listing Rule 10.14.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolutions 7, 8, 9 and 10 seek the required Shareholder approval to the Performance Rights Issue under and for the purposes of Listing Rule 10.14.

If each of the Resolutions are passed the Company will proceed with the Performance Rights Issue the subject of that Resolution and the Performance Rights (and Shares issued upon vesting of the Performance Rights) will not be included in calculating the Company’s capacity to issue equity securities equivalent to 15% of the Company’s ordinary securities under Listing Rule 7.1.

If each of the Resolutions are not passed the Company will not be able to proceed with the Performance Rights Issue the subject of that Resolution. In that circumstance, issues may arise with the competitiveness of the Director’s total remuneration packages. The Board would then need to consider alternative remuneration arrangements which are consistent with the Company’s remuneration principles, including providing an equivalent cash long-term incentive subject to the risk of forfeiture, performance conditions and performance period.

The Company proposes to issue performance rights to certain directors under the employee incentive plan subject to shareholder approval. These performance rights are designed to align the interests of directors with those of shareholders by linking remuneration to the achievement of strategic and financial performance targets. If the specified performance conditions are met over the relevant measurement period, the rights will vest and convert into ordinary shares in the Company at no cost to the recipient. This structure supports the Company’s objective of attracting, retaining, and motivating high-calibre directors while promoting long-term value creation and sustainable growth.

As the proposed issues within Resolutions 7, 8, 9 and 10 are to be under a new Plan, for the purposes of ASX Listing Rule 10.15.5 there have been NIL securities issued to the Directors subject to those Resolutions.

Chapter 2E of the Corporations Act Directors to pass resolution to confirm

Chapter 2E of the Corporations Act requires shareholder approval where a public company seeks to give a financial benefit to a related party (unless an exception applies). Mr Damian Smith, as a Director, is considered to be a related party of the Company and the issue of Options to him will constitute a financial benefit.

An exception to the requirement to obtain shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party's "reasonable remuneration".

The Board, with Mr Damian Smith and Mr Lucas Murtagh abstaining, has determined that the grant of Performance Rights to Mr Damian Smith and Mr Lucas Murtagh and any issue of Shares upon the vesting of the Performance Rights constitutes part of the reasonable remuneration of the Director.

Eligibility

The following individuals are eligible to participate under the Plan:

  • A Director or Secretary of the Company or any of its subsidiaries; or

  • • A permanent full-time or permanent part-time employee of the Company selected by the Board to participate.

Recipients and Category Mr Damian Smith – Director (Listing Rule under ASX Listing Rule 10.14.1) 10.14

Current Remuneration

Base salary $266,063 inclusive of superannuation.

Short term incentive (STI) of up to 60% of annual base salary paid in cash if annual targets approved by the Board are met. Long term incentive (LTI) of 40% of annual base salary paid in shares if annual targets approved by the Board are met. Number of Performance 5,255,467 Performance Rights Rights to be issued Exercise price Nil Value $100,905 Vesting Date 30 June 2027 Loan available No Date by which the The Company intends to issue the Company will issue the Performance Rights within one month of performance rights receiving required Shareholder approval, but no later than three years following the date of the Shareholder approval. Names of Directors and The Directors and Office Holders who are Directors’ associates entitled to participate in the Plan are Lucas who are entitled to Murtagh, Damian Smith and Vesna Jelesic. participate in the Plan

In reaching this conclusion, the Board has had regard to a variety of factors including the Director’s current remuneration and market practice for the remuneration offered to persons in comparable positions at comparable companies.

Details of any securities issued under the Plan will be published in the annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in the Plan after the Resolutions are approved and who were not named in this Notice of Meeting will not participate until approval is obtained under that rule.

Plan Rules

A brief summary of the proposed terms of the Plan is set out in Schedule 2 to this Explanatory Statement.

Under the Plan, the Company is entitled to issue performance rights to Directors, officers and employees, subject to such terms and restrictions as the Board identifies and at issue or exercise prices as the Board determines.

