CONNECTED MINERALS LIMITED — AGM Information 2021

Nov 24, 2021

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25 November 2021

Dear Shareholder,

Annual General Meeting - Notice and Proxy Form

Notice is hereby given that the Annual General Meeting ( Meeting ) of Shareholders of Connected IO Limited (ACN 009 076 233) ( Company ) will be held at Level 24, 44 St Georges Terrace, Perth WA at 10.00AM (AWST) on Thursday, 6 January 2022.

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings.

In accordance with Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting ( Notice ). Instead, a copy of the Notice is available through the ASX website at https://www2.asx.com.au/markets/company/cio

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

Shareholders are encouraged to vote online at https://www.investorvote.com.au/ or by returning the attached proxy form by:

post to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia or facsimile to: 1800 783 447 within Australia or +61 3 9473 2555 outside Australia

To vote online you will require your secure access information set out on your proxy form or use your mobile device to scan your personalised QR code.

Your proxy voting instruction must be received by 4:00pm (AWST) on 4 January 2022., being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 are changing. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX.

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. If you have any difficulties obtaining a copy of the Notice please contact the Company's share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

Yours faithfully Simon Whybrow Company Secretary

Connected IO Limited ABN: 99 009 076 233 Level 24, 44 St Georges Tce, Perth WA 6000 T +61 8 6211 5099; F +61 8 9218 8875

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Connected IO Limited (ACN 009 076 233)

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting of Shareholders to be held at Level 24, 44 St Georges Terrace, Perth WA 6000 at 10.00AM (AWST) on Thursday, 6 January 2022.

Important

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

In accordance with Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) , the Company will not be dispatching physical copies of this Notice of Meeting unless a Shareholder has elected to receive documents in hard copy. For each shareholder that the Company has an email addresses on record, the Company will send a copy of this Notice and material relating to the Meeting or provide a link to where the Notice and other material can be viewed or downloaded by email. To the other Shareholders, the Company will send a letter setting out a URL for viewing or downloading the Notice and other material. If you are unable to attend the Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Connected IO Limited (ACN 009 076 233) (“ Company ”) will be held at Level 24, 44 St Georges Terrace, Perth WA 6000 commencing at 10.00AM (AWST) on Thursday, 6 January 2022.

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government’s and State Government’s current restrictions for physical gatherings at the location specified above.

Circumstances relating to COVID-19 are changing rapidly. The Company will update Shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

BUSINESS OF THE ANNUAL GENERAL MEETING

Financial & other reports

To receive and consider the financial report for the year ended 30 June 2021 and the accompanying Directors’ Report, Directors’ Declaration, and Auditor’s Report.

Resolution 1 – Adoption of the Remuneration Report

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

“That the Remuneration Report that forms part of the Directors’ Report for the financial year ended 30 June 2021, be adopted.”

The Remuneration Report is set out in the Directors’ Report in the Annual Report. Please note that the vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

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Voting Prohibition Statement
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
• a member of the Key Management Personnel, details of whose remuneration are included in the
Remuneration Report; and
• a Closely Related Party of such a member.
However, a person (the voter) 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:
• the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this
Resolution; or
• the voter is the Chair and the appointment of the Chair as proxy:
o does not specify the way the proxy is to vote on this Resolution; and
o 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.
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Resolution 2 – Disposal of CIO Tech, Inc

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

“That, for the purposes of ASX Listing Rule 11.2 and for all other purposes, approval is given for the disposal of CIO Tech, Inc being the main undertaking of the Company by way of a sale to Yakov Temov under the Share Transfer Deed described in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of: • Yakov Temov; 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 entity; 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 person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 – Re-Election of Mr Adam Sierakowski

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

“That Mr Adam Sierakowski, having retired in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, to be re-elected as a Director of the Company with immediate effect.”

Resolution 4 – Approval of additional 10% Placement Capacity

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Statement.”

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf a person who is expected to participate in, or will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), and any associate of those persons.

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

• a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or • the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Other business

In accordance with section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Annual General Meeting.

By Order of the Board

____ Adam Sierakowski Non-Executive Director Connected IO Limited

25 November 2021

EXPLANATORY STATEMENT

IMPORTANT INFORMATION

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting to be held at Level 24, 44 St Georges Terrace, Perth WA 6000 commencing at 10.00AM (AWST) on Thursday, 6 January 2022.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Meeting. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

INTERPRETATION

Capitalised terms which are not otherwise defined in this Notice and Explanatory Statement have the meanings given to those terms under the Definitions section.

