FLEXIROAM LIMITED — AGM Information 2023

May 16, 2023

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17 May 2023

Dear Shareholder

– Annual General Meeting Notice and Proxy Form

Notice is hereby given that the Annual General Meeting ( Meeting ) of Flexiroam Limited (ACN 143 777 397) (the Company ) will be held virtually via an online platform provided by the Company’s share registry, Advanced Share Registry, on Monday, 19 June 2023 at 12pm (WST).

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be dispatching physical copies of the Notice of Meeting and Explanatory Statement ( Notice ) to Shareholders, unless you have elected to receive these documents by post. Instead, the Notice is being made available to shareholders electronically and can be viewed and downloaded online at the following link: https://www.flexiroam.com/investor-center/. The Notice will also be posted on the Company’s ASX market announcements page at https://www2.asx.com.au/markets/company/frx.

All resolutions at the Meeting will be decided by poll and details of how to access the online platform and vote online are provided in the Notice. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and Notice.

A copy of your personalised proxy form is enclosed for your convenience. You are encouraged to vote online at https://www.advancedshare.com.au/Investor-Login or by returning the attached proxy form by:

post to: Advanced Share Registry PO Box 1156 Nedlands WA 6909 or email to: admin@advancedshare.com.au

Your proxy voting instructions must be received by no later than 12pm (WST) on 17 June 2023, 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. The Company strongly encourages shareholders to lodge a directed proxy form .

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 or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact Advanced Share Registry on 1300 113 258 (within Australia) or +618 9389 8033 (overseas) or the Company Secretary on +618 6389 2688 between 9am to 5pm (WST), Monday to Friday.

Yours sincerely

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Natalie Teo Company Secretary Flexiroam Limited

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Flexiroam Limited ACN 143 777 397

Notice of Annual General Meetin g

TIME: 12:00 pm (WST) DATE: Monday, 19 June 2023 PLACE: To be a virtual meeting accessible through the share registry’s online platform

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional adviser prior to voting.

Shareholders will not be able to attend the meeting in-person but will instead be able to attend and participate in the Meeting using the share registry’s online platform. Information on how to attend the Meeting virtually and vote online is set out in this Notice of Meeting.

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shareholders of Flexiroam Limited (ACN 143 777 397) ( Flexiroam or the Company ) will be held virtually through Advanced Share Registry’s online platform commencing at 12:00 pm (WST) on Monday, 19 June 2023 ( Meeting ).

The Explanatory Statement which accompanies this Notice contains further information in relation to the items of business to be considered at the Meeting. The Explanatory Statement forms part of this Notice. Terms and abbreviations used in this Notice are defined in the Glossary.

Business

Item 1 - Financial and Other Reports for the Year Ended 31 March 2023

To receive and consider the Annual Report of the Company for the financial year ended 31 March 2023, together with the Directors’ Report and the Auditor’s Report therein.

Note: There is no requirement for Shareholders to approve these reports.

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 31 March 2023 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the Directors nor the Company.

Resolution 2 – Election of Director – Mr Stephen Picton

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

“That, in accordance with clause 11.10 of the Current Constitution, Listing Rule 14.4 and for all other purposes, Mr Stephen Picton, a Director who retires in accordance with clause 11.10 of the Current Constitution and, being eligible, offers himself for re-election, is elected as a Director.”

Resolution 3 – Re-election of Director – Mr Marc Barnett

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

“That, in accordance with clause 11.3 of the Current Constitution, Listing Rule 14.5 and for all other purposes, Mr Marc Barnett, a Director who retires by rotation in accordance with clause 11.3 of the Current Constitution and, being eligible, offers himself for re-election, is re-elected as a Director.”

Resolution 4 – Approval of the 10% Placement Facility

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

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

Resolutions 5(a) to 5(d) – Approval to issue Director Options to Directors

To consider and, if thought fit, to pass each as a separate ordinary resolution the following:

“That, pursuant to and in accordance with Listing Rule 10.14, sections 200E and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of Director Options to Directors (or their nominees) as follows:

• (a) up to 40,000,000 Director Options to Mr Marc Barnett;

• (b) up to 4,000,000 Director Options to Mr Tat Seng Koh;

• (c) up to 4,000,000 Director Options to Mr Kenn Tat (Jefrey) Ong; and

• (d) up to 4,000,000 Director Options to Mr Stephen Picton;

in accordance with the Company’s Employee Share Option Plan, and on the terms and conditions set out in the Explanatory Statement.”

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Resolution 6 – Adoption of the Employee Share Option Plan

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

“That, pursuant to Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders approve the Company’s Employee Share Option Plan on the terms and conditions set out in the Explanatory Statement.”

Resolution 7 – Replacement of Current Constitution

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

“That, pursuant to and in accordance with section 136(2) of the Corporations Act and for all other purposes, Shareholders approve the repeal of the Current Constitution and the adoption of the Proposed Constitution, with effect from the passing of this resolution.”

Resolution 8 – Approval of Proportional Takeover Provisions

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

“That, pursuant to and in accordance with section 648G of the Corporations Act and for all other purposes, subject to Resolution 7 being passed, clause 6 of the Proposed Constitution, which set out proportional takeover provisions, be approved and adopted in the Proposed Constitution, with effect from the date that the Proposed Constitution takes effect.”

Resolution 9 – Cancellation of Forfeited Employee Shares

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

“That, pursuant to and in accordance with section 258D of the Corporations Act and for all other purposes, 490,735 fully paid ordinary shares in the capital of the Company that have been forfeited under the terms of the issue of those shares, be cancelled.”

Voting Exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• Resolution 4, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the 10% Placement Facility, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or an associate of those persons.

• Resolutions 5(a), 5(b), 5(c) and 5(d) , by or on behalf of the Director who is to receive the Director Options in question and any other person who will obtain a material benefit as a result of the issue of these securities (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

• Resolution 6 , by or on behalf of, any Director, and any person who is eligible to participate in the Employee Share Option Plan ( Eligible Participant ), or an associate of those persons.

• Resolution 9: by or on behalf of a person whose shares are to be cancelled or any associate of those persons.

However, the above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

• the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the relevant 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:

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

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

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Voting Prohibitions

• Resolutions 1 and 6 : In accordance with sections 250BD and 250R of the Corporations Act, a vote of these Resolutions must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on either Resolution, and:

• the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on either Resolution; or

• expressly authorises the Chair to exercise the proxy even though either Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• Resolutions 5(a), 5(b), 5(c) and 5(d) : In accordance with section 200E(2A) of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of any person who may be entitled to receive a benefit in connection with that person’s retirement from office or position of employment, the subject of the Resolutions, or an associate of such a person.

In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast by a related party of the Company to whom the Resolutions would permit a financial benefit to be given, or an associate of such related party.

In accordance with section 250BD of the Corporations Act, a person appointed as proxy must not vote, on the basis of that appointment, on these Resolutions if:

• the proxy is a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on this Resolution.

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 in writing that specifies the way the proxy is to vote on this Resolution; or

• the person is the Chair of the Meeting;

• the appointment 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.

Attendance and Participation

The Meeting will be held virtually via an online platform facilitated by the Company’s share registry, Advanced Share Registry on Monday, 19 June 2023 at 12:00 pm (WST).

Information about how to attend the Meeting virtually is set out below under “Voting online”. Voting at the Meeting will be by poll rather than by show of hands.

How to vote

Entitlement to vote

The Company has determined that the time for determining a person’s entitlement to vote at the Meeting is Saturday, 17 June 2023 at 12:00 pm (WST). Only those Shareholders entered on the Company’s Share Register at that time will be entitled to attend and vote at the Meeting virtually via the online platform. Registrable transfers or transmission applications received after this time will be disregarded in determining entitlements to vote at the Meeting.

Attendance

The Meeting is being held as a virtual meeting whereby Shareholders will only be able to attend and participate in the Meeting through an online platform.

Voting online

Shareholders and their proxies, attorneys or corporate representatives will be able to attend and participate in the Meeting through an online platform at www.advancedshare.com.au/virtual-meeting. This online platform will allow Shareholders to attend the Meeting in real time and allow them to vote and ask questions in respect to the Resolutions.

It is recommended that Shareholders try to log on to the online platform at least 15 minutes prior to the scheduled start time for the Meeting.

