ORCODA LIMITED — M&A Activity 2023

Jun 1, 2023

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Orcoda Limited Unit 305, 434 St Kilda Road, Melbourne, Vic, 3004 Australia Tel +61 3 9866 7333 www.orcoda.com

ASX RELEASE

2 June 2023

Acquisition of Future Fleet International Pty Ltd

Orcoda Limited (ASX: ODA) (‘Orcoda’ or ‘the Company’), the transport logistics optimisation and infrastructure services company, is pleased to announce that it has entered into a Share Purchase Agreement to purchase 100% of the shares in Future Fleet International Pty Ltd (‘Future Fleet’) (the ‘Acquisition’).

Future Fleet, established in 2003 and based in Brisbane, is a world-leading provider and innovator of advanced fleet management systems, including telematics, asset tracking, AI (Artificial Intelligence) powered driver fatigue & distraction detection technology and cold chain logistics assurance services. They currently manage over 6,400 vehicles in transport, mining, services, government, farming and private sectors.

In FY2022, Future Fleet achieved revenue of ~$3.5 million and EBITDA of ~$0.5m (subject to due diligence and adjustments), with a substantial recurring income base derived from monthly subscription fees.

The total purchase price for the Acquisition is $1,390,000 plus stock (inventory) at value, payable as follows:

• (a) $600k cash at settlement, plus SAV (stock at value) in cash at settlement ($210k based on current estimate subject to adjustments at settlement);

• (b) $500k in Orcoda fully paid ordinary shares to be issued at 25 cents per share at settlement; and

• (c) $290k in earn-out in two instalments over 12 months from settlement date, comprising: i) first instalment of $145k payable after 6 months subject to Future Fleet EBITDA being at least $100k in the first 6-month period, and ii) second instalment of $145k payable after 12 months subject to Future Fleet EBITDA being at least $150k in the second 6-month period.

The total number of consideration shares is 2,000,000 ODA Ordinary Shares, which is within our current available placement capacity under the ASX Listing Rules 7.1. Upon completing the Acquisition, Future Fleet’s current owners will hold approximately 1.2% of the Company’s enlarged share capital. The consideration shares will be escrowed for 12 months from the issuance date.

Orcoda intends to fund the cash components of the purchase price from its existing cash reserves without new equity or debt financings. As of 31/3/2023, Orcoda had available working capital of $5.4 million.

Michael Worthington, Future Fleet founder, said that “I am proud to have built Future Fleet into a leading Australian fleet management systems provider. I am excited that Future Fleet is joining the Orcoda portfolio as I strongly believe that the combination will add significant value to the business and take it to the next phase of growth. I look forward to the combined entity’s future successes and intend to continue to be involved with Future Fleet in a consulting capacity”.

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Orcoda Limited Unit 305, 434 St Kilda Road, Melbourne, Vic, 3004 Australia Tel +61 3 9866 7333 www.orcoda.com

Geoff Jamieson, Orcoda Managing Director, commented “Future Fleet is a perfect fit into our Healthcare & Transport Logistics division as we integrate and combine our proprietary apps and Orcoda Logistics Management System (OLMS) with Future Fleet’s telematics devices to provide optimisation and real-time management capabilities to its customers. I expect significant crossselling opportunities as we serve similar market segments and our combined hardware and software offerings will be welcome by our targets customers as they seek to accelerate their digital transformation journey”.

The settlement of the Acquisition is conditional on satisfactory due diligence, with the settlement date expected in July 2023.

Additional information on Future Fleet and the strategic rationale of the Acquisition can be found in the presentation contained in this announcement.

For more information, please contact:

Geoff Jamieson Managing Director E: gjamieson@orcoda.com

-ENDS-

This ASX release is authorised by the Board of Orcoda Limited.

About Orcoda

Orcoda Limited (ASX: ODA) is a leading provider of smart technology solutions for transport logistics and transport services with expertise in business efficiency and optimisation of processes. We are operational efficiency specialists who supply best-in-class solutions combining technology, management expertise and contracting services that make our clients among the most productive and cost-effective organisations in their respective industries.

