COSOL LIMITED — Investor Presentation 2021

Nov 8, 2021

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Clarita Solutions acquisition – Investor Briefing

9[th] November 2021

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Important Notices & Disclaimer

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USE OF THIS DOCUMENT

You must read the following notices before reading or making any use of this document or any information contained in this document. By continuing to read, use or otherwise act on this document, you agree to be bound by the following terms and conditions, including any modifications to them, and make or give the acknowledgements, representations or warranties (as applicable).

This presentation is provided for information purposes only. The information in this presentation is in a summary form, does not purport to be complete and is not intended to be relied upon as advice to investors or other persons. The information contained in this presentation was prepared by COSOL Limited (COSOL) as of its date, and remains subject to change without notice. This presentation has been provided to you solely for the purpose of giving you background information about COSOL.

This presentation should be read in conjunction with COSOL's other periodic and continuous disclosure announcements lodged with ASX, including COSOL’s Annual Report for the financial year ended 30 June 2021.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This document is not to be distributed or released in the United States.

FORWARD-LOOKING STATEMENTS

This presentation may include forward-looking statements. Such statements can generally be identified by the use of words such as 'may', 'will', 'expect', 'intend', 'plan', 'estimate', 'anticipate', 'believe', 'continue', 'objectives', 'outlook', 'guidance‘, ‘forecast’ and similar expressions. Indications of plans, strategies, management objectives, sales and financial performance are also forward-looking statements.

Such statements are not guarantees of future performance, and involve known and unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are outside the control of COSOL. No representation is made or will be made that any forward-looking statements will be achieved or will prove to be correct. Actual results, performance, operations or achievements may vary materially from any forward-looking statements. Circumstances may change and the contents of this presentation may become outdated as a result. Readers are cautioned not to place undue reliance on forward-looking statements and COSOL assumes no obligation to update such statements.

No representation or warranty, expressed or implied, is made as to the accuracy, reliability, adequacy or completeness of the information contained in this presentation.

PAST PERFORMANCE

Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

NOT FINANCIAL PRODUCT ADVICE OR OFFER OF SECURITIES

This presentation is not, and is not intended to constitute, financial advice, or an offer or an invitation, solicitation or recommendation to acquire or sell COSOL shares or any other financial products in any jurisdiction and is not a prospectus, product disclosure statement, disclosure document or other offering document under Australian law or any other law. This presentation also does not form the basis of any contract or commitment to sell or apply for securities in COSOL or any of its subsidiaries. It is for information purposes only.

COSOL does not warrant or represent that the information in this presentation is free from errors, omissions or misrepresentations or is suitable for your intended use. The information contained in this presentation has been prepared without taking account of any person’s investment objectives, financial situation or particular needs and nothing contained in this presentation constitutes investment, legal, tax or other advice. The information provided in this presentation may not be suitable for your specific needs and should not be relied up on by you in substitution of you obtaining independent advice. Subject to any terms implied by law and which cannot be excluded, COSOL accepts no responsibility for any loss, damage, cost or expense (whether direct, or indirect, consequential, exceptional or special damages including but not limited to loss of revenue, profits, time, goodwill, data, anticipated savings, opportunity, business reputation, future reputation, production or profit, any delay costs, economic loss or damage) incurred by you as a result of any error, omission or misrepresentation in this presentation.

PRESENTATION OF INFORMATION

All currency amounts in this presentation are in Australian dollars unless otherwise stated. Amounts in this document have been rounded and any differences between this document and COSOL's financial statements are due to rounding.

AUTHORISATION

This presentation is dated 9 November 2021, and was authorised for release by the Board of COSOL.

For more information, please contact: Mr Ben Buckley, T +61 409 405 550, E ben.buckley@cosol.com.au

COSOL Limited ABN 66 635 371 363 Level 3, 201 Leichhardt Street, Spring Hill QLD 4000

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COSOL | CLARITA SOLUTIONS ACQUISITION | INVESTOR PRESENTATION | NOVEMBER 2021 2
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Clarita Solutions – Key Headlines

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• Clarita is a specialist in the leading Enterprise Asset Management (EAM) platform, IBM Maximo – in Gartner’s magic quandrant

• Clarita EAMaaS (Enterprise Asset Management as a service) is the only SaaS offering that combines Asset Management, Drawing management, Mobility and GIS (Geographical Information Systems) – a unique proprietary digital solution

• Clarita’s headquarters is in Brisbane, Australia and has offices in Melbourne and New Zealand. It has 35 FTE’s based in multiple locations

• Clarita has demonstrated strong revenue growth over last 3 years – CAGR in excess of 30%, with FY’21 actual audited revenue of $10.2m

• Returns 21% EBIT on revenue – FY’21 audited EBIT of $2.251m

• 39 active customers across Australia and New Zealand – Sector focus - Utilities, Government, Logistics, Transportation, Construction, Mining

• Clarita has a series of Strategic Partnerships – Gold Partner with IBM and ANZ exclusive distribution for EZMax Mobile

• Market potential - 3,956 companies worldwide using IBM Maximo, with a large market presence in the US (53%)

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COSOL | CLARITA SOLUTIONS ACQUISITION | INVESTOR PRESENTATION | NOVEMBER 2021 3
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Clarita’s fit with COSOL’s acquisition strategy

