READCLOUD LIMITED — AGM Information 2024

Jan 22, 2024

READCLOUD LIMITED ACN 136 815 891

Notice of Annual General Meeting

Explanatory Statement and Proxy Form

Date of Meeting: 23 February 2024

Time of Meeting: 12.00pm (AEDT)

In accordance with the Corporations Act 2001 (Cth) which provides for permanent relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (AGM Materials) will be circulated, unless shareholders have elected to receive the AGM Materials in paper form. The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company's website: https://readcloud.com/.

This Notice of Annual General Meeting and Explanatory Statement should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

READCLOUD LIMITED

ACN 136 815 891

Registered office: Level 1, 126 Church Street, Brighton VIC 3186

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting ("AGM" or "Meeting") of Shareholders of ReadCloud Limited ("Company") will be held virtually via Zoom Webinar at 12.00pm (AEDT) on Friday, 23 February 2024.

Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cutoff for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on the Proxy Form which accompanies this Notice.

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions.

The live webcast can be attended using the following details:

When: Friday, 23 February 2024 at 12.00pm (AEDT) Topic: ReadCloud Limited Annual General Meeting

Register in advance for this webinar:

https://vistra.zoom.us/webinar/register/WN\_onsAXyNHSC6Cvq7gQfHiFQ

After registering for the virtual webinar, you will receive a confirmation email containing information about joining the meeting. The Company strongly recommends its shareholders to lodge a directed proxy as soon as possible in advance of the meeting even if they are planning to attend the meeting online.

The Company is happy to accept and answer questions submitted prior to the meeting by email to cosec@readcloud.com. Where a written question is raised in respect of the key management personnel of the Company or the resolutions to be considered at the meeting, the Company will address the relevant question during the course of the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors, for the financial year ended 30 September 2023.

Note: Except for Resolution 1, there is no requirement for Shareholders to approve the Financial Report, Directors' Report and the Auditors' Report. Accordingly, no resolution will be put to Shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

"That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 September 2023 be adopted."

Notes: In accordance with section 250R(3) of the Corporations Act, the vote on Resolution 1 is advisory only and does not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

A voting exclusion statement as set out below in this Notice applies to this Resolution.

Resolution 2: Re-Election of Mr Paul Collins as a Director of the Company

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

"That Mr Paul Collins, who retires by rotation pursuant to Listing Rule 14.4 and Clause 15.4 of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company as described in the Explanatory Statement."

There are no voting exclusions on this Resolution.

Resolution 3: Approval of Termination Benefits

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

"That, for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the giving of benefits by the Company or any of its related bodies corporate under the Company's Employee Incentive Plans to persons who hold or during the three years prior to their retirement held a managerial or executive office in the Company or a related body corporate (or to a spouse, relative or associate of such persons), in connection with the relevant person ceasing to hold a managerial or executive office in the Company or a related body corporate, as set out in the Explanatory Statement."

A voting exclusion statement as set out below in this Notice applies to this Resolution.

Resolution 4: Approval of Amended Employee Incentive Plan and the issue of securities thereunder

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

"That pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13(b), and for all other purposes, approval is given for the Company to adopt an amended equity incentive scheme, being the proposed Employee Incentive Plan Rules (the Plan), and to issue Equity Securities under the Plan as an exception to Listing Rule 7.1, as described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting*."*

A voting exclusion statement as set out below in this Notice applies to this Resolution.

SPECIAL BUSINESS

Resolution 5: Approval of 10% Placement Facility

To consider and, if thought fit, pass the following resolution as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 on the terms and conditions in the Explanatory Statement."

There are no voting exclusions on this Resolution.

By order of the Board

Luke Murphy Company Secretary Dated: 23 January 2024

Notes

• 1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.
• 2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEDT) on the date 48 hours before the date of the Annual General Meeting, being Wednesday, 21 February 2024. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. On a poll, shareholders have one vote for every fully paid ordinary share held.

3. Voting

In accordance with the rules applicable to general meetings of listed companies pursuant to section 250JA of the Corporations Act, each of the resolutions proposed at the Meeting will be decided on a poll.

4. Proxies

• a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
• b. Each shareholder has a right to appoint one or two proxies.
• c. A proxy need not be a Shareholder of the Company.
• d. If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.
• e. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
• f. If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder's votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
• g. A proxy form must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxy forms given by corporations must be signed in accordance with that corporation's constitution and the Corporations Act.
• h. If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.
• i. To be effective, proxy forms must be received by the Company's share registry (Boardroom Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 12.00pm (AEDT) on Wednesday, 21 February 2024. Any proxy form received after that time will not be valid for the scheduled meeting.

5. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

6. How the Chair will vote Undirected Proxies

Subject to the restrictions set out in Note 7 below, the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

7. Voting Exclusion Statement:

Resolution 1

In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution on behalf of a person who is not a KMP voter (including as a proxy) and either:

• (a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
• (b) the KMP voter is by the Chair of the meeting and the appointment of the Chair as proxy:
  • a. does not specify the way the proxy is to vote on the resolution; and
  • b. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or the consolidated entity.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of this Resolution. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

A further restriction also applies to Key Management Personnel and their closely related parties voting undirected proxies on Resolution 1 – see Restriction on KMPs voting undirected proxies below.

Resolution 2

There are no voting exclusions on this resolution.

Resolution 3

As required by the Corporations Act, no votes on Resolution 3 may be cast (in any capacity) by or on behalf of any person who may be entitled to receive a benefit in connection with that person's retirement from office or position of employment, the subject of Resolution 3, or an associate of such a person, except where there is a permitted proxy vote.

A vote is a permitted proxy vote where it is:

• (a) cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution; and
• (b) not cast on behalf of the retiree or an associate of the retiree.

Also as required by the Corporations Act, no member of the Company's key management personnel or closely related party of any such member may vote as proxy on Resolution 3 unless the person votes as proxy appointed by writing that specifies how the person is to vote on Resolution 3.

Resolution 4

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) a person who is eligible to participate in the Employee Incentive Plan; and
• (b) an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
• (b) the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

A further restriction also applies to Key Management Personnel and their closely related parties voting undirected proxies on these resolutions – see Restriction on KMPs voting undirected proxies below.

Resolution 5

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 is not required by Listing Rule 7.3A.7.

However, if, between the date of dispatch of this Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard votes cast in favour of Resolution 5 by or on behalf of:

• (a) any 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 or 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 the resolution by:

• (a) 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
• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on Resolution 5; and
    • ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

8. Special Resolutions

Resolution 5 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 shares) must be in favour of the resolution.

9. Restriction on KMPs voting undirected proxies:

A vote must not be cast as proxy on Resolution 1 and 4 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.

However, a person described above (a "Restricted Voter") may cast a vote on Resolution 1 and 4 as a proxy if:

• (a) The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution(s); or
• (b) The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution(s) and expressly authorises the Chair to exercise the proxy even though the resolution(s) is or are connected with the remuneration of a member of the Key Management Personnel.

If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

10. Enquiries

Shareholders are invited to contact the Company Secretary on (03) 9078 4833 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement (Statement) accompanies and forms part of the Company's Notice of Annual General Meeting (Notice) for the 2024 Annual General Meeting (Meeting).

The Notice incorporates, and should be read together, with this Statement.

Receipt and consideration of Accounts & Reports

A copy of the Annual Report for the financial year ending 30 September 2023 which incorporates the Company's Financial report and the Directors' Report (including the Remuneration Report and the Auditors' Report) is not enclosed as there is no longer a requirement for the Company to incur the printing and distribution cost associated with doing so for all Shareholders. You may obtain a copy free of charge in hard copy form by contacting the Company by phone at (03) 9078 4833, and you may request that this occurs on a standing basis for future years.

Alternatively, you may access the Annual Report at the Company's website: https://readcloud.com/ or via the Company's announcement platform on ASX (ASX: RCL). Except for as set out in Resolution 1, no resolution is required on these reports.

Shareholders will have the opportunity to ask questions about or make comments on the Annual Report and the management of the Company. The auditor will be invited to attend, to answer questions about the audit of the Company's 2023 Annual Financial Statements.

Resolution 1: Adoption of Remuneration Report

Background

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report is set out in the Directors' Report in the Company's 30 September 2023 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the Annual General Meeting.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

It is noted that at the Company's last Annual General Meeting, the votes cast against the Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast on that resolution and accordingly, a spill resolution will not under any circumstances be required for this Meeting.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

Board Recommendation

Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report) and, as described in the voting exclusions on this Resolution (set out in the Notice of Annual General Meeting), that each Director (or any Closely Related Party of a Director) is excluded from voting their shares on this Resolution, the Directors unanimously recommend that shareholders vote in favour of this Resolution to adopt the Remuneration Report.

Voting Exclusions

Refer to Notes 7 and 9 above for voting exclusions.

Resolution 2: Re-Election of Mr Paul Collins as a Director of the Company

Background

Clause 15.4 of the Constitution requires that at every Annual General Meeting, one third of Directors (excluding the Managing Director) shall retire from office and provides that such Directors are eligible for re-election at the meeting. Mr Paul Collins is retiring in accordance with these requirements and, being eligible, offers himself for re-election.

