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NUIX LIMITED AGM Information 2021

Nov 29, 2021

65464_rns_2021-11-29_aae6ea0d-ab61-4b09-9514-4cfacc42f8c1.pdf

AGM Information

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30 November 2021

MARKET RELEASE

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Annual General Meeting 2021

Chairman and Group CEO Addresses, Trading Update

Sydney, Australia – Nuix Limited (ASX:NXL) will hold its 2021 Annual General Meeting (AGM) virtually today at 10.30am AEDT.

The addresses to shareholders to be delivered by the Chairman, Hon Jeff Bleich, and the Group Chief Executive Officer (CEO), Rod Vawdrey are attached.

The CEO’s address contains trading update commentary for the four months ending October 2021.

The accompanying slides are also attached.

This announcement has been authorised by the Board of Nuix.

Investor Contact Media Contact Brett Dimon Helen McCombie Head of Investor Relations Citadel-MAGNUS +61 (0)410 671 357 +61 (0)411 756 248 [email protected] [email protected]

About Nuix

Nuix is a leading provider of investigative analytics and intelligence software, with the vision of “finding truth in a digital world”. Nuix helps customers to process, normalise, index, enrich and analyse data from a multitude of different sources, solving many of their complex data challenges. The Nuix platform supports a range of use cases, including criminal investigations, financial crime, litigation support, employee and insider investigations, legal eDiscovery, data protection and privacy, and data governance and regulatory compliance. Headquartered in Sydney, Australia, Nuix licenses its software to more than 1,000 customers across 79 countries in North America, Asia Pacific and EMEA.

For further information, please visit investors.nuix.com

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

Chairman’s Address

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Jeffrey Bleich Chairman

Welcome to Nuix’s first AGM as a publicly listed company. I’m Jeff Bleich and it is my privilege to serve as the Chair of Nuix. It has been nearly a full year since Nuix listed on the ASX. Some of the things we all believed then – that the pandemic had peaked, or that the U.S. was beginning an orderly transition of power - turned out differently than we’d imagined. I hope you and your loved ones have been healthy and safe through these turbulent times. But looking back, despite a year of unexpected challenges, I am very proud of the resilience Nuix has demonstrated, and what we have achieved.

Throughout the year, we have kept our eyes forward, and stayed focused on the three pillars of our Company – our innovative people, our inspiring customers, and our extraordinary technology that promise to bring understanding and structure to a digital world. Since its founding two decades ago, Nuix has anticipated and adapted to the challenges of finding patterns and meaning in structured, semi-structured and unstructured data at scale and speed. Throughout this time, its purpose has remained constant – finding truth in a digital world. Our core technology - built around the Nuix Engine - accomplishes this in a unique and proprietary fashion that enables world-class solutions. Nuix has earned the commitment of some of the most respected organisations in the world and propelled a once-small Sydney-based company to becoming a global leader in a vital space.

Today, Nuix is a leading provider of investigative analytics and intelligence software with more than 480 staff worldwide serving over 1,000 customers across 79 countries.

This past year is only the beginning. The amount of data in this world will continue to grow at a mindaltering pace and the need to find the truth in this data will grow ever-more urgent. Our software platform is evolving to keep up with the needs of our customers and capitalize on the shift to data in the cloud. Likewise, our company needs to mature to manage these demands. And so, our Company too is evolving to have the structures in place to become a truly best-in-class publicly listed company.

DEMONSTRATING RESILIENCE AND ADAPTABILITY

We have been candid with you and with ourselves about where we have performed and where we have fallen short. While our FY21 revenue results did not meet our initial expectations, we faced that disappointment head on, and delivered a solid financial performance across statutory revenue, Annualised Contract Value (ACV) and earnings before interest, tax, depreciation and amortisation (EBITDA). We have continued to experience low churn, a strong increase in multi-year deals and a rise

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

in consumption (including SaaS) licenses. We finished the year with a strong balance sheet and net cash of $71 million.

