CONNEXION MOBILITY LTD — AGM Information 2021

Oct 12, 2021

CONNEXION TELEMATICS LTD ACN 004 240 313

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held Virtually at 8.30am (AWST) on 17 November 2021.

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

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 3 8601 1161

CONNEXION TELEMATICS LTD

ACN 004 240 313

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Connexion Telematics Ltd ( Company ) will be held virtually on 17 November 2021 at 8.30 am (AWST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 15 November 2021 at 4.00pm (WSDT).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

1. Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. Resolution 1: Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

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

Voting Exclusion

A vote on this Resolution must not be cast (in any capacity) by or on behalf of:

• a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• b) a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; or

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• b) the person is the Chair and the appointment of the Chair as proxy:

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

• ii. expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel.

3. Resolution 2 – Re-Election of Director – Mr Robert Downey

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

“That Robert Downey, who retires by rotation in accordance with clause 5.2(c)(i) of the Constitution and for all other purposes and being eligible, offers himself for re-election, be reelected as a Director.”

4. Resolution 3 – Re-Election of Director - Mr Gregory Ross

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

“That Gregory Ross, who retires in accordance with clause 5.2(c)(ii) of the Constitution and for all other purposes and being eligible, offers himself for re-election, be re-elected as a Director.”

5. Resolution 4 – Re-Election of Director - Mr Simon Scalzo

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

“That Simon Scalzo, who retires in accordance with clause 5.2(c)(ii) of the Constitution and for all other purposes and being eligible, offers himself for re-election, be re-elected as a Director.”

6. Resolution 5 – Approval of grant of Performance Rights to Mr Aaryn Nania

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Directors to grant 24,000,000 Performance Rights (and issue 24,000,000 Shares on conversion of such Performance Rights) to Aaryn Nania (or his nominees) under the Plan and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any director who is eligible to participate in the Plan and their nominees, and any associates of those directors.

However, the Company will not disregard a vote if:

• (a) it is cast by the director as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

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• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. Resolution 6 – Approval of Performance Rights Plan

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 7.2 (Exception 13) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme entitled “Performance Rights Plan” and for the issue of securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by any eligible participant in the Plan, and any associates of those eligible participants. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(i) the proxy is the Chair; and (ii) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly.

Dated 29 September 2021 BY ORDER OF THE BOARD

Peter Torre

Company Secretary

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CONNEXION TELEMATICS LTD ACN 004 240 313

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held virtually on 17 November 2021 at 8.30am (AWST).

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

A Proxy Form is located at the end of the Explanatory Memorandum.

1. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

1.1 Voting in Person

In light of the uncertainties associated with the evolving COVID-19 situation and restrictions on public gatherings at the time of the Meeting, the Directors have made the decision that it is in the best interest of Shareholders’ health and safety that solely a virtual Meeting be held.

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

1.2 Proxies

A Proxy Form is attached to the 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 and encouraged to, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting online.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

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• (c) a member of the Company 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.

• 1.3 Online Voting Procedures during the AGM:

Shareholders who wish to participate in the AGM online may do so by entering the following URL into an internet browser on your computer, laptop, smartphone, tablet or other smart device:

https://web.lumiagm.com/303835680

You can log in to the meeting by entering:

1. Your username, which is your Voting Access Code (VAC) which can be located on the first page of your proxy form or Notice of Meeting email.

2. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the online voting user guide for their password details.

3. If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760

Attending the meeting online enables shareholders to view the AGM live, ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

More information regarding participating in the AGM online can be found by visiting www.connexionltd.com or in the Online Shareholders Meeting Guide accompanying this Notice of Meeting.

2. Financial Statements and Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

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

3. Resolution 1: Adoption of Remuneration Report

3.1 General

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

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The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Director’s report contained in the annual financial report of the Company for a financial year.

The Chair of the meeting must allow a reasonable opportunity for its Shareholders to ask questions about or make comments on the Remuneration Report at the AGM.

3.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

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

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

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

3.3 Previous voting results

At the 2020 AGM, the votes cast against the Remuneration Report were less than 25%. Accordingly, the Spill Resolution is not relevant for this AGM.

3.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions Given	No Directions Given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1. Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2. Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

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1. The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

3 Resolution 2: Re- Election of Directors – Mr Robert Downey

3.1 Introduction

Listing Rule 14.4 provides 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 3 years, whichever is the longer.

