MACH7 TECHNOLOGIES LIMITED — AGM Information 2025

Oct 28, 2025

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 5000 (outside Australia)

Online:

www.investorcentre.com/contact

Mach7 Technologies Limited Annual General Meeting

The Mach7 Technologies Limited Annual General Meeting will be held on Friday, 28 November 2025 at 10:00am (AEDT) as a virtual meeting using a webinar conferencing facility. You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 188152

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

Alternatively, send your completed proxy form by mail or fax to Computershare in accordance with the instructions on the proxy form. For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Wednesday, 26 November 2025.

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ATTENDING THE MEETING VIRTUALLY

Register to attend the meeting via Zoom at:

https://mach7t.zoom.us/webinar/register/WN_XlqGhTOaS-Ong-6VS9Vp3w

The online platform will allow you to listen to the proceedings, view the presentations, ask questions of the Board, and vote in real-time. We recommend logging in to the online platform at least 10 minutes prior to the scheduled AGM start time.

The Notice of Annual General Meeting is also available for you to view and download at the Company's website at https:// www.mach7t.com/about-us/investors/asx-announcements.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

We look forward to your attendance and participation at the meeting.

Yours faithfully

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Rob Bazzani Chairman

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Notice of Annual General Meeting

Explanatory Statement and Proxy Form

MACH7 TECHNOLOGIES LIMITED ACN 007 817 192

Date of Meeting: Friday, 28 November 2025

Time of Meeting: 10.00am (AEDT)

Place of Meeting:

Held via Zoom webinar

No hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated unless opted in. The Notice of Meeting has been given to those entitled to receive it by use of one or more technologies. The Notice of Meeting is also available on the Australian Stock Exchange Announcement platform and on the Company’s website (https://mach7t.com/).

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

MACH7 TECHNOLOGIES LIMITED

ACN 007 817 192

Registered office: Suite 2 Level 11, 385 Bourke Street, Melbourne VIC 3000

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Mach7 Technologies Limited (the “Company” or “M7T”) will be held via Zoom webinar on Friday, 28 November 2025 at 10.00am (AEDT) (“Annual General Meeting”, “AGM” or “Meeting”).

The technology used to hold the Meeting virtually will provide M7T Shareholders with a reasonable opportunity to ask questions or make comments. Voting at the Meeting is occurring by way of a poll, each person entitled to vote is to be given the opportunity to vote in real time, and this notice of meeting includes information about how Shareholders can participate in the Meeting. M7T Shareholders attending virtually will be taken for all purposes to be in attendance as if they were physically there.

Shareholders who wish to participate in the AGM online may register in advance for the meeting at: - - https://mach7t.zoom.us/webinar/register/WN_XlqGhTOaS Ong 6VS9Vp3w

When : Friday, 28 November 2025 at 10.00am (AEDT) Where: Via Zoom Topic : M7T: 2025 Annual General Meeting

After registering, you will receive a confirmation email containing information about joining the Meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online.

The Company is happy to accept and answer questions submitted prior to the Meeting by email to cosec@mach7t.com. The Company will address relevant questions during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

Any Shareholders who wish to attend the AGM online should monitor the Company’s website and its ASX announcements for any updates about the AGM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: M7T) and on its website at https://mach7t.com/.

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MACH7 TECHNOLOGIES LIMITED

ACN 007 817 192

Registered office: Suite 2 Level 11, 385 Bourke Street, Melbourne VIC 3000

AGENDA

The Explanatory Statement and Proxy Form which accompany and form part of this Notice include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of financial statements and annual report

To receive and consider the financial report of the Company and its controlled entities and the related Directors’ and Auditor’s reports in respect of the financial year ended 30 June 2025.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report (non-binding resolution)

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

“That for the purpose of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 June 2025 be adopted.”