Among the many tests faced in the early part of its life as an ASX-listed company, Nuix encountered varied Covid-19-related impacts on our operations and customers, an extended transition of government administration in the United States following the November 2020 election, and unusual levels of critical attention.

Nuix demonstrated resilience through the volatile pandemic conditions across all of our international markets. Our people worked tirelessly to ensure continuity of our client services. Even in the lowest moments, their passionate commitment and energy to our customers, our products, and our mission, were evident across the entire organisation.

A strong endorsement of the strength and uniqueness of our technology is that our customers have overwhelmingly stuck with us. This is not out of sentimentality. It is because of the tremendous value our solutions bring to their operations. We are grateful to them and committed to continuously raising our game to carry on delivering the highest standard of technical excellence and support. When we help them achieve their ambitions, everyone benefits.

We recognise that our people are our most important asset and as an organisation we have concentrated on our valued team members around the globe. One of our efforts this year was ensuring they have the necessary support and incentives to deliver future success for our business.

Nuix continues to attract great talent, welcoming many dozens of new people last financial year, including a new world-class Chief Financial Officer in Chad Barton, two outstanding Solutions leads in Abdes Afras and Oliver Harvey, and other deeply talented leaders. And next Monday December 6[th] we will be adding yet another great leader – our exceptional new CEO in Jonathan Rubinzstein. As we look forward to FY22, Jonathan and our team will continue to work to attract the very best people and keep investing for growth, particularly in sales and engineering roles.

STRENGTHENING OUR GOVERNANCE

I’d like to draw some special focus on efforts to mature our governance this past year. As you know, the transition from private to public ownership had disappointments, and we recognise the toll this took on everyone – including those of us at Nuix – who had higher hopes for the year. But the measure of a company’s governance is not whether it has ever experienced surprises or disappointments, but whether it confronts them honestly, acknowledges any shortcomings and takes actions to improve.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

The Board and senior management have acted to continue to strengthen our governance structures and we have been listening carefully to our stakeholders so that we take the right measures to achieve their aspirations for us. We understand that confidence is not a right but can only be earned. So, we expect it to take time, but we are doing the things required to restore fully the trust and confidence of the market, including all of our valued shareholders. Hiring our new, highly accomplished Head of Investor Relations, Brett Dimon, adding new metrics and materials to our year-end results, expanding the scope of our audited FY 2021 financials, making executives and board members available to meet with the investor community and increasing the number of directors with distinguished service to ASXlisted companies, all reflect our commitment to enhancing our engagement with the market and to meeting your expectations. We have reinforced our systems. And we have done the work necessary to be confident about our future. We stand by our financial accounting and disclosure processes including those that underpinned the development of our Prospectus.

We take every concern seriously and have structures and people to resolve them. We established an Independent Board Sub-Committee in May to examine and address concerns that includes independent Non-Executive Directors Sir Iain Lobban and Sue Thomas, both eminent individuals with outstanding track records in their respective careers and past Board roles. Sir Iain is the former head of the Government Communications Headquarters, the British signals intelligence agency, and a person of impeccable standing who brings unparalleled industry insights to the Board. As head of the Audit and Risk Committee, Sue has brought decades of experience applying critical and objective analysis to financial reports and applying exacting standards honed during her career as an executive, and as an Independent Director. She has played a crucial role in overseeing the audit of our FY21 financial statements and has worked tirelessly in recent months to support Chad and all of the finance team.

We have seen progress and an encouraging momentum. The effort to expand our Board confirmed this. We drew an exceptional field of candidates, leading to the additions of skillful and experienced Non-Executive Directors Jackie Korhonen and Rob Mactier in October. I am delighted that Rob has been elevated to the position of Deputy Chair. Nuix is a truly global organisation and its Board, with members across three continents, reflects that profile. Having Rob on the ground in Sydney as my Deputy will assist in the management of our Board affairs and further strengthen our governance. We also recently announced that Jackie will take on the Chair of our Remuneration and Nominations Committee, in which I know she will provide excellent stewardship of this important function. I give thanks to Dan Phillips, who as outgoing Chair of the RNC led the CEO and CFO recruitment process in

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

recent months. Dan continues as a valued member of the Board and brings passion and extraordinary knowledge of Nuix to the table.