Clause 5.3(c)(i) of the Constitution requires that one-third of the Directors retire by rotation at each AGM. The Directors to retire under Clause 5.3(c)(i) are those who have been longest in office since their last election, but as between those persons who became Directors on the same day, those to retire will, unless they otherwise agree among themselves, be determined by drawing lots.

Mr Robert Downey is the only remaining director other than the Managing Director (who is exempt from rotation under the Constitution) and the two other non-executive directors standing for election pursuant to Resolutions 3 and 4). Mr Rob Downey has agreed to stand for election at the 2021 AGM.

3.2 Background

Mr Robert Downey is a qualified solicitor who has practised mainly in the areas of international resources law, corporate law and initial public offerings as well as mergers and acquisitions. He has extensive experience as an advisor, founder and director of various ASX, TSX and AIM companies. Mr Robert Downey is currently a principal at Dominion Legal, a boutique law firm in Perth.

Mr Robert Downey is currently a non-executive director of Zeotech Ltd, Mt Malcolm Mines NL and Cervantes Corporation Ltd.

The Directors consider that Mr Robert Downey is an independent Director. Mr Downey provides legal advice to the Company however the quantum of fees in respect to that advice is not considered material to both the Company and Mr Robert Downey.

3.3 Recommendation

The Directors of the Company support the election of Mr Robert Downey and unanimously recommend to all Shareholders that they vote in favour of Resolution 2.

4. Resolution 3 and 4: Re-Election of Directors – Mr Gregory Ross and Mr Simon Scalzo

4.1 Introduction

Clause 5.2 (a)(i)A of the Constitution provides that Directors may appoint a person as a Director, whether to fill a casual vacancy or as an additional director. Clause 5.2 (a)(ii) requires any director so appointed to retire from office at the conclusion of, and will be eligible for re-election at, the next annual general meeting following his or her appointment.

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Mr Gregory Ross and Mr Simon Scalzo were both appointed as Directors of the Company on 1 February 2021. As such, they both are standing for election as Directors of the Company.

4.2 Background

Mr Gregory Ross

Gregory (Greg) is currently an Investor and Advisor for several Connected Car businesses, working as an independent consultant and as Connected Car Practice Lead for the industry’s premier automotive consultancy, motormindz LLC.

Based in Detroit, Greg is widely considered an expert in the Connected Car industry, and the activation of this technology through new and innovative business models. Greg’s experience is founded on a 31-year career with General Motors, where he built and managed an extensive, multi-million-dollar global portfolio of strategic alliances for GM's Connected Car business, including Wireless Carriers, Satellite Radio Broadcasters, Insurance Carriers, Streaming Music Providers, Fleet Management companies, Car Rental companies, Car Sharing services, App Developers, and many others.

Greg was also instrumental in the growth and scaling of GM’s OnStar business. Prior to his work in Connected Car, Greg’s General Motors career included leadership roles in Corporate Strategy, Product Development, Product Marketing, and Retail Network Development. Greg holds a Master’s Degree in Business Administration and a Bachelor’s Degree in Economics from the University of Michigan.

Appropriate checks were undertaken on Greg prior to his appointment. Greg is considered to be an Independent Non-Executive Director of the Company.

Mr Simon Scalzo

Simon has extensive experience both locally and in the USA market, founding multiple successful software businesses in the Automotive sector amongst other related industry verticals.

Locally, Simon’s experience extends to founding Evoke autopay, an automotive-focused BNPL solution allowing consumers to pay for their car service over time, interest free. He then merged this business into Openpay Ltd (ASX:OPY) where he led the group as CEO. Simon was also a director of Credit Clear Ltd (ASX:CCR), where he led the group as Managing Director.

Simon holds several director and advisory roles across many different technology businesses in the USA, being a director of Carsfast.com (USA based digital automotive dealership), Remitter.com (USA based digital collections technology platform), Spetz.app (Global based services technology platform) and Chairman of TurboPass (USA automotive dealership lending verification platform), assisting with strategy, growth, governance and continued product evolution. Prior to this, Simon was a Partner & Board member at BDO Australia, leading BDO’s national retail advisory practice, specialising in the retail and automotive industries .

Simon brings great expertise to Connexion, bolstering governance and providing a further layer of significant USA Automotive experience and industry relationships, extending to US dealerships, OEMs and critical industry executives.

Appropriate checks were undertaken on Simon prior to his appointment. Simon is considered to be an Independent Non-Executive Director of the Company.

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4.3 Recommendation

The Directors of the Company support the election of Mr Gregory Ross and Mr Simon Scalzo and unanimously recommend to all Shareholders that they vote in favour of Resolutions 3 and 4.