Resolution 2: Re-election of Dr Eliot Siegel as a Director of the Company

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

“That, for the purpose of Article 47(b)(i) of the Constitution and for all other purposes, Dr Eliot Siegel, who retires by rotation pursuant to the Constitution of the Company and who, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

Resolution 3: Issue of Performance Rights to Ms Teri Thomas, CEO & Managing Director

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

“That, for the purpose of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act, and for all other purposes, shareholder approval is given for the Company to issue 1,989,189 performance rights to Ms Teri Thomas, CEO and Managing Director of the Company, or her nominee(s), under the Company’s Long Term Incentive Plan on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

Resolution 4: Spill Resolution (Conditional)

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

“That, subject to and conditional on at least 25% of the votes cast on Resolution 1 being cast against the adoption of the Remuneration Report:

• a. an extraordinary general meeting of the Company ( Spill Meeting ) be held within 90 days of the passing of this resolution;

• b. all of the Directors in office when the Board resolution to approve the Directors’ Report for the financial year ended 30 June 2025 was passed, and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and

• c. resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”

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By order of the Board

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Naomi Lawrie Company Secretary Dated: 29 October 2025

Notes

1. Entire Notice: The details of the resolution contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Voting: In accordance with the rules applicable to general meetings using virtual technology pursuant to the Corporations Act, each of the resolutions proposed at the Meeting will be decided on a poll.

4. Proxies

• (a) Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

• (b) Each Shareholder has a right to appoint one or two proxies.

• (c) A proxy need not be a shareholder of the Company.

• (d) If a Shareholder is a company, it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.

• (e) Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (f) If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.

• (g) A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with the Constitution and the Corporations Act.

• (h) To be effective, Proxy Forms must be received by the Company’s share registry, Computershare Investor Services Pty Limited, no later than 48 hours before the commencement of the Annual General Meeting, i.e. this is no later than 10.00am (AEDT) Melbourne time on Wednesday, 26 November 2025. Any proxy received after that time will not be valid for the scheduled meeting.

5. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting 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 and/or registry in advance of the Meeting.

6. How the Chairman will vote Undirected Proxies

Subject to the restrictions set out in Note 7 below, the Chair of the meeting will vote undirected proxies in favour of Resolutions 1, 2 and 3 and against Resolution 4.

7. Voting Exclusion Statement:

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution 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 (“ KMP voter ”), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either:

• (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the KMP voter is the Chair of the meeting and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on the resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or the consolidated entity.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 2

There are no voting exclusions on this resolution.

Resolution 3

A voting exclusion applies to this resolution, as set out below.

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) a person referred to in Listing Rule 10.14.1 (a director of the Company), 10.14.2 (an associate of a director of the Company) or 10.14.3 (a person whose relationship with the Company or a director of the Company or their associate is such that the ASX is of the opinion that the acquisition should be approved by security holders), who is eligible to participate in the Company’s Employee Incentive Plan; or

• (b) 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 directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting 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.

In addition, in accordance with section 250BD of the Corporations Act, a vote must not be cast as proxy on this Resolution by a member of the Key Management Personnel (as defined by the Corporations Act), or a closely related party of a member of Key Management Personnel, where that proxy appointment does not specify the way the proxy is to vote on the Resolution, and any such vote purported to be cast will be disregarded.

However, a person described above (a “ KMP Voter ”) may cast a vote on this Resolution as a proxy if:

• (a) the KMP Voter is the chair of the meeting; and

• (b) the written appointment of the chair as proxy expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If you appoint the chair as your proxy and you do not direct the chair how to vote, you will be expressly authorising the chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

In addition, in accordance with section 200E of the Corporations Act, a vote must not be cast on this Resolution (in any capacity) by or on behalf of Ms Teri Thomas or an associate thereof and any such votes attempted to be cast will be excluded.

However, a person described in the preceding paragraph (a “ Restricted Voter ”) may cast a vote on this Resolution if:

• (a) it is cast by the Restricted Voter as a proxy appointed by writing that directs how to vote on the Resolution; and

• (b) it is not cast on behalf of the Restricted Voter.

If you appoint the Chair of the Meeting as your proxy and you do not direct the Chair of the Meeting on how to vote, you will be expressly authorising the Chair of the Meeting to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair of the Meeting will vote any proxies which do not indicate on their proxy form the way the Chair of the Meeting must vote in favour of this Resolution. In exceptional circumstances, the Chair of the Meeting may change their voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair of the Meeting to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 4

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

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

• (b) a Closely Related Party of such a member.