The Company is seeking Shareholder approval to the issue of the Performance Rights on the terms outlined below.

Resolution 7 – Approval of proposed issue of Performance Rights to Mr Damian Smith, Director

Specific information required by ASX Listing Rule 10.15

Vesting Conditions:

Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over the performance period, measured as the Compound Annual Growth Rate (CAGR):

Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over
the performance period, measured as the Compound Annual Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over
the performance period, measured as the Compound Annual Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over
the performance period, measured as the Compound Annual Growth Rate (CAGR):
Performance TSR – CAGR % of Award Vesting
Below threshold <10%per annum 0%
At threshold 10%per annum 50%
Between threshold
and stretch
10%-15% per
annum
Straight line pro-rata
vesting
Beyond stretch >15%per annum 100% of award

Recommendation

The Directors (with Mr Damian Smith abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

Resolution 8 – Approval of proposed issue of Performance Rights to Mr Damian Smith, Director

Performance Rights are proposed to be issued to Mr Damian Smith as outlined within this Explanatory Memorandum and in conjunction with his Current Remuneration as outlined below, for the financial years ending on 30 June 2025 and 30 June 2026.

Specific information required by ASX Listing Rule 10.15

Eligibility

The following individuals are eligible to participate under the Plan:

  • A Director or Secretary of the Company or any of its subsidiaries; or

  • • A permanent full-time or permanent part-time employee of the Company selected by the Board to participate.

Recipients and Category under ASX Listing Rule 10.14

Current Remuneration

Mr Damian Smith – Non-Executive Director (Listing Rule 10.14.1)

Base salary $266,063 inclusive of superannuation Short term incentive (STI) of up to 60% of annual base salary paid in cash if annual targets approved by the Board are met.

Long term incentive (LTI) of 40% of annual base salary paid in shares if annual targets approved by the Board are met.

Number of Performance Rights to be issued

2,981,102 Performance Rights

Exercise price

Exercise price Nil Value $106,425 Vesting Date 30 June 2028 Loan available No Date by which the The Company intends to issue the Company will issue Performance Rights within one month of the performance receiving required Shareholder approval, but rights no later than three years following the date of the Shareholder approval.

Names of Directors The Directors and Office Holders who are and Directors’ entitled to participate in the Plan are Lucas associates who are Murtagh, Damian Smith and Vesna Jelesic. entitled to participate in the Plan

Vesting Conditions:

Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over the performance period, measured as the Compound Annual Growth Rate (CAGR):

Awards will vest based on the Company’s absolute Total Shareholder Return
(TSR) over the performance period, measured as the Compound Annual
Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return
(TSR) over the performance period, measured as the Compound Annual
Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return
(TSR) over the performance period, measured as the Compound Annual
Growth Rate (CAGR):
Performance TSR – CAGR % of Award
Vesting
Below threshold <10%per annum 0%
At threshold 10%per annum 50%
Between threshold
and stretch
10%-15% per
annum
Straight line
pro-rata
vesting
Beyond stretch >15% per annum 100% of
award

Recommendation

The Directors (with Mr Damian Smith abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

Resolution 9 – Approval of proposed issue of Performance Rights to Mr Lucas Murtagh, Director

Performance Rights are proposed to be issued to Mr Damian Smith as outlined within this Explanatory Memorandum and in conjunction with his Current Remuneration as outlined below, for the financial years ending on 30 June 2025 and 30 June 2026.

Specific information required by ASX Listing Rule 10.15

Eligibility

The following individuals are eligible to participate under the Plan:

  • A Director or Secretary of the Company or any of its subsidiaries; or

  • A permanent full-time or permanent part-time employee of the Company selected by the Board to participate.

Recipients and Category under ASX Listing Rule 10.14

Current Remuneration

Mr Lucas Murtagh – Director (Listing Rule 10.14.1)

Base salary $266,063 inclusive of superannuation

Short term incentive (STI) of up to 60% of annual base salary paid in cash if annual targets approved by the Board are met.

Long term incentive (LTI) of 40% of annual base salary paid in shares if annual targets approved by the Board are met.

