READYTECH HOLDINGS LIMITED — AGM Information 2021

Oct 13, 2021

14 October 2021

Dear Shareholder,

On behalf of the Board of Directors of ReadyTech Holdings Limited (ReadyTech), I am pleased to invite you to ReadyTech's Annual General Meeting (2021 AGM).

ReadyTech's 2021 AGM will be held on Wednesday, 17 November 2021 commencing at 11.00am (AEDT).

ReadyTech continues to monitor the ongoing risks from the COVID-19 disease outbreak. In the interests of the health and safety of shareholders, our people and other potential attendees and given the uncertainty regarding the rules which may be in place at the time of the meeting relating to in-person gatherings, the Board has decided to hold this year's meeting as an online (virtual) meeting.

Our virtual 2021 AGM will provide you with similar opportunities online as you would have attending a meeting in person. You will be able to view presentations, as well as vote and ask questions or make comments live during the meeting. A dial-in teleconference will also be available to shareholders.

Further details on how to participate in the 2021 AGM online are set out in the attached Notice of Meeting and in the Link Group Virtual Meeting Online Guide.

The Virtual Meeting Online Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step by step guide to successfully log in and navigate the site. The Virtual Meeting Online Guide will be released to the ASX and is also available on our website at (https://investors.readytech.com.au/investor-centre/?page=asx-announcements).

I encourage you to read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider lodging a directed proxy in advance of the meeting by following the instructions on the Proxy Form.

The Chief Executive Officer, Marc Washbourne, and I will comment briefly on the performance of ReadyTech during the year ended 30 June 2021 at the meeting. For further information please also refer to the 2021 Annual Report, which is available on our website (https://investors.readytech.com.au/investor-centre/?page=asx-announcements).

Subject to the abstentions noted in the Explanatory Memorandum, the Directors of ReadyTech unanimously recommend that shareholders vote in favour of all resolutions to be proposed at the 2021 AGM.

Thank you for your continued support of ReadyTech and I look forward to your attendance at the 2021 AGM.

Yours sincerely,

Tony Faure Chair

READYTECH HOLDINGS LIMITED ACN 632 137 216

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2021 Annual General Meeting (AGM or Meeting) of the shareholders of ReadyTech Holdings Limited ACN 632 137 216 (ReadyTech or Company) will be held:

Date: Wednesday, 17 November 2021 Time: 11.00am (AEDT) Venue: https://agmlive.link/RDY21

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on the matters to be considered at the 2021 AGM.

The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.

Further details on how to participate in the AGM are set out in the attached Notice of Meeting and in the Virtual Meeting Online Guide.

The Virtual Meeting Online Guide provides details about how to ensure your browser is compatible with the online platform, as well as a step by step guide to successfully logging in and navigating the site.

The Virtual Meeting Online Guide will be released to the ASX and is also available on our website at (https://investors.readytech.com.au/investor-centre/?page=asx-announcements).

It is recommended that shareholders log in to the online platform at least 15 minutes prior to the scheduled start time for Meeting on a supported web browser on their computer or online device.

To log in to the Meeting, shareholders will need their shareholder number, along with their postcode.

Proxyholders will need a proxy code to log in. This will be provided by the share registry prior to the Meeting.

Shareholders will need to contact Link Group on +61 1800 990 363 prior to the Meeting to obtain a personalised PIN number in order to ask a question or make a comment via the telephone.

CONSIDERATION OF REPORTS

To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the financial year ended 30 June 2021.

All shareholders can view the Annual Report which contains the Financial Report, the Directors' Report, and the Independent Auditor's Report of the Company for the year ended 30 June 2021 on the Company's website at www.readytech.com.au.

Shareholders are not required to vote on this item.

QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chair of the Meeting will give shareholders a reasonable opportunity to ask questions about or make comments on the business of the meeting, the management of the Company or about the Company generally.

The Chair will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• a. the conduct of the audit;
• b. the preparation and content of the Independent Auditor's Report;
• c. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
• d. the independence of the Auditor in relation to the conduct of the audit.

The Chair will also give the Auditor a reasonable opportunity to answer written questions submitted by shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit.

ITEMS FOR APPROVAL

Resolution 1. Re-election of Mr Tom Matthews

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

"That Mr Tom Matthews, who retires in accordance with clause 60.1 of the Company's Constitution and being eligible, is re-elected as a Director of the Company."