References to “$” and “A$” in this Notice and Explanatory Statement are references to Australian currency unless otherwise stated.

References to time in this Notice and Explanatory Statement relate to the time in Perth, Western Australia.

VOTING EXCLUSION STATEMENTS

Certain voting restrictions apply to the Resolutions as detailed beneath each of the applicable Resolutions.

PROXIES

Please note that:

• a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• a proxy need not be a member of the Company;

• a Shareholder may appoint a body corporate or an individual as its proxy;

• a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

A Proxy Form is enclosed with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a “ Proxy ”) to vote in their place. All Shareholders are invited to attend the Meeting or, if they are unable to attend the Meeting, sign and return the Proxy Form to the Company in accordance with the instructions on the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from

attending or (subject to the voting exclusions set out in the Notice) voting at the Meeting via the online meeting platform.

Proxy Forms must be received by the Company no later than 10:00am (AWST) on 4 January 2022, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

VOTING ENTITLEMENTS

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 4:00pm (AWST) on 4 January 2022. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Annual General Meeting.

REGULATORY INFORMATION

1 Financial and Other Reports

As required by section 317 of the Corporations Act, the financial report for the year ended 30 June 2021 and the accompanying Directors’ Report, Directors’ Declaration and Auditor’s Report will be laid before the Annual General Meeting.

Neither the Corporations Act nor the Company’s Constitution requires a vote on the reports. However, Shareholders will have an opportunity to ask questions about the report at the Annual General Meeting. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the auditor’s report and audit conduct. Written questions may be submitted 5 business days prior to the Annual General Meeting addressed to the Chairman and sent to the Company’s registered office, about the management of the Company, or addressed to the Company’s auditor and sent to the Company’s registered office about audit conduct, accounting policies used by the Company and auditor independence. General questions about the management of the Company will also be taken.

2 Resolution 1 – Adoption of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the remuneration report will be put at the Annual General Meeting. Section 250R(2) of the Corporations Act requires a resolution that the remuneration report adopted be put to a vote. Resolution 1 seeks this approval.

In accordance with section 250R(3) of the Corporations Act, Shareholders should note that Resolution 1 is an “advisory only” Resolution which does not bind the Directors or the Company. However, the Directors take the discussion at the Annual General Meeting and the outcome of the vote into account when considering the Company’s remuneration practices.

Following consideration of the Remuneration Report for the financial year ended 30 June 2021, the Chair, in accordance with section 250SA of the Corporations Act, will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

If at least 25% of the votes cast on a resolution for the adoption of a Remuneration Report are voted against at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Company’s Directors (other than the Managing Director) would be up for re-election.

Directors’ recommendations

The Directors encourage all Shareholders to vote on Resolution 1.

3 Resolution 2 – Disposal of CIO Technology, Inc

3.1 Background

Resolution 2 is an ordinary resolution seeking shareholder approval for the purpose of satisfying ASX Listing Rule 11.2 to dispose of CIO Technology, Inc to Yakov Temov.

The Company proposes to dispose of its main undertaking, its fully owned subsidiary CIO Technology, Inc (“ CIO Tech ”), by way of a sale to Yakov Temov, a former director of the Company (“ Proposed Transaction ”). As announced to the market on 25 November 2021, the Company has entered into a share transfer deed with Mr. Temov to dispose of and sell its interest in CIO Tech to Mr Temov (“ Share Transfer Deed ”). The Share Transfer Deed is subject to a number of conditions precedent being satisfied (or waived) by the parties, including shareholder approval of the Proposed Transaction.

The sale of CIO Tech at this time is considered by the Board to be beneficial for the Company and its shareholders given the current loss-making nature of the CIO Tech business. Since the

global economy first felt the impacts of COVID-19 in early 2020, the CIO Tech business has failed to maintain its previous sales trajectory and has required the injection of more capital into the business. Additionally, the global chip shortage has also severely impacted the ability of the business to quickly rebound and produce and sell inventory in a timely fashion.

Following the recent capital re-structure which eliminated the majority of debt from the Company’s balance sheet and completion of the detailed strategic review (as announced on 25 November 2021), the Board considers it to be in the best interest of shareholders to dispose of the loss-making CIO Tech business and focus on local markets and other Internet of Things (IOT) business prospects that can deliver value to shareholders.