Number of Performance Rights to be issued

Exercise price

Value

Vesting Date

Loan available

Date by which the Company will issue the performance rights

Names of Directors and Directors’ associates who are entitled to participate in the Plan

5,255,467 Performance Rights

Nil $100,905

30 June 2027

No

The Company intends to issue the Performance Rights within one month of receiving required Shareholder approval, but no later than three years following the date of the Shareholder approval.

The Directors and Office Holders who are entitled to participate in the Plan are, Lucas Murtagh, Damian Smith and Vesna Jelesic.

Vesting Conditions:

Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over the performance period, measured as the Compound Annual Growth Rate (CAGR):

Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over
the performance period, measured as the Compound Annual Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over
the performance period, measured as the Compound Annual Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over
the performance period, measured as the Compound Annual Growth Rate (CAGR):
Performance TSR – CAGR % of Award Vesting
Below threshold <10%per annum 0%
At threshold 10%per annum 50%
Between threshold
and stretch
10%-15% per
annum
Straight line pro-rata
vesting
Beyond stretch >15%per annum 100% of award

Recommendation

The Directors (with Mr Lucas Murtagh abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

Resolution 10 – Approval of proposed issue of Performance Rights to Mr Lucas Murtagh, Director

Specific information required by ASX Listing Rule 10.15

Eligibility

The following individuals are eligible to participate under the Plan:

  • A Director or Secretary of the Company or any of its subsidiaries; or

  • A permanent full-time or permanent part-time employee of the Company selected by the Board to participate.

Recipients and Category under ASX Listing Rule 10.14

Current Remuneration

Mr Lucas Murtagh – Director (Listing Rule 10.14.1)

Base salary $266,063 inclusive of superannuation

Short term incentive (STI) of up to 60% of annual base salary paid in cash if annual targets approved by the Board are met.

Long term incentive (LTI) of 40% of annual base salary paid in shares if annual targets approved by the Board are met.

Number of Performance Rights to be issued

2,981,102 Performance Rights

Exercise price Nil

Value $106,425

Vesting Date

30 June 2028

Date by which the The Company intends to issue the Options Company will issue the within one month of receiving required performance rights Shareholder approval, but no later than three years following the date of the Shareholder approval.

Names of Directors and The Directors and Office Holders who are Directors’ associates entitled to participate in the Plan are, Lucas who are entitled to Murtagh, Damian Smith, and Vesna Jelesic. participate in the Plan

.

Vesting Conditions:

Awards will vest based on the Company’s absolute Total Shareholder Return (TSR) over the performance period, measured as the Compound Annual Growth Rate (CAGR):

Awards will vest based on the Company’s absolute Total Shareholder Return
(TSR) over the performance period, measured as the Compound Annual
Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return
(TSR) over the performance period, measured as the Compound Annual
Growth Rate (CAGR):
Awards will vest based on the Company’s absolute Total Shareholder Return
(TSR) over the performance period, measured as the Compound Annual
Growth Rate (CAGR):
Performance TSR – CAGR % of Award
Vesting
Below threshold <10%per annum 0%
At threshold 10%per annum 50%
Between threshold
and stretch
10%-15% per
annum
Straight
line pro-
rata vesting
Beyond stretch >15% per annum 100% of
award

Recommendation

The Directors (with Mr Lucas Murtagh abstaining) recommend voting in favour of this Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of this Resolution.

ITEM 8 - Ratification and approval of previous allotments and issues of Shares

Resolution 11 seeks Shareholder approval to ratify previous allotments and issue of securities.

In accordance with Listing Rule 7.4, to restore the Company’s capacity to issue securities under Listing Rule 7.1 it is proposed that Shareholders ratify the issues of the Shares and Performance Rights considered by these Resolutions ( Securities Issues ).

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 securities it had on issue at the start of that period.

The Securities Issues being considered under Resolution 11 does not fit within any of these exceptions and, as they have not yet been approved by the Company’s Shareholders, the Securities Issues effectively use up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue date.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under that rule. To this end, Resolution 11 seeks Shareholder approval of the Securities Issues under and for the purposes of Listing Rule 7.4.