Resolution 2. Remuneration Report

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

"That the Company's Remuneration Report for the financial year ended 30 June 2021, be adopted."

The Remuneration Report is contained in the Company's 2021 Annual Report (available at www.readytech.com.au).

Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (the Corporations Act), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 2 must not be cast (in any capacity) by, or on behalf of, the following persons:

• a. a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2021 Remuneration Report; or
• b. a closely related party of such a KMP (including close family members and companies the KMP controls).

However, a person described above may cast a vote on Resolution 2 as a proxy if the vote is not cast on behalf of a person described above and either:

• a. the proxy appointment is in writing that specifies the way the proxy is to vote on the resolution; or
• b. the vote is cast by the chair of the Meeting and the appointment of the chair as proxy:
  • i. does not specify the way the proxy is to vote on the resolution; and
    • ii. 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 KMP.

In accordance with section 250BD of the Corporations Act, a vote must not be cast on Resolution 2 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

"Key management personnel" and "closely related party" have the same meaning as set out in the Corporations Act.

Resolution 3. Issue of Performance Rights under the ReadyTech Equity Incentive Plan – Marc Washbourne

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of 120,528 performance rights to Marc Washbourne under the ReadyTech Equity Incentive Plan on the terms set out in the ReadyTech Equity Plan and as described in the Explanatory Memorandum which forms part of the Notice of Meeting, is approved."

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• a. Marc Washbourne; or
• b. an associate of Marc Washbourne.

Additionally, in accordance with ASX Listing Rule 14.11, the Company will also disregard any votes cast in favour of Resolution 3 by or on behalf of a person is referred to in rule 10.14.1, 10.14.2, or 10.14.3 (or an associate of those persons) who is eligible to participate in the employee incentive scheme in question.

However, this does not apply to a vote cast in favour of Resolution 3 by:

• a. a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on Resolution 3 in that way; or
• b. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on the Resolution as the Chair of the Meeting decides; or
• c. a shareholder 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 3; and
  • ii. the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

In addition, in accordance with section 250BD(1) of the Corporations Act, a vote on Resolution 3 by or on behalf of a member of the KMP or Closely Related Party of a member of the KMP as a proxy unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting where the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

By Order of the Board

Nimesh Shah Chief Financial Officer and Company Secretary 14 October 2021

ENTITLEMENT TO ATTEND AND VOTE

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of ReadyTech as at 7:00pm (AEDT) on Monday, 15 November 2021 will be entitled to attend and vote at the 2021 AGM as a shareholder.

If more than one joint holder of shares is present at the 2021 AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of Proxy

If you are a Shareholder entitled to attend and vote, you may appoint a proxy to attend and act on your behalf at the 2021 AGM. A proxy need not be a shareholder of the Company and can be an individual or a body corporate.

If a Shareholder is entitled to cast two or more votes at the 2021 AGM, the Shareholder may appoint one or two proxies. If two proxies are appointed, the appointing Shareholder may specify the proportion or number of their votes each proxy is appointed to exercise. In accordance with Rule 49.4 of the Company's Constitution, if no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the 2021 AGM

To be effective, the proxy must be received at the Share Registry of the Company no later than 11.00am (AEDT) on Monday, 15 November 2021. Proxies must be received before that time by one of the following methods:

ONLINE (preferred method)

www.linkmarketservices.com.au

BY MAIL

ReadyTech Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX +61 2 9287 0309

BY HAND

Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am to 5:00pm) and subject to public health orders and restrictions

ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Undirected proxies

If the Chair of the meeting is appointed or taken to be appointed as a proxy and you do not specify in the Proxy Form the manner in which you wish the Chair to vote on the resolution to be considered at the meeting, then by submitting your Proxy Form you will be expressly authorising the Chair to exercise your proxy on the relevant resolution. The Chair intends to exercise all available votes in favour of the resolution.

Power of Attorney

If you are a Shareholder entitled to attend and vote, you may appoint an attorney to act on your behalf at the 2021 AGM. Your appointment must be made by a duly executed power of attorney. The power of attorney (or a certified copy of it) must be received by ReadyTech no later than 11.00am (AEDT) on Monday, 15 November 2021, being 48 hours before the 2021 AGM.