However, the above persons may cast a vote on this Resolution if:

• (a) the person does so as a proxy; and

• (b) the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or a Closely Related Party of such a member; and

• (c) either:

• (i) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (ii) the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity.

8. Enquiries

Shareholders are invited to contact the Company Secretary on 1300 384 692 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement (" Statement ") accompanies and forms part of the Company’s Notice of Annual General Meeting (“ Notice ”) for the 2025 Annual General Meeting (“ Meeting ”). The Notice incorporates, and should be read together, with this Statement.

Receipt and consideration of Accounts & Reports

A copy of the Annual Report for the financial year ended 30 June 2025 which incorporates the Company's financial report, reports of the Directors (including the Remuneration Report and the auditors) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at 1300 384 692, and you may request that this occurs on a standing basis for future years.

Alternatively, you may access the Annual Report from the Company's website: https://mach7t.com/about-us/investors or via the Company’s announcement platform on ASX.

Except for as set out in Resolution 1, no resolution is required on these reports.

Shareholders will have the opportunity to ask questions about, or make comments on, the 2025 Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company’s 2025 Annual Financial Statements.

ORDINARY BUSINESS

Resolution 1: Adoption of Remuneration Report (non-binding resolution)

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Directors’ Report in the 2025 Annual Report and is available from the from the Company's website: https://mach7t.com/about-us/investors.

The Remuneration Report:

• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;

• sets out the remuneration arrangements in place for each Director and for certain members of the senior management team; and

• explains the differences between the basis for remunerating non-executive Directors and senior executives, including the CEO and Managing Director.

In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty-five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “ spill resolution ”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

At the Company’s last Annual General Meeting, the votes cast against the Remuneration Report were more than twenty-five (25%) per cent of the total votes cast on that resolution and, accordingly, a spill resolution has been put to vote at this Meeting (Resolution 4).

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The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this resolution (set out in the Notice of AGM), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this resolution, the Board encourages all eligible Shareholders to cast their votes in favour of this Resolution.

Voting Exclusions

Refer to Note 7 for voting exclusions on this resolution.

Resolution 2: Re-election of Dr Eliot Siegel

Background

The Constitution of the Company (Article 47(b)(i)) and Listing Rule 14.5 require that at least one Director (excluding the Managing Director) must stand for election or re-election at each Annual General Meeting. A Director (excluding the Managing Director) must not hold office without re-election following the third Annual General Meeting after that Director’s appointment or last re-election, or for more than three years, whichever is the longest (Constitution Article 47(a); Listing Rule 14.4). If no Director is standing for election or re-election or is required to retire at an annual general meeting under Article 47(a), then the Director who has been longest in office since that Director’s last election must retire from office at that annual general meeting (Constitution Article 47(b)(i)).

Dr Eliot Siegel is retiring in accordance with these requirements and, being eligible, offers himself for re-election.

Dr. Eliot Siegel is a globally recognised thought leader in medical imaging, imaging informatics, and the application of artificial intelligence in medicine. He is currently a Professor at the University of Maryland School of Medicine, as well as an adjunct Professor of Computer Science at the University of Maryland, Baltimore County (UMBC) and of Biomedical Engineering at the University of Maryland, College Park (UMCP).

Dr. Siegel is celebrated for pioneering the world’s first fully filmless healthcare enterprise during his tenure as Chief of Radiology and Nuclear Medicine for the Veterans Affairs Maryland Healthcare System. A prolific author and educator, he has written over 350 peer-reviewed articles and book chapters and has edited more than 10 books on PACS, digital imaging, and PET/CT scanning. His influence is further demonstrated by over 1,000 presentations delivered worldwide, as well as his collaboration with the IBM "Jeopardy" team on the "Dr. Watson" project.

