MOTIO LTD - AGM Information 2024 | FinancialReports.eu

MOTIO LIMITED (ACN 147 799 951)

Notice of Annual General Meeting

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 7227 2277

Business of the Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 8 Glossary 28 Schedule 1 – Terms and Conditions of Performance Rights 30 Schedule 2 - Summary of the Long-Term Incentive Plan 31 Schedule 3 -Terms and Conditions of Performance Units 33 Proxy Form Enclosed

MOTIO LTD AGM 2024

Important Information

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (EDST) on Thursday, 14 November 2024 at:

Level 8, 140 Arthur Street

North Sydney NSW 2060

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00pm (EDST) on Tuesday, 12 November 2024 .

VOTING IN PERSON

To vote in person, attend the Annual General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

each member has a right to appoint a proxy;
the proxy need not be a member of the Company; and
a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

MOTIO LTD AGM 2024

if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting Prohibition

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolution 1 if the person is either:

a member of the Key Management Personnel of the Company; or
a Closely Related Party of such a member, and
• the appointment does not specify the way the proxy is to vote on Resolution 1.

However, the prohibition does not apply if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

MOTIO LTD AGM 2024

Business of the meeting

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the directors, the Directors’ Report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – SPILL RESOLUTION

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

'That, in accordance with section 250V(1) of the Corporations Act and for all other purposes, Shareholders approve the following:

a) the Company holding another meeting of Shareholders within 90 days of this Meeting ( Spill Meeting );
b) all Vacating Directors cease to hold office immediately before the end of the Spill Meeting; and
c) resolutions to appoint persons to offices that will be vacated pursuant to Resolution 2(b) being put to the vote at the Spill Meeting,

on the terms and conditions in the Explanatory Memorandum.'

MOTIO LTD AGM 2024

Note: If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chair will withdraw this Resolution.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER

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

“That, for the purpose of clause 12.3(a) of the Constitution and for all other purposes, Mr Harley Grosser, a Director, retires and being eligible, is re-elected as a Director.

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

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

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

5. RESOLUTION 5 – RENEWAL OF LONG TERM INCENTIVE PLAN

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

“That, for the purpose of Listing Rule 7.2 Exception 13(b), and for all other purposes, Shareholders approve the adoption of the employee incentive scheme known as the “Motio Ltd Long Term Incentive Plan”, a summary of which is set out in the Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting, and the issue of the Equity Securities thereunder, on the terms and conditions set out in the Explanatory Memorandum, as an exception to Listing Rule 7.1.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who is eligible to participate in the employee incentive scheme, and any associates of those persons. The Company need not disregard a vote if it is cast in favour of the resolution by:

(a) a person as 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 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.

Voting Prohibition Statement:

In accordance with section 250BB of the Corporations Act, 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.

MOTIO LTD AGM 2024

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.

6. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER

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 10.14 and sections 195(4) and 208 of the Corporations Act and all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 2,500,000 Performance Rights for no consideration to Mr Adam Cadwallader (or his nominee), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

The Company will disregard any votes cast in favour on this Resolution (in any capacity) by or on behalf of a person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question and their nominees and any Associates of those persons. However, the Company will not disregard a vote if it is 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.

Voting Prohibition Statement:

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

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the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and

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

Further, a Restricted Voter who is appointed as a proxy will note vote on this Resolution unless:

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==> picture [11 x 10] intentionally omitted <==

The appointment specifies the way the proxy is to vote on this Resolution; or
The proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution.

Please Note: if the Chair is a person referred to in section 224 of the Corporations Act in the voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed in writing and the Proxy Form specifies how the proxy is to vote on this Resolution. If you are a Restricted Voter and purport to cast a vote other than as permitted above, that will vote will be disregarded by the Company and may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

MOTIO LTD AGM 2024

7. RESOLUTION 7 – ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER

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 10.14 and sections 195(4) and 208 of the Corporations Act and all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 13,409,917 Performance Units for no consideration to Mr Adam Cadwallader (or his nominee), on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

(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:
(iii) 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
(iv) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement:

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

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the proxy is either:
(iii) a member of the Key Management Personnel; or (iv) a Closely Related Party of such a member; and

==> picture [11 x 10] intentionally omitted <==

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

Further, a Restricted Voter who is appointed as a proxy will note vote on this Resolution unless:

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==> picture [11 x 9] intentionally omitted <==

The appointment specifies the way the proxy is to vote on this Resolution; or
The proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution.

DATED: 15 OCTOBER 2024

BY ORDER OF THE BOARD MR MATTHEW FOY COMPANY SECRETARY

MOTIO LTD AGM 2024

Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the directors, the Directors’ Report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.motio.com.au/ or by contacting the Company on (02) 7227 2277.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The Remuneration Report sets out the Company’s remuneration arrangements for the directors and senior management of the Company. The Remuneration Report is part of the Directors’ Report contained in the annual financial report of the Company for the financial year ended 30 June 2024.

The Chair of the meeting will allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

2.2 Voting consequences

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the Managing Director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

The Company's Remuneration Report received a Strike at the 2023 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that this may result in the re-election of the Board pursuant to Resolution 2.

MOTIO LTD AGM 2024

2.4 Chair voting undirected proxies

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

2.5 Additional Information

Resolution 1 is a non-binding ordinary resolution.

Given the personal interests of all Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

3. RESOLUTION 2 – SPILL RESOLUTION

3.1 General

If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report, the Chair will withdraw this Resolution. Section 250V(1) of the Corporations Act requires Resolution 2 to be put to vote as set out in Section 2.2.

If more than 50% of Shareholders vote in favour of this Spill Resolution, the Company must convene a Spill Meeting within 90 days of this Meeting. All of the Directors who were in office when the relevant Directors’ Report was approved, other than the Managing Director (if any), cease to hold office immediately before the end of the Spill Meeting. Resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote at the Spill Meeting.

Shareholders should be aware that the convening of a Spill Meeting will result in the Company incurring material additional expense in conducting a meeting (including legal, printing, mail out and registry costs) as well as potential disruption to its focus on core business operations as a result of management distraction, the time involved in organising such a meeting and the diversion of resources.

Moreover, Shareholders should note that there are no voting exclusions applicable to resolutions appointing Directors at any subsequent meeting of Shareholders. This would mean there is no barrier to the existing major Shareholders of the Company exercising their voting rights to reappoint the existing Directors of the Company without any changes to the composition of the Board.

In the Board’s view it would be inappropriate to remove all of the non-executive Directors in the circumstances. However, the Board recognises that Shareholders can remove a Director by a majority Shareholder vote at any time for any reason.