Corporate Representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the 2021 AGM.

The appointment of the representative must comply with the requirements under section 250D of the Corporations Act.

Appointed body corporate representatives will need to provide a signed "Appointment of Corporate Representative" form to Link Group no later than 11.00am (AEDT), on Monday, 15 November 2021 unless it has been previously provided. The form can be obtained online at linkmarketservices.com.au.

Voting at the Meeting

It is intended that voting on each of the proposed resolutions at this Meeting will be conducted by a poll, rather than on a show of hands.

IMPORTANT: If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on Resolutions 2 and 3 then by submitting the proxy form you will be expressly authorising the Chair to exercise your proxy on the resolution, even though the resolution is connected, directly or indirectly, with the remuneration of the KMP.

SHAREHOLDER QUESTIONS – SUBMITTED PRIOR TO THE MEETING

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so. Please log onto www.linkmarketservices.com.au, select Voting then click 'Ask a Question'.

To allow time to collate questions and prepare answers, please submit any questions by 5.00pm (AEDT) on Wednesday, 10 November 2021. Questions will be collated and, during the AGM, the Chair will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.

CONDUCT OF MEETING

ReadyTech is committed to ensuring that its shareholder meetings are conducted in a manner which provides those shareholders (or their proxy holders) who attend the meeting with the opportunity to participate in the business of the meeting in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about the Company generally.

ReadyTech will not allow conduct at any shareholder meeting which is discourteous to those who are present at the meeting, or which in any way disrupts or interferes with the proper conduct of the meeting. The Chair of the Meeting will exercise his powers as the Chair to ensure that the meeting is conducted in an orderly and timely fashion, in the interests of all attending shareholders.

In the event that technical issues arise, ReadyTech will have regard to the impact of the technical issues on shareholders participating and casting votes online and the Chair of the Meeting may, in exercising his powers as the Chair, issue any instructions for resolving the issue and may continue the meeting if it is appropriate to do so.

PARTICIPATION IN THE MEETING

There are a number of ways shareholders and interested parties can participate in the AGM:

• Online: shareholders and proxyholders are encouraged to participate in the AGM online, which will allow them to view presentations, ask questions in writing and vote.
• Teleconference: for shareholders and proxyholders who are unable or do not wish to access the meeting online, this will allow them to listen to the meeting live and ask questions on the telephone, but not vote. Shareholders will need to contact Link Group to pre-register.

Please note that there may be a short delay when attending the AGM online.

ENCLOSURES

Enclosed are the following documents:

• Proxy Form to be completed if you would like to be represented at the AGM by a proxy. Shareholders are encouraged to use the online voting facility that can be accessed on ReadyTech's share registry's website at www.linkmarketservices.com.au to ensure the timely and cost effective receipt of your Proxy Form; and
• a reply paid envelope for you to return the Proxy Form.

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared in relation to the business to be conducted at ReadyTech's 2021 AGM to be held at 11.00am on Wednesday, 17 November 2021.

The purpose of this Explanatory Memorandum is to provide shareholders of ReadyTech (Shareholders) with information that is reasonably required by Shareholders to decide how to vote upon the resolutions being put forward at the 2021 AGM.

The Chair of the 2021 AGM intends to vote all available undirected proxies in favour of each resolution.

Resolutions 1, and 3 are ordinary resolutions, which require a simple majority of votes cast by Shareholders entitled to vote on the resolution.

Resolution 2, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

Resolution 1. Re-election of Mr Tom Matthews

Mr Tom Matthews retires in accordance with Rule 60.1 of the Constitution and seeks re-election in accordance with Rule 60.5.

Mr Matthews was appointed to the Board on 8 March 2019 as a Non-Executive Director.

Mr Matthews has over 18 years of experience in private equity, principal investment, investment banking and middle market advisory and valuations in both Australia and the UK.

A partner at leading private equity manager Pemba, Tom has led a number of transactions across Pemba's areas of focus since 2015, including investments into HR3, JobReady, Marque Group, Open Office, ONCALL, RxMx and Vets Central.

Mr Matthews held a variety of senior roles prior to joining Pemba, including at private equity firm Sovereign Capital Partners in the UK, the Investment Banking Group of Macquarie Bank, and Deloitte Corporate Finance in both Sydney and London.