5. Resolutions 5 – Approval of grant of Performance Rights to Mr Aaryn Nania

5.1 General

As outlined in Section 5.3, the Company intends to grant a total of 24,000,000 Performance Rights under the Plan to Mr Aaryn Nania as long-term incentives in connection with his appointment as Managing Director of the Company.

The principal terms of the Plan are summarised in Schedule 1 and 2.

The Performance Rights will each convert into a Share for no consideration on exercise by the holder once vested, prior to the expiry date which is 5 years from the date of grant. The Performance Rights, as announced on Mr Nania’s appointment on 2 February 2021, will vest and or vested as follows:

or vested as follows:
Tranche of Performance Rights	Tranche 1	Tranche 2	Tranche 3
Milestone Date	30 June 2021	30 June 2022	30 June 2023
Number of Performance Rights	8,000,000	8,000,000	8,000,000

All Performance Rights vest upon the satisfaction of all of the following performance criteria (“Performance Criteria”), with a 25% weighting for each of (a) to (d) inclusive below:

• a) Renewal and subsequent maintenance of the GM OnTRAC contract on commercial terms equal to or better than the Original Contract.

• b) Signed commercial contract with a Non-GM OEM Client.

• c) The Company achieving NPBT against Budget for the relevant just-concluded financial year, taking into account uncontrollable items at the discretion of the Board.

• d) Upon the CXZ 30-day VWAP trading at or above the Performance Price in the six months preceding each respective eligible vesting date. Performance Prices are as follows:

• i. $0.025 for a vesting date of 30 September 2021;

• ii. $0.035 for a vesting date of 30 September 2022; and

• iii. $0.045 for a vesting date of 30 September 2023.

Notwithstanding the Performance Criteria referred to above, each tranche of Performance Rights will vest upon a Change of Control of the Company that occurs at a price greater than the relevant share price milestone notwithstanding that the:

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• a) Milestone Date may not have been reached; and

• b) the other Performance Criteria have not been satisfied.

The Performance Rights will lapse and be of no further effect (to the extent they are unexercised) on termination of the Contract or termination of employment of the Managing Director for any other reason (other than a Change of Control).

Shareholder approval is required for the grant of Performance Rights to Mr Nania under Listing Rule 10.14 because he is a Director and related party of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Performance Rights to the Relevant Directors will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

Resolutions 5 is an ordinary resolution.

5.2 Chapter 2E of the Corporations Act

The following information is provided Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of these Performance Rights constitutes giving a financial benefit and Mr Nania is a related party of the Company by virtue of being a Director of the Company.

The Directors, (other than Mr Nania) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Performance Rights because the agreement to issue the Performance Rights to Mr Nania under the Performance Rights Plan, is considered reasonable in the circumstances given his total remuneration package.

The following further information is provided:

• (a) The Board considers the grant of Related Party Performance Rights to Mr Nania is reasonable in the circumstances for the reason set out in paragraph (c).

• (b) The primary purpose of the grant of the Performance Rights to Mr Nania is to provide a Long-Term Incentive as part of his overall remuneration package to act as Managing Director of the Company.

• (c) the grant of Performance Rights to Mr Nania, in particular, the vesting conditions of the Performance Rights, will align the interests of Mr Nania with those of Shareholders and executives of the Company;

• (d) the grant of the Party Performance Rights is a reasonable and appropriate method to provide cost effective remuneration and incentives to Mr Nania.

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• (e) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights upon the terms proposed;

• (f) Each of the Directors (other than Mr Nania) recommends that Shareholders vote in favour of this Resolution for the reasons set out in paragraph (a) – (e).

• (g) in forming their recommendations, each Director considered the experience of Mr Nania, the current market price of Shares, the current market practices when determining the number of Performance Rights to be granted as well as the exercise price and expiry date of those Performance Rights.

• (h) The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5.

5.3 Specific information required by Listing Rule 10.15

The following information is provided for the purposes of Listing Rule 10.15:

• (a) The maximum number of Securities be issued pursuant to Resolutions 5 is 24,000,000 Performance Rights

• (b) The vesting conditions and expiry date of the Performance Rights to be granted under the Performance Plan are set out in Section 5.1. The principal terms of the Plan are set out in Schedule 2. Further terms and conditions of the Performance Rights are set out in Schedule 1.

• (c) The Performance Rights will be granted for nil consideration as long-term incentives for Mr Nania. Accordingly, no funds will be raised from the grant of the Performance Rights. Upon conversion of the Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (d) The number of Performance Rights that have been granted under the Plan to date is set out in Section 6.