As a public company is required to have a minimum of three directors, the Corporations Act includes a mechanism to ensure that the Company will have at least three directors (including the Managing Director (if any)) after the Spill Meeting. If at the Spill Meeting, three Directors are not appointed by ordinary resolution, the persons taken to be appointed are those with the highest percentage of votes favouring their appointment cast at the Spill Meeting on the Resolution for their appointment (even if less than half the votes cast on the Resolution were in favour of their appointment).

3.2 Additional information

Given the personal interests of all Vacating Directors in the outcome of this Resolution, the Board declines to make a recommendation to Shareholders regarding this Resolution.

MOTIO LTD AGM 2024

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER

Clause 12.3 of the Constitution provides that:

(a) A Director must not hold office without re-election:
(i) past the third annual general meeting following the Director’s appointment or last election; or
(ii) for more than three years,

whichever is the longer.

(b) There must be an election of Directors at each annual general meeting of the Company. This can be satisfied by one or more of the following so long as the maximum number of Directors set by the Company in general meeting (if applicable) is not exceeded:
(a) a person standing for election as a new Director having nominated in accordance with article 12.6;
(b) any Director who was appointed under article 12.7 standing for election as a Director;
(c) any Director who is retiring at the end of the annual general meeting due to the tenure limitation in article 12.3(a), standing for re-election; or
(d) if no person or Director is standing for election or re-election in accordance with paragraphs (a), (b) or (c), then the Director who has been a Director the longest without re-election must retire and stand for re-election. If two or more Directors have been a Director the longest and an equal time without re-election, then in default of agreement, the Director to retire will be determined by ballot.
(c) This article does not apply to one Managing Director who is exempt from retirement and re-election in accordance with article 13.10.

This article 12.3 only applies while the Company is on the official list of ASX.

Mr Grosser was previously re-elected at the Annual General Meeting on 12 November 2021, being three years ago. Accordingly, under article 12.3(a) Mr Grosser retires by rotation and being eligible, seeks re-election.

Details of Mr Grosser’s qualifications and experience are set out in the Company’s 2024 Annual Financial Report.

The Board (other than Mr Grosser) unanimously supports the re-election of Mr Grosser.

5. RESOLUTION 4 - APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

5.1 General

Broadly speaking, and subject to a number of exceptions, 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.

Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval by way of a special resolution passes at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 10% Placement Capacity ).

MOTIO LTD AGM 2024

An ‘eligible entity’ means an entity that is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less. MXO’s market capitalisation as at 28 August 2024 was approximately $4.83 million and therefore is an eligible entity for these purposes.

Resolution 4 seeks shareholder approval by way of special resolution for MXO to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval.

If Shareholders approve Resolution 4, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out below).

(A x D) – E

A is the number of Shares on issue at the commencement of the relevant period:
(A) plus the number of Shares issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
(B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- I. the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
- II. the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;
(C) plus the number of Shares issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- I. the agreement was entered into before the commencement of the relevant period; or
- II. the agreement was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4
(D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or 7.4;
(E) plus the number of partly paid ordinary shares that became fully paid in the relevant period;
(F) less the number of Shares cancelled in the relevant period.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

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

The effect of passing Resolution 4 will be to allow the Company to issue Equity Securities up to a combined limit of 25% pursuant to Listing Rules 7.1 and 7.1A without any further shareholder approval. If Resolution 4 is passed the Company will be permitted to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10%

MOTIO LTD AGM 2024

5.2

Placement Capacity during the period up to a maximum of 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

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

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

The Directors of the Company believe that Resolution 4 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

ASX Listing Rule 7.1A Requirements

Pursuant to ASX Listing Rule 7.1A.3 the issue price for each security issued under the Additional Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class over the 15 trading days on which trades in that class were recorded immediately before:

the date on which the price at which the securities are to be issued is agreed; or
if the securities are not issued within 10 trading days of the date above, the date on which the securities are issued.

Equity securities that may be issued under listing rule 7.1A will only be in an existing quoted class of securities.

The issue of equity securities under the Additional Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in the table below). There is also the risk that:

the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Annual General Meeting; and
the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date.

Table 1 below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2 on the basis of the current market price of Shares and the current number of ordinary securities quoted on ASX for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% against the current market price.

MOTIO LTD AGM 2024

Table 1

Number of Shares on Issue
		Dilution

	Issue Price (per Share)	$0.013	$0.026	$0.039
		50% decrease in Issue Price	Current Issue Price	50% increase in Issue Price
273,319,470	10% voting dilution	27,331,947 Shares	27,331,947 Shares	27,331,947 Shares
(Current)
	Funds raised	$355,315	$710,631	$1,065,946
409,979,205	10% voting dilution	40,997,920 Shares	40,997,920 Shares	40,997,920 Shares
(50% increase)
	Funds raised	$532,973	$1,065,946	$1,598,919
546,638,940	10% voting dilution	54,663,894 Shares	54,663,894 Shares	54,663,894 Shares
(100% increase)
	Funds raised	$710,631	$1,421,261	$2,131,892

The above table is based on the following assumptions:

The number of shares on issue (Variable “A”) is calculated as 273,319,470 being all the fully paid ordinary shares on issue as at 14 October 2024.
The Company issues the maximum number of equity securities available under the Additional Placement Capacity.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table shows only the issue of equity securities under the Additional Placement Capacity and not under Listing Rule 7.1.
The issue of equity securities under the Additional Placement Capacity includes only Shares.
The issue price of $0.026 was the closing price of shares on ASX on 14 October 2024.

Equity securities under the Additional Placement Capacity may be issued until the earlier of:

the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or
the time and date of the entity’s next annual general meeting; or
the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) ( 10% Placement Period ).

The Company may only issue equity securities under the Additional Placement Capacity for cash consideration to raise funds for the development of the Company’s existing assets, the acquisition of new assets or investments (including assets associated with such acquisition), to repay debt or to fund working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any equity securities under the Additional Placement Capacity.

The Company’s allocation policy for issues under the Additional Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue. The identity of the allottees of the equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the purpose of the issue;

MOTIO LTD AGM 2024

the methods of raising funds that are available to the Company, including rights issues or other issues in which existing shareholders may participate;
the effect of the issue of the equity securities on the control of the Company;
the financial situation and solvency of the Company;
prevailing market conditions; and
advice from the Company’s advisors.

As the Company has no current plans to undertake a new capital raising using its additional 10% placement capacity, the allottees under the Additional Placement Capacity have not yet been determined but if such an exercise was undertaken, allottees may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

The Company previously sought and obtained shareholder approval under Listing Rule 7.1A at the immediately prior Annual General Meeting held 17 November 2023.

In accordance with Listing Rule 7.3A.6, in the 12 months preceding the date of this meeting, the Company issued Nil ordinary shares pursuant to ASX Listing Rule 7.1A.2 representing 0% of the total number of equity securities on issue from the commencement of the last approval of Listing Rule 7.1A.

A voting exclusion statement is not included in this Notice. As at the date of this Notice, the Company has not been approached by or invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 4.

