ORCODA LIMITED — AGM Information 2025

Sep 25, 2025

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Dear Shareholder,

Annual General Meeting – Letter to Shareholders

Orcoda Limited (ASX: ODA) (“ODA" or the “Company”) advises that an Annual General Meeting of Shareholders will be held at 11.00 am (AEST) on Tuesday, 28 October 2025 as a virtual meeting (Meeting) .

In accordance with Part 1.2AA of the Corporations Act 2001 , the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form.

The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://orcoda.com/investors/.

Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX: ODA).

This Notice is given based on circumstances as at the date of this letter. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://orcoda.com/investors/.

Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Virtual Meeting

The Company is pleased to provide shareholders with the opportunity to attend and participate in the virtual Meeting through an online meeting platform powered by Automic.

Shareholders who have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au, and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

Further instructions on how to access the virtual meeting are included in the Notice of Meeting.

Your vote is important

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

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting.

Shareholders attending the meeting virtually and wishing to vote on the day of the meeting can find further instructions on how to do so in the Notice of Meeting. Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

Orcoda Limited Unit 11 / 8 Navigator Place, Hendra, QLD, 4011 Australia Tel 1300 672 632 www.orcoda.com

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Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Log into the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
By post	Completing the enclosed Proxy Form and posting it to: Automic, GPO Box 5193, Sydney NSW 2001
By hand	Completing the enclosed Proxy Form and delivering it by hand to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au

Your Proxy instruction must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Yours faithfully,

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Brendan Mason Chair

Orcoda Limited Unit 11 / 8 Navigator Place, Hendra, QLD, 4011 Australia Tel 1300 672 632 www.orcoda.com

Orcoda Limited https://orcoda.com/ Unit 11, 8 Navigator Place, Hendra, QLD 4011 ACN: 009 065 650

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Orcoda Limited

Notice of 2025 Annual General Meeting Explanatory Statement | Proxy Form

Tuesday, 28 October 2025 11:00 AM AEDT

Virtual 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.

Contents

Contents
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	4
Notice of Annual General Meeting – Explanatory Statement	7
Glossary	16
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2025 AGM

This Notice is given based on circumstances as at 26 September 2025. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://orcoda.com/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00 AM AEDT on Tuesday, 28 October 2025 as virtual 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.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

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

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to join the meeting.

4. Click on “ Join Meeting ” and follow the prompts om screen to register and vote.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

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Questions must be submitted in writing to patricia.vanni@automicgroup.com.au at least 48 hours before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

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

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM can do so by logging in to the Automic shareholder portal.

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

2. Login using your username and password. If you do not already have an account, click “ Register ” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform.

3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “ Register” . Alternatively, select Meetings from the left-hand menu.

4. Click on “ Join Meeting ” and follow the prompts.

5. When the Chair of the Meeting declares the poll open, select the “ Voting ” dropdown menu on the right-hand side of your screen .

6. Select either the “ Full ” or “ Allocate ” option to access your electronic voting card.

7. Follow the prompts to record your voting direction for each resolution and click “ Submit votes ”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important : Votes cannot be amended once submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

It is recommended that Shareholders wishing to attend the Meeting log in 15 minutes before the meeting starts on 28 October 2025.

Voting by proxy

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

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000

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By email	Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au

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

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Other Information

Poll voting

The Chair will call a poll for all resolutions set out in this Notice. Please refer to the explanatory notes for further information on the proposed resolutions and applicable voting exclusions.

Electronic copies

The Company believes that the best way for shareholders to receive meeting documentation, annual reports and other information on Company matters is electronically. To review or update your current communication preference, simply log on to our share registry’s website at investor.automic.com.au and select the “Communications” tab. You will need your portfolio login details or your SRN or HIN.

Locating your SRN or HIN

Your SRN or HIN can be found on your Voting Form. If you require further assistance with locating your SRN or HIN, you are encouraged to contact Automic Registry Services or your broker as soon as possible, and well in advance of the AGM.