• (e) Under the Plan, only eligible persons or their permitted nominees, are entitled to participate in the Plan. Mr Nania is an eligible person for the purposes of the Plan.

• (f) Mr Nania is a related party of the Company by virtue of being Directors of the Company.

• (g) The Company will grant the Performance Rights no later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Performance Rights will be granted on the same date.

• (h)

• A voting exclusion statement is included in the Notice.

• (i) There are no loans provided in relation to the proposed issue of Performance Rights Mr Nania.

• (j) The value of the Performance Rights using the fair value method in line with AASB2 is approximately AUD$44,457.

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• (k) Mr Nania’s total remuneration consists of base remuneration of $200,000 excluding superannuation, and the value of options as set in (j) above.

• (l) Details of any securities issued under the Performance Rights Plan will be published in the annual report of the entity relating to the period in which they were issued along with a statement that approval for the issue was obtained under Listing Rule 10.14

• (m) Any additional persons covered by listing rule 10.14 who become entitled to participate in an issue of securities under the Performance Rights Plan after each of Resolutions 5 is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

6. RESOLUTION 6 – APPROVAL OF PERFORMANCE RIGHTS PLAN

This Resolution seeks Shareholder approval for the adoption of the employee incentive scheme entitled “Performance Rights Plan” ( Plan ) in accordance with ASX Listing Rule 7.2 (Exception 13).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.2 (Exception 13)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the Plan as an exception to ASX Listing Rule 7.1.

If Resolution 6 is passed, the Company will be able to issue Performance Rights under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

The Plan was first approved by Shareholders on 26 November 2018, and accordingly the Company is seeking approval of the Plan at the Meeting to issue Performance Rights under the Plan to eligible participants over a period of 3 years from the Meeting.

Shareholders should note that, as at the date of this Notice:

• 108,500,000 Performance Rights have previously been issued under the Plan;

• 45,000,000 Performance Rights have lapsed

• 38,000,000 Performance Rights have vested and been converted into Shares issued to their recipients;

• No Performance Rights have vested but remain unconverted into Shares; and

• 28,500,000 Performance Rights remain unvested.

The maximum number of Performance Rights to be issued under the Performance Rights Plan following shareholder approval is 15,000,000. The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and

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the future issue of Shares under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Shares under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 2. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

7. Definitions

$ means Australian Dollars.

AGM means Annual General Meeting

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWSDT means Australian Western Standard Time, being the time in Perth, Western Australia

Board means the board of Directors as constituted from time to time.

Chair means the chair of this Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company means Connexion Telematics Ltd (ACN 004 249 313).

Company Secretary means Mr Peter Torre

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

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Notice means this notice of meeting.

Option means an option to acquire a Share.

Performance Rights Plan or Plan means the Connexion Telematics Ltd Performance Rights Plan.

Performance Right means a Performance Right issued under the Plan on the terms and conditions in Schedule 1.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Security means a Share, an Option a Performance Share or a Performance Right or any combination of these as the context provides.

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

Shareholder means a shareholder of the Company.

Spill Resolution has the meaning given in this Notice

Spill Meeting means if more than 50% of votes cast are in favour of the Spill Resolution

VWAP means volume weighted average price.

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

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Schedule 1 Terms and Conditions of Performance Rights

1. Entitlement

Each Performance Right ( Performance Right ) will convert into a Share for no consideration upon exercise of the Performance Right by the holder.

2. Vesting Date and Expiry Date

Tranche of Performance Rights	Tranche 1	Tranche 2	Tranche 3
Milestone Date	30 June 2021	30 June 2022	30 June 2023
Number of Performance Rights	8,000,000	8,000,000	8,000,000

All Performance Rights vest upon the satisfaction of all of the following performance criteria (“Performance Criteria”), with a 25% weighting for each of (a) to (d) inclusive below:

• e) Renewal and subsequent maintenance of the GM OnTRAC contract on commercial terms equal to or better than the Original Contract.

• f) Signed commercial contract with a Non-GM OEM Client.

• g) The Company achieving NPBT against Budget for the relevant just-concluded financial year, taking into account uncontrollable items at the discretion of the Board.

• h) Upon the CXZ 30-day VWAP trading at or above the Performance Price in the six months preceding each respective eligible vesting date. Performance Prices are as follows:

• iv. $0.025 for a vesting date of 30 September 2021; v. $0.035 for a vesting date of 30 September 2022; and

• vi. $0.045 for a vesting date of 30 September 2023.