Mr Collins was appointed as a Non-Executive Director of the Company on 2 February 2017.

Over the last 20 years, Mr Collins has been extensively involved in the start-up and subsequent ASX listing of 2 successful FinTech companies. A co-founder of IWL Limited in 1997, Mr Collins was an Executive Director of the company from its inception, through its listing in 1999 before leaving in 2004. Later in 2004, Mr Collins became cofounder and Executive Director of Managed Accounts Ltd which listed on the ASX in 2014 (ASX:MGP). Mr Collins chaired the Audit and the Risk and Compliance Committees of MGP from 2009 to 2016. Mr Collins is currently a Non-Executive Director of ASX-listed workplace compliance solutions provider Wrkr Ltd (ASX: WRK).

The Board considers Mr Collins to be an independent director.

Board Recommendation

The Board (with Mr Collins abstaining) recommends that shareholders vote in favour of the re-election of Mr Collins as it considers that his qualifications, experience, skills and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders. The Chair of the meeting intends to vote undirected proxies in favour of Mr Collins' re-election.

Voting Exclusions

There are no voting exclusions on this resolution.

Resolution 3: Approval of Termination Benefits

Background

Under section 200B of the Corporations Act, the Company must not give a person a benefit in connection with a person's retirement from an office, or position of employment, in the Company or its related bodies corporate (Group Company) if:

• a) the office or position is a managerial or executive office; or
• b) the person has, at any time during the last three years before their retirement, held a managerial or executive office in a Group Company,

unless Shareholder approval is obtained under section 200E of the Corporations Act for the giving of the benefit (or if a specified exception applies).

A "benefit" is defined broadly in the Corporations Act to include a payment or other valuable consideration. It also includes the accelerated or automatic vesting of share-based payments on or as a result of retirement from an office or position.

Having regard to the potentially wide application of the restriction under section 200B of the Corporations Act, the Board considers it to be appropriate and prudent to seek Shareholder approval under sections 200B and 200E of the Corporations Act, so that termination benefits may be provided to relevant executives under the Company's Employee Incentive Plans without breach of the Corporations Act.

Who does the approval relate to?

Approval is being sought in respect of any current or future person who, at the time of his or her cessation from his or her office or employment, or at any time during the last three years before his or her cessation from his or her office or employment, held a managerial or executive office in a Group Company (Relevant Executives). This includes members of the Company's key management personnel.

What is the Company seeking approval for?

Shareholder approval is sought for the purposes of sections 200B and 200E of the Corporations Act for termination benefits given under the Employee Incentive Plans to the Relevant Executives in connection with their cessation of employment with a Group Company. The potential termination benefits will relate to the treatment of securities granted under the Employee Incentive Plans including the lapsing and vesting of securities and the timing of lapsing and vesting of securities of Relevant Executives who cease their office or employment with a Group Company.

What is the value of the potential termination benefits?

Under section 200E of the Corporations Act, when seeking shareholder approval of a termination benefit, shareholders must be given details of the amount or value of the proposed payment or benefit, or if that amount or value cannot be ascertained at the time of disclosure, the manner in which that amount or value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount or value.

The value of potential termination benefits under the Employee Incentive Plans cannot be ascertained in advance, as the benefits are dependent on a number of matters which will likely affect calculation of the value. The following are matters, events and circumstances which will, or are likely to, affect the calculation of the amount or value of the potential termination benefits that may be given under the Employee Incentive Plans:

• a) the circumstances of the Relevant Executive's cessation of employment (for example, whether the cessation of employment arises due to termination by the Group Company or the Relevant Executive, and for what reason);
• b) the number of securities held by the Relevant Executive at the time of cessation of employment;
• c) any applicable performance, vesting or exercise conditions and the achievement of such conditions;
• d) if any performance conditions are applicable, the personal performance of the Relevant Executive;
• e) the portion of the performance period served by the Relevant Executive up to the cessation of employment;
• f) the market price of the Company's Shares on the Australian Securities Exchange at the relevant time;
• g) the exercise price of the Relevant Executive's securities (if any); and
• h) any other factors that the Board considers to be relevant.

The value of potential termination benefits that may be given to Relevant Executives under the Employee Incentive Plans will be calculated considering these factors.

Approval is sought for a three-year period

If approval of this Resolution is obtained, it will be effective from the date of this meeting until the conclusion of the Company's 2027 Annual General Meeting. This means that the approval will apply in respect of any termination of a Relevant Executive during that period.

Shareholder approval under this Resolution does not relieve a Director of any of his or her director's duties to the Company. In addition, approval under this Resolution does not relieve the Company of any obligation to comply with the requirements of the ASX Listing Rules in relation to any proposed change to the terms of Options.