Since the acquisition of CIO Tech in 2016, the Company has assisted with the funding of the software development and product manufacturing costs of CIO Tech. Over the course of time, the Company has impaired a large portion of that loan. As at the date of this Notice, the Company has loan balance of approximately $2.567 million (plus $400,000, which will be repayable by Mr Temov pursuant to the CIO Loan defined below) outstanding from its subsidiary CIO Tech. The agreement to sell CIO Tech to Mr. Temov will result in the Company forgiving all but $400,000 of the loan to CIO Tech, with the balance of $400,000 being repayable by Mr. Temov on or before 30 June 2022. The loan to CIO Tech will be interest free but is secured by Mr. Temov’s shares in the Company and is assured by a personal guarantee from Mr. Temov.

As part of the Proposed Transaction, the Company has entered into an IP licence agreement (“ IP Licence Agreement ”) whereby CIO Tech will grant the Company a licence to use the intellectual property of CIO Tech, with specific focus being on Australia, Hong Kong and Singapore, but excluding North America. This will allow the Company to maintain its presence in the IOT market throughout the Asia Pacific Region and continue to sell products utilising CIO Tech software and intellectual property that has been developed over recent years.

3.2 Summary of the Share Transfer Deed

As announced on 25 November 2021, the Company entered into the Share Transfer Deed with Yakov Temov to sell 100% of the issued share capital in CIO Tech. The key terms of the Share Transfer Deed are set out as follows:

• the consideration payable by Yakov Temov to the Company is $1.00; and

• Yakov Temov agreed to accept transfer of the CIO Tech shares and the responsibility for repaying a $400,000 loan owed by CIO Tech to the Company (“ CIO Loan ”). The CIO Loan will be interest free and is secured against Mr.Temov’s shareholding in the Company and Mr Temov has provided a personal guarantee to the CIO Loan.

Completion of the Share Transfer Deed is subject to the following material conditions being satisfied or waived by the Company:

• the Company obtaining all necessary regulatory and shareholder approvals to enable the Proposed Transaction to achieve completion, including shareholder approval under Listing Rule 11.2;

• the Company and CIO Tech entering into the IP Licence Agreement;

• the Company and CIO Tech entering into a formal deed of forgiveness with respect to all intercompany loans between the Company and CIO Tech other than the CIO Loan, which have been advanced to CIO Tech on an ongoing basis, totalling approximately $2.567 million; and

• the Company and CIO Tech entering into a letter agreement extending the repayment of the CIO Loan, to be due and payable on or before 30 June 2022.

All conditions have been met other than Shareholder approval which is being sought at the Meeting.

The sunset date for the satisfaction of the above conditions is 3 months from the date of the Share Transfer Deed. Either party to the Share Transfer Deed may terminate the agreement by giving not less than 2 business days’ notice to the other party if the above conditions are not satisfied by the Sunset Date or the conditions above are incapable of being satisfied.

The Share Transfer Deed is otherwise on terms and conditions considered standard for agreements of this nature.

3.3 Summary of the IP Licence Agreement

As noted above, the Company has entered into an IP Licence Agreement with CIO Tech. The material terms of the IP Licence Agreement are as follows:

• CIO Tech (as the “ Licensor ”) grants the Company (as the “ Licensee ”) an exclusive, nontransferable, royalty free, system-wide perpetual right to use the Licensed Materials (defined below) or sell any products or services that utilise the Licensed Materials, in any country outside of Canada and the United States of America (including any of their respective territories).

• The materials being licenced includes a cloud-based management platform being a cloud agnostic platform developed using Java, Angular and PHP programming languages and Router firmware compatible with OpenWRT and Linux (together, the “ Licenced Materials ”).

• The Licensee will have the option to directly acquire co-ownership of the Licensed Materials for $250,000 (subject to a separate agreement) which will provide the Licensee the ability to modify or amend the Licensed Materials in whatever way it sees fit and retain exclusive ownership of such modified Licensed Materials.

• The IP Licence Agreement is to remain in force until it is terminated by the Licensee or by mutual agreement between the parties.

• Notwithstanding anything else in this IP Licence Agreement, neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, that arises from the use of the Licensed Materials, or the incompetence of authorised users to properly use the Licensed Materials.