His expertise extends into the private and public sectors. He is the co-founder of United Theranostics, a national radiopharmaceutical therapy practice, and Softhread, a company specializing in AI and blockchain. Dr. Siegel previously directed imaging informatics for the National Cancer Institute for six years and has served on numerous advisory boards, including more than a decade on Carestream's board of directors.

His peers have widely recognized his contributions. Dr. Siegel has been honoured as "Radiology Researcher of the Year" and "Educator of the Year." He is a distinguished Fellow of the American College of Radiology (ACR) and the Society of Imaging Informatics in Medicine (SIIM).

The Board considers Dr Siegel to be an independent director

Board Recommendation

The Board (with Dr Eliot Siegel abstaining) recommends that Shareholders vote in favour of the reelection of Dr Eliot Siegel as it considers that his qualifications, experience, skills and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its Shareholders. The Chairman will vote undirected proxies in favour of Resolution 2.

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Voting Exclusions

A voting exclusion statement is set out in Note 7 of the Notice.

Resolution 3: Approval of issue of Equity to Ms Teri Thomas, CEO & Managing Director

Background

The Company is proposing to issue 1,989,189 Performance Rights to Ms Teri Thomas, the Managing Director and Chief Executive Officer of the Company under the Company’s Long-Term Incentive Plan (“ LTIP ”) .

The Board has previously sought external advice, and in line with that advice, considers Performance Rights to be aligned with Shareholder interests.

The Board believes that it is appropriate to use Performance Rights to compensate the Managing Director/CEO as this is in line with current market practices and remunerates her appropriately given the circumstances of the Company, and provides an appropriate and meaningful form of remuneration that aligns with Shareholder interests. The Board believes that the achievement of the service hurdles attached to these Performance Rights will be to the benefit of all Shareholders as these will motivate the Managing Director/CEO to remain in the Company’s employ to carry on the role of implementing and executing the Company’s strategies and overseeing operations, and to achieve the relevant performance objectives required for vesting. In particular, the Board considers that the value attributed to the Performance Rights (as described below) and their associated terms and conditions represent reasonable remuneration for the Managing Director/CEO as if she and the Company were dealing at arm’s length.

Terms of Performance Rights

• (a) The Performance Rights will be issued for nil consideration.

• (b) Each Performance Right will vest into a fully paid ordinary share upon the Performance Hurdles being met.

• (c) Performance Rights will vest from 30 June 2028, subject to achieving the following vesting conditions over the three-year period ending on the vesting date (“ Performance Period ”), as well as continued service during the whole of the Performance Period:

Absolute Compound Annual Growth (CAGR) in Total Shareholder Return (TSR) for the period from 1 July 2025 to 30 June 2028, as set out below:

M7T TSR CAGR	% Vesting(1)
Less than 25%	0%
25%	60%
40% and above	100%

(1) Vesting between the relevant CAGR steps will be determined on a straight line interpolation

• (d) Performance Rights will expire on 31 December 2028.

• (e) Any unvested Performance Rights will:

• a. lapse on the day that the relevant holder ceases to be an Employee of the Company; or

• b. lapse on the Expiry Date, if not exercised.

• (f) The Performance Rights will be issued for nil consideration. There will be no funds raised from the issue of these securities. No loans will be made by the Company in connection with the grant or the exercise of the Rights.

• (g) Each Performance Right will vest into a fully paid ordinary share upon the Performance Hurdles being met.

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• (h) The Performance Rights will be available for exercise on the Vesting Date. Any unvested Performance Rights will automatically lapse on the Expiry Date.

• (i) The Performance Rights are governed by the rules outlined in the Company’s LTIP. A summary of the LTIP is given in Appendix A .

Current remuneration package

The current remuneration of Ms Teri Thomas is as follows:

Fixed Remuneration (from 1 July 2025)	US$407,000
Short-term Variable Remuneration	Up to 50% of Fixed Remuneration subject to Performance Hurdles
Long Term Remuneration	Up to 100% of Fixed Remuneration subject to Performance Hurdles
	The number of Performance Rights to be awarded has been determined in accordance with the following formula: Fixed Remuneration X 100% X 1.5189 $0.310776 _USD:AUD FX Rate at 30 June 2025 2025 ** The WWAP of Shares_ calculated over the 10 trading days after 27 August 2025 (being the date of release of the Company’s financial statements).