Our clients are from a diverse array of industry sectors and include some of Australia’s largest companies operating in the resources (mining, oil & gas and infrastructure), transport logistics and healthcare transport sectors.

Orcoda’s combined expertise is focused on the three key sectors of transport logistics technology and transport services whether on road, rail or air. We pride ourselves on enabling our clients to generate fast, accurate and reliable information, ensuring they are able to make the best business decisions the first time, every time, and on time.

Please sign up to our Interactive Investor Hub https://investorhub.orcoda.com/ for our Company announcements, receive updates and interact with Orcoda management.

www.orcoda.com

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ORGANISED CONNECTED DATA

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ACQUISITION OF FUTURE FLEET – TRANSACTION OVERVIEW Orcoda Limited (ASX:ODA) Australia’s leading smart technology solutions provider in transport logistics and transport services

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2 June 2023

ORGANISED CONNECTED DATA

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IMPORTANT NOTICES & DISCLAIMER

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This presentation has been prepared by Orcoda Limited ACN 009 065 650 (“Orcoda”).

The material is for information and should not be relied for the of investment decision. investment in Orcoda is to a number of following general purposes only upon making any Any subject investment risks including the possibility of loss of capital invested and no return of income or payment of dividends. Neither Orcoda nor any other entity or person in or associated with the Orcoda group of companies guarantees any return (whether capital or income) or generally the performance of Orcoda or the price at which its securities may trade.

In particular, this presentation is not a recommendation, offer or invitation to subscribe for or purchase Orcoda securities. This presentation is not exhaustive of all of the information a potential investor or their professional advisers would require. This presentation does NOT constitute a “Prospectus" or a "Disclosure Document” (as defined in the Corporations Act 2001 (Cth) (Corporations Act)) and has not been, and will not be, lodged with the Australian Securities and Investments Commission or any other regulatory authority. Accordingly, it is not required to contain, and may not necessarily contain, all of the information that a Prospectus or like Disclosure Document would be required to contain pursuant to the Corporations Act.

This presentation does not take into account any specific objectives, financial situation or needs of investors. For these and other reasons, you are strongly recommended to obtain your own up to date independent legal, financial and investment advice – those acting without such advice do so at their own risk.

This presentation may contain "forward-looking statements" which are not historical facts. Words such as “expect(s)”, “feel(s)”, “believe(s)”, “will”, “may”, “anticipate(s)” and similar expressions are intended to identify forward-looking statements. Any forward-looking statements in this presentation should be considered “at-risk statements” - not to be relied upon as they are subject to known and unknown risks, uncertainties and other factors that may lead to actual results differing from any forward-looking statement. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof and Orcoda does not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events. In addition, the past performance of Orcoda cannot be assumed as indicative of the future performance. There is NO guarantee of future performance - actual results and future outcomes will in all likelihood differ from those outlined herein.

Neither Orcoda nor any of its advisers, agents or employees make or give any express or implied representation, warranty or guarantee that the information contained in this presentation or otherwise supplied by or on behalf of Orcoda is complete or accurate or that it has been or will be audited or independently verified, or that reasonable care has been or will be taken in compiling, preparing or furnishing the relevant information. Orcoda does not take any responsibility for any inference, interpretation, opinion or conclusion that any person may draw or form from this presentation.

To the maximum extent permitted at law, Orcoda and all of its representatives, directors, partners, employees or professional advisers exclude all direct and indirect liability arising out of or in connection with any use or reliance of the information contained or described within this presentation. Other than to the extent required by law (and only to that extent), the Parties do not make any representation or give any assurance, guarantee or warranty (express or implied) as to, nor assume any responsibility or liability for, the authenticity, origin, validity, accuracy, suitability or completeness of, or any errors in or omissions from, any information, statement or opinion contained in this Presentation or any accompanying, previous or subsequent material or presentation.

