SPACETALK LTD — Proxy Solicitation & Information Statement 2025

Mar 13, 2025

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NOTICE OF EXTRAORDINARY GENERAL MEETING OF SPACETALK LTD (ACN 091 351 530)

TAKE NOTICE that the Extraordinary General Meeting of Shareholders of the Company will be held at the place, date and time specified below:

Place: Virtual meeting via https://meetings.lumiconnect.com/300-903-605-222

Date: Tuesday, 15 April 2025 Time: 11:00 am AEST

The Meeting is being held by way of a virtual meeting (electronically). Shareholders are urged to attend and vote at the meeting electronically using the online meeting technology or vote by lodging the Proxy Form attached to this Notice.

DATED this 14 March 2025

By order of the Board:

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Kim Larkin

Company Secretary

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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AGENDA

A. Address by the Chairman and/or Chief Executive Officer

B. Resolution:

1. Approval to Issue Warrant

To consider and, if in favour, pass the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of a Warrant to Pure Asset Management Pty Ltd in its capacity as trustee for the Income and Growth Fund (or their nominee) on such terms and conditions more particularly described in the Explanatory Memorandum.”

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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NOTES

1.

Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting is incorporated in, and comprises part of, this Notice of Extraordinary General Meeting and should be read in conjunction with this Notice of Extraordinary General Meeting.

2.

Voting exclusion statement

Resolution 1 – The Company will disregard any votes cast in favour of this Resolution by or on behalf of Pure Asset Management Pty Ltd (or their nominee), who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of the Warrant (except a benefit solely by reason of being a shareholder); or any associates of that person.

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

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

• the chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the chair to vote on this Resolution as the chair decides; or

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

• a. 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 this Resolution; and

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

Who may vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that a person’s entitlement to attend and vote at the Meeting will be those persons set out in the register of Shareholders as at 7.00pm (AEST) on 13 April 2025. This means that any Shareholder registered at 7.00pm (AEST) on 13 April 2025 is entitled to attend and vote at the Meeting.

3. Voting using the Online Meeting Technology

The Meeting will be held by way of a virtual meeting which means it is being held electronically using the Lumi AGM technology which gives Shareholders access to join and participate in the Meeting via webcast, submit questions to the Chairman in real time and directly vote at the Meeting using the voting technology.

5.

Shareholder questions

Whilst Shareholders will be provided with the opportunity to submit questions online at the meeting, it would be desirable if the Company was able to receive them in advance.

Shareholders are therefore requested to send any questions they may have for the Company or its Directors at the virtual Extraordinary Shareholders’ Meeting to the Company Secretary, Kim Larkin, by emailing kim.larkin@boardroomlimited.com.au.

Please note that not all questions may be able to be answered during the meeting. In this case answers will be made available on the Company’s website after the meeting.

6. Proxies

A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting.

• A proxy need not be a Shareholder.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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• If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder.

• If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.

• Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded.

• A Proxy Form accompanies this Notice.

• Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstain from voting.

• If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company.

• The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.

• If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.

• The Proxy Form (together with any relevant authority) must be received by no later than 11:00am (AEST) on 13 April 2025 before the time scheduled for the commencement of the Meeting (or any adjournment of that Meeting).

• The completed Proxy Form may be:

• Mailed to the address on the Proxy Form; or

• Faxed to Spacetalk Ltd, Attention Company Secretary, on facsimile number 02 9290 9655.

• Voted online via the Company’s Share Registry at https://www.votingonline.com.au/spaegm2025

Online Voting Procedures during the Meeting

Shareholders who wish to participate in the Meeting online may do so:

1. From their computer, by entering the URL into their browser:

https://meetings.lumiconnect.com/300-903-605-222

1. From their mobile device, by entering the URL in their browser:

https://meetings.lumiconnect.com/300-903-605-222

If you choose to participate in the Meeting online you can log in to the Meeting by entering:

1. The Meeting ID, which is – 300-903-605-222

2. Your username, which is your Voting Access Code (VAC) which can be located on the first page of your Proxy Form or Notice of Meeting email; and

3. Your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the country of their registered address as it appears on a recent statement.

If you have been nominated as a third-party proxy, please contact Boardroom on 1300 737 760.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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Attending the Meeting online enables Shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.

7. 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 section 250D of the Corporations Act authorising him or her to act as that company’s representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting.

8. Voting Intentions

Subject to any voting restrictions and exclusions, the Chairman intends to vote in FAVOUR of the Resolution.

9. Technical Difficulties

Technical difficulties may arise during the course of the meeting. The chair of the meeting has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the chair of the meeting will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected.