Listing Rule 10.14

Listing Rule 10.14 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in the ASX's opinion, such that approval should be obtained. Accordingly, Resolution 3 seeks shareholder approval under Listing Rule 10.14 to allow the issue of the Performance Rights to Ms Thomas as CEO and Managing Director under the Company’s LTIP.

If Shareholders approve Resolution 3, the Company will proceed with the issue of Performance Rights to Ms Thomas on the terms and conditions as set out in this Notice. Furthermore, Listing Rule 7.2 Exception 14 provides that Listing Rule 7.1 does not apply where shareholder approval for an issue of securities is obtained under Listing Rule 10.14. If shareholder approval is given for the purposes of Listing Rule 10.14, approval will not be required under Listing Rule 7.1, and the Performance Rights issued pursuant to Resolution 3 will not deplete the Company’s 15% Placement Capacity under such Listing Rule 7.1.

If Shareholders do not approve Resolution 3, the proposed issue of Performance Rights to Ms Thomas will not proceed, and the Board would need to consider alternative remuneration options. To ensure Mach7 can attract and retain the executive talent, the Board considers it is important for Mach7 to offer incentives to its directors and executives that are in line with market practice and in alignment with the interests of Shareholders.

Specific Information for Resolution 3

In accordance with Listing Rule 10.15, which contains requirements as to the contents of a notice sent to shareholders for the purposes of Listing Rule 10.14, the following information is provided to Shareholders:

Recipient	Category recipient falls into	Number of performance rights proposed to be issued	Securities previously issued under the scheme	Securities previously issued under the scheme
			Number	Average acquisition Price
Ms Teri Thomas	Director	1,989,189	Nil	Nil

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Maximum number of securities to be issued: 1,989,189 Performance Rights.

Remuneration package: details of Ms Thomas’s remuneration package are set out above.

Material terms of the securities: material terms of the Performance Rights are set out above.

Explanation of why this type of security is being used: An explanation of why Performance Rights are being used is set out above.

Value of the Performance Rights

The number of Performance Rights was calculated on the basis that they represent 100% of the fixed remuneration, i.e., a value of approximately A$618,192 based on the following elements:

• (a) exchange rate of USD:AUD 1.5189; and

• (b) a Share price of $0.310776, being the VWAP of Shares calculated over the 10 trading days after 27 August 2025 (being the date of release of the Company’s financial statements).

Date for issue and allotment of securities: subject to shareholder approval, the Company will issue the Performance Rights as soon practicable after the Meeting, or in any event no later than 3 years after the date of the Meeting.

Issue price per security: The Performance Rights will be granted for nil consideration and there will be no funds raised from the issue of these securities. No loans will be made by the Company in connection with the grant or the exercise of the Performance Rights.

Material terms of the Long-Term Incentive Plan : A summary of the material terms of the Long-Term Incentive Plan is set out in Appendix A.

Details of any securities issued under the LTIP will be published in the annual report for the year ending 30 June 2026, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the LTIP after the resolution is approved and who were not named in this notice of meeting will not participate until approval is obtained under that rule.

Retirement/Termination Benefits approval – section 200B and s200E Corporations Act

Sections 200B and 200E of the Corporations Act prohibit a company from giving a benefit to a person who holds (or has held in the previous three years) a managerial or executive office with the company or its subsidiaries, if that benefit is given in connection with that person's retirement from office and is in excess of that person's average annual base salary over the relevant period, unless the benefit is approved by Shareholders or an exemption applies.

Approval is therefore sought under section 200E of the Corporations Act to allow for the Board to determine to accelerate vesting of some or all of Ms Thomas’s unvested Performance Rights in the event Ms Thomas ceases employment in ‘good leaver’ circumstances being cessation other than due to resignation or dismissal for cause or poor performance and for the benefit not to be a termination benefits for the purposes of the Corporations Act. Where Ms Thomas ceases as a ‘bad leaver’ (which includes by resignation or dismissal for poor performance), all unvested Performance Rights will lapse, unless the Board determines otherwise.

