FORTIFAI LTD — Proxy Solicitation & Information Statement 2022

Mar 3, 2022

This document is important and requires your immediate attention.

Mighty Kingdom Ltd ACN 627 145 260

Notice of Extraordinary General Meeting and Explanatory Statement

Due to the continuing developments in relation to the COVID-19 pandemic, the Extraordinary General Meeting of Mighty Kingdom Ltd will be held virtually via an online platform at https://us02web.zoom.us/j/83405474510 at 11.00 am (Adelaide time) on Wednesday 6 April 2022.

To vote in the meeting, you can log in by entering the following URL

https://meetnow.global/MHW2WWG on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.

Further information regarding participation in the meeting is set out on page 2 of this document.

Contents

• A. Notice of Extraordinary General Meeting B. Explanatory Statement

• C. Proxy form

Important note

This booklet sets out information to assist Shareholders to assess the resolutions to be considered at the Extraordinary General Meeting.

You should read this information carefully and in its entirety before making a decision as to how to vote at the Extraordinary General Meeting ( Meeting ). No responsibility is taken for the contents of this booklet by ASIC, ASX or any of their officers.

If you do not fully understand the contents of this information you should consult your financial or legal adviser for assistance.

A Notice of Extraordinary General Meeting and Proxy Form are included in/with this booklet. Shareholders are urged to complete the online proxy at www.investorvote.com.au or return the enclosed Proxy Form as soon as possible, irrespective of whether or not they intend to attend the Extraordinary General Meeting.

Questions

If you have any queries regarding the contents of this booklet or in relation to the Extraordinary General Meeting, please contact the Company Secretary, Ms Kaitlin Smith, on (08) 8232 8800. Questions may also be submitted by emailing investorrelations@mightykingdom.com or by submitting an online question when lodging your proxy vote online at www.investorvote.com.au.

How to participate in the AGM online

The Extraordinary General Meeting of the Shareholders of Mighty Kingdom Limited ( Company ) will be held virtually via an online platform commencing at 11.00 am (Adelaide time) on Wednesday 6 April 2022. The Meeting will be accessible to all Shareholders via ‘Zoom’, which will allow Shareholders to listen to and observe the Meeting and ask questions in relation to the business of the Meeting. If you wish to virtually attend the Meeting via ‘Zoom’, please pre-register in advance of the Meeting by emailing the Company Secretary at Kaitlin.Smith@mightykingdom.com at least two business days before the Meeting.

Securityholders must use the Computershare Meeting Platform to vote in the meeting.

To vote in the meeting, you can log in by entering the following URL https://meetnow.global/MHW2WWG on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact the call centre before the meeting to obtain their login details.

To vote in the meeting online follow the instructions below.

1. Click on ‘Join Meeting Now’.

2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meetings to obtain their login details.

3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list.

4. Accept the Terms and Conditions and ‘Click Continue’.

You can cast votes at the appropriate times while the meeting is in progress.

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For further instructions on how to participate online please view the online meeting user guide at www.computershare.com.au/onlinevotingguide.

Technical difficulties

Technical difficulties may arise during the course of the virtual EGM. The Chair has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chair will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected.

Where the Chair considers it appropriate, the Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 11.00am (ACST) Monday 4 April 2022 even if they plan to attend online.

How to submit your vote in advance of the meeting

Voting by Proxy

To be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am (ACST) on Monday 4 April 2022. Any Proxy Form received after that time will not be valid for the Extraordinary General Meeting as scheduled.

Online At www.investorvote.com.au

By mail Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

By mobile Scan the QR Code on your Proxy Form and follow the prompts Custodian For Intermediary Online subscribers only (custodians) please visit voting www.intermediaryonline.com to submit your voting intentions

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Mighty Kingdom Limited ACN 627 145 260

Notice of Extraordinary General Meeting

Notice is given that the Extraordinary General Meeting of Shareholders of Mighty Kingdom Ltd will be held at 11.00 am (Adelaide time) on 6 April 2022.

Agenda

The Explanatory Statement that accompanies and forms part of this Notice of Extraordinary General Meeting describes the business to be transacted at the Extraordinary General Meeting.

Ordinary Business

Resolution 1 – Ratification of prior issue of shares - Placement

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 22,752,373 Fully Paid Ordinary Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement :

Voting Exclusion Statement:	Voting Exclusion Statement:
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or
on	behalf of a person who participated in the issue (namely the recipients of the Shares and/or Options) or an
associate of that person or those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
	the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b)	the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a
	direction given to the Chair to vote on the Resolution as the Chair decides; or
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
	provided the following conditions are met:
	(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
	excluded from voting, and is not an associate of a person excluded from voting, on the
	resolution; and
	(ii) the holder votes on the resolution in accordance with directions given by the beneficiary
	to the holder to vote in that way.