When the Company issues equity securities pursuant to the Additional Placement Capacity, it will give to ASX:

a list of the allottees of the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
the information required by Listing Rule 3.10.3 for release to the market.

6. RESOLUTION 5 – RENEWAL OF LONG TERM INCENTIVE PLAN

6.1 Background

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.2 Exception 13(b), to renew the approval of its employee incentive plan titled the “Motio Ltd Long Term Incentive Plan” ( Plan ), pursuant to which eligible participants may be offered the opportunity to be granted performance rights, options and Shares in the Company (Incentive Securities). The Company adopted a previous employee incentive plan on 17 November 2023, however the Directors consider it desirable to adopt a new plan to reflect the recent changes to employee share schemes under the Corporations Act. Such changes include removing the ability to make offers of securities under an employee incentive scheme in reliance on relief in ASIC Class Orders 14/1000 and 14/1001 after 1 March 2023 (Class Orders). The relief available under the Class Orders have been replaced by a new regime set out in Division 1A of Part 7.12 of the Corporations Act.

The purpose of the Plan is to:

(a) reward employees of the Company;
(b) assist in the retention and motivation of employees of the Company;
(c) provide an incentive to employees of the Company to grow shareholder value by providing them with an opportunity to receive an ownership interest in the Company; and

MOTIO LTD AGM 2024

(d) comply with the recent changes to employee share schemes as set out in Division 1A of Part 7.12 of the Corporations Act. may make an informed decision on whether to support or oppose the resolution.

6.2 Listing Rule Requirements

Listing Rule 7.1 provides that, unless an exception applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves, or when aggregated with the Equity Securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12-month period.

Listing Rule 7.2 Exception 13(b) sets out an exception to Listing Rule 7.1. It provides that issues of securities under an employee incentive scheme are not included in a company’s 15% limit under Listing Rule 7.1, if within three years before the date of issue, shareholders have approved the issue of securities thereunder as an exception to Listing Rule 7.1.

Accordingly, Resolution 5 seeks approval from Shareholders for adoption of the Plan and the issue of Incentive Securities thereunder for a period of three years from the date of the Meeting, as an exception to Listing Rule 7.1.

If Resolution 5 is passed, the Company will be able to issue Incentive Securities under the Plan to eligible participants over a period of three years from the date of the Meeting without impacting on the Company’s ability to issue to up 15% of its total ordinary securities without Shareholder approval in any 12-month period.

If Resolution 5 is not passed, the Company will be able to proceed with the issue of Incentive Securities under the Plan, but the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the Incentive Securities.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Incentive Securities under the Plan to a related party or a person whose relationship with the Company or the related party, is in ASX’s opinion, such that Shareholder approval should be obtained.

The following information is provided to Shareholders for the purpose of Listing Rule 7.2 Exception 13(b):

(a) A summary of the material terms of the Plan

A summary of the material terms of the Plan is set out in Schedule 2.

(b) Previous issues of securities

Since the Plan was last approved under Listing Rule 7.2 Exception 13(b) on 23 November 2024, no Incentive Securities have previously been issued under the Plan.

The number of Incentive Securities proposed to be issued under the Plan following Shareholder approval and over the course of the next three years following approval is a maximum of 40,000,000.

(d) Voting exclusion

A voting exclusion statement for Resolution 5 is included in this Notice.

6.3 Directors’ Recommendation

The Directors believe that this Resolution is in the best interests of the Company and unanimously recommend Shareholders vote in favour of Resolution 5.

MOTIO LTD AGM 2024

7. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER

7.1 General

Resolution 6 seeks Shareholder approval for the grant of 2,500,000 Performance Rights to Managing Director & CEO Mr Adam Cadwallader (the Director Performance Rights ).

The Director Performance Rights are being issued to incentivise and reward the Director.

The Director Performance Rights are subject to the performance hurdles set out in Schedule 1 of this Notice.

It is proposed that the Director Performance Rights will be issued pursuant to the proposed re-newed Motio Long Term Incentive Plan ( Plan ) the subject of Resolution 5. In the event Resolution 5 is not approved by Shareholders, the Director Performance Rights will be issued pursuant to the Plan that was last approved by shareholders on 17 November 2023. The key terms of the Plan are set out in Schedule 2 of this Notice.

7.2 ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires a company to obtain shareholder approval 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 ASX’s opinion, such that approval should be obtained.

The proposed issue of the Director Performance Rights to Mr Adam Cadwallader requires Shareholder approval under ASX Listing Rule 10.14 as Mr Adam Cadwallader is the Company’s Executive Director, and the Director Performance Rights are proposed to be issued under an employee incentive scheme. Accordingly, the Company is seeking Shareholder approval for the issue of the Director Performance Rights to Mr Adam Cadwallader for the purposes of ASX Listing Rule 10.14.

If Resolution 6 is not passed the Company will not be able to issue the Director Performance Rights to Mr Adam Cadwallader and will need to consider alternative methods of appropriately incentivising Mr Adam Cadwallader, including cash payments.

7.3 Technical Information required by Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to the ratification of the Director Performance Rights:

(a) Name of the person

The Director Performance Rights will be issued to Mr Adam Cadwallader (or his nominee).

(b) Category the person falls within

Mr Adam Cadwallader falls within the category set out in ASX Listing Rule 10.14.1 by virtue of being a Director.

(c) Number and class of securities proposed to be issued

The number of Director Performance Rights to be issued pursuant to Resolution 6 is 2,500,000 Director Performance Rights.

(d) Current total remuneration package

Mr Adam Cadwallader’s current total remuneration is $350,135 (which includes variable remuneration and superannuation payments).

MOTIO LTD AGM 2024

(e) The number of securities previously issued

The Company has not previously issued Mr Adam Cadwallader under the scheme’s Plan since it was approved by shareholders on 17 November 2023.

(f) Material terms of the securities

The key terms of the Director Performance Rights are set out in Schedule 1 of this Notice. The Director Performance Rights are otherwise subject to the terms of the Plan. A summary of the key terms of the Plan is contained in Schedule 2 of this Notice.

(g) An explanation of why that type of security is being used

The primary purpose of the issue of the Director Performance Rights is to provide a retention incentive component in the remuneration package for Mr Adam Cadwallader to motivate and reward the performance of Mr Adam Cadwallader in his role as Managing Director & CEO. In addition, by providing Mr Adam Cadwallader with a portion of his remuneration in the form of Director Performance Rights under the Plan, the Company retains that additional cash that may otherwise have been used to remunerate Mr Adam Cadwallader for use in other aspects of its operations.

(h) Value of the Director Performance Rights

The Company’s management has considered the indicative theoretical value attributable to the Director Performance Rights at a valuation date of 27 September 2024. The Director Performance Rights have been valued on the basis of their non-market based conditions and have accordingly been ascribed a value equal to the current underlying security spot price.