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Shareholders who wish to participate virtually may do so in accordance with the following instructions:

• 1) Go to https://www.advancedshare.com.au/Dashboard/Virtual-Meeting-Centre-Login

• 2) Login using the Meeting ID and your personalised Shareholder ID which can be found on your personalised Proxy Form

• 3) After logging in, a banner will be displayed and you can join the Virtual Meeting Portal where you can participate in the meeting, directly lodge questions, and enter poll instructions

• 4) There will be a live webcast where you can view and listen to the virtual Meeting

• 5) Shareholders and their proxies will be able to vote on the resolutions directly through the online platform at any time between the commencement of the Meeting and the closure of voting as announced by the Chair

Shareholders who have not received their personalised Proxy Form should contact Advanced Share Registry on the following numbers as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting:

• 1300 113 258 (within Australia); or

• +61 8 9389 8033 (overseas).

Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary, Natalie Teo, at natalie.teo@anthonyho.com.au by 9 June 2023.

Shareholders will also have the opportunity to submit questions during the Meeting in respect of the formal items of business. In order to ask questions during the Meeting, please follow the instructions from the Chair, and the Chair may request prior to a Shareholder asking a question that they identify themselves.

By Order of the Board

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Natalie Teo Company Secretary Flexiroam Limited 17 May 2023

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting ( Meeting ).

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.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms used in this Notice and Explanatory Statement are defined in the Glossary. A Proxy Form is located at the end of this Explanatory Statement.

1. Proxies

Please note that:

• (a) a Shareholder 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;

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

• (d) 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

• (e) 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.

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 Meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms.

Even if you plan to attend the Meeting virtually via the online platform, you are still encouraged to submit your Proxy Form in advance of the Meeting so that your votes can still be counted if for any reason you cannot attend.

Proxy Forms must be received by no later than 12:00 pm (WST) on Saturday, 17 June 2023. Proxy Forms received later than this time will be invalid.

2. Virtual Meeting instructions

The Board has decided that the Meeting will be held through an online platform provided by Advanced Share Registry, the Company’s share registry service provider. Shareholders will be able to listen to the proceedings, view the presentations, send online questions to the Board and vote in real time.

Instructions and additional information regarding virtual attendance and participation are set out in the Notice of Meeting and accompanying Proxy Form.

3. Item 1 – Financial Statements and Reports

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the Annual Report of the Company for the financial year ended 31 March 2023. The Company will not provide a hard copy of the Company’s Annual Report to Shareholders unless specifically requested to do so. The Company’s Annual Report is available free-of-charge on its website at https://www.flexiroam.com/investor-center/.

There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on, approve or adopt the Annual Report. Shareholders will have a reasonable opportunity at the Meeting to ask questions about or make comments on the Annual Report and on the management of the Company.

The Auditor of the Company is required to attend the Meeting and will be available to take Shareholders' questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements contained in the Annual Report, and the independence of the Auditor in relation to the conduct of the audit.

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4. Resolution 1 – Adoption of Remuneration Report

4.1 General

The Remuneration Report of the Company for the financial year ended 31 March 2023 is included in the Directors’ Report in the Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

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 to be adopted must be put to the 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. Under section 250SA of the Corporations Act, the Chair will provide a reasonable opportunity for discussion of the Remuneration Report at the Meeting.

If at least 25% of the votes on Resolution 1 are voted against the adoption of the Remuneration Report at the Meeting, and then again at the Company’s 2024 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of a general meeting ( Spill Meeting ) to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the Company’s 2024 annual general meeting. All of the Directors who were in office when the Company’s 2023 Directors’ Report was approved, other than the Managing Director of the Company, shall cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting, those persons whose election or re-election as directors is approved will be the directors of the Company.

4.2 Previous voting results

At the Company’s 2022 annual general meeting, 99.69% of votes were cast in favour of the remuneration report. Accordingly, the Spill Resolution is not relevant for this Meeting.

4.3 Board recommendation

Given the material personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding Resolution 1.

4.4 Voting intention

If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation to vote the proxy in accordance with the Chair’s intention.

Shareholders are urged to carefully read the Proxy Form and to provide a direction to the proxy on how to vote on Resolution 1.

5. Resolution 2 – Election of Mr Stephen Picton as a Director

5.1 General

In accordance with clause 11.10 of the Current Constitution, the Board may appoint at any time, a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Current Constitution.

Pursuant to the Current Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Stephen (Steve) Picton, having been appointed by other Directors on 1 June 2022, will retire in accordance with clause 11.10 of the Current Constitution and Listing Rule 14.4 and being eligible, will seek election from Shareholders pursuant to clause 11.10 of the Current Constitution.

5.2 Qualifications

Steve is a highly experienced and seasoned executive, with over 36 years of technology and telecommunications leadership experience, spanning sales, marketing and strategy. Steve is currently a director of management consultancy Richmond Bridge, where he focuses on business development and technology investments. He also sists on the Boards of Echo IQ and Cognian Technologies.

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Steve was the Chief Executive Officer of Super Fast Broadband business LBNCo, from June 2015 until January 2021, investing in and leading the business during a period of explosive growth and structural change. Prior to this, Steve worked as a Management Consultant at Richmond Bridge and founded the Gotalk business in Australia for 13 years through to an exit. While Chief Executive Officer of Gotalk, Steve built the largest calling card business in Australia and New Zealand, growing the business to become profitable with solid cash flow. His initial career was with British Telecom in the UK and Asia Pacific where he held senior executive roles within Sales & Marketing and also Corporate Development where he led several substantial M&A activities.

The Company confirms that it took appropriate checks on the background of Mr Picton before his appointment to the Board and Mr Picton has confirmed that he has sufficient time to fulfill his responsibilities as a Director.

5.3 Additional information

The Board considers Mr Picton to be an independent director.

If Resolution 2 is passed, Mr Picton will be elected as a Non-Executive Director of the Company.

If Resolution 2 is not passed, Mr Picton will not be elected as a Non-Executive Director of the Company. The Board may consider an appointment to fill a casual vacancy in accordance with clause 11.10 of the Current Constitution, with ratification at the Company’s next annual general meeting.

5.4 Board recommendation

Resolution 2 is an ordinary resolution.

The Board (other than Mr Picton) supports the election of Mr Picton and recommends Shareholders vote in favour of Resolution 2 on the basis that Mr Picton’s skills and experience as outlined above, have and will continue to support the Company in achieving its strategic objectives.

The Chair intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Re-election of Mr Marc Barnett as a Director

6.1 General

Clause 11.3 of the Current Constitution requires that at every annual general meeting, one third of the Directors (excluding the Managing Director) 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 re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

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

Mr Marc Barnett retires by rotation at this Meeting and, being eligible, offers himself for re-election.

6.2 Qualifications

Mr Barnett was appointed as a Non-Executive Director on 22 February 2021 and transitioned to CEO and Executive Director on 28 April 2021.

Marc has extensive experience in sales, commercial operations, finance and change management, and brings over 12 years’ experience in C-suite roles across the Asia-Pacific region, with multinational corporations and high growth start-ups. Prior to joining the Company, Mr Barnett was the Chief Executive Officer of video-on-demand service iflix, until its acquisition by Tencent in 2020. He accelerated iflix’s growth to deliver 50 million app downloads with 25 million monthly active uses, rapidly expanding the business to 32 markets spanning Asia, the Middle East and Africa.

On 30 March 2023, the Company announced that Mr Barnett’s employment agreement as CEO and Executive Director has been renewed with effect from 1 April 2023. The renewal terms are in recognition of the significant contribution Mr Barnett has made to the Company over the past two years and the Board firmly believes that Marc is well placed to lead the Flexiroam team to deliver key drivers to future success and substantial long-term shareholder value.

6.3 Additional information

If Resolution 3 is passed, Mr Barnett will be re-appointed as an Executive Director of the Company. Accordingly, he is not considered an independent Director of the Company.

If Resolution 3 is not passed, Mr Barnett will remain employed as Chief Executive Officer of the Company.

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6.4 Board Recommendation

Resolution 3 is an ordinary resolution.