Board Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution.

Voting Exclusions

Refer to Note 7 above for voting exclusions.

Resolution 4: Approval of Amended Employee Incentive Plan and the issue of securities thereunder

Background

The Company is seeking shareholder approval to adopt an amended Employee Incentive Plan to replace its current Employee Incentive Plan (Current EIP) to assist in the motivation, retention and reward of employees of the Company and its subsidiaries (Amended EIP).

On 1 October 2022, amendments to the Corporations Act commenced, simplifying the process for incentivising participants under employee share schemes (ESS). Division 1A was introduced into Part 7.12 of the Corporations Act, providing a new regime for the making of offers in connection with an ESS (New Regime). This regime replaces the relief previously afforded by ASIC Class Order 14/1000 (Class Order).

To ensure that the Company's EIP complies with the New Regime, the Company will adopt, subject to Shareholder approval, the Amended EIP which reflects the changes implemented by the New Regime and allows participants to elect to utilise a cashless exercise mechanism upon the exercise of Options.

This Resolution also seeks Shareholder approval for issue of securities under the Amended EIP as an exception to ASX Listing Rule 7.1, in accordance with ASX Listing Rule 7.2 exception 13(b).

No directors or their associates can or will be issued shares, options or other securities or rights under the Plan unless shareholder approval of specific issues to them is obtained. Under the Plan the Company may acquire shares on market to be held on trust for directors or their associates.

Approval is sought, for the purposes of Listing Rule 7.2, Exception 13(b), to issue up to 7,310,225 Equity Securities (Shares, Options or other Rights including performance rights each conditionally entitling the applicable holder to one fully paid ordinary share upon exercise or achievement of the applicable milestone). Any additional issues under the Plan above that number will require further Shareholder approval, unless they were made from the Company's 15% placement capacity under Listing Rule 7.1.

The Amended EIP is regarded as an employee incentive schem for the purposes of ASX Listing Rule 7.2. A copy of the Amended EIP will be provided without charge to shareholders on request.

Key changes between the Class Order and New Regime

	Position under the Class Order	Position under the New Regime
Disclosureobligations	The Class Order mandates certaininformation that must be provided to ESSparticipants.	If the offer of ESS interests is for nomonetary consideration: There are noprescribed disclosure obligations, other than
	There is no difference between the disclosurerequirementswhereESSinterestsare	a statement that the offer is made underDivision 1A.
	offered for monetary consideration or for nomonetary consideration.	If the offer of ESS interests is formonetary consideration:
		xCertain prescribed disclosurerequirements apply. These disclosurerequirements are similar (althoughdifferent) to the current disclosurerequirements under the Class Order.
		xThe participant cannot acquire the ESSinterests until 14 days after receiving theabove disclosure. This mandates awaiting period ensuring a participant hastime to consider their decision and seeklegal financial advice.
		xAny associated trust, contribution planand loan arrangement will need tocomply with specified requirements.

The following table summarises the key changes implemented by the New Regime. These changes are reflected in the Amended EIP.

	Position under the Class Order	Position under the New Regime
Eligibleparticipants	xDirectors;xFull-time and part-time employees;xCasual employees and contractors,provided they work the number of hoursthat are the pro-rata equivalent of 40%or more of a comparable full-timeposition with the entity.	xDirectors;xFull-time and part-time employees;xAny service providers to the entity (withno minimum requirement of hours ofservice provided);xCertain 'related persons' to the above.
5% limit	The maximum number of ESS interests thatcan be issued under the Class Order reliefover a three-year period is 5% of the issuedshare capital.	If the offer of ESS interests is for nomonetary consideration: There is no limiton the number of such ESS interests thatmay be issued.
		If the offer of ESS interests is formonetary consideration: The number ofESS interests issued over a three-yearperiod (as a result of offers both received inthis jurisdiction and made in connection withan ESS) must not exceed 5% of the issuedshare capital. Entities may specify a differentissue cap in their constitution.
Suspension	For the Class Order relief to be available, theentity'ssharesmustnothavebeensuspended for more than 5 days over theprevious 12 months.	The new regime permits an entity to offerESS interests regardless of any suspensionto the trading of its shares.
ASICinvolvement	A 'Notice of Reliance' must be submitted toASIC to rely on the Class Order relief.	There are no ASIC lodgementrequirements.
		ASIC has the power to require the provisionof documents necessary in order to form anopinion about whether the regime has beencomplied with.
		ASIChasalsobeengivenexpressenforcement powers including the ability toissue 'stop orders'.
Criminaloffences	N/A	New ESS related criminal offences havebeenintroducedregardingcertainmisleadingordeceptivestatementsoromissions.