If Resolution 11 is passed, the Securities Issues under this Resolution will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 11 is not passed, the Securities Issues will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the issue date.

The following information is provided in accordance with Listing Rule 7.5 for each of the Resolutions:

Resolution 11 – Ratification of previous allotment and issue of Shares

Recipients of All employees of Asset Vision Co Ltd (excluding
Shares Mr Damian Smith and Mr Lucas Murtagh).
Number of 4,250,000 fully paid ordinary shares
securities
issued
Issue price per The Shares were issued for nil cash
security consideration with an estimated value of $0.045
per Share, being the share price on day of issue
Date on which 1 September 2025
the securities
were issued
Terms of Fully paid ordinary Shares that rank pari passu
securities with those Shares already on issue
Purpose of The Shares were issued to the employees of
issue Asset Vision Co Ltd as recognition for their
contribution to the performance of the Company.
Use of funds No funds were raised from the issue of Shares

Recommendation

The Directors recommend voting in favour of the Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of the Resolution.

ITEM 10 – of Additional Share Issue Capacity under ASX Listing Rule 7.1A

Resolution 12 – Approval of additional 10% Placement Capacity

General

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 securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its Shareholders, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If the 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 the Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in 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.

The Resolution is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders entitled to vote and voting on this Resolution for it to be passed.

Eligibility

An eligible entity under ASX Listing Rule 7.1A is one which, at the date of the Resolution, has a market capitalisation of $300 million or less and is not included in the S&P / ASX 300 Index. The Company anticipates that it will be an eligible entity for the purposes of ASX Listing Rule 7.1A at the time of the Meeting.

The exact number of equity securities that may be issued pursuant to the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 which provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the date of the annual general meeting, a number of equity securities calculated as follows:

(A x D) – E

Where:

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement to issue (the relevant period):

  • plus the number of fully paid ordinary securities issued in the 12 months under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17;

  • plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities under rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;

  • plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

  • the agreement was entered into before the commencement of the relevant period; or

  • the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4;

  • plus the number of fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4;

  • plus the number of partly paid ordinary securities that became fully paid in the 12 months;

  • • less the number of fully paid ordinary securities cancelled in the 12 months;

Note that A has the same meaning in the ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%.

E is the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rules 7.1 or 7.4.

Any equity securities issued under the 10% Placement Capacity must be in an existing quoted class of the Company’s equity securities. The Company presently has one class of quoted securities, being Shares (ASX Code: ASV).

Required information

The following information is provided to Shareholders to allow them to assess the Resolution, including for the purposes of ASX Listing Rule 7.3A.

Minimum price

As required by ASX Listing Rule 7.1A.3, any equity securities issued by the Company under ASX Listing Rule 7.1A can only be issued at a price that is no less than 75% of the volume weighted average market price for securities in that class calculated over the 15 trading days on which trades in that class were recorded immediately before:

  • a) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

  • b) if the securities are not issued within 10 trading days of the date in paragraph (a) above, the date on which the securities are issued.

Risk of economic and voting dilution to existing Shareholders

If the Resolution is approved by Shareholders and the Company issues securities under the 10% Placement Capacity, the additional economic and voting interests in the Company will be diluted. There is a risk that the market price of the Company’s securities may be significantly lower on the issue date than on the date of the Annual General Meeting and the securities may be issued at a price that is at a discount to the market price on the issue date.

The table below shows a number of potential dilution scenarios for a capital raising which may be conducted under ASX Listing Rule 7.1A as required by ASX Listing Rule 7.3A.4 where the number of the Company’s Shares on issue (Variable “A” in the formula in ASX Listing Rule 7.1A.2) has remained current or increased by either 50% or 100% and the Share price has decreased by 50%, remained current or increased by 100% based on the closing Share price on ASX on 2 September 2025.

The following dilution table uses the following assumptions which the Company does not represent will necessarily occur:

  • a) the “issue price at current market price” is the closing price of the Shares on ASX on 2 September 2025.