The Board (other than Mr Barnett) supports the re-election of Mr Barnett and recommends Shareholders vote in favour of Resolution 3 on the basis that Mr Barnett’s skills and experience as outlined above, have and will continue to support the Company in achieving its strategic objectives.

The Chair intends to vote undirected proxies in favour of Resolution 3.

7. Resolution 4 – Approval for Additional 10% Placement Facility

7.1 General

Listing Rule 7.1A enables an eligible entity (as defined below) to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12-month period after the entity’s annual general meeting at which a special resolution for the purposes of Listing Rule 7.1A is passed ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement limit under Listing Rule 7.1.

An “eligible entity” for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. As at the date of this notice, the Company is an eligible entity. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

7.2 Listing Rule 7.1A

Any Equity Securities issued under Listing Rule 7.1A must be in the same class as an existing class of the Company’s quoted securities.

As at the date of this Notice, the Company has one quoted class of Equity Securities, being its ordinary fully paid shares (ASX: FRX) ( Shares ).

Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. That formula is:

(A x D) – E

where:

A is the number of Shares on issue before the date of issue or agreement:

• (a) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 (other than exceptions 9, 16 or 17);

• (b) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

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

• (ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4;

• (c) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

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

• (ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or 7.4;

• (d) plus the number of partly paid Shares that became fully paid in the relevant period;

• (e) plus the number of Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4. This does not include an issue of fully paid Shares under the Company’s 15% placement capacity without shareholder approval; and

• (f) less the number of fully paid Shares cancelled in the relevant period. Note that “A” has the same meaning as in Listing Rule 7.1 when calculating an entity's 15% annual placement capacity.

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• D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

“Relevant Period” means:

• (g) if the entity has been admitted to the official list for 12 months or more, the 12-month period immediately preceding the date of the issue or agreement; or

• (h) if the entity has been admitted to the official list for less than 12 months, the period from the date the entity was admitted to the official list to the date immediately preceding the date of the issue or agreement.

7.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 4 is approved by Shareholders and the Company issues the Equity Securities under the 10% Placement Facility, then there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities in the same class on the issue date.

The table below identifies the potential dilution to existing Shareholders following the issue of Equity Securities under the 10% Placement Facility (based on the formula set out above) using different variables for the number of issued Shares and the market price of Shares.

Number of Shares on Issue
				Dilution
	New Shares issued under the 10% Placement Facility	Voting Dilution	Funds raised based on issue price of $0.020 (50% decrease in Market Price)	Funds raised based on issue price of $0.040 (Current Market Price)	Funds raised based on issue price of $0.060 (50% increase in Market Price)
641,913,276 (Current Variable A)	64,191,328	10%	$1,283,827	$2,567,653	$3,851,480
962,869,914 (50% increase)*	96,286,991	10%	$1,925,740	$3,851,480	$5,777,219
1,283,826,552 (100% increase)*	128,382,655	10%	$2,567,653	$5,135,306	$7,702,959

*The number of Shares on issue (variable “A” in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under an entitlements issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

Notes: The table above uses the following assumptions:

1. The current Shares on issue are the Shares on issue as at 26 April 2023.

2. The current market price used is $0.040 based on the closing price as at 26 April 2023.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Facility.

4. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

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1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

2. (c) The Company will only issue the Equity Securities during the period commencing from the date of the Meeting at which the approval is obtained until the earlier of:

3. (i) the date which is twelve (12) months after the date of the Meeting;

4. (ii) the time and date of the Company’s next annual general meeting; and

5. (iii) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

• (d) The Company can only issue the Equity Securities for cash consideration. In such circumstances, the Company may use the funds raised towards its existing segments, for the purposes of advancing any of its projects, potential acquisitions, investments and/or general working capital.

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the persons to whom the Equity Securities will be issued will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

• (ii) the methods of raising funds that are available to the Company including, but not limited to, an entitlements issue or other issue in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

The Company notes that:

• prior to undertaking any fundraising, the Board will have regard to whether it is in the Company’s best interest to structure such a fundraising as an entitlements issue to all of the Company’s existing Shareholders at the time.

• The persons to be issued securities under the 10% Placement Facility have not been determined as at the date of this Notice but are likely to be investors who are sophisticated and/or professional investors for the purposes of section 708 of the Corporations Act. No Equity Securities will be issued under Listing Rule 7.1A to related parties of the Company.

• (f) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the 2022 Annual General Meeting held on 20 June 2022 ( Previous Approval ). The Company has not issued Equity Securities pursuant to the Previous Approval in the 12 months preceding the date of this Notice of Meeting.

• (g) When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3.

• (h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholders will be excluded from voting on Resolution 4.

7.4 Additional information

Resolution 4 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 4 for it to be passed.

If Resolution 4 is passed, the Company will effectively be able to issue Equity Securities up to the combined 25% limit under 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% Placement Facility to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

7.5 Board Recommendation

The Board believes that Resolution 4 will give the Company the flexibility to raise additional working capital whilst preserving the Company’s cash reserves and recommends that Shareholders vote in favour of the Resolution.

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7.6 Voting intention

The Chair of the Meeting intends to vote all undirected proxies in favour of Resolution 4.

8. Resolutions 5(a), 5(b), 5(c) and 5(d) – Approval to issue Director Options

8.1 General

On 30 March 2023, the Company announced that it is proposing, subject to obtaining Shareholder approval, to issue up to 40 million unlisted options to Mr Marc Barnett.

The Company has carefully considered key business objectives and believe that offering the options is an appropriate method for linking the Company’s current remuneration structure to the achievement of strategic medium-term goals and longer-term shareholder value and has extended the offer to participate to other members of the Board.

The Company now proposes, subject to obtaining Shareholder approval, to issue up to a total of 52 million unlisted options ( Director Options ) to Messrs Marc Barnett, Tat Seng Koh, Kenn Tat (Jefrey) Ong and Stephen Picton ( Directors ), or their respective nominees, as follows:

Director	Tranche 1 Director Options	Tranche 2 Director Options	Tranche 3 Director Options
Marc Barnett	13,333,333	13,333,333	13,333,334
Tat Seng Koh	1,333,333	1,333,333	1,333,334
Kenn Tat (Jefrey) Ong	1,333,333	1,333,333	1,333,334
Stephen Picton	1,333,333	1,333,333	1,333,334
TOTAL	17,333,332	17,333,332	17,333,336

The Company intends to grant the Director Options under the Company’s new Employee Share Option Plan ( Plan ) and each tranche will be subject to the following vesting and exercise conditions. Accordingly, Resolutions 5(a) to 5(d) inclusive are conditional upon Resolution 6 (Adoption of the Employee Share Option Plan) being passed.

Class	Exercise Price per option	Vesting Condition	Expiry Date
Tranche 1	$0.035	1 year vesting	5 years from the date of issue
Tranche 2	$0.075	2 year vesting	5 years from the date of issue
Tranche 3	$0.115	3 year vesting	5 years from the date of issue

The last price at which Shares were traded prior to 17 May 2023 was $0.04. The Company considers that the grant of the Director Options is reasonable given the Company’s size and stage of business development, and that the issue of Director Options is a cost-effective and efficient incentive, as opposed to alternative forms of incentives, such as the payment of additional cash compensation. The objective of Resolution 5(a) to 5(d) is to provide the Directors with a mechanism to participate in the future development of the Company and an incentive for their future involvement with, and commitment to, the Company.

8.2 Listing Rule 10.14

Under Listing Rule 10.14, Shareholder approval is required for the issue of securities to any Director under an employee incentive scheme. Shareholder approval is sought to grant the Director Options to Messrs Barnett, Koh, Ong and Picton.

If Resolutions 5(a) to 5(d) (inclusive) are ordinary resolutions.

If Resolutions 5(a), 5(b), 5(c) and 5(d) are passed, the Company will be able to proceed with the issue of up to 52 million Director Options to the Directors.

If Resolutions 5(a), 5(b), 5(c) and 5(d) are not passed, the Company will not be able to proceed with the issue of Director Options to the relevant Director(s) and may have to consider alternative arrangements to appropriately

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incentivise the Directors. As noted in section 8.1, Resolutions 5(a) to 5(d) (inclusive) are conditional upon Resolution 6 (Adoption of the Employee Share Option Plan) being passed.