• The Licensor shall indemnify and hold harmless the Licensee and Authorized Users (being persons affiliated with the Licensee, employees (including faculty, staff, and independent contractors) of the Licensee) from and against any and all liabilities, losses, claims, damages, or injuries incurred, including reasonable attorney's fees, that arise from actual or alleged infringement of any third-party intellectual property rights regarding the use of the Licensed Materials by the Licensee or any Authorised User.

• In the event of any dispute or controversy arising out of or relating to this IP Licence Agreement, the parties agree to exercise good faith to resolve the dispute amicably and as soon as possible. In the event that the Parties fail to settle the dispute amicably within thirty (30) days, they shall submit the dispute to informal mediation.

3.4 Listing Rule 11.2

Listing Rule 11.2 provides that where a company proposes to make a significant change in the nature or scale of its activities which involves the disposal of its main undertaking, it must first obtain the prior approval of its shareholders.

Resolution 2 seeks Shareholder approval for the potential disposal of the Company’s main undertaking, CIO Tech. Even if Shareholder approval is obtained, there is no certainty that CIO Tech will be disposed of, as the Share Transfer Deed is subject to other conditions precedent, as set out above.

The information required by ASX Guidance Note 12 “Significant Changes to Activities” to be provided to Shareholders in relation to Resolution 2, is contained within this Explanatory Memorandum and this Notice.

Shareholders should be aware that following the proposed disposal of the Company’s main undertaking, ASX may require the Company to seek Shareholder approval pursuant to Listing Rule 11.1.2 and/or recomply with Chapters 1 and 2 of the Listing Rules pursuant to Listing Rule 11.1.3 with respect to any future material transaction the Company may enter into.

A disposal by a listed entity of its main undertaking can also raise issues under Listing Rule 12.1 and 12.2, which oblige a listed entity to satisfy ASX on an ongoing basis that the level of its operations is sufficient, and its financial condition adequate, to warrant its continued quotation of its securities.

However, at present, the Company has no intention of entering into a material transaction that may require a re-compliance pursuant to Chapters 1 and 2 of the Listing Rules. The disposal of CIO Tech is merely an outcome designed to protect shareholders from any further losses in the United States.

In consideration of the above, the Company considers the likelihood of it entering a transaction that will require it to re-comply under Listing Rule 11.1.3 or the risk that it will not be able to satisfy ASX that its ongoing business operations are sufficient to warrant its continued quotation of its securities, to be low.

If Resolution 2 is passed, the Company will be able to (subject to satisfaction or waiver of the remaining conditions precedent) proceed with the Proposed Transaction and dispose of CIO Tech.

If Resolution 2 is not passed, the Company will not be able to proceed with the Proposed Transaction and may be exposed to future losses and liabilities of CIO Tech. The Company may seek suitable other disposal and/or investment opportunities to deliver value to the Shareholders.

3.5 Effect of the Disposal of CIO Tech

On completion of the Proposed Transaction, the impact on the assets and liabilities of the Company will be as follows:

• (a) a reduction of total assets from $3,948,493 to $3,736,118; and

• (b) a reduction of total liabilities from $1,746,315 to $895,640.

The pro-forma statement of the financial position of the Company showing the financial effect of the disposal of CIO Tech on the Company is annexed as Schedule 1 as at 30 June 2021.

3.6 Advantages of the Disposal of the Interest in CIO Tech

The Directors believe that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on Resolution 2 as it will allow the Company to:

• (a) focus its business in Australia and Southeast Asia;

• (b) assign the liability and commitments for CIO Tech to Mr Temov, thereby reducing the financial burden on the Company whilst still allowing the Company to maintain access to CIO Tech’s technology through the exclusive IP Licence Agreement; and

• (c) not expose shareholders to the continued loss generated from the CIO Tech business.

3.7 Disadvantages of the Disposal of the Interest in CIO Tech

The Directors believe that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on Resolution 2:

• (a) the Company will not be able to participate in or derive any future potential benefit from an increase in sales or new product development of CIO Tech;

• (b) the disposal involves the Company selling an asset which may not be consistent with the investment objectives of all Shareholders;

• (c) subject to the Company’s future growth plans, there may be significant costs associated with the development or acquisition of new product lines; and

• (d) if the Company seeks to acquire an asset and the ASX determines that such an acquisition will require recompliance with Chapter 1 and 2 of the Listing Rules, there may be significant costs associated with that process.