Acquisition criteria		Clarita’s strategic alignment to criteria	Clarita’s strategic alignment to criteria
✓Complementary digital IP and		•	Extends Enterprise Data Asset Management Platform – adds IBM Maximo to Hitachi Ellipse and SAP
services		•	Adds proprietary digital SaaS solution – EAMaaS
		•	Adds GIS capability to COSOL’ data suite
✓Industry sectors		•	Focus is on heavy asset industries to improve asset performance and achieve business optimisation
		•	Top 10 customers are Utilities, Government, Transportation, Logistics
✓Proven business model		•	Positive recent growth rate – CAGR in excess of 30% - $10.2m in revenue in FY’21
		•	Proven EBIT delivery - 20% on revenue
✓Revenue synergies		•	Provides immediate access to larger addressable market through IBM Maximo channel
		•	Opens new distribution channels for existing COSOL IP and services
		•	Opens up additional opportunity into North America market
		•	Upsell opportunity for GIS services into existing COSOL client base
✓Geographies		•	Business headquartered in Queensland which will allow ease of integration – particularly Business Development
		•	Open’s up New Zealand as a new territory
✓Deal structure that is aligned to		•	40% of upfront consideration taken in equity
shareholders		•	25% of total potential consideration taken in earnout after achieving EBIT hurdles
		•	Vendors and key employees must remain with business to achieve earnout and remain significant shareholders in COSOL
✓Valuation		•	Upfront multiple – 5.3 x FY’21 EBIT - consistent with previous acquisition multiples
		•	Purchase price will contribute to FY’22 results and is accretive to earnings
✓Proven management		•	CEO, Head of BDM and Vendors have decades of proven leadership in the sector and positive reputations within the industry
COSOL	Ct Stt d FY22 Pl	J 2021

COSOL | Corporate Strategy and FY22 Plan | June 2021

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COSOL | CLARITA SOLUTIONS ACQUISITION | INVESTOR PRESENTATION | NOVEMBER 2021 4
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COSOL Limited - Strategic Growth Map

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The heatmap below was previously developed to demonstrate where the existing organic growth opportunities will be complimented by acquisition or investment to accelerate growth

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Offerings
Acquisitive or
Investment
Core IT Services Enterprise Asset Management Enterprise Data Management Next Generation Productivity
Opportunity
Managed Professional Security & Professional Data
AMS Product Data Migrations Legacy Data Mobility Automation Analytics Optimisation
Services Services Networks Services Management
APAC 1
COSOL Organic Growth Opportunities
North
Hitachi
America
Other 2
Organic Growth Opportunities
APAC with Potential to Accelerate
North 3 via Acquisition or Investment 5
SAP
America
Other
Other APAC
e.g.
North
Maximo
America
IFS 4
Infor Other
RPConnect RPConnect RPConnect
Evergreen Copernicus AddOns DQA ETL LDV
Markets
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COSOL Limited - Strategic Growth Map

Digital IP Led Growth overlay for the COSOL / Clarita Business

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Offerings
Acquisitive or
Investment
Core IT Services Enterprise Asset Management Enterprise Data Management Next Generation Productivity
Opportunity
Managed Professional Security & Professional Data
AMS Product Data Migrations Legacy Data Mobility Automation Analytics Optimisation
Services Services Networks Services Management
APAC 1
COSOL Organic Growth Opportunities
North
Hitachi
America
Other 2
APAC
Organic Growth Opportunities with
Potential to Accelerate via Acquisition
SAP North 3 or Investment 5
America RPConnect®
Other
EZMaxMobile
APAC Clarita Organic Growth
EAMaaS
IBM North
Maximo America
COSOL / Clarita Accelerated Growth
Other
RPConnect RPConnect RPConnect
Evergreen EAMaaS Copernicus AddOns DQA ETL LDV
Markets
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Current & Future Leading EAM Platform

IBM Maximo complements COSOL’s Hitachi & SAP Solutions

Gartner Magic Quadrant

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ENTERPRISE ASSET MANAGEMENT SOFTWARE, OCTOBER 2019

• Report ranks IBM highest for completeness of vision (market understanding, strategy, industry, innovation and geographic strategy)

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The Leaders – IBM
/ SAP
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• IBM Maximo has been a leader in the Gartner EAM MQ since Gartner started doing the report in 1996

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The Future -
Lumada is the
combined ABB
products
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Annual EAM Market Research Study

MARKET ANALYSIS AND FORECAST THROUGH 2021

• IBM Maximo has been the market leader in the last 11 ARC Global Studies published

• IBM Maximo is the leader in 21 of 34 categories

Worldwide SaaS & Cloud-Enabled EAM Applications

VENDOR ASSESSMENT 2020-2021

• IBM’s product strategy for Maximo is most closely aligned with what customers will require in three to five years

• IBM Maximo's new suite approach offers streamlined packaging, provisioning, and licensing as well as the flexibility to start at any point in the asset life cycle and expand.

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COSOL | CLARITA SOLUTIONS ACQUISITION | INVESTOR PRESENTATION | NOVEMBER 2021 7
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Clarita Solutions – Key Customers Clarita’s customers are generally part of the heavy asset industry sectors that COSOL operates in and extends COSOL’s ability to drive revenue synergies through a extended range of Clients.

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COSOL | CLARITA SOLUTIONS ACQUISITION | INVESTOR PRESENTATION | NOVEMBER 2021 8
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Clarita Solutions – headline deal terms

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• Business will be acquired effective from September 1 2021

• Upfront consideration cash = $7,000,000

• Upfront COSOL shares = 7,951,123

• Earnout consideration capped at $3,750,000 - no more than 50% in either of FY’22 and FY’23

• Earnout consideration is subject to reaching EBIT growth performance hurdles

• Earnout consideration can be paid in cash and or equity

• Funding for acquisition will be from existing COSOL cash reserves and bank debt

• Normal conditions precedent exist and we expect to close within next two weeks

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COSOL | CLARITA SOLUTIONS ACQUISITION | INVESTOR PRESENTATION | NOVEMBER 2021 9
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Thank you

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