Resolution 2 – Approval to issue shares to Michelle Guthrie, Non-Executive Chair

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,172,414 Director Shares to Michelle Guthrie on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

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Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by Michelle Guthrie and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any Associate of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

• (b) the Chair acting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

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

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

By order of the Board

==> picture [138 x 47] intentionally omitted <==

Kaitlin Smith Company Secretary Dated: 4 March 2022

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Explanatory Statement

1. General Information

This Explanatory Statement and all attachments are important documents. They should be read carefully.

This Explanatory Statement has been prepared for the Shareholders of Mighty Kingdom Ltd in connection with the Extraordinary General Meeting of the Company to be held at 11:00am (Adelaide time) on 6 April 2022 by Virtual Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with the information known to the Company that the Board considers material to their decision on whether to approve the Resolutions in the accompanying Notice. This document is important and should be read in conjunction with all of the information contained in this booklet, including the Notice. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Proxies

Please note that: (a) a Shareholder entitled to attend and vote at the Extraordinary General 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.

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

To vote by proxy, please complete and sign the Proxy Form and return it so that it is received by no later than 11.00am (Adelaide time) on 4 April 2022 in accordance with the instructions set out on the Proxy Form. Proxy Forms received later than this time will be invalid.

Alternatively, you may appoint a proxy using an electronic facility available at the website www.investorvote.com.au. At the website, shareholders will be able to view an electronic version of the proxy form, which will accept proxy appointments and register them accordingly.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Board has determined that a person’s entitlement to vote at the Extraordinary General Meeting will be the entitlement of that person set out in the register of Shareholders as at 6.30pm (Adelaide time) on 4 April 2022. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Extraordinary General Meeting.

2. Background to Resolution 1 and 2

As announced by the Company on 15 December 2021, the Company received commitments from sophisticated and institutional investors to raise A$3.3 million before costs, via the issue of 27,924,787 new shares at A$0.145 per new share ( New Shares ) (Placement) .

On 23 December 2021, the Company issued a total of 22,752,373 Shares ( Placement Shares ).

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Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.

Of the New shares, 5,172,414 are to be issued to non-executive Chair Michelle Guthrie ( Director Placement Shares ). Ms Guthrie’s participation in the Placement is subject to shareholder approval.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for issue of the Director Shares.

3.

Resolution 1 – Ratification of prior issue of shares - Placement

3.1

Background

As detailed in section 2 above, as part of the Placement, Resolution 1 seeks ratification under ASX Listing Rule 7.4 for the issue of the Placement Shares.

3.2 Regulatory Requirements

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The issue of the Placement Shares ( Issue ) does not fit within any of the exceptions under ASX Listing Rule 7.1, and as the Issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under the ASX Listing Rules for the 12-month period following the date of the Issue.

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

The Company wishes to maintain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain shareholder approval under ASX Listing Rule 7.1.

To this end, Resolution 1 seeks shareholder approval of the Issue under and for the purposes of ASX Listing Rule 7.4.

If Resolution 1 is passed, the Issue will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of the Issue.

If Resolution 1 is not passed, the Issue will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12-month period following the date of the Issue.

3.3 Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the share ratification:

• (a) The names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified and selected

As announced to the ASX on 15 December 2021, the Placement Shares were issued to sophisticated and institutional investors using the Company’s 15% placement capacity under ASX Listing Rule 7.1. The subscribers were introduced to the Company by Foster Stockbroking Pty Ltd as Lead Managers to the Placement. None of the subscribers in the Placement are related parties of the Company or material investors.

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ASX consider the following to be material investors:

• i. a related party of the entity;

• ii. a member of the entity’s key management personnel;

• iii. a substantial holder in the entity;

• iv. an adviser to the entity; or

• v. an associate of any of the above,

where such person or entity is being issued more than 1% of the entity’s current issued capital.

• (b) Number of securities and class of securities issued

Under Resolution 1, the Company seeks Shareholder approval for, and ratification of, the issue of 22,752,373 Shares - the Placement Shares.

• (c) Terms of the securities

The Placement Shares are fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares and rank equally in all respects with existing Shares.

The Company applied to ASX for official quotation of these Shares on 23 December 2021.

(d) Date of issue

The Placement Shares were issued on 23 December 2021.

(e) Issue price or other consideration

The issue price for the Placement Shares was $0.145, being a 12.3% discount to the 5-day VWAP up to an including 10 December 2021 (being the last day of trading before the placement was announced.

(f) Purpose of the issue, including the intended use of the funds raised

The issue of the Placement Shares was to raise capital for the purpose of accelerating development of Original IP and increasing capacity for upcoming Work For Hire/co-development projects.

(g) Relevant agreement

The Placement Shares were not issued pursuant to any agreement.

(h) Voting exclusion statement

A voting exclusion statement for Resolution 1 is included in this Notice preceding this Explanatory Statement.

3.4 Board recommendations

The Board recommend that Shareholders vote in favour of Resolution 1.

4. Resolution 2 – Approval to issue shares to Michelle Guthrie, Non-Executive Chair

4.1 Background

As detailed in section 2 above, as part of the Placement, Ms Michelle Guthrie subscribed for 5,172,414 New Shares ( Director Placement Shares ). Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of the 5,172,414 New Shares ( Director Issue ).