Notwithstanding the Performance Criteria referred to above, each tranche of Performance Rights will vest upon a Change of Control of the Company that occurs at a price greater than the relevant share price milestone notwithstanding that the:

• c) Milestone Date may not have been reached; and

• d) the other Performance Criteria have not been satisfied.

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3. Exercise Period

Subject to item 3, a Performance Right may only be exercised at any time after the Vesting Date, and prior to the Expiry Date (subject to satisfaction of the applicable service condition set out in that table).

4. Vesting on Change of Control

Notwithstanding the Performance Criteria referred to above, each tranche of Performance Rights will vest upon a Change of Control of the Company that occurs at a price greater than the relevant share price milestone notwithstanding that the:

• a) Milestone Date may not have been reached; and

• b) the other Performance Criteria have not been satisfied.

For these purposes, Change of Control means one or more of the following events occurring (subject to the applicable service condition set out in the table in item (b) being satisfied up until the date of the relevant event):

• (i) the bidder under a takeover bid in respect of all Shares has achieved acceptances in respect of more than 50.01% of Shares and that takeover bid has become unconditional;

• (ii) the announcement by the Company that its Shareholders have, at a court convened meeting of Shareholders, voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all securities of the Company are to be either:

• (A) cancelled; or

• (B) transferred to a third party,

and the court, by order, approves the proposed scheme of arrangement; or

• (iii) any person, individually or together with their associates, acquires a relevant interest in 50.01% or more of the total number of Shares on issue by any other means

5. Plan

The Performance Rights are granted in accordance with, and subject to, the Plan.

6. Notice of Exercise

The Performance Rights may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of exercise of that Option as at the date of receipt

7. Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then Shares of the Company.

8. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options within the period required by the ASX Listing Rules.

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9. Participation in new issues

There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

10. Adjustment for bonus issues

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

11. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the number of Shares which must be issued on the exercise of the Performance Rights.

12. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

13. Quotation of Performance Rights

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

14. Performance Rights not transferable

Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.

15. Deferred Taxation

Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Rights.

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Schedule 2 Overview of Performance Rights Plan

Summary of the Performance Rights Plan and terms on which offers of Performance Rights may be made:

• (a) The directors of the Company from time to time, at their discretion, may at any time invite eligible employees to participate in the grant of Performance Rights.

• (b) The eligible employees under the Plan are full time and part time employees (including a director) of the Company and its related bodies corporate or any other person who is declared by the Board to be eligible to receive a grant of Performance Rights under the Plan ( Eligible Employees ). Subject to the Board approval, an Eligible Employee may nominate a nominee to receive the Performance Rights to be granted to the Eligible Employee.

The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

• (c) The Plan is administered by the Directors of the Company, who have the power to:

• (i) determine appropriate procedures for administration of the Plan consistent with its terms;

• (ii) resolve conclusively all questions of fact or interpretation in connection with the Plan;

• (iii) delegate the exercise of any of its powers or discretions arising under the Plan to any one or more persons for such period and on such conditions as the Board may determine; and

• (iv) suspend, amend or terminate the Plan (subject to restrictions on amendments to the Plan which reduce the rights of a participant of the Plan in respect of any Performance Rights or Shares already granted).

• (d) Performance Rights will be granted for nil cash consideration, unless the Board determines otherwise (which will be no more than a nominal amount).

• (e)

• No amount will be payable on the exercise of Performance Rights under the Plan.

• (f) The Plan does not set out a maximum number of Shares that may be made issuable to any one person or company.

• (g) The Company must have reasonable grounds to believe that the number of Shares to be issued on exercise of the Performance Rights when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three years under:

• (i) an employee incentive plan of the Company covered by ASIC Class Order 14/1000; or

• (ii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

does not exceed 5% of the total number of issued Shares at the time the invitation to acquire Performance Rights is made (but disregarding any securities issued as the result of an offer that can be disregarded in accordance with ASIC Class Order 14/1000).

• (h) The Shares to be issued on issued on exercise of the Performance Rights will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.

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• (i) The Performance Rights granted under the Plan will be subject to vesting conditions determined by the Board from time to time and expressed in a written offer made by the Company to the Eligible Employee which is subject to acceptance by the Eligible Employee within a specified period. The vesting conditions may include one or more of (i) service to the Company of a minimum period of time (ii) achievement of specific performance conditions by the participant in the Plan and/or by the Company or (iii) such other performance conditions as the Board may determine and set out in the offer. The Board determines whether vesting conditions have been met.