Qualifications: Mr Matthews is a CFA charter holder, a member of the Sydney CFA Society and also has a Masters of Applied Finance and Investment from the Financial Services Institute of Australasia and a Bachelor of Sciences honours degree in Management Sciences from the London School of Economics.

Other current directorships: Marque Group, ONCALL, RxMx and Vets Central.

Mr Matthews is a representative of Pemba and accordingly is not considered independent. Pemba is a substantial holder of the Company.

Mr Matthews' extensive experience has been of great benefit to the Company, particularly Mr Matthews' financial, M&A and technology experience.

Prior to submitting himself for re-election, Mr Matthews has confirmed that he would continue to have sufficient time to properly fulfil his duties and responsibilities to the Company.

The Board supports Mr Matthews' re-election as a Non-Executive Director as Mr Matthews provides a valuable contribution to the Board and Company, specifically in relation to financial, M&A and technology matters, and therefore is recommended to shareholders for re-election.

The Directors, with Mr Tom Matthews abstaining, unanimously recommend that Shareholders vote in favour of Resolution 1.

Resolution 2. Remuneration Report

Section 250R(2) of the Corporations Act 2001 (Cth) (the Corporations Act) requires that the section of ReadyTech's Directors' Report dealing with the remuneration of the key management personnel (Remuneration Report) be put to the vote of shareholders for adoption by way of a non-binding vote.

Key management personnel (KMP) are those persons having authority and responsibility for planning, directing and controlling the activities of ReadyTech including any executive or non-executive director.

Broadly, the Remuneration Report:

• discusses ReadyTech's policy in relation to remuneration of the KMP;
• discusses the relationship between the Board's remuneration policy and Company performance;
• details any performance conditions attached to KMP remuneration; and
• sets out remuneration details for each KMP.

Shareholders can view the full Remuneration Report on ReadyTech's website at www.readytech.com.au.

Following consideration of the Remuneration Report, the Chair of the Meeting will give shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. A resolution that the Remuneration Report be adopted will then be put to the vote. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration in setting remuneration policy for future years.

Noting that each Director has a personal interest in their own remuneration from the Company, as described in the Remuneration Report, the Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

Resolution 3. Issue of Performance Rights under the ReadyTech Equity Incentive Plan – Marc Washbourne

This resolution deals with the proposed grant of performance rights (Performance Rights or Rights) under the Equity Incentive Plan (Plan) to Mr Marc Washbourne, Chief Executive Officer and a Director of the Company.

The Plan is intended to align the interest of Mr Washbourne with the interests of Shareholders and is governed by the rules of the ReadyTech Equity Incentive Plan.

Awards under the Plan are structured as a Performance Right to receive Shares in the Company at a future date subject to satisfaction of the applicable vesting conditions.

The Company has agreed, subject to obtaining shareholder approval to grant a total of 120,528 Performance Rights to Mr Washbourne.

The ASX Listing Rules and the Corporations Act set out a number of regulatory requirements which must be satisfied. These are summarised below.

Listing Rule 10.14 requires the approval of ordinary shareholders to issue securities under an employee incentive scheme to a Director of the Company. Accordingly, approval for the grant of the Performance Rights to Mr Washbourne is required.

Approval of this resolution will result in the grant of Performance Rights to Mr Washbourne falling within exception 14 in Listing Rule 7.2 (in addition to exception 13). Therefore, the issue of securities to Mr Washbourne will not be included in the 15% calculation for the purposes of Listing Rule 7.1. The issue of Shares in the Company on the exercise of the Performance Rights will also be excluded from Listing Rule 7.1.

Purpose of the Plan

The Company has established the Plan to assist in the motivation, retention and reward of senior executives.

The Plan is designed to align the interests of senior executives with Shareholders by providing an opportunity for the participants to receive an equity interest in the Company.

Calculation of the Proposed Number of Performance Rights

The number of Performance Rights to be granted has been calculated by dividing the total value of the award by $1.8668, which is volume weighted average price (VWAP) for the three months prior to the commencement of the Performance Period (so 1 April 2021 to 30 June 2021), with a 10% discount. The value of the award is $225,002.

It is proposed that Mr Washbourne be granted 120,528 Performance Rights. If approved, the Performance Rights will be granted to Mr Washbourne for nil financial consideration.