  • b) Variable “A” is 748,611,565 which equates to the number of current Shares on issue at 2 September 2025. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro-rata issue) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders meeting;

  • c) the Company issues the maximum number of securities available under the additional 10% ASX Listing Rule 7.1A approval;

  • d) the table shows only the effect of issues of securities under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1;

  • e) no Options are exercised into Shares before the date of issue of equity securities;

  • f) 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%;

  • g) the table does not show an example of dilution that may be caused to a particular Shareholder by reason of the placements under ASX Listing Rule 7.1A, based on that Shareholder’s holding at the date of the Annual General Meeting;

  • h) the issue of Shares under ASX Listing Rule 7.1A consists only of fully-paid ordinary shares in the Company; and

  • i) “Funds Raised” are before any capital raising costs which may be incurred.

Variable “A” in ASX
Listing Rule 7.1.A.2
Dilution Table
$0.024
50% decrease in
Issue Price
$0.048
Issue Price
$0.096
100% increase in
Issue Price
Current Variable A
748,611,565 Shares
10% Voting
Dilution
74,861,157 74,861,157 74,861,157
Funds
Raised ($)
$1,796,667.768 $3,593,335.536 $7,186,671.072
50% increase in
current Variable A
1,122,917,348
Shares
10% Voting
Dilution
112,291,735 112,291,735 112,291,735
Funds
Raised ($)
$2,695,001.64 $5,390,003.28 $10,780,006.56
100% increase in
current Variable A
1,497,223,130
Shares
10% Voting
Dilution
149,722,313 149,722,313 149,722,313
Funds
Raised ($)
$3,593,335.512 $7,186,671.024 $14,373,342.05

10% Placement Period

Shareholder approval under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which approval is obtained until the earlier of:

  • a) the date which is 12 months after the date of the Annual General Meeting at which the approval was obtained;

  • b) the time and date of the Company’s next Annual General Meeting; or

  • c) the date of approval by Shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).

Purpose of additional 10% Placement Capacity

While the Company does not have any immediate plans to issue Shares under the 10% Placement Capacity, the Company may seek to issue securities under the 10% Placement Capacity for cash consideration. The Company may use the funds for working capital, investing activities (including possible complementary business acquisitions if any are identified and approved by the Board), meet financing commitments or capital management activities deemed by the Board to be in the best interests of the Company.

The Company will comply with any disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon the issue of any securities under ASX Listing Rule 7.1A.

Allocation policy

The Company’s allocation policy is dependent upon the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of allottees of equity securities will be determined on a case by case basis having regard to factors including but not limited to the following:

  • a) the methods of raising funds that are then available to the Company;

  • b) the effect of the issue of the equity securities on the control of the Company;

  • c) the financial situation and solvency of the Company; and

  • d) advice from professional and corporate advisers (if applicable).

Allottees under any capital raising which may be conducted under the 10% Placement Capacity pursuant to ASX Listing Rule 7.1A have not been determined as at the date of this Notice of Meeting and may include existing and/or new Shareholders but cannot include any related parties or associates of a related party of the Company.

Previous Issue of Securities under ASX Listing Rule 7.1A

The Company has not issued any securities under ASX Listing Rule 7.1A in the previous 12 months.

Compliance with ASX Listing Rules 7.1A.4 and 3.10.3

When the Company issues equity securities pursuant to the 10% Placement Capacity, it will give ASX:

  • a) a list of the names of the persons to whom the Company issues the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with ASX Listing Rule 7.1A.4; and

  • b) the information required by ASX Listing Rule 3.10.3 for release to the market.

At the date of the Notice of Meeting the Company has not invited and has not determined to invite any particular existing Shareholder or an identifiable class of existing Shareholder to participate in an offer under ASX Listing Rule 7.1A. Accordingly, no existing Shareholder will be excluded from voting on this Resolution.

Recommendation

The Directors recommend voting in favour of the Resolution.

Chairman’s available proxies

The Chairman of the Meeting will be voting any undirected proxies in favour of the Resolution.