If Shareholder approval is obtained, the value of the approved benefits will be disregarded when calculating Ms Thomas’s termination benefits cap for the purpose of subsection 200F(2)(b) or subsection 200G(1)(c) of the Corporations Act. The approval will be effective from the date the Resolution is passed until the conclusion of the 2030 Annual General Meeting (that is, for a period of approximately five years).

The value of any benefit relating to the Performance Rights given in connection with Ms Thomas ceasing to hold managerial or executive office cannot presently be ascertained. However, matters, events and circumstances that will, or are likely to, affect the calculation of that value are:

• the number of Performance Rights held by Ms Thomas prior to cessation of her employment;

• the date when, and circumstances in which, Ms Thomas ceases employment;

• whether performance hurdles are waived or (if not waived) met, and the number of Performance Rights that vest (which could be all of the Performance Rights held by Ms Thomas; and

• the market price of the Company’s shares on ASX on the date Shares are provided to Ms Thomas upon vesting of the Performance Rights.

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Approval not sought under Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties of a public company. For the purposes of Chapter 2E, the Directors are related parties of the Company by virtue of section 228(2) of the Corporations Act. A “financial benefit” is defined in the Corporations Act in broad terms and expressly includes a public company issuing securities. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies or shareholder approval is obtained. Relevantly, one exception is where the benefit constitutes “reasonable remuneration” in respect of the duties and responsibilities of the related party in the management of the public company.

For the reasons detailed above, in the view of the Board, the issue of the Performance Rights constitutes “reasonable remuneration” and, as the provision of such benefits is expressly permitted by section 211(1) of the Corporations Act, the Board does not consider that the Company is required to seek shareholder approval under Chapter 2E of the Corporations Act in order to give the Managing Director the financial benefit that is inherent to the issue to him of the Performance Rights.

Board Recommendation

The Board (with Ms Thomas abstaining) recommends that shareholders vote in favour of Resolution 3. The Chairman will vote undirected proxies in favour of Resolution 3.

Voting Exclusions

Refer to Note 7 for voting exclusions on this resolution.

Resolution 4: Spill Resolution (Conditional item)

At the 2024 AGM, more than 25% of the votes cast on the resolution to adopt the Remuneration Report were against adopting the report and the Company received a “first strike”. Resolution 4 is a conditional item and will only be put to the AGM if at least 25% of the votes cast on Resolution 1 to adopt the Remuneration Report for the financial year ended 30 June 2025 are cast against. If fewer than 25% of the votes cast are against adopting the Remuneration Report, then there will be no second strike and Resolution 4 will not be put to the AGM.

If put, the spill resolution will be considered as an ordinary resolution.

If this resolution is passed and becomes effective, an extraordinary general meeting of the Company (the Spill Meeting ) must be held within 90 days of the date of the AGM in order to consider the composition of the Board. At the Spill Meeting, all the Directors, other than Teri Thomas who acts as Chief Executive Officer and Managing Director, who were in office when the Board resolution to approve the Company’s 2025 Directors’ Report was passed will automatically vacate office at the conclusion of the Spill Meeting unless they stand for re-election and are re-elected at the Spill Meeting. The Directors who were in office when the Board resolution to approve the 2025 Directors’ Report was passed are: Mr Rob Bazzani (Non-Executive Chair), Dr Eliot Siegel (Non-Executive Director), Ms Rebecca Thompson (Non-Executive Director) and Ms Teri Thomas (Managing Director and CEO).

Even if Dr Siegel is re-elected at this AGM, Dr Siegel needs to be re-elected at the Spill Meeting in order to remain in office. If any additional directors were to be appointed before the Spill Meeting, they would not need to stand for election at the Spill Meeting.

The Directors listed above are those who held office when the Directors’ Report (including the Remuneration Report) for the year ended 30 June 2025 was approved.