Vesting period

The Performance Period will commence on 1 July 2021 and conclude on 30 June 2024, noting that:

• 50% of the Performance Rights awarded will be tested against the performance conditions and vest (subject to performance against the applicable vesting conditions) following the release of the results for ReadyTech for the period ended 30 June 2023; and
• 50% of the Performance Rights awarded will be tested against the performance conditions and vest (subject to performance against the applicable vesting conditions) following the release of the results for ReadyTech for the period ended 30 June 2024.

If any Performance Rights vest following the period ended 30 June 2023, the Shares allocated to Mr Washbourne will remain subject to a holding lock and Mr Washbourne will not be permitted to deal in Shares until the holding lock has been removed.

Performance conditions

Vesting of the Performance Rights will be subject to:

• an earnings per share (EPS) compound annual growth rate performance condition applicable to 50% of the Performance Rights (EPS CAGR Hurdle); and
• a recurring revenue per share compound annual growth rate performance condition applicable to 50% of the Performance Rights (Recurring Revenue CAGR Hurdle).

EPS CAGR Hurdle – applicable to 50% of the Performance Rights

50% of the Performance Rights are based on an EPS performance hurdle, tested based on the compound annual growth rate (CAGR) of the Company's EPS over the two and three year period commencing 1 July 2021 and ending on 30 June 2023 and 30 June 2024 respectively.

EPS measures the earnings generated by the Company attributable to each share on issue on a fully diluted basis.

Calculation of the CAGR of the EPS and achievement against the EPS CAGR Hurdle will be determined by the Remuneration and Nomination Committee of the Company in its absolute discretion, having regard to any matters that it considers relevant.

The percentage of Rights that vest in the EPS tranche, if any, will be determined by reference to the following vesting schedule, subject to any adjustments for abnormal or unusual profit items that the Board, in its discretion, considers appropriate:

EPS CAGR Hurdle	Percentage of Performance Rights vesting
Compound annual growth rate of 17% or more	100%
Compound annual growth rate between 13% andbelow 17%	Pro-rata vesting of the Performance Rightsbetween 50% and 100%
Compound annual growth rate of 13%	50%
Compound annual growth rate of less than 13%	0%

Recurring Revenue CAGR Hurdle – applicable to 50% of the Performance Rights

50% of the Performance Rights are based on a recurring revenue performance condition tested over the two and three year periods commencing 1 July 2021 and ending on 30 June 2023 and 30 June 2024 respectively.

The Recurring Revenue per share CAGR Hurdle has been determined with reference to the macroeconomic environment, relevant benchmarks and the Company's strategy.

The percentage of Rights that vest in the recuring revenue per share CAGR tranche, if any, will be determined by reference to the following vesting schedule, subject to any adjustments for abnormal or unusual items that the Board, in its discretion, considers appropriate:

Recurring Revenue Hurdle	Percentage of Performance Rights vesting
Compound annual growth rate of 17% or more	100%
Compound annual growth rate between 13% andbelow 17%	Pro-rata vesting of the Performance Rights between50% and 100%
Compound annual growth rate of 13%	50%
Compound annual growth rate of less than 13%	0%

Testing of the EPS CAGR Hurdle and Recurring Revenue Hurdle will occur shortly after the end of the relevant performance period and release of the Company's full year audited results for the preceding financial year, and the number of Performance Rights that vest (if any) will be determined.

Additional Terms of the Performance Rights

• Performance Rights do not carry any dividend or voting rights prior to vesting.

• In respect of vested Performance Rights, the Board may in its absolute and unfettered discretion determine to make a cash payment in lieu of allocating some or all of the Shares (Cash Equivalent Value) and any Cash Equivalent Value paid will be calculated in accordance with the Rules.

• The Company's obligation to allocate Shares on vesting of the Performance Rights may be satisfied by issuing new shares, procuring the transfer to, or procuring the setting aside for the participant the number of shares in respect of which Performance Rights have vested.

• The Plan contains provisions which give the Board the ability, in certain circumstances, to impose clawback, including the lapse of unvested Performance Rights and forfeit of shares allocated upon vesting of Performance Rights (e.g. in the event of fraud, dishonesty or material breach of obligations to the Group).