8.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of Director Options:

• (a) Resolutions 5(a), 5(b), 5(c) and 5(d) contemplates the issue of up to a total of 52 million Director Options to Messrs Barnett, Koh, Ong and Picton;

• (b) the Directors are a related party of the Company by virtue of being a Director and therefore fall within Listing Rule 10.14.1;

• (c) the Director Options will be issued to the Directors in accordance with the tables set out in Section 8.1 and on the terms and conditions set out in Schedule A;

• (d) upon conversion of the Director Options, Shares will be issued on a one for one basis and will rank equally in all respects with the Company’s existing Shares;

• (e) no Equity Securities have been previously issued to Directors under the Plan (the subject of Resolution 6);

• (f) the Director Options will be issued 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 Director Options will be granted on the same date;

• (g) the Director Options will be issued for nil consideration as they will be issued as medium to long-term incentives for the Directors. Accordingly, no funds will be raised as a result of the issue;

• (h) the Directors’ annual total remuneration in Australian dollars (including superannuation) for the previous and current financial years are set out below:

Director	2021/22	2022/23
Marc Barnett1	$327,322	$350,000
Tat Seng Koh	$62,264	$60,000
Kenn Tat (Jefrey) Ong2	$214,113	$60,000
Stephen Picton3	N/A	$60,000

Notes:

1. Mr Barnett’s remuneration has increased to $500,000 per annum, effective from 1 April 2023.

2. Mr Ong was re-designated as a Non-Executive Director on 1 April 2022.

3. Mr Picton was appointed on 1 June 2022 as a Non-Executive Director.

4. (i) the value in which the Company attributes to the Director Options and its basis is set out in Schedule B;

5. (j) a summary of the key terms and conditions of the Plan are set out in Schedule C. In addition, a copy of the -

6. Plan is accessible on the Company’s website at https://www.flexiroam.com/investor center/;

7. (k) no loan has been or will be given to the Directors in relation to the issue of Director Options;

8. (l) the Board acknowledges that the grant of Director Options to Messrs Koh, Ong and Picton are contrary to Recommendation 8.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4[th] Edition) however the Director Options are considered an appropriate form of incentive remuneration as they align the interests of the holder with the financial success of the Company, whilst preserving the Company’s cash reserves. The non-cash form of this incentive will allow the Company to spend a greater proportion of its cash reserves on its growth objectives;

9. (m) details of any securities issued under the Plan will be published in the Company’s annual report 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; and

10. (n) any persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolutions 5(a) to 5(d) are approved and who were not named in the Notice will not participate until approval is obtained under that rule.

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8.4 Section 200E of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a ‘managerial or executive office’ (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by shareholders in accordance with section 200E of the Corporations Act.

The Related Parties hold ‘managerial or executive office’ as their details are included in the Directors’ Report by virtue of being Directors.

Under the terms and conditions in Schedule A, under which the Director Options the subject of Resolution 5 are proposed to be issued, circumstances in which the early vesting of Director Options may be permitted at the Board’s discretion include, amongst other things, termination of a participant’s employment, engagement or office with the Company due to redundancy or any other reason the Board decides, or in other circumstances where the Board exercises its discretion to allow early vesting as well as change of control events, notwithstanding that the Company will comply with its obligations under Listing Rules 10.18 and 10.19.

The termination ‘benefit’ under section 200B of the Corporations Act has a wide operation and relevantly incudes, in the context of Resolutions 5(a) to 5(d), the early vesting of Director Options upon the exercise of the Board’s discretion or the Board determining to provide that the Director Options do not lapse but will continue and be vested in the ordinary course.

Resolutions 5(a), 5(b), 5(c) and 5(d) therefore also seek approval of any termination benefit that may be provided to a Relevant Party under the terms and conditions of the Director Options proposed to be issued under those Resolutions.

8.5 Specific information required by section 200E(2) of the Corporations Act

The value of the potential termination benefits cannot be determined in advance. This is because various matters will or are likely to affect that value. The value of a particular benefit will depend on factors such as the Share price at the time of vesting and the number of Director Options that will vest or otherwise be affected. The following additional factors may also affect the benefit’s value:

• (a) the Director’s length of service and the status of the vesting and exercise conditions attaching to the relevant Director Options at the time the Director’s employment or office ceases; and

• (b) the number of unvested Director Options and the Director (or their nominee) holds at the time they cease employment or office.

8.6 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 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 Director Options constitutes giving a financial benefit and the Directors are related parties of the Company by virtue of being Directors.

Accordingly, the Company is seeking approval for the purposes of Chapter 2E of the Corporations Act in respect of the Director Options proposed to be issued to Messrs Barnett, Koh, Ong and Picton pursuant to Resolutions 5(a) to 5(d).

8.7

Information requirements for Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Director Options:

• (a) the Director Options will be issued to Messrs Marc Barnett, Tat Seng Koh, Kenn Tat (Jefrey) Ong and Stephen Picton or their respective nominees;

• (b) Resolutions 5(a) to 5(d) seek approval from Shareholders to allow the Company to issue the Director Options in the amounts specified in Section 8.1 above to the Directors or their nominees, and the Director Options are to be issued in accordance with the terms and conditions set out in Schedule A;

• (c) a Black and Scholes valuation of the Director Options is set out in Schedule B;

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• (d) at the date of this Notice, the Directors hold the following relevant interests in Equity Securities of the Company:

Director	Shares	Performance Rights1
Marc Barnett	25,147,059	10,000,001
Tat Seng Koh	47,772,162	Nil
Kenn Tat (Jefrey) Ong	55,785,892	Nil
Stephen Picton	11,855,673	Nil

Notes:

1. Comprised of 10 million CEO performance rights and 1 Executive performance right granted to Mr Barnett in 2022. All performance rights are subject to vesting conditions (refer notice of annual general meeting dated 20 May 2022 for additional information).

Assuming that Resolutions 5(a) to 5(d) are each approved by Shareholders, all of the Director Options are issued, vested and exercised in Shares, and no other Equity Securities are issued or exercised, the respective interests of the Directors in the Company would be as follows:

• (i) Mr Barnett’s interest would represent approximately 9.39% of the Company’s expanded capital;

• (ii) Mr Koh’s interest would represent approximately 7.46% of the Company’s expanded capital;

• (iii) Mr Ong’s interest would represent approximately 8.62% of the Company’s expanded capital; and

• (iv) Mr Picton’s interest would represent approximately 2.28% of the Company’s expanded capital;

• (e) the highest and lowest closing market price of the Shares on ASX during the 12 months prior to the date of this Notice were:

Highest $0.054 per Share Lowest $0.027 per Share

the closing market price of the Shares on ASX prior to the date of this Notice was $0.04 per Share on 16 May 2023;

(f) the issue of the Director Options will have a diluting effect on the percentage interest of existing Shareholders’ holdings if the Director Options vest and are exercised. The potential dilution effect is summarised below.

Director Options	Dilutionary effect
Tranche 1	2.70%
Tranche 2	2.70%
Tranche 3	2.70%

The above table assumes the current Share capital structure as at the date of this Notice (being 641,913,276 Shares on 21 April 2023) and that no Shares are issued other than the Shares issued on exercise of the Director Options. The actual dilution will depend on the extent that additional Shares are issued by the Company;

• (g) Messrs Barnett, Koh, Ong and Picton are directors of the Company and therefore the Board believes that the grant of the Director Options are considered an appropriate mechanism to participate in the future development of the Company and an incentive for their future involvement with, and commitment to, the Company;

• (h) there are no taxation consequences for the Company arising from the issue of the Director Options (including fringe benefits tax); and

• (i) 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(a) to (d) (inclusive).

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8.8 Board Recommendation

As Messrs Barnett, Koh, Ong and Picton are proposed recipients of the Director Options, the Board is unable to make a recommendation on Resolutions 5(a) to (d) (inclusive).

The Chair intends to vote undirected proxies in favour of Resolutions 5(a) to (d).

9. Resolution 6 – Adoption of the Employee Share Option Plan

9.1 General

Resolution 6 seeks Shareholder approval of the adoption of the Employee Share Option Plan ( Plan ) in accordance with Listing Rule 7.2 (Exception 13(b)).

Listing Rule 7.1 provides that a company may not, subject to specified exceptions, issue or agree to issue more equity securities during a 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.