You will hear from Jackie and Rob a little later in the meeting.

This process of listening to our stakeholders, re-examining, and taking actions is not a one-time effort – our actions here reflect our core values. We will continue to engage transparently and in good faith with our key stakeholders, including our regulators. That work remains. There are ASIC investigations that relate directly or indirectly to Nuix, recent class actions concerning the same issues, and an outstanding legal proceeding with a former CEO about his claimed compensation. At this point in time, we have no further updates on these investigations or the lawsuits. But if or when there are material updates, we will promptly advise the ASX. We want our leadership of this company to be known not simply for doing things right, but for doing the right thing. Our commitment to you is that we will handle these professionally and responsibly, and consistent with our commitment to finding truth.

CARING FOR OUR PEOPLE AND COMMUNITIES

Our CEO, Rod Vawdrey will be speaking to results this past year and offering insights about the year ahead for Nuix operations. But one area that I would like to call out is something that does not appear on the bottom line – our commitment to helping the people and communities we serve. Nuix remains committed to promoting the wellbeing of our team members and contributing to the communities wherever we operate.

This past year, we have implemented a global wellbeing program enabling our team members by providing them ready access to resources that enhance their health and wellness, and make them even better colleagues, partners, parents, and community members. We offer them access to resources and activities, fitness initiatives and a range of other programs. Our employee social groups have also driven their own initiatives in each region to promote wellness.

In 2020, we formalised The Nuix Foundation to protect and defend vulnerable groups by donating software and services to agencies and not-for-profit organisations. During FY21, the Foundation supported Freeland and TRAFFIC, enabling these organisations to combat the horror of illegal human trafficking as well as the tragic exploitation of rare and endangered species through wildlife trafficking.

The Foundation has also supported a range of projects to deliver positive learning outcomes at all levels in digital discovery and forensics, as well as building schools, providing literacy materials, and sponsoring higher education paths.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

LOOKING FORWARD TO THE FUTURE

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Looking ahead at our business itself, we are already hard at work writing the next chapter of the Nuix story.

Part of this chapter involves a new CEO to steer the Company towards its full potential. Thanks to Rod Vawdrey’s willingness to announce his retirement plans early, so that we could conduct a broad, global search, and effective CEO transition, we are delighted that we have been able to identify and select an outstanding successor before this meeting. What is more, we announced that Jonathan Rubinsztein will take the reins as the new CEO of Nuix starting next week, earlier than our initial expectations of late January. Jonathan is a seasoned technology executive with a track record of leading dynamic organisations in international environments. He brings a deep understanding of our requirements and opportunities, and a successful record of steering an ASX-listed entity through a period of transformation and growth. Our Board was especially impressed with Jonathan’s strategic thinking, global viewpoint, tremendous energy, commitment to culture, and devotion to Nuix’s organisational mission.

Jonathan is not on the call today, but we agreed that it would be a nice opportunity for him to say a few words to the shareholders of Nuix which we have pre-recorded. He looks forward to meeting all our stakeholders in person once he officially begins next week.

Thank you, Jonathan. As you can see, we have found someone just as passionate as we are about Nuix. We truly believe that Nuix is better-positioned than ever to succeed over the long-term.

Our technology remains best-in-class, our customers have shown that they understand the unique value we are able to provide, and we have strengthened our team and matured our structure to capture the significant market opportunity ahead of us.

Once again, I would like to thank all Nuix team members for their commitment and resilience this year. And I am grateful to you, our shareholders, for your ongoing confidence and support.

Finally, I would also like to take this opportunity to thank Rod Vawdrey. Today is his swan song as CEO of Nuix, and he leaves us with a record of achievement and a passion for Nuix that made it possible for Nuix to be the world-leading company it is today. Rod has been the CEO for the past five years and enabled the company to list on the ASX to accelerate its growth potential. I am grateful for his service. Right up to this point, Rod has been working to lay the groundwork for future success, helping transition Jonathan to his new role, and ensuring the leadership team is in good stead. Rod, you have

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

shown tremendous drive and passion for Nuix and its people, and we thank you for all you have done to grow and strengthen the business.