ASX Listing Rules

ASX Listing Rule 7.1 requires that shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.2 exception 13(b) provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme within 3 years after shareholder approval of the scheme. The Company therefore seeks approval of the issue of securities under the Plan under ASX Listing Rule 7.2 Exception 13(b) so that issues of securities under the Plan do not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval.

If Shareholders approve this Resolution, the grant of Equity Securities (and the issue of any new Shares pursuant to these Equity Securities) under the Plan will not be included in the 15% limit imposed by ASX Listing Rule 7.1 for a period of three years from the date of the Meeting.

If shareholder approval is not obtained for this Resolution, the Company will continue to operate the Current EIP however the Board will not have access to the flexibility afforded by ASX Listing Rule 7.2 Exception 13(b) as outlined above. Instead, the Board will have to utilize the Company's 15% placement capacity in any twelve (12) month period to issue securities under the Current EIP. This will impair the Company's flexibility to use that 15% placement capacity for other purposes (e.g. for future capital raisings or to fund acquisitions).

A summary of the terms of the Amended EIP are set out in Annexure A.

Since 7 February 2022, being the date of the last Shareholder approval in relation to the Current EIP under Listing Rule 7.2 Exception 13, the Company has issued 5,128,571 securities under the Current EIP, 5,128,571 of which were issued under Listing Rule 7.2 exception 13(b).

Annexure A

A summary of material terms and conditions of the Amended EIP is set out below.

Any director, employee, consultant, or service provider of the Company,associated body corporates, or related parties of the persons set out above,who is decided by the Board to be an eligible participant for the purposes ofthe EIP.
Plan Securities issued under the EIP consist of restricted or unrestrictedshares (Plan Shares), or rights to acquire shares (Plan Rights). Plan Rightsinclude options, performance rights, restricted share units or such othersecurities convertible into the capital of the Company and of a similar natureto an option, performance right or restricted share unit, which the Boardapproves for issue under the EIP.
The Board may offer any number of Plan Securities to eligible participants onthe terms the Board decides, subject to the EIP rules, any applicable laws orthe Listing Rules. The offer must be in writing and specify, amongst otherthings, the number and type of Plan Securities for which the eligible participantmay apply, the amount payable (if any) for the grant, issue or exercise (asapplicable) of each Plan Security, the period within which the Plan Securitymay be exercised (if applicable), any conditions of vesting (VestingConditions) and any transfer conditions (time-based or other conditionsdetermined by the Board) before shares can be freely transferable.Aneligible participant is required to give the Company a signed application formto accept the offer. If the Company accepts the application form, it may grantaccepted Plan Securities to that participant.
An offer of Plan Securities must not be made to an Australian resident if thetotal of:(a)the number of underlying Plan Shares which are the subject of the offer;and(b)underlying Shares issued or which may be issued as a result of anyoutstanding grants of Plan Securities, or similar offer under apredecessor or other employee incentive plan, made at any time duringthe previous 3-year period,would exceed 5% of the number of shares in the Company on issue at the timeof the offer.
Plan Rights shall lapse in accordance with specific offer terms or eventscontained in the EIP rules, which include cessation of employment, change incontrol, breach by the participant and expiry (which will be 5 years from issuein the ordinary course).
A participant issued with Plan Rights has the option to acquire Plan Sharesonce the Vesting Conditions for those Plan Rights have been satisfied orwaived in full. The Board may waive or vary Vesting Conditions, subject tothe ASX Listing Rules and Corporations Act.If a Plan Right is required to be exercised, the participant can exercise thePlan Right by either paying the applicable exercise price or using a cashlessexercise facility (if permitted). The cashless exercise entitles a participant toset-off the exercise price against the number of shares which the participantis entitled to receive on exercise of the applicable Plan Rights.