ITEM 11 – Approval of Long Term Incentive Plan

Resolution 13 – Approval of Long Term Incentive Plan

Background

A key component of remuneration provided to executives and other employees is long-term incentives. Long-term incentives ensure employees and directors have part of their remuneration aligned with Shareholder success and value creation. The development of a new Long Term Incentive Plan is a strategic investment in the company’s future. It will better align leadership and employee interests with long-term organizational success, reinforce a highperformance culture, and ensure the company remains competitive in attracting and retaining the talent required to drive growth and innovation.

Information required by the ASX Listing Rules

ASX Listing Rule 7.1 restricts listed companies from issuing more than 15% of their issued share capital in any 12-month period without shareholder approval. However, there are a number of exceptions to this restriction. Exception 13(b) of ASX Listing Rule 7.2 provides that shareholder approval will not apply to an issue under an employee incentive scheme if, within three years before the date of the issue, Shareholders approve the issue of securities under the scheme as an exception to the rule.

If the Plan is approved by Shareholders, issues under the Plan over the next three (3) years will fall under this ASX Listing Rule exception and will not affect the Company’s ability to separately issue up to 15% of its total ordinary securities in any 12-month period (without having to obtain further Shareholder approval). If this Resolution is not approved any securities issued in accordance with the Plan will be deducted from the calculation of the Company’s 15% capacity and therefore reduce the Company’s capacity to raise additional equity funds over the next 12-months without shareholder approval.

However, the exception does not apply to Directors and their associates, who are deemed related parties of the Company, and issues to such persons will require separate approval under ASX Listing Rule 10.14.

The existing Employee Incentive Plan has not been approved by Shareholders within the preceding three years, and the Company has been offering securities as incentives on an informal basis. These issues of securities have occurred within the Company’s capacity under ASX Listing Rule 7.1 and have usually been subsequently ratified by Shareholders under the provisions of ASX Listing Rules 7.4 and 7.5.

By obtaining Shareholder approval pursuant to this Resolution of the Plan, for the following three years the Company will be able to issue securities to eligible employees under the Plan without utilising its capacity to do so under ASX Listing Rule 7.1. That is to say, the Company can do so under ASX Listing Rule 7.2 exception 13.

In accordance with ASX Listing Rule 7.2, exception 13, a summary of the key terms of the New Plan is set out in Schedule 3.

For the purposes of Listing Rule 7.2 exception 13:

  • (a) it is proposed that up to 30,000,000 equity securities will be issued under the Plan that will be issued in the three years immediately following this Meeting, subject to its approval at this Meeting (excluding securities issued to Executive and Non-Executive Directors).

Directors’ Recommendation

The Directors are all currently eligible to participate in the Plan and therefore, as a matter of good corporate governance, abstain from making a recommendation in relation to this Resolution.

Schedule 1

Glossary

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

$ means Australian dollars;

Annual General Meeting or Meeting means the annual general meeting of the Company for 2025 to which the Notice relates;

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;

ASX Listing Rules or Listing Rules means the ASX Listing Rules as amended from time to time and available on the ASX website;

Board means the board of Directors of the Company;

Chairman or Chair means the chairman of the annual general meeting;

Company or ASV means Asset Vision Co Ltd ACN 164 718 361;

Corporations Act means Corporations Act 2001 (Cth) ;

Director means a director of the Company;

Explanatory Statement means the explanatory statement comprising part of this Notice of Meeting;

ASV or Company means Asset Vision Co Ltd ACN 164 718 361;

Notice of Meeting means the notice of meeting attached to, and forming part of, this document;

Plan means Asset Vision Co Ltd Employee Incentive Plan;

Proxy Form means the voting form relating to the Meeting in the form accompanying this Explanatory Statement and the Notice of Meeting.

Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2025;

Resolution means the ordinary and special resolutions as set out in the Notice of Meeting;

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

Shareholder means the registered holder of a Share in the Company;

Schedule 2 Summary of Long-Term Incentive Plan

LONG-TERM INCENTIVE PLAN

Asset Vision Co Ltd (ASV) has adopted the Long-Term Incentive Plan.