With that I would now like to turn it over to Rod to give a CEO address to shareholders.

Group CEO’s Address and Trading Update

Rod Vawdrey Group CEO

Thank you, Chairman and good morning, everyone.

Three key pillars underpin the strength of the Nuix offering: our technology, our customer base and our people.

Nuix is truly a global business, with more than 1,000 customers across the globe, generating nearly 90% of revenue outside Australia. We have strong relationships with our loyal, and well-diversified customer base, many who have been with us for 10 years plus. Our technology is best in class, supported by a talented and highly-driven pool of people.

The global pandemic has presented a unique challenge for everyone. During the financial year, most of our staff worked from home, and we saw enormous resilience and flexibility from our people.

Marketing events, customer engagement and training shifted to virtual settings, as our people pivoted to interact with our client base, in the most appropriate ways given the circumstances.

I’d like to take this opportunity to sincerely thank the Nuix team for the way they’ve responded to these challenges, and for the way our customers have responded with a continued commitment to the Nuix offering.

Our first year as a listed entity presented a range of challenges to Nuix. We were not able to meet all of our original prospectus forecasts and as Jeff mentioned, we acknowledge the impact this had on our stakeholders.

I’ll briefly revisit our financial results for FY21, which highlighted the recurring nature of our revenue and sticky customer base. Statutory revenue came in at $176.1 million, up 0.1% on the previous year and up 7.4% on a constant currency basis. Annualised Contract Value (ACV) was $165.6 million at 30 June 2021, down 1.7% on the same time last year and up 4.1% on a constant currency basis. Pro forma EBITDA rose to $67.0 million, up 20.9% on the prior year and up 31.9% on a constant currency basis.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

Our relationships with our customers remain strong, highlighted by our low churn figure and increase in subscription revenue. Customer relationships are an important area of strength for Nuix. Nuix is trusted and valued by organisations all around the world. We work closely with customers to make sure their complex needs are met in a sophisticated and trusted way.

During the course of the year, Nuix faced several headwinds in addition to the pandemic. In particular, foreign exchange movements weighed on some of our metrics, as did the shift to consumption licences. This latter issue, the shift to consumption-based licences, is a trend that does present some near-term headwinds, but benefits Nuix in the medium to longer term as we become more aligned with the exponential growth in data volumes and how our customers are choosing to consume our software.

Nuix made important progress on a number of key initiatives during the financial year. In Australia, we had important wins with government agencies and law firms. We signed two important Discover SaaS deals with tier-1 global law firms in the US, as well as important multi-year contracts with major advisory firms in EMEA. In Germany, we welcomed 27 new SaaS customers and new employees were onboarded for our expansion into Southern Europe.

While this was happening, we continued to drive our Research and Development program. During FY21 our R&D team developed important connectors into market leading business and productivity applications, as well as the ability to quickly review chat messages in Discover and Investigate. We were able to open up new markets with localised versions of Discover and Investigate, as well as develop support for additional mobile forensics platforms.

In addition, we made important progress on FedRAMP accreditation in the US and iRAP in Australia, which are key initiatives for the organisation. These accreditations will open up new opportunities for our business across both Government and Corporate sectors.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

TRADING UPDATE

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We are now several months into the new financial year, and in a position to provide some commentary on trading for the four months to the end of October. I’ll first provide an overview, followed by some more specific detail.

We have seen a lift in revenue compared to the same time last year, driven by multi year deals, although it is worth noting that Nuix’s revenue profile does fluctuate, and this revenue growth is not necessarily predictive of growth over the remainder of the year. Our Annualised Contract Value (ACV) is flat compared to the FY21 Result.

As flagged at the FY21 Results, Nuix is investing in, and accelerating, our product development pipeline, including Engine as a Service. In addition, we are building and enhancing our Sales and Distribution capability as planned. The labour market, particularly for engineers, remains very tight, and this has contributed to a lift in our employee retention and recruitment costs. We have also experienced a large increase in non-operational legal costs. All of these factors have contributed to a material increase in our cost base in the financial year to date.