	Once a Plan Right is exercised, the Company will issue or transfer the PlanShares to that participant.
Loans	The Board may, from time to time in its absolute discretion, offer eligibleparticipants a loan solely for the purpose of acquiring Plan Shares, includingfor the purpose of paying the exercise price for any Plan Rights. The Loanwill be secured by the Plan Shares and limited recourse to those PlanShares. The Company may hold the certificates or impose a holding lockover the secured Plan Shares.
Transfer	Transfer of Plan Securities is restricted. Plan Rights are not ordinarilytransferable and Plan Shares may only be transferred once any TransferConditions are satisfied or the shares are issued as Unrestricted Shares.
Clawback	In certain circumstances the Board may clawback any Plans Shares issuedto a participant where the Board is of the opinion that participant hasbreached the EIP rules or otherwise damaged the Company.
Rights of Participants
	No conferred rights
	Participation in the EIP does not:
	(a)confer any right or entitlement if such right is subject to shareholderapproval;
	(b)confer on an employee the right to receive an invitation to participate inthe EIP;
	(c)confer on a participant the right to continue as an employee;
	(d)affect any right the Company may have to terminate the employment ofa Participant; and
	(e)may not be used to increase damages in any action brought against theCompany in respect of a termination.
	Other schemes
	Participation in the EIP does not affect, and is not affected by, participation inany other employee incentive scheme operated by the Company unless theterms of the other scheme provide otherwise.
	General meetings
	A Participant is not entitled to attend or vote at general meetings of holders ofshares in their role as a Participant alone.
	New issues
	Participants are not entitled to participate in offers of new securities by theCompany unless they have been issued shares on the exercise of the PlanSecurities.
	Bonus issues
	Participants with Plan Rights yet to be exercised will be entitled to the benefitof any bonus issues by the Company as if the right had been issued by thedate the Company determines bonuses.
	Reorganisation
	If there is a reorganisation of capital of the Company, then the rights of aParticipant (including the underlying shares over which an option isexercisable) are to be changed to the extent necessary to comply with theListing Rules applying to the reorganisation of capital. at that time.
Change of Control	In the event of a change of control (as defined in the EIP rules), the Board maygive notice to the participants waiving all vesting conditions and transferconditions and requiring all participants to comply with the exercise andconversion terms for the rights they wish to exercise, and sell their PlanSecurities as part of the change on control event.
Tax	The Company is not responsible for any tax which may become payable by aparticipant in connection with rights or securities under the EIP.If theCompany is obliged to collect taxes in respect of a participant the Companymay collect those taxes from the participant by deducting those taxes fromamounts due to the Participant or selling Plan Securities to satisfy the debt.

Administration	The EIP will be administered by the Board which has an absolute discretion todetermine appropriate procedures for its administration and resolve questionsof fact or interpretation and formulate special terms and conditions (subject tothe Listing Rules) in addition to those set out in the EIP.
Termination andamendment	The EIP may be terminated or suspended at any time by the Board if thetermination or suspension does not adversely affect the rights of participants.The Board may also decide not to issue any new invitations at any time.The EIP rules may be amended at any time by the Board. except where the
	amendment adversely affects the rights of participants and their PlanSecurities, in which case, the Board must obtain consent of the holders of atleast 75% of the Plan Securities affected

Corporations Act

Approval is also sought for the purposes of sections 259B and 260C of the Corporations Act 2001 (Cth).

The Amended EIP provides for the Company to take security over shares issued under the Amended EIP, and to place restrictions on transfer and voting which may also constitute taking security over its own shares. Section 259B(1) of the Corporations Act provides that a company must not take security over shares in itself except as permitted by the Corporations Act. Section 259B(2) provides that the Company may take security over shares in itself under an employee share scheme that has been approved by shareholders at a general meeting.

Under section 260C(4) of the Corporations Act, a company may financially assist a person to acquire its shares if the financial assistance is given under an employee share scheme that is approved by shareholders at a general meeting. The Amended EIP provides that the Company may make loans in respect of shares or other securities issued or to be acquired under the Plan and/or acquire shares or other securities to be held on trust for eligible participants. This may be considered to be the Company providing financial assistance for the acquisition of its own shares or other securities.

Director Recommendation

As the Directors of the Company are excluded from voting pursuant to the Listing Rules, they make no recommendation to the shareholders in respect of the EIP. The Chair in his capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution.

Voting Exclusions

Refer to Notes 7 and 9 for voting exclusions on this Resolution.

Resolution 5: Approval of 10% Placement Facility

Background

Listing Rule 7.1A enables an eligible entity to issue up to 10% of its issued share capital through placements over a 12-month period after the Annual General Meeting ("10% Placement Facility"). An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is, at the date of this Notice, an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability, if required, to issue equity securities under the 10% Placement Facility. The effect of this Resolution is to allow the Directors to issue equity securities under Listing Rule 7.1A during the 10% Placement Period (as defined below) without, or in addition to, using the Company's 15% placement capacity under Listing Rule 7.1.

Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A commences on the date of this Annual General Meeting and expires on the first to occur of the following:

• (i) the date that is 12 months after the date of this Annual General Meeting;
• (ii) the time and date of the Company's next Annual General Meeting; and
• (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

(10% Placement Period).

The Company will only issue and allot the equity securities approved under the 10% Placement Facility during the 10% Placement Period.