Listing Rule 7.2 (Exception 13(b)) sets out an exception to Listing Rule 7.1 which provide 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 scheme as an exception to Listing Rule 7.1.

Resolution 6 is an ordinary resolution.

If Resolution 6 is passed, the Company will be able to issue a limited number of Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company’s 15% placement limit under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to rely on Exception 13(b) under Listing Rule 7.2 and the issue of Equity Securities under the Plan to eligible participants will remain subject to the 15% placement limit under Listing Rule 7.1.

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 the future issues of Equity Securities under the Plan will provide employees with the opportunity to participate in the future growth of the Company. Shareholder approval is not required for the establishment or implantation of a new employee incentive scheme however Shareholder approval is required under Listing Rule 7.2 (Exception 13(b)) to exclude any securities issued under the new Plan from the Company’s 15% issuance threshold, as outlined above.

Any future issues of securities under the Plan to a related party or to 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 Listing Rule 10.14 at the relevant time.

9.2 Specific information required by Listing Rule 7.2 Exception 13(b)

• (a) A summary of the key terms and conditions of the Plan is set out in Schedule B. 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 is accessible on the Company’s website at https://www.flexiroam.com/investor-center/.

• (b) No Equity Securities have been issued under the Plan. The Company has issued a total of 32,067,341 Equity Securities under previous employee incentive schemes.

• (c) The maximum number of Equity Securities proposed to be issued by the Company under the Plan (excluding any Equity Securities issued with Shareholder approval under Listing Rule 10.14) is 35,000,000 securities (approximately 5.45% of the current Share capital structure as at the date of this Notice, being 641,913,276 Shares).

9.3 Board recommendation

For good corporate governance reasons, the Board does not make a recommendation for Resolution 6.

The Chair intends to vote undirected proxies in favour of Resolution 6.

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10. Resolution 7 – Replacement of Current Constitution

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10.1 General

Resolution 7 is a special resolution seeking Shareholder approval to repeal the Current Constitution and adopt the Proposed Constitution.

The Current Constitution was last amended in October 2020 and there have been a number of recent changes to the Corporations Act and Listing Rules, and general corporate and commercial practices for ASX-listed companies.

The Board believes that it is preferable in the circumstances to wholly replace the Current Constitution with the Proposed Constitution rather than to amend numerous provisions of the Current Constitution.

The Proposed Constitution is substantially consistent with the provisions of the Current Constitution, and a summary of the material changes is set out below. The Board believes the adoption of the Proposed Constitution will not have any significant impact on Shareholders.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website https://www.flexiroam.com/investor-center/ and at the registered office of the Company. A copy is also available to Shareholders by emailing the Company Secretary at natalie.teo@anthonyho.com.au. Shareholders are invited to contact the Company if they have any queries or concerns.

10.2 Summary of material proposed changes

(a) Use of virtual meeting technology at shareholder meetings (clause 7 of the Proposed Constitution)

The Proposed Constitution contains provisions regarding the ability of the Company to hold general meetings using or with the assistance of any virtual meeting technology approved by the Directors or in any manner permitted by law.

“Virtual meeting technology” is any technology that allows a person to participate in a meeting without being physically present at the meeting (e.g. video conferencing facilities).

Under the Proposed Constitution, general meetings may be held at a physical location, at one or more physical locations and online using virtual meeting technology, or solely online using virtual meeting technology).

Consequential provisions are also included to provide clarity around procedural matters, including to ensure that ‘online’ attendees are treated as being present at the meeting and to confirm that Directors may prescribe the detailed procedures by which meetings held with the assistance of technology may be conducted, including wholly ‘virtual’ online meetings.

(b) Fee for registration of off-market transfers (clause 5.1)

As permitted by Listing Rule 8.4, the Proposed Constitution provides that the Company may charge a reasonable fee for registering a paper-based transfer in registrable form (sometimes referred to as “off-market transfers”). The fee is intended to represent the cost incurred by the Company specific to off-market transfers. The Company must not charge a fee for the registration of a transfer of shares that is not a paper-based transfer in registrable form.

(c) Proportional takeover provisions (clause 6)

The proportional takeover provisions contained in the Proposed Constitution are set out and discussed in section 11 below.

10.3 Other changes

Other proposed changes to the Current Constitution are more administrative in nature and are aimed at facilitating flexibility and efficiency in the governance of the Company. For instance, the amendments:

• clarify that the acceptance by a director of a delegation of the Board’s powers may, if the Board so resolves, be treated as an extra service of special exertion performed by the delegate for which additional remuneration may be payable;

• state that Shareholders can elect to receive a special class of documents in physical or electronic format or to elect to not be sent those documents at all; and

• clarify that the Company may execute any agreement or other document by electronic means.

10.4 Additional information

Resolution 7 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote for it to be passed.

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If Resolution 7 is passed, the Company will adopt the Proposed Constitution with effect from the close of the Meeting.

If Resolution 7 is not passed, the Company will not adopt the Proposed Constitution. Accordingly, the Current Constitution will remain in effect, but will not reflect all contemporary provisions of the Corporations Act and Listing Rules.

10.5 Board Recommendation

The Board believes that Resolution 7 is in the best interests of the Company and recommends that Shareholders vote in favour of the Resolution.

The Chair intends to vote undirected proxies in favour of Resolution 7.

11. Resolution 8 – Approval of Proportional Takeover Provisions

11.1 General

Resolution 8 is a special resolution seeking Shareholder approval for the proportional takeover provisions set out in clause 6 of the Proposed Constitution ( Proportional Takeover Provisions ).

Although the Proportional Takeover Provisions are set out in the Proposed Constitution, pursuant to the Corporations Act, their operation and effectiveness is separate to the rest of the document. Resolution 8 is conditional upon Resolution 7 (Replacement of Current Constitution) being passed.

11.2 Proposed wording

Set out below are the proposed Proportional Takeover Provisions which are contained in clause 6 of the Proposed Constitution. The provisions are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid is made for the Company.

6. Proportional Takeovers

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Operation

This clause 6 is only effective, and only forms part of the Constitution, for the period specified in section 648G(1) of the Corporations Act, commencing on the period specified in section 648G(2) of the Corporations Act.

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Defined terms

In this clause 6:

Approving Resolution means a resolution to approve a Proportional Takeover Bid in accordance with this clause 6.

Eligible Voter means a person (other than the bidder under a Proportional Takeover Bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

End Date means the 14[th] day before the last day of the bid period for a Proportional Takeover Bid.

Proportional Takeover Bid has the meaning given to that term in the Corporations Act

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Refusal of transfers

• (a) The Company must refuse to register a transfer of securities giving effect to a takeover contract for a Proportional Takeover Bid unless and until an Approving Resolution is passed in accordance with this clause 6.

• (b) Any purported registration of a transfer in contravention of clause 6.3(a) is void.

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Voting on an Approving Resolution

• (a) Where offers are made under a Proportional Takeover Bid, the directors must call and arrange to hold a meeting of Eligible Voters for the purpose of voting on an Approving Resolution before the End Date.

• (b) The provisions of this Constitution concerning meetings of members (with the necessary changes) apply to a meeting held under clause 6.4(a).

• (c) Subject to this Constitution, every Eligible Voter present at the meeting held under clause 6.4(a) is entitled to one vote for each security in the bid class that the Eligible Voter holds.

• (d) An Approving Resolution that has been voted on before the End Date is taken to have been:

• (i) passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%; or

• (ii) rejected if clause 6.4(d)(i) has not been satisfied.

• (e) Subject to clause 6.4(f), an Approving Resolution must be passed before the End Date in order for that resolution to be effective.

• (f) If an Approving Resolution has not been voted on as at the end of the day immediately prior to the End Date, an Approving Resolution is taken to have been passed for the purposes of, and in accordance with, this clause 6.

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11.3 Corporations Act requirements

Sections 648D to 648H of the Corporations Act regulate the incorporation of provisions in a company’s constitution related to proportional takeovers.

Specifically, section 648G of the Corporations Act requires that, if a company is to include such provisions in its constitution, the provisions must be approved by shareholders at a general meeting. The approval is effective for up to 3 years.