When considering this item of business, the Directors suggest that Shareholders consider:

• the additional costs that will be incurred if the Company is required to hold and call a Spill Meeting;

• the potential disruption to the Board of a Spill Meeting and the impact this may have on the Company;

• the current Board has the skills and experience required to provide effective oversight of the Company; and

• there is no assurance that any or all of the Directors would stand for re-election at the Spill Meeting.

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Board Recommendation

The Board recommends that Shareholders vote against Resolution 4. The Chair of the Meeting intends to vote undirected proxies AGAINST this Resolution.

Voting Exclusions

Refer to Note 7 for voting exclusions on this resolution.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“ $ ” means Australian Dollars;

“Annual Report ” means the Directors’ Report, the Financial Report and Auditor’s Report, in respect to the period ended 30 June 2025;

“ ASX ” means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

“Auditor’s Report ” means the auditor’s report on the Financial Report;

“ AEDT ” means Australian Eastern Daylight-Saving Time;

“ Board ” means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;

“ Chairman ” means the person appointed to chair the Meeting of the Company convened by the Notice;

• “ Closely Related Party ” means:

• (a) a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

“ Company ” means Mach7 Technologies Limited ACN 007 817 192;

“ Constitution ” means the constitution of the Company as at the date of the Meeting;

“ Corporations Act ” means the Corporations Act 2001 (Cth) ;

“ Director ” means a Director of the Company;

“ Directors’ Report ” means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

“ 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 ” or “ KMP ” means 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) of the Company;

“ Listing Rules ” means the Listing Rules of the ASX;

“LTIP” means the Company’s Long-Term Incentive Plan;

“ M7T ” means Mach7 Technologies Limited ACN 007 817 192;

“Meeting ” has the meaning given in the introductory paragraph of the Notice;

“ Notice ” means the Notice of Meeting accompanying this Explanatory Statement;

“ Performance Right ” means a right giving the right to subscribe to one Share subject to performance hurdles and terms and conditions;

“ Proxy Form ” means the proxy form attached to the Notice;

“ Remuneration Report ” means the remuneration report which forms part of the Directors’ Report of Mach7 Technologies Limited for the financial period ended 30 June 2025 and which is set out in the Annual Report;

“ Resolution ” means a resolution referred to in the Notice;

“ Share ” means a fully paid ordinary share in the capital of the Company;

“ Shareholder ” means shareholder of the Company;

“Spill Meeting” means the general meeting of shareholders held in accordance with section 250V of the Corporations Act 2001 (Cth), convened following the rejection of a company’s remuneration report at an Annual General Meeting. The meeting provides shareholders with the opportunity to vote on whether to declare all or some of the current directors’ positions vacant and to hold elections for those positions if the spill resolution is passed;

“ Trading Day ” means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

“ VWAP ” means volume-weighted average price.

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Appendix A - Summary of LTIP

A summary of the key terms of the Long-Term Incentive Plan ( LTIP ) is set out below. The provisions outlined below of the LTIP must be read subject to the Corporations Act and the Listing Rules. This summary is not intended to be exhaustive and does not constitute a definitive statement of all the rights, liabilities and obligations of the Company under the LTIP.

Issue	Details of LTIP
Eligible	A person is eligible to participate in the LTIP if that person is an employee or director of the Company or any of its subsidiaries, or such other person as considered appropriate by the Board (Eligible Participant).
Participants
Securities to be	As part of the LTIP, Eligible Participants may be issued the following securities in the Company: • options; • shares; • performance rights (referred to as rights); or • performance shares, (Awards).
issued
Payment for the	Unless otherwise determined by the Board, no payments are required to be made by an Eligible Participant who is granted and accepts an Award (Participant). The Board may determine in its absolute discretion the exercise price of any right or option (if any).
grant of Awards or
exercise of Awards
Number of securities	The number of Awards offered to an Eligible Participant from time to time will be determined by the Board in its absolute discretion and in accordance with the terms of the LTIP.
to be issued
Plan Limit	Subject to further Shareholder Approval, no Invitation will be made if the number of Shares which have been issued under this Plan in the previous three years, or would be issued on exercise of an Award issued under this Plan, in aggregate would exceed 10% of the total number of Shares on issue at the date of the Invitation.
Malus and	The Board has broad discretion under the LTIP to lapse, forfeit or clawback unvested and vested LTI awards in certain circumstances to ensure that no inappropriate benefit is obtained by the Participant. These circumstances include where the Participant has engaged or participated in conduct which adversely affects, or is likely to adversely affect, the financial position or reputation of the Group; acts fraudulently or dishonestly; is in material breach of his or her obligations to Mach7; there is a material misstatement made on behalf of the Group; or is convicted for an offence.
Clawback
Vesting of Options	The Board may determine in its absolute discretion the terms and conditions (including performance hurdles, service conditions and/or exercise conditions) which apply to the exercise of any options or rights or the conversion of any performance shares to shares. The Board may also determine in its absolute discretion to: • waive any particular terms and conditions for the exercise of any options or rights; or
and Rights