• The Performance Rights will vest in two tranches over a three year performance period from the grant date in the following proportions (subject to satisfaction of the applicable performance conditions):

• o Year 2 50%

• o Year 3 50%

• Performance will be tested at the end of each relevant period (in years 2 and 3) to determine the extent to which ReadyTech has satisfied the performance conditions.

• In the event, in the Board's opinion, there is the likely result of a change in the control (as defined in the Plan rules) of the Company, the Board has discretion to determine that all or a specified number of the Performance Rights vest.

• In the event there is any corporate action by, or capital reconstruction in relation to the Company (including but not limited to return of capital), adjustments may be made to the number of Performance Rights and/or the number of Shares to which Mr Washbourne is entitled upon vesting in accordance with the ASX Listing Rules or in a manner that the Board considers appropriate.

• In the event of cessation of employment, unvested Performance Rights will be treated as follows:

  • o If Mr Washbourne ceases employment prior to the vesting date other than as a Good Leaver (detailed below), all of the unvested Performance Rights will lapse unless the Board determines otherwise; and
  • o If Mr Washbourne ceases employment prior to vesting date due to death, total and permanent disability or redundancy or any other circumstances in which the Board determines Mr Washbourne to be a Good Leaver (Good Leaver), the unvested Performance Rights remain on foot and subject to the original performance conditions, and tested in the normal course following the end of the Performance Period, vesting on a pro-rata basis.

• The Board has the discretion to lapse any or all unvested Performance Rights it deems appropriate in the circumstances.

• Under the Plan rules, any dealing in respect of a Performance Right is prohibited, unless the Board determines otherwise or the dealing is required by law.

Technical information for the purposes of the ASX Listing Rules

ASX Listing Rule 10.15 contains requirements as to the contents of a Notice sent to Shareholders for the purposes of ASX Listing Rule 10.14 and the following information is included in this Explanatory Statement for that purpose:

• Marc Washbourne is the Chief Executive Officer of ReadyTech and is also a Director of ReadyTech and accordingly, shareholder approval for Mr Washbourne to acquire securities under an employee incentive scheme is required.
• It is proposed that 120,528 Performance Rights be allocated to Marc Washbourne. The Performance Rights may convert to Shares on a one-for-one basis subject to the achievement of the vesting conditions.
• Mr Washbourne's total remuneration package for FY2021 included:
  • o a fixed base salary of $310,000;
  • o a cash bonus of $101,680;
  • o superannuation of $21,694; and
  • o equity settled of $97,342.

Further information regarding the remuneration of Mr Washbourne is set out in the Company's Remuneration Report which forms part of the 2021 Annual Report.

• Marc Washbourne received 173,630 Performance Rights under the Plan on 9 December 2020, as approved by Shareholders at the 2020 Annual General Meeting held on 18 November 2020 (issued for nil financial consideration).
• The Performance Rights are not quoted on ASX and carry no voting or dividend rights. Any Shares allocated on vesting of the Performance Rights will rank equally with ordinary shares on

issue at the time. A summary of the material terms of the Performance Rights is included in Attachment A of this Explanatory Memorandum.

• The Performance Rights are being issued to incentivise Mr Washbourne to deliver the Company's growth strategy and drive financial performance in the interests of shareholders. The Board is satisfied that Mr Washbourne's remuneration arrangements are competitive relative to ASX market and industry peers.
• The value that the Company attributes to the Performance Rights being issued is $225,002 and is calculated by reference to Mr Washbourne's base salary.
• It is currently expected that the Performance Rights will be issued to Marc Washbourne on or around 17 November 2021 subject to shareholder approval. The Performance Rights will be issued no later than three years after the date of the Meeting.
• The Performance Rights will be issued to Mr Marc Washbourne for nil financial consideration and no cash consideration will be payable upon the conversion of the Performance Rights or the subsequent issue of Shares (if any). Accordingly, no funds will be raised from the issue or conversion of the Performance Rights.
• A summary of the material terms of the Plan are included in Attachment A of this Explanatory Memorandum.
• No loan will be provided to Mr Marc Washbourne in relation to the Performance Rights to be issued under the Plan.
• Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under listing rule 10.14.
• Any additional persons covered by listing rule 10.14 who become entitled to participate in an issue of securities under the scheme after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.
• A Voting Exclusion Statement is set out under the Resolution in the Notice of Meeting.