The Corporations Act requires the following information to be provided to Shareholders when they are considering the inclusion of proportional takeover provisions in a constitution:

(a) Effect of proposed Proportional Takeover Provisions

A proportional takeover offer is where an offer is made to each shareholder for a proportion of that shareholder’s shares, and not for the shareholder’s entire shareholding. This means that control of the Company may pass without Shareholders having the chance to sell all their Shares to the bidder. It also means the bidder may take control of the Company without paying an adequate amount for gaining control.

In order to deal with this possibility, the Company may provide in its constitution that:

• (i) in the event of a proportional takeover bid being made for Shares in the Company, Shareholders are required to vote by ordinary resolution and collectively decide whether to accept or reject the offer; and

• (ii) the majority decision of the Company’s Shareholders will be binding on all individual members.

The Directors consider that Shareholders should be able to vote on whether a proportional takeover bid ought to proceed given such a bid might otherwise allow control of the Company to change without Shareholders being given the opportunity to dispose of all their shares for a satisfactory control premium. The Directors also believe that the right to vote on a proportional takeover bid may avoid Shareholders feeling pressure to accept the bid even if they do not want it to succeed.

The Proposed Takeover Provisions (set out in clause 6 of the Proposed Constitution and outlined in section 11.2 above) state that, if a proportional takeover bid is made, Directors must ensure Shareholders vote on a resolution to approve the bid at least 14 days before the bid period closes (or such later date as is approved by ASIC).

The vote is decided on a simple majority. Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote, but the bidder and its associates are not allowed to vote.

If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn. If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company’s Constitution.

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The Directors will breach the Corporations Act if they fail to ensure the approving resolution is voted on by Shareholders. However, if the Resolution is not voted on, the bid will be taken to have been approved.

The Proportional Takeover Provisions do not apply to full takeover bids and only apply for 3 years after approval. The provisions may be renewed, but only by a special resolution.

(b) Purpose of the Proportional Takeover Provisions

• Without the Proportional Takeover Provisions, a proportional takeover bid may enable control of the Company to pass without Shareholders having the opportunity to dispose of all of their Shares to be bidder.

Further, if the provisions are not adopted, Shareholders could be at risk of passing control of the Company to a bidder without payment of an adequate ‘control premium’ for all of their shares whilst leaving themselves as part of a minority interest in the Company.

The Proportional Takeover Provisions decrease this risk because they allow Shareholders to decide whether a proportional takeover bid is acceptable in principle and should be permitted to proceed.

(c) Potential advantages

• The potential advantages of the Proportional Takeover Provisions for Shareholders of the Company include:

• (i) Shareholders have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed, and will give Shareholders an opportunity to study a proportional takeover bid proposal and vote on the bid at a general meeting;

• (ii) the provisions may help Shareholders avoid being locked in as a minority;

• (iii) the bargaining power of Shareholders is increased (and may help to ensure that any partial offer is adequately priced); and

• (iv) knowing the view of the majority of Shareholders may help each individual Shareholder assess the likely outcome of the proportional takeover bid and to decide whether to accept or reject the offer.

(d) Potential disadvantages

The potential disadvantages for Shareholders of the Company include:

• (i) proportional takeover bids in Shares in the Company may be discouraged;

• (ii) Shareholders may lose an opportunity of selling some of their Shares at a premium; and

• (iii) the chance of a proportional takeover bid being successful may be reduced.

(e) Knowledge of present acquisition proposals

As at the date of this Notice, the Board is not aware of any proposals by a person to acquire, or to increase the extent of, a substantial interest in the Company (i.e. control of 5% or more of the ordinary shares).

11.4 Additional information

Resolution 8 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote for it to be passed.

If Resolution 8 is passed, the Proportional Takeover Provisions will come into effect at the same time the Proposed Constitution takes effect. As noted in section 11.1, Resolution 8 is conditional upon Resolution 7 (Replacement of Current Constitution) being passed.

If Resolution 8 is not passed, the Proportional Takeover Provision will not have any effect.

11.5 Board Recommendation

The Board does not consider that the potential disadvantages outweigh the potential advantages of adopting the Proportional Takeover Provisions. Accordingly, the Board recommends that Shareholders vote in favour Resolution 8.

The Chair intends to vote undirected proxies in favour of Resolution 8.

12. Resolution 9 – Cancellation of Forfeited Employee Shares

12.1 General

On 2 June 2022, the Company issued 13,406,236 fully paid ordinary shares to eligible employees ( Employee Shares ) in accordance with the terms of the Company’s Employee Incentive Plan.

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The Employee Shares were subject to terms including service vesting conditions and voluntary trading restrictions. As a consequence of certain individuals resigning from the Company in FY2023, the service vesting conditions were not satisfied. Hence, in accordance with the terms of issue, 490,735 Employee Shares were forfeited. These individuals did not receive any consideration in relation to the forfeiture of their Employee Shares.

12.2 Legal Requirements

Section 258D of the Corporations Act provides that a company may, by resolution passed at a general meeting, cancel shares that have been forfeited under the terms on which the shares are on issue. Accordingly, the Company is seeking Shareholder approval to cancel 490,735 Employee Shares that have been forfeited under the terms of issue of those shares.

12.3 Additional information

Resolution 9 is an ordinary resolution.

If Resolution 9 is passed, the Company will be able to proceed with the cancellation of 490,735 Employee Shares.

If Resolution 9 is not passed, the Company will not be able to proceed with the cancellation of 490,735 Employee Shares and will need to seek an alternative solution.

12.4 Board Recommendation

The Board recommends that Shareholders vote in favour Resolution 9.

The Chair intends to vote undirected proxies in favour of Resolution 9.

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Glossary

In this Notice and Explanatory Statement, the following terms have the following meanings:

10% Placement Facility	has the meaning given in section 7.1.
10% Placement Period	has the meaning given in section 7.2.
$ or A$	means Australian Dollars.
Annual Report	means the Company’s annual report for the financial year ended 31 March 2023,
	comprising the Financial Report, the Directors’ Report, the Remuneration Report
	and the Auditor’s Report.
ASX	means the ASX Limited (ACN 008 624 691) and where the context permits the
	Australian Securities Exchange operated by ASX Limited.
Auditor	refers to the external auditor of the Company, Rothsay Audit and Assurance Pty
	Ltd.
Auditor’s Report	refers to the auditor’s report set out in the Annual Report.
Board	means the board of Directors.
Chair	means the chair of the Meeting.
Closely Related Party	means a closely related party of a member of Key Management Personnel as
	defined in section 9 of the Corporations Act, being:
	(a) a spouse or child of the member;
	(b) a child of that member’s spouse;
	(c) a dependent of that member or of that member’s spouse;
	(d) anyone else who is one of that member’s family and may be expected to
	influence that member, or be influenced by that member, in that member’s
	dealings with the Company;
	(e) a company that is controlled by that member; or
	(f) any other person prescribed by the regulations.
CompanyorFlexiroam	means Flexiroam Limited (ACN 143 777 397).
ConstitutionorCurrent Constitution	means the constitution of the Company in effect at the commencement of the
	Meeting.
Corporations Act	means the Corporations Act 2001(Cth).
Director	means a current director of the Company.
Directors’ Report	refers to the directors’ report set out in the Annual Report.
Director Options	means up to 52,000,000 unlisted options proposed to be issued to the Directors
	on the terms and conditions set out in Schedule A, which are the subject of
	Resolutions 5(a) to (d) (inclusive).
Employee Shares	means 490,735 forfeited shares that is the subject of Resolution 9.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory Statement	means the explanatory statement which forms part of the Notice.
Financial Report	means the annual financial report prepared under Chapter 2M of the Corporations
	Act for the Company and its controlled entities.
Key Management Personnel	means the key management personnel of the Company as defined in section 9
	of the Corporations Act and Australian Accounting Standards Board accounting
	standard 124, broadly including those persons having authority and responsibility
	for planning, directing and controlling the activities of the Company, directly or
	indirectly, including any Director (whether executive or otherwise).
Listing Rules	means the listing rules of the ASX.
Meeting	means the annual general meeting subject of this Notice.
Notice	means this notice convening the 2023 annual general meeting of the Company.
Proposed Constitution	means the proposed new constitution of the Company that is the subject of
	Resolution 7.