Update your details

To update information about your shareholding go to the Automic Investor Centre at investor.automic.com.au

Technical Difficulties

Technical difficulties may arise during the course of the AGM. The Chairman of the AGM has discretion as to whether and how the meeting should proceed if a technical difficulty arises. In exercising this discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman of the AGM considers it appropriate, the Chairman may continue to hold the meeting and transact business at the physical venue, including conducting a poll and voting in accordance with valid proxy instructions.

Please note that the inability of one or more shareholders, proxies or corporate representatives to access the physical meeting because of travel disruption, including strike action, or for any other reason, will not affect the validity of the meeting.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Orcoda Limited ACN 009 065 650 will be held at 11:00 AM AEDT on Tuesday, 28 October 2025 as virtual meeting. ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

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 11:00 AM AEDT on Sunday, 26 October 2025.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

Resolutions

Ordinary Resolutions

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act 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 2025.”

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

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons)

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(collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

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

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

2. Resolution 2 – Election of Mr Patrick Bodegraven as Director

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

“That Mr Patrick Bodegraven, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

There are no voting exclusions on this Resolution.

3. Resolution 3 – Re-election of Mr Brendan Mason as Director

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

“That Mr Brendan Mason, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

There are no voting exclusions on this Resolution.

4. Resolution 4 – Ratification of Prior Issue of 1,500,000 Shares to Keaz Limited

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 1,500,000 Shares issued to Keaz Limited and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Keaz Limited (Hong Kong) or an associate of Keaz Limited (Hong Kong):

However, this does not apply to a vote cast in favour of Resolution 4 by:

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• i. a person as proxy or attorney for who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• ii. the Chair of the Meeting as proxy or attorney for 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

• iii. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to to vote in that way.

5. Resolution 5 – Ratification of Prior Issue of 15,357,143 Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 15,357,143 Placement Shares issued to institutional and sophisticated investors and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting	Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement
	being approved and Mr Stephen Pronks and Mr Andrew Carr; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the
	Resolution, in accordance with directions given to the proxy or attorney to vote
	on the Resolution in that way; or
(ii)	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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
	on behalf of a beneficiary provided the following conditions are met:
•	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
•	the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

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Special Resolutions

6. Resolution 6 – Adoption of New Constitution

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

““That, for the purposes of sections 136(1)(b) and 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the existing constitution of the Company be repealed and the Company adopt the Replacement Constitution in its place, which will be initialled by the Chairman for identification purposes, with effect from the close of the Annual General Meeting.”

There are no voting exclusions on this Resolution.

7. Resolution 7 – ASX Listing Rule 7.1A Approval of Future Issue of Securities (Additional 10% Placement Capacity)

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

• (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 7 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) 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

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Patricia Vanni Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11:00 AM AEDT on Tuesday, 28 October 2025 as a virtual meeting.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://orcoda.com/investors/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, which is by Tuesday, 21 October 2025.

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Resolutions

Ordinary Resolutions

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://orcoda.com/investors/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2026 Annual General Meeting ( 2026 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2026 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting exclusions

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Resolution 2 – Election of Mr Patrick Bodegraven as Director

Background

The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for reelection.

ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company.

Mr Patrick Bodegraven was appointed as an additional Director of the Company on 18 July 2025 and has since served as a Director of the Company.

Under this Resolution, Mr Patrick Bodegraven seeks election as a Director of the Company at this AGM.

Mr Bodegraven brings a wealth of experience to Orcoda as the Group Sales and Marketing Manager. With a distinguished career spanning over two decades, Mr Bodegraven has held senior

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leadership roles at renowned global companies such as Tata Consultancy Services (TCS), Wipro, SAP, and Deloitte. Notably, during his tenure as General Manager for Government, Health, and Education at TCS, Mr Bodegraven successfully established the company’s Government business across Australia.

Mr Bodegraven’s expertise lies in sales leadership, marketing strategy, and driving digital transformation across the public, private, and nonprofit sectors. He has a proven track record of establishing new business units and delivering innovative solutions in consulting and government services.

With his passion for building meaningful client partnerships and his commitment to operational excellence, Patrick is excited to lead Orcoda’s sales and marketing efforts into a new era of growth and innovation.