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

Item	Director Performance Rights
Underlying security spot price	$0.018
Exercise price	Nil
Valuation Date	27 August 2024
Vesting Conditions	Refer terms and conditions of the securities in Schedule 1 of this Notice
Expiration date	30 November 2027
Performance/vesting period (years)	3.1
Share price volatility	60%
Number of Performance Rights	2,500,000
Valuation per Performance Right	$0.026
Total fair value	$65,000

MOTIO LTD AGM 2024

(i) Date of issue

The Director Performance Rights will be issued to Mr Adam Cadwallader as soon as practicable following Shareholder approval and in any event no later than three years after the date of the Meeting.

(j) Issue price

The issue price of the Director Performance Rights will be nil and no amount will be payable by the holder to exercise any Director Performance Rights that vest. As such, no funds will be raised from the issue or exercise of the Director Performance Rights.

(k) Material terms of the scheme

The key terms of the Director Performance Rights are set out in Schedule 1. The Director Performance Rights are otherwise subject to the terms of the Plan. A summary of the key terms of the Plan is contained in Schedule 2.

(l) Loans

No loan has been or will be given to Mr Adam Cadwallader relating to the grant of the Director Performance Rights.

(m) Required statements

Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 6 is approved and who were not named in this Notice will not participate until approval is obtained under ASX Listing Rule 10.14.

(n) Voting Exclusion statement

A voting exclusion statement is included in this Notice.

7.4 Sections 200B and 200E of the Corporations Act

The Corporations Act restricts the benefits that can be given by a company, without shareholder approval, to persons who hold (or have held within the previous three years) a managerial or executive office (as those terms are defined in the Corporations Act) upon cessation of their employment with the company or its related bodies corporate ( Relevant Person ).

Section 200B of the Corporations Act provides that a company may only give a benefit to a Relevant Person in connection with their ceasing to hold a managerial or executive office if approved by shareholders, or an exemption applies.

The Company’s approach in relation to grants of equity securities under current or future incentive plans (including the Plan) is to treat departing personnel appropriately having considered the relevant circumstances in which the person is ceasing employment, and in accordance with applicable laws and market practice. Accordingly, the Plan provides a discretion for the Board to determine, in certain circumstances, that some or all the options, performance rights or Shares issued to a person under the Plan will vest and be exercised (if unvested) following that person ceasing to be employed by the Company. To allow the Board to exercise the discretions it is entitled to exercise under the Plan, the Board has determined that it is appropriate to seek Shareholder approval of any exercise of discretion by the Board

MOTIO LTD AGM 2024

under the Plan that may constitute the giving of a benefit to a Relevant Person upon cessation of their employment with the company.

By virtue of holding the office of Managing Director & CEO of the Company, Mr Adam Cadwallader constitutes a Relevant Person for the purposes of section 200B of the Corporations Act. Accordingly, Shareholder approval is being sought for the purposes of sections 200B and 200E of the Corporations Act for the purposes of any deemed ‘termination benefits’ arising as a result of the future exercise of the Board’s discretion under the Plan in respect of the Director Performance Rights issued to Mr Adam Cadwallader. If Shareholder approval is obtained, the value of any deemed ‘termination benefits’ will be disregarded when calculating Mr Adam Cadwallader’s termination benefits cap for the purposes of subsection 200F(2)(b) or subsection 200G(1)(c) of the Corporations Act.

This approval does not guarantee that the Board will exercise discretions under the Plan in the manner set out above. Depending on the circumstances of any cessation of Mr Adam Cadwallader’s employment, he may not ultimately receive any ‘termination benefits’.

7.5 Information required by section 200E of the Corporations Act

(a) Value of the potential benefits

The amount and value of the potential benefits being approved is the maximum potential benefit that could be provided under the Plan as a result of the exercise of the Board’s discretion in respect to the treatment of the Director Performance Rights proposed to be issued to Mr Adam Cadwallader. The amount and value of the benefits that may be provided cannot be ascertained in advance. This is because various circumstances, matters and events will or are likely to affect the calculation of the amount and value of any potential benefit. These include:

(i) Mr Adam Cadwallader’s base salary at the time of cessation of employment;
(ii) the length of Mr Adam Cadwallader’s employment with the Company and/or its related bodies corporate and the portion of any relevant measurement periods that have expired at the time of cessation of his employment;
(iii) the number of equity securities (including Director Performance Rights) held Mr Adam Cadwallader prior to cessation of his employment and the number that the Board determines, in accordance with the Plan, to forfeit or leave on foot;
(iv) the Company’s Share price at the relevant time;
(v) any other factors that the Board determines to be relevant when exercising its discretion under the Plan (such as its assessment of Mr Adam Cadwallader’s performance until the time of cessation of his employment); and
(vi) any changes in law prior to the time of cessation of Mr Adam Cadwallader’s employment.

(b) Voting prohibition

A voting prohibition for Resolution 6 is set out in this Notice.

7.6 Chapter 2E of the 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 (as defined in the Corporations Act), the public company or entity must:

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

MOTIO LTD AGM 2024

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within one of the exceptions set out in Sections 210 to 216 of the Corporations Act.

For the purposes of Chapter 2E of the Corporations Act, a ‘related party’ of a public company includes, relevantly, a director of that company. The concept of ‘financial benefit’ is construed broadly and includes the issue of securities in a public company.

Accordingly, the issue of the Director Performance Rights pursuant to the Plan constitutes the giving a financial benefit by the Company, and Mr Adam Cadwallader is a related party of the Company for the purposes of Chapter 2E of the Corporations Act as he is Managing Director of the Company.

Under section 211(1) of the Corporations Act, shareholder approval is not required to be obtained for the giving of a financial benefit to a related party of a public company if the benefit is remuneration given to a related party of the company as an officer or employee of the company, and to give the remuneration would be reasonable given the circumstances of the company and the related party (including the responsibilities involved in the office or employment). The Directors consider that the proposed issue of Director Performance Rights to Mr Adam Cadwallader constitute part of Mr Adam Cadwallader’s remuneration and are reasonable in the circumstances of the Company and of Mr Adam Cadwallader, including the responsibilities involved in the office of Managing Director. However, as a matter of good corporate governance the Company has decided to provide Shareholders with the information that would be required to be provided by the Company if it was seeking Shareholder approval for the proposed issue of the Director Performance Rights pursuant to Chapter 2E of the Corporations Act. This information is set out in section 7.7.

7.7 Information required by Chapter 2E

The Company wishes to provide the following information to Shareholders regarding the Director Options and Director Performance Rights.