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Proportional Takeover Provisions	means the proposed takeover provisions to be included in the Proposed
	Constitution that is the subject of Resolution 8.
Proxy Form	means the proxy form attached to the Notice.
Remuneration Report	the section of the Directors’ Report in the Annual Report of the Company titled
	“Remuneration Report”.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a holder of a Share.
Spill Meeting	has the meaning given in section 4.1.
Virtual Meeting	has the same meaning as Meeting.
VWAP	means volume weighted average market price.
WST	Western Standard Time, being the time in Perth, Western Australia.

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

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Schedule A – Terms and Conditions of Director Options

1. Entitlement

• (a) Each Director Option entitles the holder to subscribe for one Share upon exercise of the Director Option.

• (b) The holder is not required to pay any amount to the Company for the grant of a Director Option.

2. Vesting and Exercise Price

Subject to these terms, the vesting condition of a Director Option and the exercise price for each tranche is set out below:

Class	Number of Director Options proposed to be issued	Exercise Price per option	Vesting Condition	Expiry Date
Tranche 1	17,333,332	$0.035	1 year vesting	5 years from the date of issue
Tranche 2	17,333,332	$0.075	2 year vesting	5 years from the date of issue
Tranche 3	17,333,336	$0.115	3 year vesting	5 years from the date of issue

3. Expiry Date

Each Director Option will expire at 5:00pm (WST) on the date that is 5 years after the date of issue ( Expiry Date ).

4. Exercise Period and Lapsing

Subject to the satisfaction of the Vesting Conditions, each Director Option is exercisable at any time on or prior to the Expiry Date ( Exercise Period ). After this time, any unexercised Director Option will automatically lapse.

5. Exercise Notice and Payment

Vested Director Options may be exercised by notice in writing to the Company ( Exercise Notice ) together with payment to the Company of the Exercise Price for each Director Option being exercised. Any Exercise Notice for a Director Option received by the Company will be deemed to be a notice of exercise as at the date of receipt. Cheques paid in connection with the exercise of Director Options must be in Australian currency, made payable to the Company and crossed “Not Negotiable”.

6. Shares issued on exercise

Shares issued on exercise of the Director Options will rank equally in all respects with then existing fully paid ordinary shares in the Company.

7. Timing of Issue of Shares on Exercise

• (a) Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Director Options specified in the Exercise Notice;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Director Options.

• (b) If a notice delivered under item 7(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

8. Reconstruction of Capital

If at any time the issued capital of the Company is reconstructed, all options of the holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

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9. Participation in New Issues

There are no participation rights or entitlements inherent in the Director Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Director Options (e.g. bonus issues, entitlement issues) without exercising vested Director Options.

10. Unquoted

The Company will not apply for quotation of the Director Options on ASX.

11. Transferability

The Director Options are not transferable.

12.

Voting

A Director Option does not confer on the holder any right to vote on any resolution proposed at a general meeting of the Company, except and only to the extent required by applicable law.

13. Dividends

A Director Option does not confer on the holder any right to receive a dividend by the Company, whether fixed or at the discretion of the directors of the Company.

14.

Returns of Capital and Winding-up

A Director Option does not confer on the holder any right to:

(a) any right to a return of capital by the Company, whether on winding-up of the Company, a reduction of capital or otherwise; or

• (b) participate in the surplus profits or assets of the Company on winding-up of the Company.

15. Change of Control

Upon:

(a) a takeover bid under Chapter 6 of the Corporations Act having:

• (i) been made in respect of the Company;

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

• (iii) been declared unconditional by the bidder; or

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

to the extent the Director Options have not vested due to satisfaction of the Vesting Conditions, the Director Options automatically vest to that number of Shares which when issued together with all Shares issued under any other class of convertible securities then on issue, is equal to the lesser of one Share per option and 10% of the total Shares on issue in the Company at that time. Director Options that are not vested and exercised into Shares will continue to be held by the holder on the same terms and conditions.

16. Takeovers Limitation

Notwithstanding any other provisions of these terms, if the exercise of any Director Option would result in any person being in breach of section 606(1) of the Corporations Act, the exercise of each option that would cause the contravention will be deferred until such time or times thereafter that the exercise would not result in a contravention of section 606(1).

17. Shareholder and Regulatory Approvals

Notwithstanding any other provision of these terms, exercise of the Director Options into Shares will be subject to the Company obtaining all required (if any) Shareholder and regulatory approvals for the purpose of issuing the Shares to the holder.

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Schedule B – Valuation of Director Options

The Director Options proposed to be issued to Directors pursuant to Resolution 5 have been valued using the Black and Scholes valuation model based on the assumptions set out below.

Assumptions	Tranche 1	Tranche 2	Tranche 3
Valuation Date	26 April 2023	26 April 2023	26 April 2023
Market price of Shares (at Valuation Date)	$0.04	$0.04	$0.04
Exercise price	$0.035	$0.075	$0.115
Performance/ vesting period (years)	5 years	5 years	5 years
Risk free interest rate	3.2%	3.2%	3.2%
Share price volatility	48%	48%	48%
Dividend yield	Nil	Nil	Nil
Theoretical value per Director Option	$0.02	$0.011	$0.007
Number of Director Options per Tranche	17,333,332	17,333,332	17,333,336
Total theoretical value per Tranche	$346,668	$190,668	$121,332

Indicative Theoretical value of the Director Options	Tranche 1	Tranche 2	Tranche 3
Mr Marc Barnett	$266,667	$146,667	$93,333
Mr Tat Seng Koh	$26,667	$14,667	$9,333
Mr Kenn Tat (Jefrey) Ong	$26,667	$14,667	$9,333
Mr Stephen Picton	$26,667	$14,667	$9,333

Notes:

The Australian Accounting Standards require the unlisted options to be expensed over the vesting period in accordance with AASB 2 – Share Based Payments. Expensing the Director Options will have the effect of increasing both expenses and the equity of the Company. There will be no impact on the net assets, cash position or financial resources of the Company as a result of expensing the Director Options.

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Schedule C – Summary of key terms and conditions of the Employee Share Option Plan (Plan)

1. Participation

The Board of Flexiroam Limited ( Board ) may from time to time in its sole and absolute discretion determine that a person who is an eligible employee under the Plan ( Eligible Employee ) may participate in the Plan.

Participants in the Plan may be:

• (a) full-time or part-time employee, including an Executive Director;

• (b) a non-executive Director;

• (c) a contractor;

• (d) casual employee where they are, or might reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a comparable full-time position; or

• (e) a person to whom an offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming covered by one of paragraphs (i), (ii), (iii) or (iv) above,

( Eligible Person ).

2. Offers to participate

Following a determination that an Eligible Employee may participate in the Plan, the Board may at any time and from time to time make an invitation to an Eligible Employee to apply for the grant of Options ( Awards ) under the rules in respect of the operation of the Plan ( Rules ) to the Eligible Employee ( Offer ).

The terms and conditions of Awards offered or granted under the Rules to each Eligible Employee will be determined by the Board in its sole and absolute discretion and set out in an offer letter delivered to the Eligible Employee ( Offer Letter ). The Offer Letter will include as a minimum:

• the date of the Offer;

• the name of the Eligible Employee to whom the Offer is made;

• the number and type of Award which are capable of becoming exercisable if the conditions (if any) are met;

• the grant date;

• in the case of an Option, the exercise price and the exercise period;

• the expiry date (if any);

• any applicable conditions associated with the Award;

• any disposal or other restrictions attaching to the Award or the fully paid ordinary share ( Share ) issued upon exercise of the Award;

• any rights attaching to the Award;

• agreement with the Eligible Employee for the company to supply details to third parties where required by law.

3. Rues of the Plan

• (i) Nature of Awards : Each Option entitles the participant holding the Award to subscribe for, or be transferred, one Share. Any Share acquired pursuant to the exercise of an Option will rank equally with all existing Shares from the date of acquisition.

• (ii) Consideration : An Eligible Employee will pay the amount required for exercise of the Options based on the exercise price.