3.8 Company changes to its business model

Following completion of its strategic review as outlined in the Company’s ASX announcement dated 25 November 2021, the Company intends to build on its existing IOT intellectual property assets and has identified several unmet IOT device use cases and IOT service provider organisations which the Company intends to target to develop new revenue streams initially in Australia, then expanding into Southeast Asia and potentially Europe. These include the traditional IOT industrial router markets, but with a focus on new markets such as Smart Cities applications and the on-line gaming market. The revised business model will no longer include the US business which is being divested due to its continued loss-making nature which the Company has not been able to adequately resolve.

The intention of the Company is to organically grow the business using the existing technology - focused mainly on Australasia. As detailed in the Company’s last two quarterly reports the Company is working with an advisory group (Splendor Limited) to identify and formalise a growth plan. This could involve an acquisition, but at this stage, no acquisitions opportunities have been identified or are being contemplated. In the event an acquisition was identified, it would likely be funded through cash or equity consideration, or a combination of both.

In recent weeks, the Company has engaged an Australian based business advisory consultant with expertise in the IOT space to assist in the organic growth of the business. The consultant has already identified several leads where potential customers have expressed an interest in pursuing discussions with the Company using its existing technology and the Company will be aggressively following up on these business leads over the coming months.

These potential customers are primarily seeking solutions using the Company’s cloud management software; however, the Company is also seeking to enter new markets including what it has identified as “un-met” industrial IOT solutions, Smart Cities applications and the everexpanding on-line gaming market.

3.9 Intention following Disposal of the interest in CIO Tech

Following the sale of CIO Tech, the Company intends to continue to grow and expand its activities in the IOT market in Southeast Asia coupled with an organic growth strategy as outlined in the Company’s ASX announcement dated 25 November 2021. The disposal of CIO Tech is an outcome of the strategic review process and the restructure is being implemented to protect shareholders from any further loss from CIO Tech’s business operations in the United States.

Please refer to Section 3.4 above for more information on the intention of the Company following disposal of the interest in CIO Tech.

3.10 Use of proceeds

As outlined at paragraph 3.2 above, the consideration payable by Yakov Temov for the purchase of CIO Tech from the Company is $1, with CIO Tech remaining liable for the repayment of the CIO Loan (a $400,000 debt repayable by CIO Tech to the Company) to be repaid on or before 30 June 2022. Further details on the terms of the CIO Loan are provided in Section 3.2 of this Notice. The repayment of the CIO Loan will be used to repay the Company’s outstanding loans which were provided to the Company by third parties to fund inventory production within CIO Tech.

3.11 Indicative Timetable

The below timetable is a summary of the dates relevant to the Proposed Transaction and future dates are indicative only and subject to change:

Event	Date
Enter Share Transfer Deed and ASX Announcement	25 November 2021
Shareholder approval – Annual General Meeting (under this Notice)	6 January 2022
Completion	6 January 2022

3.12 Implications if the disposal of CIO Tech does not proceed

In the event that Resolution 2 is not passed and/or for any other reason the Company does not dispose of CIO Tech, it will, amongst other things:

• (a) continue to maintain its interest in CIO Tech and continue to investigate opportunities to obtain value from these assets either by further re-structuring the business of CIO Tech, selling an interest in CIO Tech or entering into joint ventures with third parties in respect of the development of CIO Tech;

• (b) the CIO Loan will remain as an intercompany loan between the Company and CIO Tech where it is unlikely that the CIO Loan will be repaid in the short to medium term; and

• (c) explore opportunities to raise equity capital in CIO Tech to enable CIO Tech to fund its ongoing project activities and preserve the Company’s capital to fund the activities in respect of the Company’s future business plans and objectives.

3.13 Other Material Information

There will be no changes to the Company’s Board or senior management as a result of or in connection with completion of the Proposed Transaction.

Mr Temov is no longer a related party of the Company and therefore a Listing Rule 10.1 party, given that he has not been a Director for a period of longer than six months.

ASX takes no responsibility for the contents of the notice.

If the Company does not make an announcement of an intention to acquire a new business or satisfy the ASX that its levels of activity are sufficient, within 6 months from the date of the Share Transfer Deed, ASX will likely suspend its securities from quotation (as provided by ASX Guidance Note 12).

3.14 Board Recommendation

The Directors do not have any material interest in the outcome of Resolution 2.

The Board has approved the proposal to put Resolution 2 to the Shareholders.