(a) Existing relevant interests

The relevant interests of Mr Adam Cadwallader in securities of the Company as at the Last Practicable Date prior to finalising this Notice, are set out below:

Director	Shares	Options	Performance Rights
Mr Adam Cadwallader	9,538,917	-	-

(b) Dilution

If the maximum number of Shares were issued to Mr Adam Cadwallader following exercise of vested Director Performance Rights, a total of 2,500,000 Shares would be issued. This would increase the number of Shares on issue from 268,198,346 (being the total number of Shares on issue as at the Last Practicable Date) to 270,698,346 (assuming that no Options are exercised and no other Shares are issued prior to the vesting and exercise of the Director Performance Rights) with the effect that the shareholding of existing Shareholders would be diluted by 0.9%.

(c) Trading history

The trading history of the Shares on ASX in the 12 months before the Last Practicable Date is set out below:

MOTIO LTD AGM 2024

	Price	Date
Highest price of Shares	$0.035	1 & 3 November 2023, ,4 5 & 6 September 2023.
Lowest price of Shares	$0.015	17 July 2024
Last closing price of Shares	$0.026	11 October 2024

(d) Other information

Except as otherwise set out in this section 6, the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolution 6.

7.8 Directors’ recommendation

Mr Adam Cadwallader declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution.

Mr Jason Byrne and Mr Harley Grosser recommend that Shareholders vote in favour of Resolution as the issue of Director Performance Rights will align the interests of Mr Adam Cadwallader with those of Shareholders by creating a stronger link between performance resulting in increased Shareholder value and reward to Mr Adam Cadwallader. Mr Adam Cadwallader will have a greater involvement with, and share in, any future growth and profitability of the Company.

In forming their recommendations, each Director considered the experience of Mr Adam Cadwallader and his existing and perceived ongoing contribution to the Company.

8. RESOLUTION 7 – ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER

8.1 General

Resolution 7 seeks Shareholder approval for the grant of 13,409,917 Long Term Incentive Rights to Managing Director & CEO Mr Adam Cadwallader (the Performance Units ).

The Directors (excluding Mr Cadwallader) have considered appropriate options for incentivising the Company senior executive team in the next phase of Motio’s growth and is now proposing the adoption of executive incentives to reward the executive team and Managing Director provided that the value created for Motio shareholders during the threeyear performance period ( Performance Period ) is in excess of a hurdle calculated by reference to 10% annualised growth in the Company’s share price from the start of the Performance Period on 1 July 2024 based on a base share price of $0.03 per share ( Threshold Hurdle ).

Providing the Threshold Hurdle has been achieved by the end of the Performance Period, Mr Cadwallader will be entitled to receive, in aggregate, 5% of the value created for shareholders above the Threshold Hurdle. This value sharing percentage will apply only to the ordinary shares on issue on 1 November 2024 and is capped at a maximum aggregate award of to all participants, of 26,819,834 new ordinary shares issued as Performance Units, subject to the Board retaining discretion to scale back the formulaic vesting of the incentives in line with corporate governance best practice.

Subject to Shareholder approval, Mr Adam Cadwallader will be allocated 50% of total Performance Units, being 13,409,917 Performance Units. The remaining Performance Units will be allocated to other senior executives at the Board’s discretion pursuant to the proposed

MOTIO LTD AGM 2024

renewed Plan the subject of Resolution 5 of this Notice. In the event Resolution 5 is not approved by Shareholders, the Performance Units will be issued pursuant to the Plan that was last approved by shareholders on 17 November 2023 and the remaining Performance Units to be issued to other senior executives will be issued pursuant to the Company’s available placement capacity under Listing Rule 7.1. The key terms of the Plan are set out in Schedule 2 of this Notice.

8.2 ASX Listing Rule 10.14

A summary of ASX Listing Rule 10.14 is set out in section 7.2 above.

The proposed issue of the Performance Units to Mr Adam Cadwallader requires Shareholder approval under ASX Listing Rule 10.14 as Mr Adam Cadwallader is the Company’s Executive Director, and the Performance Units are proposed to be issued under an employee incentive scheme. Accordingly, the Company is seeking Shareholder approval for the issue of the Performance Units to Mr Adam Cadwallader for the purposes of ASX Listing Rule 10.14.

If Resolution 7 is not passed the Company will not be able to issue the Performance Units to Mr Adam Cadwallader and will need to consider alternative methods of appropriately incentivising Mr Adam Cadwallader, including cash payments.

8.3 Technical Information required by Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to the ratification of the Performance Units:

(a) Name of the person

The Performance Units will be issued to Mr Adam Cadwallader (or his nominee).

(b) Category the person falls within

Mr Adam Cadwallader falls within the category set out in ASX Listing Rule 10.14.1 by virtue of being a Director.

(c) Number and class of securities proposed to be issued

The number of Performance Units to be issued pursuant to Resolution 7 is 13,409,917 Performance Units.

(d) Current total remuneration package

Mr Adam Cadwallader’s current total remuneration is $350,135 (which includes variable remuneration and superannuation payments).

(e) The number of securities previously issued

The Company has not previously issued Mr Adam Cadwallader under the scheme’s Plan since it was approved by shareholders on 17 November 2023. Resolution 6 seeks separate shareholder approval pursuant to the Plan for the issue of 2,500,000 Director Performance Rights on the terms and conditions set out in Schedule 1.

(f) Material terms of the securities

The key terms of the Performance Units are set out in Schedule 3 of this Notice. The Performance Units are otherwise subject to the terms of the Plan. A summary of the key terms of the Plan is contained in Schedule 2 of this Notice.

(g) An explanation of why that type of security is being used

MOTIO LTD AGM 2024

The primary purpose of the issue of the Performance Units is to provide a performance linked incentive to the Managing Director and executives provided that the value created for Motio Shareholders is in excess of a pre-defined hurdle measured over a three-year performance period.

In addition, by providing Mr Adam Cadwallader with a portion of his remuneration in the form of Performance Units under the Plan, the Company retains that additional cash that may otherwise have been used to remunerate Mr Adam Cadwallader for use in other aspects of its operations.

(h) Value of the Performance Units

The Company’s management has considered the indicative theoretical value attributable to the Performance Units at a valuation date of 27 September 2024. The Performance Units have been valued on a Black-Scholes valuation methodology set out below.

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

Item	Director Performance Rights
Underlying security spot price	$0.026
Vesting Hurdles (90-day VWAP prior to FYE) Year 1 - $0.033 Year 2 - $0.0363 Year 3 - $0.040	Year 1 – 4,469,972 Year 2 – 4,469,972 Year 3 – 4,469,973
Valuation Date	30 September 2024
Vesting Conditions	Refer terms and conditions of the securities in Schedule 3 of this Notice
Expiration date (5 years)	30 November 2029
Performance/vesting period (years)	5.17
Risk Free Rate:	3.99%
Share price volatility	60%
Number of Performance Rights	13,409,917
Valuation per Performance Right	Year 1 – $0.0234 Year 2 – $0.0235 Year 3 - $0.0235

MOTIO LTD AGM 2024

Total fair value	Year 1 – $104,776 Year 2 – $105,307 Year 3 - $105,307
Total fair value	$315,389

(i) Date of issue

The Performance Units will be issued to Mr Adam Cadwallader as soon as practicable following Shareholder approval and in any event no later than three years after the date of the Meeting.