• (iii) Conditions : Awards may be subject to exercise conditions, performance hurdles or vesting conditions ( Conditions ). These Conditions must be specified in the Offer Letter to Eligible Employees. In the event that a takeover bid for the Company is declared unconditional, there is a change of Control in the Company, or if a merger by way of a scheme of arrangement has been approved by the court, then the Board may determine that:

• (a) all or a percentage of unvested Options will vest and become exercisable; and

• (b) any Shares issued or transferred to a participant under the Plan that have restrictions (on their disposal, the granting of any security interest in or over, or otherwise on dealing with), will be free from any restrictions on disposal, and implement any procedure it deems appropriate to ensure compliance by the participant with the restriction.

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• (iv) Vesting of Awards : Awards will vest if and when any Conditions have been satisfied, waived by the Board, or are deemed to have been satisfied under the Plan rules, and the Company has issued a notice ( Vesting Notification ) to the participant informing them that some or all of their Awards have bested.

• (v) Exercise of Awards : The period during which an Option may be exercised will commence when a Vesting Notification (if applicable) has been issued by the Company and ends on the Expiry Date (as defined below). Vested Awards must be exercised by delivering to the Company a signed notice together with all other required documents and in the case of vested Options, a cheque or cash or such other form of payment determined by the Board for the amount of the Exercise Price (if any and including paragraph (vi) below).

• (vi) Cashless exercise : The Board may determine that participants can elect to pay the exercise price for an “in the money” Option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the participant will receive Shares to the value of the surplus after the exercise price has been set off.

If a participant elects to use the Cashless Exercise Facility, the participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal to the value of the difference between the exercise price otherwise payable for the Options and the then market value of the Shares at the time of exercise (determined as the volume weighted average price of Shares on the ASX over the five trading days prior to providing a notice of exercise).

• (vii) Lapse : Unvested Awards will generally lapse on the earlier of:

• (a) the cessation of employment, engagement or office of a relevant person;

• (b) if any applicable Conditions are not achieved by the relevant time;

• (c) the day the Board makes a determination that all unvested Awards and vested Options of the relevant person will lapse because, in the opinion of the Board a relevant person has acted fraudulently or dishonestly, or is in material breach of their duties or obligations to the Company;

• (d) the Board determines that any applicable Conditions have not been met and cannot be met prior to the date that is 5 years from the grant date or any other date determined by the Board and as specified in the Offer ( Expiry Date ); or

• (e) the Expiry Date.

Where a relevant person who holds Awards ceases employment with the Company and becomes a “Bad Leaver”, unvested Awards will lapse in accordance with paragraph (c) above and vested Options that have not been exercised will lapse on the date of cessation of employment, engagement or office. A Bad Leaver is a person who ceases employment or engagement with the Company (or its controlled entitles) in the following circumstances:

• as a result of termination of their employment or engagement due to serious and wilful misconduct, a material breach of their contract of employment, engagement or office, gross negligence or other conduct justifying termination without notice under their contract of employment, engagement or office or at common law;

• the relevant person ceases their employment, engagement or office for any reason and commences employment, engagement or office, or otherwise acts, in breach of any posttermination restrictions contained in their contract of employment, engagement or office; or

• the relevant person is disqualified from managing corporations for the purposes of Part 2D.6 of the Corporations Act 2001 (Cth).

(viii) Good Leaver : if a relevant person, who is classified as a “Good Leaver”, ceases employment, engagement or office with the Company, unless the Board determines otherwise, the persons Awards will lapse in accordance with the terms of the Plan and vested Options that have not been exercised will continue in force and remain exercisable, subject to the satisfaction of any other exercise conditions, for a period of 30 calendar days post cessation date. A Good Leaver is a person who is not a Bad Leaver, and includes where the relevant person’s employment, engagement or office ceases due to death, permanent incapacity, redundancy, resignation, retirement or any other reason the Board determines in its discretion.

• (ix) No assignment : Awards granted under the Plan may not be assigned, transferred, novated, encumbered with a security interest over them, or otherwise disposed of by a participant other than to a nominated party (such as a spouse, child, trustee of a trust or company) in accordance with the Plan, unless:

• (a) the prior consent of the Board is obtained; or

• (b) such assignment or transfer occurs by force of law upon the death of a participant to the participant’s legal representative.

• (x) Change of Control : If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may, in accordance with Plan rules, determine the manner in which any or all of the unvested Awards will be dealt with, including, without limitation, in a manner that allows the participant to participate in and/or benefit from any transaction arising from or in

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connection with the change of control event. The Company shall give written notice of any proposed change of control event to each participant.

• (xi) Issue Limitations : The Board is not entitled to make an Offer to an Eligible Employee if offers of Awards under the Plan or under similar plans (excluding offers to persons situated at the time of receipt of the offer outside of Australia, that do not require the use of a disclosure document, or made under a disclosure document) in the previous 3 years would exceed 5% of the issued capital of the Company.

• (xii) Adjustments for Reorganisation : If there is any reorganisation of the issued share capital of the Company, the rights of the Options will be varied in accordance with the ASX Listing Rules.

(xiii) Amendment of the Plan : The Board may at any time amend the Plan rules without shareholder approval in respect of the following matters:

• amendments of a “housekeeping” nature;

• changing the vesting and exercise provisions of the Plan and any Awards so that the scheduled expiry date is not extended, including to provide for accelerated vesting and early exercise of any Awards;

• changing the termination provisions od the Plan or any Awards so that its originally schedule expiry date is not extended;

• changing the provisions on transferability of Awards for normal estate settlement purposes;

• changing the process by which a participant who wishes to exercise their vested Awards can do so, including the required form of payment for the Shares being purchased, the form of exercise notice and the place where such payments and notices must be delivered; and

• adding a conditional exercise feature which would give participants the ability to conditionally exercise in certain circumstances determined by the Board.

No amendment to Plan rules may be made if the amendment materially reduces the rights of any participant in respect of the Awards granted to them prior to the date of Amendment (except in relation to amendments stipulated by the Plan rules).

No amendment to the Plan that requires shareholder approval under any applicable securities law or requirements shall become effective until such approval is obtained.

The Board may at any time terminate the Plan or suspend the operation of the Plan.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

Important Note: The Company has determined that Shareholders will be able to attend and participate in the meeting through an online platform provided by Advanced Share Registry.

ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Flexiroam Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the OR the Meeting Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be held virtually on Monday, 19 June 2023 at 12:00 pm (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5(a), 5(b), 5(c), 5(d) & 6 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Flexiroam Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the Meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be heldvirtually on Monday, 19 June 2023 at 12:00 pm (WST)and at any adjournment or postponement of that Meeting. Chair’s voting intentions in relation to undirected proxies:The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change. Chair authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5(a), 5(b), 5(c), 5(d) & 6 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
	VOTING DIRECTIONS
	Resolutions For Against Abstain*
	1 Adoption of Remuneration Report ◼ ◼ ◼
	2 Election of Director – Mr Stephen Picton ◼ ◼ ◼
	3 Re-election of Director – Mr Marc Barnett ◼ ◼ ◼
	4 Approval of the 10% Placement Facility ◼ ◼ ◼
2	5(a) Approval to issue Director Options to Directors - Mr Marc Barnett ◼ ◼ ◼
P	5(b) Approval to issue Director Options to Directors - Mr Tat Seng Koh ◼ ◼ ◼
TE	5(c) Approval to issue Director Options to Directors - Mr Kenn Tat (Jefrey) Ong ◼ ◼ ◼
S	5(d) Approval to issue Director Options to Directors - Mr Stephen Picton ◼ ◼ ◼
	6 Adoption of the Employee Share Option Plan ◼ ◼ ◼
	7 Replacement of Current Constitution ◼ ◼ ◼
	8 Approval of Proportional Takeover Provisions ◼ ◼ ◼
	9 Cancellation of Forfeited Employee Shares ◼ ◼ ◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. 
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the
	power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form
	must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
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FLEXIROAM LIMITED - ANNUAL GENERAL MEETING

The Company has determined that Shareholders will be able to attend and participate in the Meeting through an online platform provided by Advanced Share Registry. To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to attend the Meeting and vote online. Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.

Shareholders may submit questions ahead of the Meeting via the portal.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1, 5(a), 5(b), 5(c), 5(d) & 6, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1, 5(a), 5(b), 5(c), 5(d) & 6.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares 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; and

• (b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 12:00 pm (WST) on 17 June 2023, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.