Accordingly, pro forma EBITDA is down on the prior corresponding period, as a result of the large and ongoing increase in our cost base. As an organisation, Nuix is investing for growth, with the benefits of this increased level of investment to flow in future periods.

Getting into the detail a little more, Statutory Revenue for the four months ending October was up circa 10% on the same period last year, in both reported and constant currency. This increase has been driven by the re-signing of a major advisory contract on a multi-year consumption licence, along with other significant multi-year deals with existing customers. In addition, this period also saw the benefit of some deals which had slipped from the previous financial year.

Offsetting this, new customer revenue is currently tracking around 40% lower than the same time last year.

As I touched on earlier, Nuix’s revenue profile is variable over the course of the fiscal year, with December and June being particularly critical months for contract signing, so this level of growth early in the financial year is not necessarily predictive of the remainder of the year.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

As we discussed at the FY21 result, Nuix is leaning forward to invest in further sales, distribution and development capabilities, given the medium-term opportunities available to us. In addition, we are continuing our work on migration of the core engine to a SaaS offering and other development work. Given this investment, Pro forma EBITDA for the four months ending October is down around 27% in both reported and constant currency, compared to the same time last year. As mentioned, we have seen a material increase in legal costs, of about $4m this year to date. These costs will reduce over time but are ongoing while investigations and claims are underway.

Annualised Contract Value , or ACV, is a measure we use to consider the run-rate of our business, and is particularly useful in that it strips out the sometimes volatile impacts of multi-year deals on revenue. Our ACV is tracking in line with the run rate we reported at the FY21 results in both reported and constant currency. Subscription ACV , which is a subset of total ACV, is also tracking in line with the FY21 result, highlighting the recurring nature of the majority of Nuix’s revenue streams.

We’ve mentioned before the transition occurring to consumption-based licences. Our Consumption ACV has grown in excess of 20% since the full year result, again partly due to that big contract change I mentioned earlier.

Churn remains low and is in line with our very low rate at the full year result, to now sit at 3.6%.

Net dollar retention has improved since the result, at 97.5% in reported currency and 102.6% in constant currency.

Nuix’s balance sheet remains robust with net cash of $57m as at 22 November. The reduction since the FY21 result incorporates the approximately $7m initial investment in Topos Labs as well as the overall increased investment in the business.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

TOPOS ACQUISITION UPDATE

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In September we announced the acquisition of Topos, a developer of Natural Language Processing software, based in Boston. The Topos artificial intelligence platform is designed to reduce the workload on data reviewers and analysts by surfacing relevant or risky content faster. It also has the potential to offer user-friendly dashboards and the ability for more customisable solutions.

With financial close now well behind us, integration processes are underway with the Topos team, which is now referred to as the Nuix NLP team.

We have finalised the terms for a proof-of-concept trial with a global public sector contractor, and a broader proof of concept program is now being finalised to support early interest from customers wanting to be part of an early adopter program.

We continue to hire to build out our NLP capability, including hiring, to support Spanish language capability.

Our Product, Solutions and Engineering teams continue to focus on innovation within and extending our portfolio, to address the increasing file types and use cases that set Nuix apart from its competitors.

We’ve spoken about the passion and drive of the Nuix team multiple times. As an organisation Nuix is driven by a sense of purpose – bringing structure from chaos and contributing to the greater good of society. It’s this mission that moves us forward as an organisation and is a critical reason so many quality people are drawn to Nuix. Finding truth in a digital world.

In June, I announced my intention to retire from Nuix. It has been an enormous privilege to lead Nuix over the past six years plus, and to be a part of Nuix’s transition to a truly global company.