Based on the information available, all of the Directors consider that the proposed disposal of CIO Tech, under the Share Transfer Deed, is in the best interests of the Company and recommend that the Shareholders vote in favour of Resolution 2.

4

Resolution 3 – Re-Election of Mr Adam Sierakowski

In accordance with clause 6.3(c) of the Constitution, at every annual general meeting, one third of the Directors for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement.

Mr Sierakowski retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-election.

4.1 Adam Sierakowski

Mr Sierakowski is a lawyer and co-founder of the legal firm Price Sierakowski Corporate and is the founder and managing director of Perth based corporate advisory business, Trident Capital. Mr Sierakowski has held a number of board positions with ASX listed companies. He is a member of the Australian Institute of Company Directors and the Association of Mining and Exploration Companies.

Mr Sierakowski has over 23 years, experience in legal practice, much of which he has spent advising on a range of commercial and corporate transactions to a variety of large private and listed public clients. He has supported and guided many companies undertaking fundraising activities in Australia and seeking to list on the ASX. He has specific experience in the areas of mergers and acquisitions, reverse takeovers, IPO’s, resources, energy, strategic corporate and structuring advice. He has worked extensively over the last 20 years acting as a nonexecutive director and advisor to many ASX listed companies in a diverse range of sectors, with particular skills in corporate compliance, governance and strategy.

The Directors (excluding Mr Sierakowski) unanimously recommend that Shareholders vote in favour of Resolution 3.

The Board confirms that Mr Sierakowski will be considered an independent Director.

Resolution 3 is an ordinary resolution.

5 Resolution 4 - Approval of Additional 10% Capacity

Resolution 4 is a special resolution which seeks Shareholder approval for the issue of Equity Securities totaling up to 10% of the issued capital of the Company under and in accordance with Listing Rule 7.1A (“ 10% Placement Facility ”).

5.1 Listing Rule 7.1A

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 members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 4 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 Resolution 4 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 Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder 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.

Approval of the 10% Placement Facility is valid from the date of the Annual General Meeting until the earlier of:

• 12 months after the Annual General Meeting;

• The time and date of the Company’s next annual general meeting; and

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

(“ 10% Placement Period ”).

The number of Equity Securities that the Company will have the capacity to issue under the 10% Placement Facility will be calculated in accordance with the following formula:

(A x D) – E

• A has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% placement capacity – i.e. the number of shares on issue 12 months before the date of issue or agreement:

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

• plus the number of fully paid Equity Securities issued in the relevant period on the conversion of convertible securities within Listing 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 the Listing Rules to have been approved, under rule 7.1 or rule 7.4,

• plus the number of fully paid Equity Securities issued in the relevant period under an agreement to issue securities within Listing 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 Listing Rule 7.1 or Listing Rule 7.4,

• plus the number of any other Equity Securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4,

• plus the number of partly paid Equity Securities that became fully paid in the relevant period,

• less the number of fully paid Equity Securities cancelled in the relevant period;

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

5.2 Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided to Shareholders in relation to Resolution 4:

(a) Minimum price at which the securities may be issued

In accordance with Listing Rule 7.1A.3, any Equity Securities issued under the 10% Placement Facility will be issued for at least 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• the date on which the price of the Equity Securities is agreed; or

• if the Equity Securities are not issued within 10 Trading Days of the above date, the date on which the Equity Securities are issued.

(b)

Risk of economic and voting dilution

Any issue of Equity Securities under the 10% Placement Facility will dilute Shareholders who do not participate in the issue. The table below shows the potential economic and voting dilution of existing Shareholders as a result of the Company issuing Shares under the 10% Placement Facility, based on different issue prices and values for variable ‘A’ in the formula above.

Variable ‘A’ (Shares on issue)	Variable ‘A’ (Shares on issue)	Issue	price $0.045 (Current)	price $0.045 (Current)
		$0.0225 (50% decrease)	$0.045 **(Current)2 **	$0.0675(50% increase)
317,919,465 **(Current)1 **	Shares issued	31,791,947	31,791,947	31,791,947
	Funds raised	$715,319	$1,430,638	$2,145,956
476,879,198 (50% increase)	Shares issued	47,687,920	47,687,920	47,687,920
	Funds raised	$1,072,978	$2,145,956	$3,218,935
	Shares issued	63,583,893	63,583,893	63,583,893

635,838,930 (100% increase)	Funds raised	$1,430,638	$2,861,275	$4,291,913

Notes:

• 1 The current variable ‘A’ is assumed to be the number of Shares on issue as at the date of this Notice. The number of Shares on issue could increase as a result of, for example, an issue that does not require Shareholder approval (e.g. a pro rata offer to Shareholders) or an issue with Shareholder approval under Listing Rule 7.1.