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ORGANISED CONNECTED DATA

Key Products and Services

Target Financials

Purchase Price

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ACQUISITION OF FUTURE FLEET – TRANSACTION OVERVIEW

Future Fleet International Pty Ltd (“Future Fleet”)

Target

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Established in 2003 by current owners, Brisbane based

• A leading provider and innovator of fleet management systems in Australia, currently manages ~6,400 vehicles in transport, mining, services, government, farming and private industries

• Vehicle tracking devices that connect into telematics

• Cold chain temperature monitoring and control solutions

• Driver safety monitoring solutions (AI powered fatigue & distraction detection)

• Car pooling management solutions

• FY22 revenue ~$3.5m, EBITDA ~$0.5m (unaudited, subject to potential adjustments) Substantial recurring income from monthly software fee

• $1,390,000 + SAV at closing (current estimate $210k subject to adjustments), comprising:

• $600,000 cash at settlement (to be funded by Orcoda’s available cash reserve)

• $500,000 of new Orcoda ordinary shares issued at settlement at $0.25 per share; subject to a 12-month escrow  $290,000 earn-out in 2 instalments – i) $145,000 payable after 6 months if 6-month EBITDA > $100k; and ii) $145,000 payable after 12 months if second 6-month EBITDA > $150k

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Other Key
Terms
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Settlement conditional on satisfactory due diligence

Expected settlement date: July 2023

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ORGANISED CONNECTED DATA

FUTURE FLEET PRODUCT SOLUTIONS

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Leading provider of IoT, AI Powered, satellite and 4G/5G tracking solutions

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ORGANISED CONNECTED DATA

FUTURE FLEET SELECTED CUSTOMERS

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Future Fleet manages over 6,400 vehicles and growing

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Real-Time Tracking Map: Customer vehicles (excluding rails) using Future Fleet’s software platform

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ORGANISED CONNECTED DATA

COMPLEMENTARY PRODUCT OFFERINGS

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Future Fleet and Orcoda across the freight / transport logistics supply chain ecosystem

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DRIVER MANAGEMENT ASSET TRACKING FREIGHT MANAGEMENT Driver log and management Track asset location real time Freight visibility Fatigue management Engine management Freight location Distraction management Fuel usage Freight condition (e.g. cold chain temperature) Compliance assurance and Compliance assurance monitoring Predict ETA

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TMS AND OPTIMISATION Booking System Route & Scheduling Optimisation AI powered to solve constraints real time TMS: Transport Management System

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ORGANISED CONNECTED DATA

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COMPELLING STRATEGIC RATIONALE

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• Fleet management solutions

• Proprietary software platform with real-time booking, routing, scheduling and optimisation capabilities

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• Large Client base

• Transport management system

• Clients in transport, healthcare and infrastructure sectors

• ASX public company with greater access to capital

• Manages over 6,400 vehicles for clients across transport and other sectors

• Government accredited transport systems supplier

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• Complementary products

• Product integration

• Cross-selling between existing clients

• Combine organisational resources, expertise and network

• EPS accretion in year 1; increases Orcoda recurring revenue base

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ORGANISED CONNECTED DATA

Orcoda Limited (ASX:ODA) is a leading Australian transport logistics and transport services solutions provider, with expertise in business and of We are efficiency optimisation processes. operational efficiency specialists who supply best-in-class solutions combining technology, management expertise and contracting services that makes our clients among the most productive and cost-effective organisations in their respective industries.

GEOFF JAMIESON M A N A G I N G D I R E C T O R

Email: gjamieson@orcoda.com

www.orcoda.com

Our clients come from a diverse of sectors and include array industry some of Australia’s largest companies operating in the resources / infrastructure, transport logistics and healthcare transport sectors.

Orcoda’s combined expertise is focused on three key sectors of transport logistics and services: road, rail and air. We pride ourselves on enabling our clients to generate fast, accurate and reliable information, ensuring they are able to make the best business decisions the first time, every time and on time.

ORCODA’S INTERACTIVE INVESTMENT HUB Please sign up to our Interactive Investor Hub https://investorhub.orcoda.com/ to find our company announcements, receive updates and interact with Orcoda management.

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