Outcome of this Resolution

If Shareholders approve this Resolution:

• x the number of equity securities permitted to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see below); and
• x the Company will be able to issue equity securities up to the combined 25% limits in Listing Rules 7.1 and 7.1A without 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.

Formula for calculating 10% Placement Facility

The maximum number of equity securities that may be issued by the Company under the 10% Placement Facility pursuant to Listing Rule 7.1A2 is calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue at the commencement of the "relevant period" (which, for the Company, is the 12-month period immediately preceding the date of the issue or agreement):
  • (A) plus the number of fully paid shares issued in the relevant period under an exception in Listing Rule 7.2, other than exception 9, 16 or 17;
  • (B) plus the number of fully paid shares issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:
    • (i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
    • (ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;
  • (C) plus the number of fully paid shares issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:
    • (i) the agreement was entered into before the commencement of the relevant period; or
    • (ii) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under rule 7.1 or rule 7.4;
  • (D) plus the number of fully paid shares issued in the relevant period with approval of holders of shares under Listing Rules 7.1 or 7.4.;
  • (E) plus the number of partly paid shares that became fully paid in the relevant period;
  • (F) less the number of fully paid shares cancelled in the relevant period.

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

• D is 10%
• E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.4.

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1. The actual number of equity securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula stated above.

Type and number of equity securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has one class of quoted equity securities, being 146,204,505 Fully Paid Ordinary Shares.

Minimum issue price and cash consideration

The equity securities will be issued for cash consideration at an issue price of not less than 75% of the VWAP for the Company's equity securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed by the Company and the recipient of the securities; or
• (ii) if the equity securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

Purpose of the funds raised

The purposes for which the funds raised by an issue under the 10% Placement Facility may be used by the Company include:

• (i) consideration for the acquisition(s) of the new assets and investments, including the expenses associated with such acquisition(s); and
• (ii) continued expenditure on the Company's current business and/or general working capital.

Dilution

If this Resolution is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the dilution table below.

Shareholders may be exposed to economic risk and voting dilution, including the following:

• (i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the Annual General Meeting; and
• (ii) the equity securities may be issued at a price that is at a discount 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 the equity securities.

The dilution table below shows the hypothetical dilution of existing Shareholders on the basis of the market price of Shares as at 29 December 2023 (Current Share Price) and the current number of Shares for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The dilution table also shows:

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

			Issue Price
Variable 'A' in Listing Rule7.1A.2		$0.02450% decrease inCurrent Share Price	$0.047Current SharePrice	$0.094100% increase inCurrent Share Price
Current Variable A146,204,505 Shares	10% VotingDilution		14,620,451 Shares
	Funds raised	$343,581	$687,161	$1,374,322
50% increase in currentVariable A219,306,758 Shares	10% VotingDilution		21,930,676 Shares
	Funds raised	$515,371	$1,030,742	$2,061,484
100% increase in currentVariable A292,409,010 Shares	10% VotingDilution		29,240,901 Shares
	Funds raised	$687,161	$1,374,322	$6,030,945

The dilution table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• No Options are exercised into Shares before the date of the issue of the Equity Securities;
• The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Annual General Meeting.
• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
• The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
• The Current Share Price is $0.047 being the closing price of the Shares on ASX on 29 December 2023.

Allocation Policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to relevant factors including, but not limited to, the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
• (ii) the effect of the issue of the equity securities on the control of the Company;
• (iii) the financial situation and solvency of the Company; and
• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders, subject to compliance with Listing Rule 10.11, and/or new Shareholders who are not related parties or associates of a related party of the Company.

Previous issues

The Company:

• (i) has not issued, nor agreed to issue, any equity securities under Rule 7.1A.2 in the 12-month period preceding the date of the Meeting; and
• (ii) had not agreed, before the 12-month period referred to in the preceding paragraph, to issue any equity securities under rule 7.1A.2 where such securities remain unissued as at the date of the Meeting.

Special Resolution

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution. This means it requires approval of 75% of the votes cast by Shareholders present or represented, and eligible to vote.

Directors Recommendations

The Board recommends that Shareholders vote in favour of this Resolution.

The Chair intends to vote 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 is not required by Listing Rule 7.3A.7.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

"$" means Australian Dollars;

"10% Placement Facility" has the meaning as defined in the Explanatory Statement for Resolution 5;

"15% Capacity" as the meaning as defined in the Explanatory Statement for Resolution 5;

"ASX" means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

"Auditor's Report" means the auditor's report on the Financial Report;

"AEDT" means Australian Eastern Daylight Time.

"Board" means the Directors acting as the board of Directors of the Company;

"Chair" means the person appointed to chair the Meeting of the Company convened by the Notice;

"Closely Related Party" means:

• (a) a spouse or child of the member; or
• (b) has the meaning given in section 9 of the Corporations Act.