The Board, having assessed Mr Bodegraven’s associations and experience, and given that he also acts as the Company’s group Sales and Marketing Manager, has determined that he is not independent.

Directors’ Recommendation

The Directors (excluding Mr Bodegraven) recommend that Shareholders vote for this Resolution.

Resolution 2 is an ordinary resolution and so requires the approval of more than 50% of the votes cast by Shareholders.

The Chair intends to vote all available undirected proxies in favour of this Resolution.

Voting Exclusions

There are no voting exclusions on this Resolution.

Resolution 3 – Re-election of Mr Brendan Mason as Director

Background

The Company’s Constitution requires that, in accordance with rule 38.1(c), a Director must retire at the end of the Annual General Meeting and, being eligible, offers himself for re-election as a Director of the Company.

ASX Listing Rule 14.4 also provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer.

Mr Brendan Mason was appointed a Director of the Company on 29 July 2017 and was last reelected as a Director at the Company’s 2024 AGM.

Under this Resolution, Mr Mason has elected to retire by rotation, and being eligible, seeks reelection as a Director of the Company at this AGM.

Mr Mason is an experienced chief executive, non-executive director, and corporate rescue intervention specialist. He has over 14 years of experience in Greater China and Asia and has started operations for multiple foreign entities in the MedTech, FinTech, FMCG, and environmental sectors.

Mr Mason has had a successful and distinguished career with Orcoda, previously undertaking the role of Managing Director before his current role of non-executive director, in which he has been appointed since 2018. He is a member of the Company’s Audit, Risk & Finance Committee and the Company’s Remuneration & Nomination Committee.

The Board, having assessed Mr Mason’s associations and experience, and has determined that he

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is independent.

Directors’ Recommendation

The Directors (excluding Mr Mason) recommend that Shareholders vote for this Resolution.

Resolution 3 is an ordinary resolution and so requires the approval of more than 50% of the votes cast by Shareholders.

The Chair intends to vote all available undirected proxies in favour of this Resolution.

Voting Exclusions

There are no voting exclusions on this Resolution.

Resolution 4 – Ratification of Prior Issue of 1,500,000 Shares to Keaz Limited

Background

As announced by the Company on 25 March 2025, the Company issued 1,500,000 Shares to Keaz Limited utilising the Company’s existing capacity under Listing Rule 7.1.

On 25 March 2025, the Company had signed an Asset Agreement for the acquisition of IP from Keaz Limited (Hong Kong) for the amount of $120k. These shares will be voluntarily escrowed for the period of 12 months from the date of issue, being 25 March 2026.

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 1,500,000 Shares, which were issued on 26 March 2025.

All of the Shares were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

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.

The Shares did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of Shares for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of Shares will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

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If this Resolution is not passed, the issue of Shares will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

Technical information required by ASX Listing Rule 7.5

For the purposes of ASX Listing Rule 7.5, information regarding the issue of the shares is provided as follows:

The names of the persons to The shares were issued to Keaz Limited (Hong Kong) whom the Company issued ( Shares ). the securities: The number and class of The Company issued 1,500,000 Shares. securities that were issued: The date on which the The Company issued the Shares on 26 March 2025. securities were issued: The issue price: The Shares were issued at an issue price of $0.08 per share. The purpose of the issue or Issue of 1,500,000 shares for the acquisition of IP from Keaz intended use of the funds Limited (Hong King) for $120K. raised from the issue: The terms of the securities: The Advisor Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company. If the securities were issued The Shares were issued under the terms of the agreement under an agreement, a between Keaz Limited (Hong Kong) and the Company. The summary of the material shares will be voluntarily escrowed for a period of 12 terms of the agreement: months from the issue date. Voting exclusion statement: A voting exclusion statement is contained in Resolution 4.

The Company acquired in intellectual property from Keaz Limited (Hong Kong) in relation to a vehicle booking system and keyless entry solution that complemented our existing software and connected us into a telematic company that we were previously unable to form an API and business relationship with.

The acquisition of the intellectual property from Keaz Limited was concluded on 20 March 2025.