Resolution 3 is an ordinary resolution, which requires a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

The Directors, with Marc Washbourne abstaining, unanimously recommend Shareholders vote in favour of the Resolution.

The Directors (apart from Mr Washbourne), who do not have an interest in the outcome of the relevant resolution, unanimously recommend that Shareholders vote in favour of this Resolution for the reasons set out below:

• The Directors consider that it is important for the Company to be able to attract and retain an experienced Chief Executive Officer and that the proposed grant of Performance Rights to Mr Washbourne is appropriate taking into account his level of experience and contribution to the Company.
• The Directors consider that the proposed number of Performance Rights to be granted to Mr Washbourne is appropriate to:
  • o motivate Mr Washbourne to pursue long-term growth and success of the Company (within an appropriate control framework);
  • o align the interests of key leadership with the long-term interests of the Company's shareholders; and
  • o ensure a clear correlation between performance and remuneration, in accordance with the Company's remuneration policy.
• The ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition) note that equity-based remuneration can be an effective form of remuneration for executives when linked to hurdles that are aligned to short, medium and longerterm objectives.

Attachment A – Terms of the ReadyTech Equity Incentive Plan

The terms of the ReadyTech Equity Incentive Plan are set out in the Plan Rules. The key elements of the ReadyTech Equity Incentive Plan are as follows:

Eligibility toparticipate	Offers may be made at the Board's discretion to a director, employee,contractor or consultant of ReadyTech or its subsidiaries (as defined in theCorporations Act) (Group) or any other person whom the Board determines tobe eligible to participate in the Plan and who is invited to participate in the Planby the Company.
Types ofsecurities	One or more of the following may be granted to eligible participants under theReadyTech Equity Incentive Plan:
	performance rights: the right to be allocated or issued a share subject tothe satisfaction of any applicable performance conditions or tradingrestrictions and the terms of the individual offer;options: the right to a share subject to the payment of the applicableexercise price, the satisfaction of any applicable performance conditionsor trading restrictions and the terms of the individual offer; and/orrestricted shares: a share issued to an eligible participant subject to therestrictions set out in the ReadyTech Equity Incentive Plan, which mayinclude a trading restriction and the right of ReadyTech to buy back orfacilitate the transfer to a third party to discharge any financial assistanceapplicable to the grant of the restricted shares.
Offers	The Board, in its absolute discretion, may make offers to eligible participantsto:
	participate in a grant of performance rights or options on the terms set outin the ReadyTech Equity Incentive Plan and additional terms andconditions that the Board determines apply to an individual offer; and/oracquire restricted shares (separate to, and independent from, any sharesacquired under a performance right or option) subject to the specific termscontained in an individual invitation letter.
Considerationpayable	Unless otherwise determined by the Board, no payment is payable by aneligible participant on grant of a performance right, option or restricted share.
Vesting	Each grant of security under the ReadyTech Equity Incentive Plan is subjectto the terms of the individual offer.
	Subject to the Board's discretion and the participant complying with theconductrequirementsundertheReadyTechEquityIncentivePlan,performance rights vest on satisfaction of the performance conditions thatapply to an individual offer, unless otherwise waived by the Board acting in itssole discretion.
	Subject to the participant complying with the conduct requirements under theReadyTech Equity Incentive Plan, options only become exercisable if theperformance conditions and other relevant conditions applicable to anindividual offer are satisfied. The exercise of an option will be effected in themanner determined by the Board and must be accompanied by the exerciseprice.
	The Board may determine in its absolute discretion that a performance right oroption will be satisfied by the payment of a cash payment to the participant inlieu of allocating shares to the participant.

Cessation ofemployment	Generally, if a participant ceases to be an eligible participant before the vestingdate of a performance right or the exercise of an option, the performance rightor option lapses, unless otherwise determined by the Board in its discretion orin accordance with the specific terms contained in an invitation letter.
Restriction ondealing withshares	The Board may, in its discretion, impose restrictions on dealing with:shares allocated or issued on vesting of a performance right or option; orrestricted shares.
Change of control	On the occurrence of a change of control event, the Board may, in its absolutediscretion, determine that all or a specified number of a participant'sperformance rights immediately vest or options be immediately exercisable.