• 2 The current price of Shares is the closing price on the ASX on 24 November 2021.

• 3 The table assumes that no Options or other convertible securities are exercised or converted into Shares prior to an issue under the 10% Placement Facility.

• 4 The table assumes that the Company issues the maximum number of Shares available under the 10% Placement Facility.

• 5 The table assumes that issues of Equity Securities under the 10% Placement Facility consist only of Shares.

• 6 The table does not show examples of dilution that may be caused to a particular Shareholder by reason of issues under the 10% Placement Facility. Shareholders should consider the potential dilution caused in the context of their own circumstances.

• 7 The table only shows the effect of issues under Listing Rule 7.1A, and not issues under the 15% placement capacity under Listing Rule 7.1.

Shareholders should further note that:

• the market price for the Equity Securities may be significantly lower on the date of issue than on the date of the Annual General Meeting; and

• the Equity Securities may be issued at a price that is at a discount to the market price for the Equity Securities on the date of issue.

(c)

Date by which the securities may be issued

In accordance with Listing Rule 7.1A.1, any Equity Securities issued under the 10% Placement Facility will be issued during the 10% Placement Period. The 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(d) Purposes for which the securities may be issued

Any Equity Securities issued under the 10% Placement Facility may only be issued for cash consideration to raise funds. In such circumstances, the Company may apply the funds raised towards the exploration activities at its existing projects and/or for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

(e)

Allocation policy for issues of securities

The Company’s allocation policy for any Equity Securities issued under the 10% Placement Facility will depend on the prevailing market conditions at the relevant time, however, recipients will not be related parties of the Company. The identity of recipients of Equity Securities will otherwise be determined on a case by case basis having regard to the following factors (without limitation):

• the purpose of the issue;

• alternative methods for raising funds that are available to the Company including rights issues or other issues in which existing Shareholders can participate;

• the effect of the issue on the control of the Company;

• the financial situation and solvency of the Company;

• prevailing market conditions; and

• advice from corporate, financial and broking advisers.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issuing any Equity Securities.

(f) Previous issues of securities

During the preceding 12-month period before the Annual General Meeting date no Equity Securities under Listing Rule 7.1A were issued.

5.3 Directors’ recommendations

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

DEFINITIONS

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

• (a) “ ASIC ” means the Australian Securities and Investments Commission;

• (b) “ ASX Listing Rules ” means the official listing rules of the ASX;

• (c) “ ASX ” means ASX Limited (ACN 008 624 691) trading as the Australian Securities Exchange;

• (d) “ AWST ” means Australian Western Standard Time;

• (e) “ Board ” means the board of Directors;

• (f) “ CIO Tech ” means CIO Technology, Inc;

• (g) “ Chair ” means the chair of the Meeting;

• (h) “ Company ” means Connected IO Limited (ACN 009 076 233).

• (i) “ Corporations Act ” means the Corporations Act 2001 (Cth);

• (j) “ COVID-19 ” means the coronavirus known as COVID-19;

• (k) “ Director ” means a director of the Company;

• (l) “ Equity Securities ” has the same meaning as in the Listing Rules;

• (m) “ Exempt Investor ” means a sophisticated and/or professional investor or otherwise exempt investor to whom securities may be offered by the Company without disclosure under section 708 of the Corporations Act.

• (n) “ Explanatory Statement ” means this Explanatory Statement accompanying the Notice of Meeting;

• (o) “ Meeting ” or “ Annual General Meeting ” means the Annual General Meeting of Shareholders to be held at Level 24, 44 St Georges Terrace, Perth WA 6000 on Thursday, 6 January 2021 commencing at 10.00AM (AWST);

• (p) “ Notice ” or “ Notice of Meeting ” means the notice convening the Annual General Meeting accompanying this Explanatory Statement;

• (q) “ Official List ” means the official list of ASX.

• (r) “ Remuneration Report ” means the remuneration report relating to the financial period ended 30 June 2021 and provided to Shareholders.

• (s) “ Option ” means an option to acquire a Share;

• (t) “ Proposed Transaction ” means the transaction summarised in section 3.1 and described in more detail throughout section 3.