Technical information required by ASX Listing Rule 7.5.7 – Material terms of the Agreement

Parties Orcoda Limited

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	Keaz Limited (Hong Kong)
Purpose	Acquisition of intellectual property from Keaz Limited (Hong Kong) in relation to a vehicle booking system and keyless entry solution that complemented our existing software and connected us into a telematic company that we were previously unable to form an API and business relationship with
Consideration / Price	$120,000
Payments terms	To be paid in 1,500,000 fully paid ordinary shares at an issue price of $0.08 per share
Termination conditions	None
Dispute Resolution	Not applicable

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Resolution 4 is an ordinary resolution and so requires the approval of more than 50% of the votes cast by Shareholders.

The Chair intends to vote all available undirected proxies in favour of this Resolution.

Voting Exclusions

A voting exclusion statement is contained in this Resolution. Votes cast by Shareholders contrary to the voting exclusion statement will be disregarded.

Resolution 5 – Ratification of Prior Issue of 15,357,143 Placement

Shares

Background

On 16 April 2025, the Company announced that the Company has completed a share placement to sophisticated and professional investors to raise $1,075,000 at 7 cents per share.

The proceeds from the share placement will be used to accelerate Orcoda’s direct sales & marketing strategy to significantly grow its annual recurring revenue, and for general working capital purposes.

Specifically, the Company is in the advanced stage of hiring two senior sales executives who have deep consulting experience and connections in the resources sector and public sector to drive SaaS sales and sales of Orcoda Workforce Logistics System (OWLS), the patented proprietary workforce mobilisation and management software platform which applies to mining, oil & gas projects and to Government infrastructure projects.

The Company has agreed to issue 15,357,143 fully paid ordinary shares at 7 cents per share to several sophisticated and professional investors to raise $1,075,000, pursuant to and within the Company’s capacity under ASX Listing Rule 7.1A.

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The issue price of $0.07 per share represents a 10% discount to the Company’s 15-day VWAP of $0.078 prior to the request for a trading halt on 14 April 2025.

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 15,357,143 Placement Shares, which was issued on 22 April 2025 ( Issue Date ) and were issued under Listing Rule 7.1A

At last year’s AGM, the Company sought and obtained approval of its Shareholders under Listing Rule 7.1A to increase this 15% limit by an extra 10% to 25%.

The issue of 15,357,143 Placement Shares did not fit within any of the exceptions (to Listing Rules 7.1 and 7.1A) and, as it has not been approved by the Company’s Shareholders, it effectively uses up the 10% limit in Listing 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under 7.1A for the 12 month period following the Issue Date (noting that the extra 10% under Listing Rule 7.1A will expire unless re-approved by the Company’s Shareholders on an annual basis).

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

A note to Listing Rule 7.4 also provides that an issue made in accordance with Listing Rule 7.1A can be approved subsequently under Listing Rule 7.4 and, if it is, the issue will then be excluded from variable “E” in Listing Rule 7.1A.2 (which means that the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1A is not reduced).

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of 15,357,143 Placement Shares for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of 15,357,143 Placement Shares under the Placement will be excluded in calculating the Company’s 10% capacity to issue equity securities under Listing Rules 7.1A (10%) without Shareholder approval over the 12-month period following the Issue Date.

If this Resolution is not passed, the issue of 15,357,143 Placement Shares under the Placement will be included in calculating the Company’s 10% capacity to issue equity securities under Listing 7.1A (10%) without Shareholder approval over the 12-month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5.

• The Placement Shares were issued to professional and sophisticated investors identified by the Company. No broker was used for the placement, and no commission will be payable. None of the allottees were related parties. There were two Placement holders who were associated with substantial shareholders:

• (i) Deemrend Pty Ltd – shares allotted in placement = 7,142,857 which is more than 1% of the shares on issue. Deemrend owns 3.87% of the capital of the Company and is not a substantial shareholder by itself but associated entities being associated through Stephen Pronk hold the following:

  • (a) Pronk Holdings Pty Ltd – 13,077,084 shares = 7.03%

  • (b) Tulip Super Fund – 2,000,000 shares = 1.03%

Therefore, collectively Mr Stephen Pronks associated entities own 11.98% of the shares on issue therefore collectively are a substantial shareholder.