• (j) Performance Rights will have an expiry date as the Board may determine in its absolute discretion and specify in the offer to the Eligible Employee.

• (k) Performance Rights will be exercisable by the holder from the date the applicable vesting conditions are satisfied or waived by the Board up to and including the applicable expiry date.

• (l) The vesting conditions of Performance Rights will have a milestone date as determined by the Board in its absolute discretion and will be specified in the offer to the Eligible Employee. Performance Rights will not be listed for quotation. However, the Company will make an application to ASX for official quotation of all Shares issued on exercise of the Performance Rights within the period required by the Listing Rules.

• (m) The Performance Rights are not transferable unless the Board determines otherwise or the transfer is required by law and provided that the transfer complies with the Corporations Act.

• (n) If a vesting condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Right will lapse. Unless the Board determines otherwise, an unvested Performance Right will lapse if the holder ceases to be an Eligible Employee for the purposes of the Plan by reason of resignation, termination for poor performance or termination for cause.

• (o) Unless the Board determines otherwise, if the holder of Performance Rights granted under the Plan ceases to be an employee for any other reason other than those reasons set out in paragraph (n), including but not limited to retirement, total and permanent disablement, death, redundancy or termination by agreement, then any Performance Rights which have not lapsed will continue to held by the holder as if it was still an Eligible Employee, except that any continuous service condition will be deemed to have been waived.

• (p) If, in the opinion of the Board, a holder of Performance rights granted under the Plan acts fraudulently or dishonestly, is in breach of his or her obligations to the Company and its related bodies corporate, has done an act which has brought the Company or any of its related bodies corporate into disrepute, or if the Company becomes aware of a material misstatement or omission in the financial statements in relation to the Company or any of its related bodies corporate, or a holder is convicted of an offence in connection with the affairs of the Company or any of its related bodies corporate or has judgment entered against him or her in any civil proceedings in respect of the contravention of his or her duties at law in his capacity as an employee, consultant or officer of the Company or any of its related bodies corporate, the Board will have the discretion to deem any Performance Rights will lapse.

• (q) If in the opinion of the Board, Performance Rights vested as a result of the fraud, dishonesty or breach of obligations of either the holder or any other person and in the opinion of the Board, the Performance Rights would not have otherwise vested; or the Company is required by, or entitled under, law to reclaim an overpaid bonus or other amount from a holder, then the Board may determine (subject to applicable law) any treatment in relation to the Performance Rights

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or Shares issued upon exercise of Performance Rights to comply with the law or to ensure no unfair benefit is obtained by the Participant.

• (r) Where there is a transaction, event or state of affairs that, in the Board's opinion, is likely to result in a change of control of the Company ( Change of Control Event ), the Board may in its discretion determine that all or a specified number of the holder’s Performance Rights vest and become exercisable or cease to be subject to restrictions (as applicable), although the Board may specify in an offer to a Participant that any additional or different treatment will apply if a Change of Control Event occurs.

• (s) Unless the Board determines otherwise, if a Change of Control Event occurs, any restrictions on dealing imposed on vested Performance Rights will cease to have effect.

• (t) There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (u) If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment to the number of Shares which must be allocated on the exercise of a Performance Right.

• (v) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares which must be allocated on the exercise of a Performance Right will be increased by the number of Shares which the Participant would have received if the Performance Right had vested before the record date for the bonus issue.

• (w) If there is any reorganisation of the issued share capital of the Company, the rights of the Performance Rights holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

• (x) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to Performance Rights issued under the Plan.

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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 8.30am (AWST) on Monday, 15 November 2021.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/cxzagm2021 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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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 8.30am (AWST) on Monday, 8 November 2021. 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/cxzagm2021  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited  In Person Level 12, 225 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 .

Connexion Telematics Ltd ACN 004 240 313

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 Connexion Telematics 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 virtually on Wednesday 17 November 2021 at 8.30am (AWST) 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 1,5 or 6, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolutions 1,5 or 6 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1,5 or 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

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 calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report

Resolution 2 Re-Election of Director – Mr Robert Downey

Resolution 3 Re-Election of Director – Mr Gregory Ross Resolution 4 Re-Election of Director – Mr Simon Scalzo Resolution 5 Approval of grant of Performance Rights to Mr Aaryn Nania Resolution 6 Approval of Performance Rights Plan

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STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021

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ONLINE SHAREHOLDERS’ MEETING GUIDE 2021

Attending the AGM virtually

If you choose to participate online, you will be able to view a live webcast of the meeting, ask questions and submit your votes in real time.