Under the Plan, ASV may grant Performance Rights to Eligible Employees, including Directors, subject to terms and conditions determined by the Board. Performance Rights may entitle participants to Shares or, in certain cases, a cash equivalent, upon satisfaction of performance and/or service conditions.

Offers under the Plan must be made in writing and specify the terms of the grant, including any restrictions, vesting conditions, and exercise procedures. Performance Rights are generally non-transferable and may be subject to restrictions on dealing, in accordance with the Securities Trading Policy and any Board-imposed conditions.

Unless otherwise determined by the Board, Performance Rights will vest upon satisfaction of specified performance criteria and may be exercised during a defined Exercise Period. Unvested or unexercised Performance Rights may lapse in certain circumstances, including failure to meet conditions, expiry of the Exercise Period, or cessation of employment, subject to Board discretion. Good Leavers may retain a pro-rata portion of unvested rights, while Bad Leavers typically forfeit all entitlements.

Shares allocated under the Plan will be issued fully paid and rank equally for dividends with other Shares on or after the date of allotment. The Board may determine that Shares be purchased on-market or issued directly. Restrictions on disposal may apply, but the Board may lift such restrictions in the event of a Change of Control or similar corporate transaction.

In the event of a capital reorganisation, bonus issue, or rights issue, the number or terms of Performance Rights may be adjusted in accordance with the ASX Listing Rules.

The Board will administer the Plan and has absolute discretion to: implement procedures for administration; resolve questions of interpretation; delegate powers; and amend the Plan, provided such amendments do not materially prejudice existing participants without their consent.

The Plan may be suspended, terminated or amended at any time by the Board, subject to any shareholder approvals required under the ASX Listing Rules. No broker’s fees or commissions are payable by participants for the grant or exercise of Performance Rights under the Plan.

Participants granted Performance Rights or Shares under the Plan are bound by the rules of the Plan and by the Constitution of ASV.

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655

Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 12:00pm (Melbourne time) on Tuesday, 21 October 2025.

TO APPOINT A PROXY ONLINE BY SMARTPHONE
STEP 1: VISIThttps://www.votingonline.com.au/asvagm2025
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

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

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 12:00pm (Melbourne time) on Tuesday, 21 October 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

Online https://www.votingonline.com.au/asvagm2025  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Asset Vision Co Ltd ACN 164 718 361

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Asset Vision Co Ltd (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Suite 4, 799 Springvale Road, Mulgrave, Melbourne VIC 3170 on Thursday, 23 October 2025 at 12:00pm (Melbourne time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1,3,4,5,6,7,8,9,10 & 13 I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of Resolutions 1,3,4,5,6,7,8,9,10 & 13 even though Resolutions 1,3,4,5,6,7,8,9,10 & 13 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2
VOTING DIRECTIONS
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not
be counted in calculatingthe required majorityif apoll is called.
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
Res 1
Adoption of Remuneration Report
Res 8
Approval of proposed issue of
Performance Rights to Mr Damian Smith,
Director
Res 2
Re-election of Mr Lucas Murtagh
Res 9
Approval of proposed issue of
Performance Rights to Mr Lucas
Murtagh, Director
Res 3
Approval of proposed issue of Shares to Mr
Luke Donnellan, Non-Executive Director
Res 10
Approval of proposed issue of
Performance Rights to Mr Lucas
Murtagh, Director
Res 4
Approval of proposed issue of Shares to Mr
Peter Borden, Director
Res 11
Ratification of previous allotment and
issue of Shares
Res 5
Approval of proposed issue of Shares to Mr
Damian Smith, Director
Res 12
Approval of additional 10% Placement
Capacity (Special Resolution)
Res 6
Approval of proposed issue of Shares to Mr
Lucas Murtagh, Director
Res 13
Approval of new Long Term Incentive
Plan
Res 7**
Approval of proposed issue of Performance
Rights to Mr Damian Smith, Director

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Director

Sole Director and Sole Company Secretary

Securityholder 3

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025