During my time Nuix has almost doubled the team and introduced world class Enterprise selling, support and Engineering talent. We have more than doubled average transaction values while attracting an unmatched customer base of the world’s leading Government and Enterprise clients. I sincerely believe we have one of the most passionate, customer focussed and talented team in the global software space helping our customers solve many of the most complex and difficult investigative challenges in the world. Our team constantly goes beyond to help save lives, catch bad guys and improve the security and safety of our customers and their customers.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

It's been a privilege working with the Nuix team and I want to acknowledge and thank our extraordinary team for the amazing efforts that they go to every day. There have been some challenges over the last year, and the Nuix team has consistently risen to meet those challenges.

I will leave Nuix in the next few weeks confidently knowing the business and our customers are in safe hands. And I believe Jonathan Rubinsztein is the right leader to take Nuix to even greater heights.

I look forward to watching Nuix’s progress and I wish the organisation every success for the future.

Nuix – Level 27, 1 Market Street, Sydney NSW 2000 – www.nuix.com

ANNUAL GENERAL MEETING 2021

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WELCOME

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NUIX BOARD

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Jeffrey Bleich Non-Executive Chairman

Jacqueline Korhonen Non-Executive Director

Sir Iain Lobban Non-Executive Director

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Rod Vawdrey Executive Director and Group Chief Executive Officer

Robert Mactier Non-Executive Director

Daniel Phillips Non-Executive Director

Sue Thomas Non-Executive Director

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MEETING INFORMATION

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AGENDA

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CHAIRMAN’S ADDRESS

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GROUP CEO’S ADDRESS AND TRADING UPDATE

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FY21 FINANCIAL HIGHLIGHTS

Statutory Revenue

Annualised Contract Value (ACV)

Pro forma EBITDA

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FY21 HIGHLIGHTS

Operational

  • » Australia: key wins with government agencies and law firms

  • » USA: two Discover SaaS deals with tier-1 global law firms

  • » EMEA: Multi-year advisory contracts and new SaaS customers

Research & Development

  • » Connectors into business and productivity applications

  • » Quickly review chat messages in Discover and Investigate

  • » Localised versions of Discover and Investigate

  • » Support for additional mobile forensics platforms

  • » Further progress on FedRamp accreditation

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TRADING UPDATE - QUALITATIVE DRIVERS Four months to October 2021[1 ]

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TRADING UPDATE (CONT)

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TRADING UPDATE (CONT)

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TOPOS UPDATE

  • » Announced September

  • » Integration underway

  • » Finalised terms for proof-of-concept trial

  • » Continue to build out Natural Language Processing capability

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CONCLUDING REMARKS

Nuix Limited Presentation Title

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DISCLAIMER

The material contained in this document is a presentation of general information about Nuix Limited’s activities current as at the date of this presentation (30 November 2021). It is provided in summary and does not purport to be complete.

This information has been prepared by Nuix Limited without taking account of any person's objectives, financial situation or needs and because of that, you should, before acting on any information, consider the appropriateness of the information having regard to your own objectives, financial situation and needs. You should not rely upon it as advice for investment purposes. These factors should be considered, with or without professional advice, when deciding if an investment is appropriate.

To the extent permitted by law, no responsibility for any loss arising in any way (including by way of negligence) from anyone acting or refraining from acting as a result of this material is accepted by Nuix Limited, including any of its related bodies corporate.

This document may contain forward looking statements with respect to the financial condition, results of operations, and business strategy of Nuix Limited. These forward-looking statements are based on estimates, projections, and assumptions made by Nuix Limited about circumstances and events that have not yet taken place. Although Nuix Limited believes the forward-looking statements to be reasonable, they are not certain. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that are in some cases beyond Nuix Limited’s control, and which may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results). Nuix Limited makes no representation or warranty as to the accuracy of any forward-looking statements in this document and undue reliance should not be placed upon such statements.

Forward-looking statements may be identified by words such as “aim”, “anticipate”, “assume”, “continue”, “could”, “estimate”, “expect”, “intend”, “may,” “plan”, “predict”, “should”, “will”, or “would", or the negative of such terms or other similar expressions that are predictions of or otherwise indicate future events or trends.

The forward-looking statements included in this document speak only as of the date of this document. Nuix Limited does not intend to update the forward-looking statements in this document in the future.