REMSENSE TECHNOLOGIES LIMITED — AGM Information 2021

Nov 8, 2021

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ASX ANNOUNCEMENT

9 November 2021

NOTICE OF ANNUAL GENERAL MEETING

RemSense Technologies Limited attaches a copy of the notice of Annual General Meeting that was despatched to shareholders prior to the official listing of the Company on the ASX and prior to the issue of shares under the recent IPO. All shareholders registered at 5.00 pm WST on 16[th] November 2021 are eligible to vote at the meeting.

This release is authorised by the board of the company.

For further information:

Steve Brown Luke Forrestal Managing Director and CEO GRA Partners +61 8 6118 5610 +61 411 479 144 info@remsense.com.au luke.forrestal@grapartners.com.au

R e m S e n s e T e c h n o l o g i e s L i m i t e d | Suite 173, 580 Hay St Perth WA 6000| +61 8 6118 5610 | rem@remsense.com.au ACN 648 834 771

REMSENSE TECHNOLOGIES LIMITED ACN 648 834 771 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.00 am (WST) DATE : 17 November 2021 PLACE : Level 4, Suite 173, 580 Hay Street, Perth, WA.

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00 pm (WST) on16 November 2021.

BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1– RE-ELECTION OF DIRECTOR – NICOLE O’CONNOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That Ms Nicole O’Connor, a Director, who retires in accordance with clause 14.4 of the Company’s Constitution, and being eligible, is hereby re-elected as a Director.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ROSS TAYLOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 14.2 of the Company’s Constitution and for all other purposes, Mr Ross Taylor, a Director, retires by rotation, and being eligible, is hereby re-elected as a Director.”

3. RESOLUTION 3 – APPOINTMENT OF AUDITOR AT FIRST AGM

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Audit (WA) Pty Ltd, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the Meeting."

Dated: 12 October 2021

By order of the Board

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David McArthur Company Secretary

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Voting by proxy

To vote by proxy, please complete and sign the enclosed proxy form and return by the time and in accordance with the instructions set out on the proxy form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, David McArthur, on 94353200.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.remsense.com.au.

2. RESOLUTION 1- RE-ELECTION OF DIRECTOR – NICOLE O’CONNOR

2.1 General

Clause 14.4 of the Company’s Constitution states that any director appointed as an additional director during the year holds office only until the next following Annual General Meeting and is then eligible for re- election.

Ms O’Connor was appointed a director on 22 April 2021 and as such seeks reelection pursuant to clause 14.4.

2.2 Independence

If re-elected the Board considers Ms O’Connor will be an independent Director.

2.3 Board recommendation

The Board has reviewed Ms O’Connor’s performance since her appointment to the Board and considers that Ms O’Connor’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Ms O’Connor and recommends that Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2– RE-ELECTION OF DIRECTOR – ROSS TAYLOR

3.1 General

Clause 14.2 of the Company’s Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Ross Taylor, who has served as a Director since 19 March 2021, retires by rotation and seeks re-election pursuant to clause 14.2.

3.2 Independence

If re-elected the Board considers Mr Taylor will be an independent Director.

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3.3 Board recommendation

The Board has reviewed Mr Taylor’s performance since his appointment to the Board and considers that Mr Taylor’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Taylor and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3– APPOINTMENT OF AUDITOR AT FIRST AGM

Section 327B(1) of the Corporations Act provides that a public company must appoint an auditor at its first annual general meeting and at any subsequent annual general meeting thereafter where there is a vacancy.

The Directors appointed BDO Audit (WA) Pty Ltd as the Company’s auditor following registration of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for BDO Audit (WA) Pty Ltd to be appointed as the Company’s auditor. A copy of this nomination is attached to this Notice as Annexure A.

BDO Audit (WA) Pty Ltd has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act subject to Shareholder approval of this Resolution.

If this Resolution is passed, the appointment of BDO Audit (WA) Pty Ltd as the Company’s auditor will take effect at the close of this Meeting.

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GLOSSARY

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Remsense Technologies Limited (ACN 648 834 771).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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PROXY FORM

REMSENSE TECHNOLOGIES LIMITED ACN 648 834 771 ANNUAL GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10.00 am (WST) , on 17 November 2021 at Level 4, Suite 173, 580 Hay Street, Perth, WA , and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Re-election of Director- Nicole O’Connor
Resolution 2	Re-election of Director – Ross Taylor
Resolution 3	Appointment of Auditor at first AGM

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

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Instructions for completing Proxy Form

1.

Appointing a proxy

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

Direction to vote

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3.

Signing instructions :

• Individual : Where the holding is in one name, the Shareholder must sign.

• Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.

• Power of attorney : If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• Companies : Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

4. Attending the Meeting

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

5. Lodgement of Proxy Form

Proxy forms can be lodged:

(a) by completing and signing the enclosed Proxy Form and returning by:

• (i) post to Remsense Technologies Limited Level 4, Suite 173, 580 Hay Street, Perth WA 6000;

(ii) hand delivering to the company at Level 4, Suite 173, 580 Hay Street, Perth (iii) email to the Company Secretary at : davidm@broadwaymgt.com.au

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so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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