To access the meeting:

Visit https://web.lumiagm.com/303835680 on your computer, tablet or smartphone. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

Meeting ID: 303-835-680

To login you must have your Voting Access Code (VAC) and Postcode or Country Code

The website will be open and available for log in from 7.30am (AWST), 17 November 2021

Using the Lumi AGM platform:

ACCESS

The 1[st] page of the platform will ask in what capacity you are joining the meeting.

Shareholders or appointed proxies should select

“Shareholder or Proxyholder”

Guests should select “Guest”

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CREDENTIALS

Shareholders/Proxys

Your username is your Voting Access Code and your password is your Postcode or Country Code , or, for Non-Australian residents, your 3-letter country code.

Proxy holders should obtain their log in credentials from the registrar by calling 1300 737 760

Voting Access Code (VAC) Postcode or Country Code

Guests

Please enter your name and email address to be admitted into the meeting.

Please note, guests will not be able to ask questions or vote at the meeting .

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NAVIGATION

Once successfully authenticated, the home page will appear. You can view meeting instructions, ask questions and watch the webcast.

If viewing on a computer the webcast will appear at the side automatically once the meeting has started.

On a mobile device, select the broadcast icon at the bottom of the screen to watch the webcast.

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During the meeting, mobile users can minimise the webcast at any time by selecting the arrow by the broadcast icon. You will still be able to hear the meeting. Selecting the broadcast icon again will reopen the webcast.

VOTING

The Chair will open voting on all resolutions at the start of the meeting. Once voting has opened, the voting tab will appear on the navigation bar.

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Selecting this tab will open a list of all resolutions and their voting options.

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Desktop / Laptop users can watch the webcast full screen, by selecting the full screen icon.

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To reduce the webcast to its original size, select the X at the top of the broadcast window.

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To vote, simply select your voting direction from the options displayed on screen. Your selection will change colour and a confirmation message will appear.

To change your vote, simply select another option. If you wish to cancel your vote, please press cancel.

There is no need to press a submit or send button. Your vote is automatically counted.

Voting can be performed at any time during the meeting until the Chair closes the poll.

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QUESTIONS

Any shareholder or appointed proxy is eligible to ask questions.

If you would like to ask a question. Select the messaging tab.

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Messages can be submitted at any time from the start of the meeting, up until the Chair closes the Q&A session.

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Received
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Select the “Ask a Question” box and type in your message.

Once you are happy with your message, select the send icon.

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Questions sent via the Lumi platform may be moderated before being sent to the Chair. This is to avoid repetition and remove any inappropriate language.

Meeting ID: 303-835-680

To login you must have your Voting Access Code (VAC) and Postcode or Country Code The website will be open and available for log in from 7.30am (AWST), 17 November 2021

web.lumiagm.com

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Country Codes

For overseas shareholders, select your country code from the list below and enter it into the password field.

