KNOSYS LIMITED — Proxy Solicitation & Information Statement 2020

Dec 21, 2020

KNOSYS LIMITED (ACN 604 777 862) LEVEL 8, 31 QUEEN STREET MELB 3000 WWW.KNOSYS.IT ASX CODE: KNO

22 December 2020

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Knosys General Meeting

of Shareholders

On behalf of the Board of Directors, I am pleased to invite you a General Meeting of Shareholders (“ General Meeting ”) of Knosys Limited (ASX: KNO) (the “ Company ”). The General Meeting will be held electronically through an online virtual meeting at 2:30 pm (Melbourne time) on Wednesday, 27 January 2021 .

In view of the health concerns attributed to the COVID-19 pandemic coupled with the guidelines and restrictions issued by Australian state and federal governments from time to time, the Company has decided to hold the General Meeting online as a virtual meeting in a manner that is consistent with the temporary modifications to the Corporations Act 2001 (Cth) introduced by the Commonwealth Treasurer . The Company is committed to the safety of its shareholders, employees and the broader community.

Shareholders will have the opportunity to attend and participate in the General Meeting online. Relevant details, including how to participate, are set out below . There will not be a physical venue for shareholders of the Company to attend the General Meeting.

In accordance with section 5(1)(f) of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 made by the Commonwealth Treasurer on 21 September 2020, the Company’s Notice of General Meeting dated today’s date (“ Notice ”) will be made available to shareholders electronically and can be viewed and downloaded online at the following link: https://knosys.it/investor

Hard copies of the Notice will not be posted or sent ahead of the General Meeting. However, where the Company has a record of a shareholder’s email address, the Notice will be emailed to them.

Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by shareholders, circumstances may have changed but this Notice is given based on circumstances as at today’s date. Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://knosys.it . Shareholders are encouraged to monitor the ASX market announcements platform and the Company’s website.

All resolutions to be considered at the General Meeting will be decided by way of a poll. The poll will be conducted based on votes submitted by proxy and at the General Meeting by shareholders who have indicated that they intend to vote at the General Meeting in accordance with the instructions set out below. However, shareholders are encouraged to vote by proxy prior to the General Meeting.

Venue – Virtual Meeting

To virtually attend the General Meeting (which will be broadcast as a live webinar), please pre-register in advance for the virtual meeting here:

https://us02web.zoom.us/webinar/register/WN_NggsBXMrRW-kOkRN-mKAGg

After registering, you will receive a confirmation email containing information on how to attend the virtual meeting on the day of the General Meeting.

Shareholders will be able to vote and ask questions at the virtual General Meeting. Shareholders are also encouraged to submit questions relevant to the resolutions to be considered at the General Meeting in advance of the General Meeting to the Company. Questions must be submitted in writing to Mr Stephen Kerr, Company Secretary, at cosec@knosys.it at least 48 hours before the General Meeting. The Company will endeavor to answer all questions submitted to it prior to the General Meeting.

Voting virtually on the day of the General Meeting

Shareholders who wish to vote online on the day of the General Meeting will need to log into the Automic website (https://investor.automic.com.au/#/home) with their username and password .

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KNOSYS LIMITED (ACN 604 777 862) LEVEL 8, 31 QUEEN STREET MELB 3000 WWW.KNOSYS.IT ASX CODE: KNO

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Your Directors encourage all shareholders of the Company who do not have an account with Automic to register for an account as soon as possible and well in advance of the General Meeting to avoid any delays on the day of the General Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website(https://investor.automic.com.au/#/home), click on ‘register’ and follow the steps. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

I have an account with Automic, what are the next steps?

Shareholders who have an existing account with Automic (Note: with a username and password) are advised to take the following steps to attend and vote online on the day of the General Meeting:

1. Log into the Automic website (https://investor.automic.com.au/#/home) using your username and password.

2. ( Registration on the day ) If registration for the virtual meeting is open, click on ‘Meeting open for registration’ and follow the steps.

3. ( Live voting on the day ) If live voting for the virtual meeting is open, click on ‘Meeting open for voting’ and follow the steps.

Voting by proxy

Shareholders who wish to participate and vote at the General Meeting are strongly encouraged to complete and submit their proxies prior to the General Meeting as early as possible.

To vote by proxy, please use one of the following methods:

Online	You can scan the QR code on the proxy form with your smart phone and follow the prompts OR Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the instructions: Log into the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the ProxyForm.	You can scan the QR code on the proxy form with your smart phone and follow the prompts OR Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the instructions: Log into the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the ProxyForm.	You can scan the QR code on the proxy form with your smart phone and follow the prompts OR Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsahby following the instructions: Log into the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the ProxyForm.
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Meetings@automic.com.au	By facsimile	+61 (02) 8483 3040

Your proxy instruction must be received not later than 48 hours before the commencement of the General Meeting. Proxy Forms received later than this time will not be valid.

The Chair intends to vote all undirected proxies in favour of all resolutions, subject to any voting exclusion or restriction.

This letter will be sent to the Company’s shareholders and released to the ASX. The release of this letter to the ASX has been approved by the Board.

Stephen Kerr Company Secretary Knosys Limited

For further information please contact:

Stephen Kerr Company Secretary cosec@knosys.it

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BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040 All enquiries to Automic: WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

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Ratification of Prior Issue of Shares- December 2020 Placement (LR 7.1 Issue)

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Ratification of Prior Issue of Shares- December 2020 Placement (LR 7.1A Issue)

Approval for the Issue of 36,978,000 Shares

Approval for the Issue of Loan Funded Shares to Kathrin Mutinelli

Approval for the Issue of Loan Funded Shares to Neil Wilson

Approval for the Issue of 200,000 Share to Peter Pawlowitsch

Approval for the Issue of 250,000 Shares to Neil Wilson

Approval for the Issue of 200,000 Shares to John Thompson

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