• (ii) Chembank Pty Ltd that was allotted 3,000,000 shares which is more than 1% of the issued capital:

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(a) Chembank – owns 7,000,000 shares = 3.76% of the capital of the Company and is not a substantial shareholder by itself but associated entities, being associated through Andrew Carr hold the following:

(b) Blanco Trading Pty Ltd – owns 8,000,000 shares = 4.3%

Therefore, collectively, Mr Andrew Carr associated entities own 8.06% of the shares on issue; therefore, collectively are a substantial shareholder.

• The Company issued 15,357,143 Placement Shares.

• The Placement Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• The Placement Shares were issued on 22 April 2025.

• Each of the Placement Share were issued at an issue price of 7 cents per share, which raised $1,075,000.

• Funds raised from the issue of the Shares have been and will be used by the Company for to accelerate the direct sales and marketing strategy to significantly grow its annual recurring revenue and for general working capital purposes.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Resolution 5 is an ordinary resolution and so requires the approval of more than 50% of the votes cast by Shareholders.

The Chair intends to vote all available undirected proxies in favour of this Resolution.

Voting Exclusions

A voting exclusion statement is contained in this Resolution. Votes cast by Shareholders contrary to the voting exclusion statement will be disregarded.

Special Resolution

Resolution 6 – Adoption of New Constitution

Background

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of its shareholders.

Resolution 6 seeks the approval of Shareholders to repeal the Existing Constitution and adopt the New Constitution as the constitution of the Company.

The New Constitution reflects amendments to the Corporations Act and ASX Listing Rules and developments in general corporate governance practices by ASX-listed companies since listing (being the date the Existing Constitution was adopted).

The Company is proposing to adopt the New Constitution, which is referenced in Annexure A in substitution for, and to the exclusion of, the Existing Constitution, which is to be repealed. The New Constitution is broadly consistent with the provisions of the Existing Constitution, and that Directors believe the amendments are not material nor will they have any significant impact on Shareholders.

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The proposed Replacement Constitution is available for viewing on the company’s website at https://www.orcoda.com.au/investors. A copy of the Replacement Constitution, signed by the Chairman for the purposes of identification, will be tabled at the Annual General Meeting.

Under the Corporation Act, the Company may elect to either amend parts of its existing constitution or replace the entire document. As there have been a number of changes to the Corporations Act and Listing Rules since the adoption of the existing constitution being with the current Constitution, even with the former name of the Company and very outdated, the directors consider that it is preferable in the circumstances to repeal the existing document and replace it with the Replacement Constitution rather than to amend and insert specific updates. Accordingly, if the Resolution for Item 6 is passed, the existing constitution will be repealed in its entirety and replaced with the Replacement Constitution.

The Replacement Constitution has been noted by ASX and contains a number of changes to the company’s current constitution. Many of these changes are administrative or minor in nature. A brief overview of the material differences between the current constitution and the Replacement Constitution is set out in the table below. This overview is not exhaustive and does not identify all of the differences between the existing constitution and the Replacement Constitution. There have been no fundamental changes to shareholders’ rights, such as the right to vote at a general meeting or to participate in dividends.

Shareholders will have the opportunity to ask questions about the Replacement Constitution at the Annual General Meeting or by contacting the Company Secretary.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

The Chair intends to vote all available undirected proxies in favour of Resolution 6.

Voting Exclusions

There are no voting exclusions on this Resolution.

Resolution 7 – ASX Listing Rule 7.1A Approval of Future Issue of

Securities (Additional 10% Placement Capacity)

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.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the

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S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As of the date of this Notice of Meeting, the Company has a market capitalisation of approximately $13.12 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity 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.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; and

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume-weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

• (a) raising funds to further develop the Company's business; and

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• (b) raising funds to be applied to the Company's working capital requirements.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.035 50% decrease in issueprice	$0.070 issue prices(b)	$0.140 100% increase in issueprice
“A” is the number of shares on issue, being	10% voting dilution(c)	18,751,421	18,751,421	18,751,421
	Funds raised	$656,300	$1,312,599	$2,625199
“A” is a 50% increase in shares on issue, being	10% voting dilution(c)	28,127,132	28,127,132	28,127,132
	Funds raised	$984,450	$1,968,899	$3,937,798
“A” is a 100% increase in shares on issue, being	10% voting dilution(c)	37,502,842	37,502,842	37,502,842
	Funds raised	$1,312,599	$2,625,199	$5,250,398

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 12 September 2025.