4.2 Regulatory Requirements

As Shareholder approval is being sought under ASX Listing Rule 10.11, approval is not also required under ASX Listing Rule 7.1.

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to: 10.11.1 a related party;

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

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

• 10.11.4 an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or

10.11.5 a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders

unless it obtains the approval of its shareholders.

The Director Issue falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of the Company’s shareholders under ASX Listing Rule 10.11.

Resolution 2 seeks the required shareholder approval to the Director Issue under and for the purposes of ASX Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the Director Issue and issue the Shares to Ms Guthrie.

If Resolution 2 is not passed, the Company will not be able to proceed with the Director Issue.

4.3 Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed Director Issue to Ms Guthrie:

(a) The names of the persons to whom the entity agreed to issue the securities and the category in rule 10.11 the person falls within

The Director Placement Shares are proposed to be issued to Ms Michelle Guthrie who is a related party to the Company (ASX Listing Rule 10.11.1 category) by virtue of being a Director.

• (b) Number of securities and class of securities issued

The maximum number of New Shares to be issued under Resolutions 2 is 5,172,414 .

(c) Terms of the securities

The Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

(d) Date of issue

The Shares will be issued as soon as practicable after the date of the meeting and in any event within one month after the date of the Meeting.

(e) Issue price or other consideration

The issue price for the Placement Shares was $0.145, being a 12.3% discount to the 5-day VWAP up to an including 10 December 2021 (being the last day of trading before the placement was announced.

(f) Purpose of the issue, including the intended use of the funds raised

The issue of the Director Placement Shares (which formed part of the Placement) was to raise capital for the purpose of accelerating development of Original IP and increasing capacity for upcoming Work For Hire/co-development projects.

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(g) Relevant agreement

The Director Placement Shares were not issued pursuant to any agreement.

(h) Voting exclusion statement

A Voting Exclusion Statement has been provided for these Resolutions in their respective Agenda Sections in this Notice of Meeting.

4.4 Section 208 Corporations Act

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

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

• (ii) 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.

Section 210 of the Corporations Act states that member approval is not needed to give a financial benefit on terms that:

• (a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm's length; or

• (b) are less favourable to the related party than the terms referred to in paragraph (a).

The Directors have determined that, as the issue of Shares is proposed to take place on the same terms as the Placement, the financial benefit given by the Company is reasonable in the circumstances if the Company and the recipients were dealing at arm’s length. Accordingly, Shareholder approval is not required under Chapter 2E of the Corporations Act.

4.5 Board recommendations

Ms Guthrie declines to make a recommendation to Shareholders in relation to Resolution 2 due to her material personal interest in the outcome of the Resolution on the basis that she is to be issued the Director Placement Shares should Resolution 2 be passed.

The remaining Board members recommend that Shareholders vote in favour of Resolution 2.

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GLOSSARY

DEFINITIONS

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

$ means Australian Dollars.

Extraordinary General Meeting means a duly convened annual general meeting (or any adjournment thereof) of the Shareholders at which the Resolutions will be proposed to be held by virtual means 11.00am Adelaide time on 6 April 2022.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Adelaide, Australia.

Chair means the person appointed to chair the Meeting convened by the Notice.

Closely Related Party of a member of the Key Management Personnel means:

• a) a spouse or child of the member;

• b) a child of the member’s spouse;

• c) a dependant of the member or the member’s spouse;

• d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• e) a company the member controls; or

• f) a personal prescribed by the Corporations Regulation.

Company means Mighty Kingdom Limited ACN 627 145 260.

Company Secretary means the company secretary of the Company, Ms Kaitlin Smith.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulation means the Corporations Regulation 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement which forms part of the Notice.

Key Management Personnel has the same meaning as in the accounting standards and includes those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the listing rules of ASX.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the

five trading days immediately preceding that given date, unless otherwise specified in an Invitation.

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

Notice means this Notice of Annual General Meeting.

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Resolution means a resolution referred to in the Notice.

Security means a security in the capital of the Company granted under these Rules, including a Plan Share, Option, Performance Right or other Convertible Security.

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

Shareholder means a holder of a Share.

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Need assistance?

Phone:

ABN 39 627 145 260

1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (Adelaide time) on Monday, 4 April 2022.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

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

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

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

Lodge your vote online at

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

Your secure access information is

Control Number: 136560

SRN/HIN:

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

285630_0_COSMOS_Sample_Proxy/000001/000001/i

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

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Mighty Kingdom Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Mighty Kingdom Limited to be held as a virtual meeting on Wednesday, 6 April 2022 at 11:00am (Adelaide time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 2 (except where I/we have indicated a different voting intention in step 2) even though Resolution 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Step 2 Items of Business Resolution 1 Ratification of prior issue of shares - Placement Resolution 2 Approval to issue shares to Michelle Guthrie - Non-Executive Chair

For Against Abstain

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

Step 3 Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

MKL