(j) Issue price

The issue price of the Performance Units will be nil and no amount will be payable by the holder to exercise any Performance Units that vest. As such, no funds will be raised from the issue or exercise of the Performance Units.

(k) Material terms of the scheme

The key terms of the Performance Units are set out in Schedule 3. The Performance Units are otherwise subject to the terms of the Plan. A summary of the key terms of the Plan is contained in Schedule 2.

(l) Loans

No loan has been or will be given to Mr Adam Cadwallader relating to the grant of the Performance Units.

(m) Required statements

Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 7 is approved and who were not named in this Notice will not participate until approval is obtained under ASX Listing Rule 10.14.

(n) Voting Exclusion statement

A voting exclusion statement is included in this Notice.

8.4 Sections 200B and 200E of the Corporations Act

A summary of Sections 200B and 200E of the Corporations Act is set out in section 7.4 above.

MOTIO LTD AGM 2024

that it is appropriate to seek Shareholder approval of any exercise of discretion by the Board under the Plan that may constitute the giving of a benefit to a Relevant Person upon cessation of their employment with the company.

By virtue of holding the office of Managing Director & CEO of the Company, Mr Adam Cadwallader constitutes a Relevant Person for the purposes of section 200B of the Corporations Act. Accordingly, Shareholder approval is being sought for the purposes of sections 200B and 200E of the Corporations Act for the purposes of any deemed ‘termination benefits’ arising as a result of the future exercise of the Board’s discretion under the Plan in respect of the Performance Units issued to Mr Adam Cadwallader. If Shareholder approval is obtained, the value of any deemed ‘termination benefits’ will be disregarded when calculating Mr Adam Cadwallader’s termination benefits cap for the purposes of subsection 200F(2)(b) or subsection 200G(1)(c) of the Corporations Act.

8.5 Information required by section 200E of the Corporations Act

(a) Value of the potential benefits

(i) Mr Adam Cadwallader’s base salary at the time of cessation of employment;
(ii) the length of Mr Adam Cadwallader’s employment with the Company and/or its related bodies corporate and the portion of any relevant measurement periods that have expired at the time of cessation of his employment;
(iii) the number of equity securities (including Director Performance Rights) held Mr Adam Cadwallader prior to cessation of his employment and the number that the Board determines, in accordance with the Plan, to forfeit or leave on foot;
(iv) the Company’s Share price at the relevant time;
(v) any other factors that the Board determines to be relevant when exercising its discretion under the Plan (such as its assessment of Mr Adam Cadwallader’s performance until the time of cessation of his employment); and
(vi) any changes in law prior to the time of cessation of Mr Adam Cadwallader’s employment.
(b) Voting prohibition

A voting prohibition for Resolution 7 is set out in this Notice.

8.6 Chapter 2E of the Corporations Act

MOTIO LTD AGM 2024

(c) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(d) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within one of the exceptions set out in Sections 210 to 216 of the Corporations Act.

Accordingly, the issue of the Performance Units pursuant to the Plan constitutes the giving a financial benefit by the Company, and Mr Adam Cadwallader is a related party of the Company for the purposes of Chapter 2E of the Corporations Act as he is Managing Director of the Company.

8.7 Information required by Chapter 2E

The Company wishes to provide the following information to Shareholders regarding the Director Options and Performance Units.

(a) Existing relevant interests

The relevant interests of Mr Adam Cadwallader in securities of the Company as at the Last Practicable Date prior to finalising this Notice, are set out below:

Director	Shares	Options	Performance Rights*
Mr Adam Cadwallader	9,538,917	-	2,500,000*

Note: Performance Rights are subject to Shareholder approval pursuant to Resolution 6.

(b) Dilution

If the maximum number of Shares were issued to Mr Adam Cadwallader following exercise of vested Performance Units, a total of 13,409,917 Shares would be issued. This would increase the number of Shares on issue from 268,198,346 (being the total number of Shares on issue as at the Last Practicable Date) to 281,608,263 (assuming that no Options are exercised and no other Shares are issued prior to the vesting and exercise of the Performance Units) with the effect that the shareholding of existing Shareholders would be diluted by 4.7%.

MOTIO LTD AGM 2024

The trading history of the Shares on ASX in the 12 months before the Last Practicable Date is set out below:

	Price	Date
Highest price of Shares	$0.035	1 & 3 November 2023, ,4 5 & 6 September 2023.
Lowest price of Shares	$0.015	17 July 2024
Last closing price of Shares	$0.026	11 October 2024

(d) Other information

8.8 Directors’ recommendation

Mr Adam Cadwallader declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution.

In forming their recommendations, each Director considered the experience of Mr Adam Cadwallader and his existing and perceived ongoing contribution to the Company.

9. ENQUIRIES

Shareholders are required to contact the Company Secretary, Mr Matthew Foy, on (+61 2) 7227 2277 if they have any queries in respect of the matters set out in these documents.

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Glossary

$ means Australian dollars.

10% Placement Capacity has the meaning given to that term in section 5.1 of the Explanatory Statement.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the Chair of the Meeting.

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 dependent 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 person prescribed by the Corporations Regulations 2001 (Cth ).

Company means Motio Ltd (ACN 147 799 951).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors 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.

EDST means Australia Eastern Daylight Savings Time as observed in Sydney, NSW.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

MOTIO LTD AGM 2024

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Performance Units has the meaning set out in section 8.1 of this Notice.

Performance Period has the meaning set out in section 8.1 of this Notice.

Plan means the Motio Ltd Longer Term Incentive Plan.

Proxy Form means the proxy form accompanying the Notice.

Relevant Person has meaning set out in section 7.4 of this Notice.

Remuneration Report means the Remuneration Report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2024.

Resolutions means the resolutions set out in this Notice, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

Strike/Spill has the meaning in section 2.2 of this Notice.

Threshold Hurdle has the meaning set out in section 8.1 of this Notice.

VWAP means the volume weighted average price of trades in the Company’s shares.