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	• subject to the Listing Rules, bring forward the date on which any rights or options may be exercised in certain circumstances. Any right, option or performance share held by a participant which has not vested by the relevant vesting date determined by the Board will lapse.
Cessation of	Where a Participant ceases to be employed or engaged by the Company, or any of its subsidiaries, any vested right, option or performance share held by that Participant may exercise its Awards in accordance with the rules of the LTIP. Any unvested Awards will immediately lapse.
employment
Death or	If a Participant dies, becomes permanently disabled, retires from the workforce or is made redundant prior to the date on which the Awards vest (Qualifying Event): • the Participant or their legal personal representative, may exercise its vested Awards in accordance with the rules of the LTIP; and • the relevant vested Awards will lapse within 12 months of the occurrence of the relevant Qualifying Event. Any Awards which have not been determined to have vested will immediately lapse.
incapacitation
Variation of LTIP	The Board has the power to make amendments to, or vary, the terms of the LTIP at any time and in any manner in which it thinks fit. However, the Board may only amend a provision of the terms which reduces the rights of Participants in respect of Awards where the amendment is required for the purposes of complying with any law or the Listing Rules, the amendment is to correct any manifest error or mistake or the amendment will provide the Participant with a more favourable taxation treatment in relation to his or her participation in the LTIP.
Use of an Employee	An Employee Share Trust (EST) may be established for the purpose of subscribing for or acquiring, delivering, allocating and holding Shares for the benefit of Participants.
Share Trust (EST)
Change of Control	If: • a takeover bid is made for the Company and the Board recommends acceptance by the shareholders; • a Court orders that a meeting of shareholders be held to consider a scheme of arrangement between the Company and the shareholders; or • the Board determines that another transaction has occurred, or is likely to occur, which involves a change of control of the Company, then the Board may determine that any rights or options granted as part of the LTIP have vested or will otherwise vest on a date determined by the Board.
Dividends and Awards	The Awards will not give a Participant any right to participate in any dividends until the relevant Awards have converted into shares.

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Need assistance?

Phone:

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Online:

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YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEDT) on Wednesday, 26 November 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

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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

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Control Number: 188152

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.

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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.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

320989_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 Mach7 Technologies 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 Annual General Meeting of Mach7 Technologies Limited to be held as a virtual meeting on Friday, 28 November 2025 at 10:00am (AEDT) 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 Resolutions 1, 3 and 4 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Resolution 4 where the Chairman of the Meeting intends to vote against.

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 Resolutions 1, 3 and 4 by marking the appropriate box in step 2.

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|||||||
|---|---|---|---|---|---|
|Step 2|Items of Business|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.|
|Board|
|Recommendation|For Against Abstain|
|Resolution 1|Adoption of Remuneration Report (non-binding resolution)|FOR|
|Resolution 2|Re-election of Dr Eliot Siegel as a Director of the Company|FOR|
|Resolution 3|Issue of Performance Rights to Ms Teri Thomas, CEO & Managing Director|FOR|
|Resolution 4|Spill Resolution (Conditional)|AGAINST|

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business with the exception of Resolution 4 where the Chairman of the Meeting intends to vote against. 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.

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

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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
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M7T