ABWAruba AFGAfghanistan AGOAngola AIA Anguilla ALA Aland Is lands ALB Albania ANDAndorra ANTNetherlands Antilles ARE United Arab Emirates ARG Argentina ARM Armenia ASMAmerican Samoa ATA Antarctica ATF French Southern ATGAntigua & Barbuda AUSAustralia AUT Austria AZE Azerbaijan BDI Burundi BEL Belgium BENBenin ~~BFA~~ Burkina Faso BGDBangladesh BGR Bulgaria BHRBahrain BHS Bahamas ~~BIH~~ Bosn ia & Herzegovina BLM St Barthelemy BLR Belarus BLZ Belize BMU Bermuda BOLBolivia BRA Brazil BRBBarbados BRN Brunei Darussalam BTN Bhutan BURBurma BVT Bouvet Is land BWABotswana CAF Central African Republic CANCanada CCKCocos (Keeling) Is lands CHESwitzerland CHL Chile CHNChina ~~CIV~~ ~~Cote D’ivoire~~ CMRCameroon CODDemocratic Repub lic of Congo COK Cook Is lands COLColombia COMComoros CPV Cape Verde CRI Costa Rica CUBCuba CYMCayman Islands CYP Cyprus ~~CXRCh ristmas Is land~~ ~~CZECzech~~ ~~Republic~~ ~~DEUGermany~~ DJI Djibouti ~~DMADominica~~ DNKDenmark DOMDominican Republic	DZAAlgeria ECUEcuador EGY Egypt ERI Eritrea ESH Western Sahara ESP Spain EST Estonia ETH Ethiopia FIN Finland FJI Fiji FLK Falkland Is lands (Malvinas) FRA France FROFaroe Islands FSMMicronesia GAB Gabon GBR United Kingdom GEOGeorgia GGY Guernsey GHAGhana GIB Gibraltar GIN Guinea GLP Guadeloupe GMBGambia GNBGuinea-Bissau GNQEquatorial Guinea GRCGreece GRDGrenada GRL Green land GTMGuatemala GUFFrench Guiana GUMGuam GUY Guyana HKG Hong Kong HMDHeard & Mcdonald Is lands HNDHonduras HRV Croatia HTI Haiti HUNHungary IDN Indonesia ~~IMN~~ ~~Isle Of Man~~ ~~IND~~ ~~India~~ IOT British Ind ian Ocean Territory IRL Ireland IRN Iran Is lamic Republic of IRQ Iraq ~~ISM~~ ~~Isle of Man~~ ISL Iceland ISR Israel ITA Italy JAM Jamaica ~~JEY~~ ~~Je rs ey~~ JOR Jordan ~~JPN~~ ~~Japan~~ KAZKazakhstan KENKenya KGZKyrgyzstan KHMCambodia KIR Kiribati ~~KNASt Kitts And Nevis~~ KOR Korea Repub lic of KWTKuwait LAOLaos LBN Lebanon	LBR Liberia LBY Libyan Arab Jamah iriya LCA St Lucia LIE Liechtenstein LKA Sri Lanka LSO Lesotho LTU Lithuania LUX Luxembourg LVA Latvia MACMacao MAFSt Martin MARMorocco MCOMonaco MDARepublic Of Moldova MDGMadagascar MDVMaldives MEXMexico MHLMarshall Islands MKDMacedonia Former Yugos lav Rep MLI Mali MLT Mauritania MMRMyanmar MNEMontenegro MNGMongolia MNPNorthern Mariana Islands MOZMozambique MRT Mauritania MSR Montserrat MTQMartinique MUSMauritius MWIMalawi MYS Malaysia MYT Mayotte NAMNamibia NCL New Caled onia NERNiger NFK Norfolk Is land NGANigeria NIC Nicaragua NIU Niue NLDNetherlands NORNorway Montenegro NPL Nepal NRUNauru NZL New Zealand OMNOman PAK Pakistan PANPanama PCNPitcairn Is lands PER Peru PHL Philippines PLW~~Palau~~ PNGPapua New Guinea POL Poland PRI Puerto Rico PRK ~~Korea Dem Peop les Republic~~ of ~~PRT~~ ~~Portugal~~ PRY Paraguay PSE Palestin ian Territory Occupied PYF French Polynesia QATQatar REU Reunion	ROURomania
			RUS Russian Federation
			RWARwanda
			SAU Saudi Arabia Kingdom Of
			SDNSudan
			SEN Senegal
			SGPSingapore
			SGS Sth Georg ia & Sth Sand wich Isl
			SHNSt Helena
			SJM Svalbard & Jan Mayen
			SLB Solomon Is lands
			SCGSerbia & Outlying
			SLE Sierra Le one
			SLV El Salvador
			SMR San Marino
			SOMSomalia
			SPMSt Pierre And Miquelon
			SRB Serbia
			STP Sao Tome And Principe
			SUR Suriname
			SVK Slovakia
			SVN Slovenia
			SWESweden
			SWZSwaziland
			SYC Seychelles
			SYR Syrian Arab Republic
			TCA Turks & Caicos Is lands
			TCDChad
			TGOTogo
			THA Thailand
			TJK Tajikistan
			TKL Tokelau
			TKMTurkmenistan
			TLS Tim or-Leste
			TMPEast Timor
			TONTonga
			TTO Trinidad & Tobago
			TUNTunisia
			TUR Turkey
			TUV Tuvalu
			TWNTaiwan
			TZA Tanzania Un ited Republic of
			UGAUganda
			UKRUkraine
			UMI United States Minor
			URY Uruguay
			USAUnited States of America
			UZB Uzbekistan
			VNMVietnam
			VUT Vanuatu
			WLFWallis & Futuna
			WSMSam oa
			YEMYemen
			YMDYemen Democratic
			YUGYugoslavia Socialist Fed Rep
			ZAF South Africa
			ZAR Zaire
			ZMBZambia
			ZWEZimbabwe