MOTIO LTD AGM 2024

S C H E D U L E 1 – T E R M S A N D C O N D I T I O N S O F D I R E C T O R P E R F O R M A N C E R I G H T S

The terms and conditions of the Performance Rights proposed to be issued under the Plan are as follows:

a) Each Performance Right shall carry the right in favour of the holder to be issued one Share on satisfaction of the Director remaining employed by the Company as at 1 July 2025;
b) A Performance Right may only be exercised after that Performance Right has vested and before 30 November 2027 ( PR Expiry Date ). A Performance Right vests upon satisfaction of the relevant performance hurdle as determined by the Board.
c) An unvested Performance Right will lapse upon the first to occur of:
a. the relevant performance hurdle not being satisfied by PR Expiry Date;
b. termination of the holder’s employment or engagement with the Company on the basis that the holder acted fraudulently or dishonestly in relation to the Company; or
c. on certain conditions associated with a “change of control event” as that term is defined in the Long Term Incentive Plan.
d) A Performance Right which has vested but has not been exercised will lapse upon the first to occur of (i) the close of business on the PR Expiry Date, (ii) the transfer or purported transfer without the consent of the Board, (iii) the holder acting fraudulently or dishonestly in relation to the Company, or (iv) on certain conditions associated with a “change of control event” as that term is defined in the Long Term Incentive Plan.
e) Shares allotted to holders on exercise of Performance Rights shall rank from the date of allotment, equally with existing Shares in all respects and shall be issued for nil consideration.
f) Performance Rights shall not be listed for Official Quotation on ASX. The Company shall, in accordance with the Listing Rules, make application to have the Shares allotted pursuant to an exercise of Performance Rights listed for Official Quotation on ASX.
g) Performance Rights are not transferrable and have not voting rights.
h) There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders unless a Performance Right has vested and been exercised and a Share has been issued in respect of that Performance Right.
i) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the vesting of any Performance Rights, the number of Shares to which each holder is entitled upon exercise of the Performance Rights or any amount payable on exercise the Performance Rights or both will be adjusted in a manner determined by the Board which complies with the provisions of the Listing Rules to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions.
j) The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
k) The Performance Rights have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.
l) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Rights.

MOTIO LTD AGM 2024

S C H E D U L E 2 – S U M M A R Y O F T H E L O N G T E R M I N C E N T I V E P L A N

The Directors have adopted the Plan, to enable eligible persons to be granted options, performance rights and Shares ( Awards ), the principal terms of which are summarised below:

(a) ( Eligibility ) The Board may, in its absolute discretion, invite an “Eligible Person” to participate in the Plan. An “Eligible Person” means a person that is a “primary participant” (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company or an associated body corporate and has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) ( Offer ) Following determination that an Eligible Person may participate in the Plan, the Board may make an offer to that person by an offer letter setting out the terms of the offer and any Conditions which may apply to the offer or the Awards ( Offer Letter ).
(c) ( Issue Cap ) Unless the Company is unlisted or the Company constitution provides otherwise, the Company must not make an offer of Awards for monetary consideration under the Plan, where the total number of Shares to be issued under the Plan ( Plan Shares ) (or that will be issued upon conversion of convertible securities to be issued), when aggregated with the number of Plan Shares that may be issued as a result of offers made under the Plan, at any time during the previous 3 year period, would exceed 5% of the total number of Shares on issue at the date of the offer.

The Plan does not contain an issue cap on the number of Awards that may be issued for no monetary consideration, however the Board have decided to impose a cap of 40,000,000 Awards where no consideration is payable. This does not include the issue of Awards that are otherwise approved by Shareholders.

(d) ( Disclosure ) All offers of Awards under the Plan for no monetary consideration are made pursuant to Division 1A of Part 7.12 of the Corporations Act and accordingly the Company will not issue a disclosure document for such an offer.

If the Company makes an offer to issue Awards under the Plan for monetary consideration, the Company will comply with the disclosure requirements in Division 1A of Part 7.12 of the Corporations Act.

(e) ( Nature of Awards ) Each option or performance right entitles the holder, to subscribe for, or be transferred, one Share. Any Shares acquired as an Award or pursuant to the exercise of an Award will rank equally with all existing Shares from the date of acquisition.
(f) ( Vesting ) Awards may be subject to exercise conditions, performance hurdles or vesting conditions ( Conditions ). These Conditions must be specified in the Offer Letter to Eligible Persons. In the event that a takeover bid for the Company is declared unconditional, there is a change of control in the Company, or if a merger by way of a scheme of arrangement has been approved by a court, then the Board may determine that:
(i) all or a percentage of unvested options will vest and become exercisable;
(ii) all or a percentage of performance rights will be automatically exercised; and (iii) any Shares issued or transferred to a holder under the Plan that have restrictions (on their disposal, the granting of any security interests in or over, or otherwise on dealing with), will be free from any restrictions on disposal.
(g) ( Exercise Period ) The period during which a vested Award may be exercised will commence when all Conditions have been satisfied, waived by the Board, or are deemed to have been satisfied under the rules of the Plan and the Company has issued a vesting notification to the holder, and ends on the Expiry Date (as defined at (j)(iv) below).
(h) ( Disposal restrictions ) Awards granted under the Plan may not be assigned, transferred, novated, encumbered with a security interest (such as a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature) over them, or otherwise disposed of by a holder, other than to a nominated party (such as an immediate family member, trustee of a trust or company) in accordance with the Plan, unless:

MOTIO LTD AGM 2024

(i) the prior consent of the Board is obtained; or
(ii) such assignment or transfer occurs by force of law upon the death of a holder to the holder's legal personal representative.
(i) ( Cashless exercise ) Optionholders may, at their election, elect to pay the exercise price for an option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise of the option ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the optionholder will receive Shares to the value of the surplus after the exercise price has been set off.

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

(j) ( Lapse ) Unvested Awards will generally lapse on the earlier of:
(i) the cessation of employment, engagement or office of the holder;
(ii) the day the Board makes a determination that all unvested Awards and vested options of the holder will lapse because, in the opinion of the Board the holder has acted fraudulently or dishonestly, or is in material breach of his or her duties or obligations to the Company;
(iii) if any applicable Conditions are not achieved by the relevant time;
(iv) if the Board determines that any applicable Conditions have not been met and cannot be met prior to the date that is 5 years from the grant date of an Award or any other date determined by the Board and as specified in the Offer ( Expiry Date ); or
(v) the Expiry Date.

Where a holder of Awards ceases to be employed or engaged by the Company and is not a “Bad Leaver” (as that term is defined in the Plan), and the Awards have vested, they will remain exercisable until the Awards lapse in accordance with the Plan rules or if they have not vested, the Board will determine as soon as reasonably practicable after the date the holder ceases to be employed or engaged, how many (if any) of those holder’s Awards will be deemed to have vested and exercisable.

Where a holder becomes a “Bad Leaver” (as that term is defined in the Plan), all Awards, unvested or vested, will lapse on the date of the cessation of employment, engagement or office of that holder.