"Company" means ReadCloud Limited ACN 136 815 891;

"Constitution" means the constitution of the Company as at the date of the Meeting;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Director" means a Director of the Company;

"Directors Report" means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

"Equity Security" has the same meaning as in the Listing Rules;

"Explanatory Statement" means the explanatory statement which forms part of the Notice;

"Financial Report" means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;

"Key Management Personnel" means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;

"Listing Rules" means the Listing Rules of the ASX;

"Meeting" has the meaning given in the introductory paragraph of the Notice;

"Notice" means this Notice of Meeting including the Explanatory Statement;

"Proxy Form" means the proxy form attached to the Notice;

"Remuneration Report" means the remuneration report which forms part of the Directors' Report of the Company for the financial year ended 30 September 2023 and which is set out in the 2023 Annual Report;

"Resolution" means a resolution referred to in the Notice;

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

"Shareholder" means shareholder of the Company;

"Trading Day" means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

"VWAP" means volume weighted average market price as defined in the Listing Rules.

	All Correspondence to:
	By Mail	Boardroom Pty LimitedGPO Box 3993Sydney NSW 2001 Australia
	By Fax:	+61 2 9290 9655
	Online:	www.boardroomlimited.com.au
		By Phone: (within Australia) 1300 737 760
		(outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recordedbefore 12:00am(AEDT)onWednesday, 21 February 2024.
TO VOTE ONLINE		BY SMARTPHONE
STEP 1: VISIT https://www.votingonline.com.au/rclagm2024

YOUR VOTE IS IMPORTANT

TO VOTE ONLINE BY SMARTPHONE

• STEP 1: VISIT https://www.votingonline.com.au/rclagm2024
• STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
• STEP 3: Enter your Voting Access Code (VAC):

Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. appoint a second proxy, an additional Proxy Form may be obtained by contacting the To appoint a second proxy you must: (b) return both forms together in the same envelope. To direct your proxy how to vote, mark one of the boxes opposite each item of business. All portion of securities are to be voted on any item by inserting the percentage or number that

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to company's securities registry or you may copy this form.

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

your securities will be voted in accordance with such a direction unless you indicate only a you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM

STEP 4 LODGEMENT

		QR Reader App
	STEP 3 SIGN THE FORM
The formIndividual:	must	be signed as follows:This form is to be signed by the securityholder.
		Joint Holding: where the holding is in more than one name, all the securityholders should
sign.
	Power of Attorney:	to sign under a Power of Attorney, you must have already lodged it withthe registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form
Companies:	when you return it.	this form must be signed by a Director jointly with either another Director or a
		Company Secretary. Where the company has a Sole Director who is also the Sole Company
		Secretary, this form should be signed by that person. Please indicate the office held by
	signing in the appropriate place.
	STEP 4 LODGEMENT
		Proxy forms (and any Power of Attorney under which it is signed) must be received no later
		than 48 hours before the commencement of the meeting, therefore by 12:00am (AEDT) on
	Wednesday, 21 February 2024.	Any Proxy Form received after that time will not be valid for
	the scheduled meeting.
	Proxy forms may be lodged	using the enclosed Reply Paid Envelope or:
	Online	https://www.votingonline.com.au/rclagm2024
	By Fax	+ 61 2 9290 9655
	By Mail	Boardroom Pty Limited
		GPO Box 3993,
		Sydney NSW 2001 Australia
		Boardroom Pty Limited
	In Person	Level 8, 210 George Street
		Sydney NSW 2000 Australia

Your Address

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of ReadCloud Limited (Company) and entitled to attend and vote hereby appoint:

╽

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held virtually via zoom https://vistra.zoom.us/webinar/register/WN\_onsAXyNHSC6Cvq7gQfHiFQ Friday, 23 February 2024 at 12:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1, 3 & 4, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this/these Item even though Resolutions 1, 3 & 4 is connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1, 3 & 4). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2	VOTING DIRECTIONSbe counted in calculating the required majority if a poll is called.		* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not
			ForAgainstAbstain*
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-Election of Mr Paul Collins as a Director of the Company
Resolution 3	Approval of Termination Benefits
Resolution 4	Approval of Amended Employee Incentive Plan and the issue of securities thereunder
Resolution 5Special	Approval of 10% Placement Facility
STEP 3	SIGNATURE OF SECURITYHOLDERSThis form must be signed to enable your directions to be implemented.
	Individual or Securityholder 1	Securityholder 2	Securityholder 3
	Sole Director and Sole Company Secretary	Director	Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024