• (u) “ Proxy Form ” means the proxy form attached to this Notice;

• (v) “ Resolution ” means a resolution contained this Notice;

• (w) “ Share ” means a fully paid ordinary share in the capital of the Company;

• (x) “ Share Transfer Deed ” means the share transfer deed announced 25 November 2021, between the Company and Yakov Temov in relation to the sale and purchase of one hundred (100%) of the issued capital of CIO Tech; and

• (y) “ Shareholder ” means a holder of a Share.

Schedule 1 – Pro – Forma Statement of Financial Position

To illustrate the effect of the Proposed Transaction on the Company, the following pro-forma Statement of Financial Position has been prepared based on the audited Statement of Financial Position as at 30 June 2021.

The pro-forma Statement of Financial Position shows the effects of material transactions which occurred subsequent to 30 June 2021 and adjustments arising from the proposed disposal of CIO Technology, Inc. as if those events or transactions had occurred as at 30 June 2021. The details of the material transactions and adjustments are noted below:

Subsequent Events

• (a) Capital raising of approximately $3.5 million through the issue of 175,00,000 shares at an issue price of $0.02 per share;

• (b) Capital raising costs of approximately $2.15 million (including the issue of 42 million options to underwriters valued at approximately $1.875 million);

• (c) Repayment of approximately $1.32 million of convertible notes which matured on 30 June 2021;

• (d) Payment of accrued interest of approximately $107,573 via the issue of 5,378,630 shares at an issue price of $0.02 per share; and

• (e) Payment of outstanding director and company secretarial fees accrued of approximately $218,500 via the issue of 10,925,000 shares at an issue price of $0.02 per share.

Pro-forma Adjustments

• (a) Consideration payable by Yakov Temov to the Company of $1 for the shares of CIO Technology, Inc.;

• (b) Forgiveness of intercompany loan owed by CIO Technology, Inc. to the Company (except for $400,000 loan) as part of the Proposed Transaction.

• (c) Disposal of all assets owned and liabilities owed by CIO Technology, Inc.; and

• (d) Recognition of a profit of approximately $660,000 by the Company upon disposal of the subsidiary, being shares in CIO Technology, Inc.

	Connected IO Limited as at 30 June 2021 (Audited) Pro-forma Connected IO Limited as at 30 June 2021 Subsequent Events Pro-forma Adjustments
	AUD$ AUD$ AUD$ AUD$
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other assets TOTAL CURRENT ASSETS NON CURRENT ASSETS Property, plant and equipment Right-of use assets Other intangibles Other assets TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings Convertible notes Lease liabilities Other payables TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Lease liabilities Other payables TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	1,550,376 1,905,000 (171,152) 3,284,224 140,171 - 307,393 447,564 331,709 - (331,709) - - - - -
	2,022,256 1,905,000 (195,468) 3,731,788
	11,094 - (11,094) - - - - - - - - - 10,143 - (5,813) 4,330
	21,237 - (16,907) 4,330
	2,043,493 1,905,000 (212,375) 3,736,118
	1,251,885 (326,073) (430,172) 495,640 498,397 - (98,397) 400,000 1,321,000 (1,321,000) - - 39,418 - (39,418) - 29,529 - (29,529) -
	3,140,229 (1,647,073) (597,516) 895,640
	54,526 - (54,526) - 198,633 - (198,633) -
	253,159 - (253,159) -
	3,393,388 (1,647,073) (850,675) 895,640
	(1,349,895) 3,552,073 638,300 2,840,478
	73,530,158 1,677,073 - 75,207,231 1,995,832 1,875,000 (23,027) 3,847,805 (76,875,885) - 661,327 (76,214,558)
	(1,349,895) 3,552,073 638,300 2,840,478

ABN 99 009 076 233

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 am (AWST) on Tuesday, 4 January 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 186289

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

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

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Connected IO Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Connected IO Limited to be held at the Level 24, 44 St Georges Terrace, Perth WA 6000 on Thursday, 6 January 2022 at 10:00 am (AWST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.

	Step 2 Items of Business PLEASE NOTE:If you mark theAbstainbox for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain
	Resolution 1 Adoption of the Remuneration Report
	Resolution 2 Disposal of CIO Tech, Inc
	Resolution 3 Re-Election of Mr Adam Sierakowski
	Resolution 4 Approval of additional 10% Placement Capacity

For Against Abstain

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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C I O

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