	LODGE YOUR VOTE
	ONLINEwww.linkmarketservices.com.au
	 BY MAILReadyTech Holdings LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia
	BY FAX+61 2 9287 0309
	BY HANDLink Market Services LimitedLevel 12, 680 George Street, Sydney NSW 2000
	ALL ENQUIRIES TOTelephone: 1300 554 474Overseas: +61 1300 554 474

Name

Email

PROXY FORM

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

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy (an email will be sent to your appointed proxy with details on how to access the virtual meeting)

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am (AEDT) on Wednesday, 17 November 2021 (the Meeting) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in: Online at https://agmlive.link/RDY21 (refer to details in the Virtual Meeting Online Guide).

Important for Resolutions 2 & 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 2 & 3, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

1 Re-election of Mr Tom Matthews

3 Issue of Performance Rights under the ReadyTech Equity Incentive Plan – Marc Washbourne

2 Remuneration Report

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions For Against Abstain*

STEP 2

STEP 3

STEP 1

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

RDY PRX2102N

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO 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 those 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 Form, including where those Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in 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 A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares 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; and

(b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth)) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting Virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at vote@linkmarketservices.com.au prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www. linkmarketservices.com.au.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEDT) on Monday, 15 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MAIL

ReadyTech Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome Version 44 & 45 and after
• Firefox 40.0.2 and after
• Safari OS X v10.9 & OS X v10.10 and after
• Internet Explorer 9 and up
• Microsoft Edge 92.0 and after

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Virtual Meeting Online Guide

Step 1

Open your web browser and go to https://agmlive.link/RDY21

Step 2

Log in to the portal using your full name, mobile number, email address, and participant type.

Please read and accept the terms and conditions before clicking on the blue 'Register and Watch Meeting' button.

• On the left a live audio webcast of the Meeting
• On the right the presentation slides that will be addressed during the Meeting
• At the bottom buttons for 'Get a Voting Card', 'Ask a Question' and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

1. Get a Voting Card

To register to vote – click on the 'Get a Voting Card' button.

This will bring up a box which looks like this.

	Please provide your Shareholder or Proxy details
	SHAREHOLDER DETAILS
Shareholder Number		Post Code
	SUBMIT DETAILS AND VOTE
	OR
	PROXY DETAILS
Proxy Number
	SUBMIT DETAILS AND VOTE

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the 'SUBMIT DETAILS AND VOTE' button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

Full Votes

To submit a full vote on a resolution ensure you are in the 'Full Vote' tab. Place your vote by clicking on the 'For', 'Against', or 'Abstain' voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the 'Partial Vote' tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the 'Submit Vote' or 'Submit Partial Vote' button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message 'Not yet submitted' will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on 'Edit Card'. This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the 'Ask a Question' button either at the top or bottom of the webpage.

The 'Ask a Question' box will then pop up with two sections for completion.

Ask a Question
	We welcome any questions that you may have and will endeavour toanswer all questions during the AGM. To submit a question, please selectwhat the question pertains to and type your question in the providedarea. If you have multiple questions please submit each individually.
Regarding	General Business
Question
	Type your question here
Submit Question

In the 'Regarding' section click on the drop down arrow and select the category/resolution for your question.

Click in the 'Question' section and type your question and click on 'Submit'.

A 'View Questions' box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

5. Phone Participation

What you will need

• a) Land line or mobile phone
• b) The name and securityholder number of your holding/s
• c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by 11:00am on 15 November 2021.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: 1800 434 064 or +61 2 9000 2115 (overseas)

Step 2

You will be greeted with a welcome message and provided with instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be asked to provide your PIN by the moderator. This will verify you as a securityholder and allow you to ask a question on the resolutions at the Meeting.

Step 3

Once the moderator has verified your details you will be placed into a waiting room where you will hear music playing.

Note: If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Asking a Question

Step 1

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

Please advise if your question relates to an item of business or General Business. The moderator will make a note and ask if you have any additional questions.

Step 3

When it is time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking.

Note: If at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you have also joined the Meeting Online, we ask that you mute your laptop, desktop, tablet or mobile device while you ask your question.

Step 4

Your line will be muted once your question has been answered.

Contact us

Australia T +61 1800 990 363 E info@linkmarketservices.com.au