MOTIO LTD AGM 2024

S C H E D U L E 3 – T E R M S A N D C O N D I T I O N S O F P E R F O R M A N C E U N I T S

The terms and conditions of the Performance Units proposed to be issued under the Plan are as follows:

a) Each Performance Units shall carry the right in favour of the holder to be converted into one Share on satisfaction of certain conditions set out below:
b) Start Date : 1 July 2024 being the start of the financial year.
c) Performance Period : Performance is measured each year on 30 June for a three-year period ending on 30 June 2027.
d) Hurdle Rate : A Share price hurdle growth rate of 10% per annum in the Company’s share price will

apply, below which no value will be shared with the participant. Share price

	Year 1 Hurdle	Year 2 Hurdle	Year 3 Hurdle
	30 June 2025	30 June 2026	30 June 2027
90-day VWAP to FYE	$0.033	$0.0363	$0.04
Growth rate	10%	10%	10%

e) Value shared above the hurdle : Each year during the Performance Period, the value pool will be equal to the higher of zero and 10% of:
a. The number of shares on issue as at 1 July 2024 year multiplied by the volume weighted average share price over the 90 trading days ending 30 June each financial year; plus
b. The total value of dividends paid on the number of shares on issue as at 1 July 2024, including any special distributions, or share buybacks during the performance period; minus
c. The Hurdle Rate of the year being measured.
f) Dilution Limit : the maximum number of new shares that can be issued in form of nil-cost Performance Units under the plan to the CEO is 13,409,917 performance units.
g) Change of Control : A change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Performance Units will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Performance Units, the maximum number of Performance Units (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Performance Units that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Performance Units on the date of determination of vesting
h) A Performance Unit may only be exercised after that Performance Unit has vested and before 30 November 2029 ( PU Expiry Date ). A Performance Unit vests upon satisfaction of the relevant Threshold Hurdle as determined by the Board.
i) An unvested Performance Unit will lapse upon the first to occur of:
a. the relevant Threshold Hurdle not being satisfied by PU Expiry Date;
b. termination of the holder’s employment or engagement with the Company on the basis that the holder acted fraudulently or dishonestly in relation to the Company; or
c. on certain conditions associated with a “change of control event” as that term is defined in the Long Term Incentive Plan.
j) A Performance Unit which has vested but has not been exercised will lapse upon the first to occur of (i) the close of business on the PU Expiry Date, (ii) the transfer or purported transfer without the

MOTIO LTD AGM 2024

consent of the Board, (iii) the holder acting fraudulently or dishonestly in relation to the Company, or

(iv) on certain conditions associated with a “change of control event” as that term is defined in the Long Term Incentive Plan.

k) Shares allotted to holders on exercise of Performance Unit shall rank from the date of allotment, equally with existing Shares in all respects and shall be issued for nil consideration.
l) Performance Unit shall not be listed for Official Quotation on ASX. The Company shall, in accordance with the Listing Rules, make application to have the Shares allotted pursuant to an exercise of Performance Unit listed for Official Quotation on ASX.
m) Performance Unit are not transferrable and have not voting rights.
n) There are no participating rights or entitlements inherent in the Performance Unit and holders will not be entitled to participate in new issues of capital offered to Shareholders unless a Performan Performance Unit has vested and been exercised and a Share has been issued in respect of that Performance Unit.
o) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the vesting of any Performance Units, the number of Shares to which each holder is entitled upon exercise of the Performance Units or any amount payable on exercise the Performance Units or both will be adjusted in a manner determined by the Board which complies with the provisions of the Listing Rules to ensure that no advantage or disadvantage accrues to the holder as a result of such corporate actions.
p) The Performance Units do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
q) The Performance Unit have no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.
r) Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Performance Unit.

MOTIO LTD AGM 2024

for Securityholder registration.

Motio Ltd | ABN 43 147 799 951

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you

Your proxy voting instruction must be received by 10.00am (AEDT) on Tuesday, 12 November 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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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:

[email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au

PHONE:

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Motio Ltd, to be held at 10.00am (AEDT) on Thursday, 14 November 2024 at Level 8, 140 Arthur Street, North Sydney, NSW 2060 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

AMPL
STEP 2 - Your voting direction
Resolutions
For
Against
Abstain
1
ADOPTION OF REMUNERATION REPORT
2
SPILL RESOLUTION
3
RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER
4
APPROVAL OF 10% PLACEMENT CAPACITY– SHARES
5
RENEWAL OF LONG TERM INCENTIVE PLAN
6
ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER
7
ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER	MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER	MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER	MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER	MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER	MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER	MPLE Appoint the Chair of the Meeting (Chair)OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled vote except Resolution 2, in which the Chair will vote AGAINST. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 5, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. STEP 2 - Your voting direction Resolutions For Against Abstain 1 ADOPTION OF REMUNERATION REPORT 2 SPILL RESOLUTION 3 RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER 4 APPROVAL OF 10% PLACEMENT CAPACITY– SHARES 5 RENEWAL OF LONG TERM INCENTIVE PLAN 6 ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER 7 ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER
SA Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY)
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MOTIO LTD — AGM Information 2024

65390_rns_2024-10-14_137402d7-fe59-4dfb-9f23-24e2f2359311.pdf

Notice of Annual General Meeting

Contents

Important Information

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

Voting Prohibition

Business of the meeting

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT CAPACITY– SHARES

5. RESOLUTION 5 – RENEWAL OF LONG TERM INCENTIVE PLAN

Voting Prohibition Statement:

6. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER

Voting Exclusion:

Voting Prohibition Statement:

Voting Exclusion:

Voting Prohibition Statement:

Explanatory Statement

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

2.4 Chair voting undirected proxies

2.5 Additional Information

3. RESOLUTION 2 – SPILL RESOLUTION

3.1 General

3.2 Additional information

4.

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR HARLEY GROSSER

5.1 General

(A x D) – E

ASX Listing Rule 7.1A Requirements

6. RESOLUTION 5 – RENEWAL OF LONG TERM INCENTIVE PLAN

6.1 Background

6.2 Listing Rule Requirements

(d) Voting exclusion

6.3 Directors’ Recommendation

7. RESOLUTION 6 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR ADAM CADWALLADER

7.1 General

7.2 ASX Listing Rule 10.14

7.3 Technical Information required by Listing Rule 10.15

(a) Name of the person

(b) Category the person falls within

(c) Number and class of securities proposed to be issued

(d) Current total remuneration package

(f) Material terms of the securities

(h) Value of the Director Performance Rights

(j) Issue price

(k) Material terms of the scheme

(l) Loans

(m) Required statements

(n) Voting Exclusion statement

7.4

Sections 200B and 200E of the Corporations Act

7.5

Information required by section 200E of the Corporations Act

(a) Value of the potential benefits

(b) Voting prohibition

7.6 Chapter 2E of the Corporations Act

7.7 Information required by Chapter 2E

(a) Existing relevant interests

(b) Dilution

(c) Trading history

(d) Other information

7.8 Directors’ recommendation

8. RESOLUTION 7 – ISSUE OF PERFORMANCE UNITS TO DIRECTOR ADAM CADWALLADER

8.1 General

MOTIO LTD AGM Information 2024