• (b) Based on the closing price of the Company’s Shares on ASX as at 12 September 2025.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

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Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Issue or agreement to issue equity securities under Listing Rule 7.1A in the 12 months prior to AGM

The Company has issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the 12 months preceding the AGM. Details of these issues or agreements to issue are set out in the table below:

Number/Class of equity securities issued	Terms of the securities issued	Price and discount to closing market price on the date of issue (if any) or agreement to issue	Price and discount to closing market price on the date of issue (if any) or agreement to issue	Consideration details	Allottees of the Securities
Issued on 22 April 2025
15,357,143 Fully Paid Ordinary Shares	Shares issued to participants of the Placement announced on 16 April 2025	10% discount to the Company’s 15-day VWAP of $0.078 prior to the request for a trading halt on 14 April 2025		7 cents per share	The Placement Holders
Total equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months prior to AGM (“A”)			15,357,143 Fully Paid Ordinary Shares
Percentage that “A” represents based on the total number of equity securities on issue at the commencement of that 12 month period (fully diluted)			9.67%

The total cash consideration received for the Placement was raise $1,075,000.

From this amount of cash, the Company has spent to date, a total of $735,000 in (i) $ 435,000 hiring of new salespersons and (ii) $300,000 working capital. The remaining amount of cash is $340,000

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Directors’ Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

The Chair intends to vote all available undirected proxies in favour of this Resolution.

Voting Exclusions

As at the date of dispatch of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2 and, therefore, a voting exclusion statement on this Resolution is not currently required by Listing Rule 7.3A.7.

Enquiries

Shareholders are asked to contact the Company Secretary at patricia.vanni@automicgroup.com.au if they have any queries in respect of the matters set out in these documents.

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Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2025 Annual Report to Shareholders for the period ended 30 June 2025 as lodged by the Company with ASX on 28 August 2025.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of BDO dated 28 August 2025 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

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

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of 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 dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

• (g) Company means Orcoda Limited ACN 009 065 650.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 26 September 2025 including the Explanatory Statement.

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Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

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

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume-weighted average market (closing) price, with respect to the price of Shares.

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ORCODA LIMITED | ABN 86 009 065 650

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form

for online Securityholder registration.

Your proxy voting instruction must be received by 11:00am (AEDT) on Sunday, 26 October 2025 , 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:

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:

VIRTUAL PARTICIPATION AT THE MEETING:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of ORCODA LIMITED, to be held virtually at 11:00am (AEDT) on Tuesday, 28 October 2025 hereby:

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

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as meeting platform powered by Automic, where 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 shareholders will be able to watch, listen, and the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have vote online. been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. 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 The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is click “register” if you haven’t already created entitled to vote. an account. Shareholders are encouraged to Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising create an account prior to the start of the the Chair to vote in accordance with the Chair’s voting intention. meeting to ensure there is no delay in attending the virtual meeting

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

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.

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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

AMP Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Election of Mr Patrick Bodegraven as Director 3 Re-election of Mr Brendan Mason as Director 4 Ratification of Prior Issue of 1,500,000 Shares to Keaz Limited 5 Ratification of Prior Issue of 15,357,143 Placement Shares 6 Adoption of New Constitution 7 ASX Listing Rule 7.1A Approval of Future Issue of Securities (Additional 10% Placement Capacity) 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.

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 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:	Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name:							Securityholder 2 Director	Securityholder 2 Director	Securityholder 2 Director	Securityholder 2 Director			Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary	Securityholder 3 Director / Company Secretary
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	Contact Daytime Telephone																																	Date (DD/MM/YY)
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