NOVATTI GROUP LIMITED — Proxy Solicitation & Information Statement 2024

Jan 14, 2024

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15 January 2024

Dear Shareholder

GENERAL MEETING – NOTICE AND PROXY FORM

Novatti Group Limited (ASX:NOV) ( Novatti or Company ), advises that a General Meeting of the Company is scheduled to be held as follows:

Time and date: 3.00pm (AEDT) on Wednesday, 14 February 2024 In-person: William Buck - Spring & Exhibition Rooms, Level 20, 181 William Street Melbourne Vic. 3000 Virtually: Via a web-based meeting portal

Notice of Meeting

The Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement are being made available to shareholders electronically and can be viewed and downloaded from:

• the Company’s website at https://announcements.novatti.com; and

• the ASX market announcements page under the Company’s code “NOV”.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting. Shareholders may also request an email copy or a paper copy of the Notice of Meeting by emailing the Company Secretary at steven.stamboultgis@novatti.com.

Participation and voting at the Meeting

The Meeting is being held virtually via a web-based meeting portal as well as in person. The Company has put in place processes for shareholders to participate in the virtual meeting that is equivalent to attending in person. Shareholders who choose to attend the virtual Meeting, will be able to:

• view the Meeting live;

• exercise a right, orally and in writing, to ask questions and make comments; and

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• cast votes in real time on a poll during the Meeting.

Details of how shareholders will be able to vote via proxy prior to the Meeting or by poll during the Meeting (though the Company strongly encourages shareholders to vote via proxy) are set out in detail in the Notice of Meeting.

To pre-register your attendance at the virtual meeting, please click on the following link: = https://us02web.zoom.us/s/86495590713?pwd c25DZUpMeVJ6N0poSmI4MWhrWmxHQT09

The Notice of Meeting and accompanying explanatory statement should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Yours faithfully

Steven Stamboultgis Company Secretary

Novatti Group Limited (ASX:NOV) ABN 98 606 556 183 Head Office: Level 3, 461 Bourke Street, Melbourne VIC 3000 Australia

investorrelations@novatti.com

www.novatti.com

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Novatti Group Limited | ABN 98 606 556 183

Your proxy voting instruction must be received by 03.00pm (AEDT) on Monday, 12 February 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

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/#/homeShareholders 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 KMP. 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://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor 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. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: 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 General Meeting of Novatti Group Limited, to be held virtually at 03.00pm (AEDT) on Wednesday, 14 February 2024 and physically at William Buck, Spring & Exhibition Rooms, Level 20, 181 William Street, Melbourne VIC 3000 hereby:

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 to vote.

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.

VIRTUAL PARTICIPATION AT THE MEETING:

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

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To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

Resolutions																			For	For			Against	Against	Against	Abstain	Abstain
1 Ratification of prior issue of Secured Convertible Notes (Tranche 1)		– Listing Rule			7.4
2 Approval for issue of Secured Convertible Notes (Tranche 2) – Listing Rule 7.1
3 Approval for issue of Options to Secured Convertible Note recipients –			Listing Rule 7.1
4 Approval for issue of Unsecured Convertible Notes and Options (Peter Pawlowitsch) – Listing										Rule 10.11
5 Approval for issue of Unsecured Convertible Notes and Options (Peter Cook) – Listing Rule 10.11
6 Approval for issue of Unsecured Convertible Notes and Options (Mark Healy) – Listing Rule									7.1
7 Approval for issue of SPP Securities – Listing Rule 7.1
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)
												/						/
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).