Where the chair of the meeting considers it appropriate, the chair of the meeting may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to submit a directed proxy in advance of the meeting in accordance with the instructions below, so that votes can still be counted even if you plan to attend the meeting online.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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SPACETALK LTD

(ACN 091 351 530)

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice convening the Extraordinary General Meeting of Shareholders of Spacetalk Ltd ( Company ) to be held virtually at 11:00 am (AEST) on 15 April 2025.

This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed Resolution. Both documents should be read in their entirety and in conjunction with each other.

Explanatory Note to the Resolution

Resolution 1 – Approval to Issue Warrant

This Resolution seeks Shareholder approval to issue a Warrant, to Pure Asset Management Pty Ltd in its capacity as trustee for the Income and Growth Fund (or their nominee) ( Pure ) as announced to ASX on 24 February 2025, under Listing Rule 7.1 on such terms and conditions more particularly described below.

On exercise, the Warrant may be exercised into 9,000,000 Shares. Pure may exercise the Warrant in whole or in part on the terms detailed in Appendix A.

Listing Rule 7.1 provides that a company must not, subject to specified exceptions under Listing Rule 7.2, issue or agree to issue equity securities during any 12-month period in excess of 15% of the number of securities on issue at the commencement of that 12-month period without Shareholder approval. As such, Shareholder approval is sought to issue the Warrant to Pure.

The effect of this Resolution, if passed, will be to allow the Company to issue the Warrant no later than 3 months after the date of this Extraordinary General Meeting In addition, the Warrant and any Shares issued on exercise of the Warrant will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to issue the Warrant and as a result an event of default will be triggered in respect of the finance facility, as described in the ASX Announcement of 24 February 2025, between the Company and Pure.

This Resolution is an ordinary resolution requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

In accordance with Listing Rule 7.3, the following information is provided:

Persons who are expected to participate in the issue: nominee) Number and Class of Securities to be Issued One Warrant Material terms of the securities

Pure Asset Management Pty Ltd in its capacity as trustee for the Income and Growth Fund (or their nominee)

Exercisable into 9,000,000 Shares at an exercise price of $0.2269 and expiring on 31 March 2027. On exercise, the Shares issued will rank equally with existing Shares on issue.

Date on which the securities will be issued

The Company anticipates issuing the Warrant within 3 business days of this Extraordinary General Meeting. In any event no later than 3 months after the date of this Extraordinary General Meeting.

Issue Price Nil.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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Purpose of the issue

In conjunction with the terms of the renegotiated finance facility provided by Pure.

Voting Exclusion:

A voting exclusion statement applies to this item of business as set out in the Notice.

Directors Recommendation

The Directors unanimously recommend that Shareholders vote in FAVOUR of this Resolution.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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DEFINITIONS

Throughout this Explanatory Memorandum the following various words and phrases are capitalised and the definitions of these capitalised words and phrases are set out below:

" ASX " means ASX Limited (ACN 000 943 377);

• " ASX Listing Rules " or " Listing Rule " means the Official Listing Rules of the ASX;

• " Board " means the Board of Directors of the Company;

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

" Chairman " or “ Chair ” means the chairman of the extraordinary general meeting;

" Company ” or “ Spacetalk " means Spacetalk Ltd ACN 091 351 530;

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

“ Corporations Regulation ” means the Corporations Regulation 2001 (Cth);

• " Directors " mean the current Directors of the Company;

• " Equity Securities " means has the meaning given to that term in the Listing Rules;

" Explanatory Memorandum " means this Explanatory Memorandum as modified or varied by any supplementary Memorandum issued by the Company from time to time;

" Meeting " or " Extraordinary General Meeting " means the extraordinary general meeting convened by this Notice;

" Notice " or " Notice of Meeting " means the notice convening the Extraordinary General Meeting of the Company to be held on 15 April 2025 which accompanies this Explanatory Memorandum;

" Proxy Form " means the proxy form that is enclosed with and forms part of this Notice;

“ Pure ” means Pure Asset Management Pty Ltd in its capacity as trustee for the Income and Growth Fund (or their nominee);

• " Resolution " means a resolution in the form proposed in the Notice of Meeting;

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

• " Shareholder " means a registered holder of a Share in the Company.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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Appendix A - Warrant Deed – Summary

#	Term	Details of term
1.	Grant of Warrant	In consideration of the Holder entering into the Amendment and Restatement Deed dated on or about 24 February 2025, the Company grants to Pure Asset Management Pty Ltd in its capacity as trustee for The Income and Growth Fund (or its Nominee) an irrevocable option for Pure Asset Management Pty Ltd in its capacity as trustee for The Income and Growth Fund (or its Nominee) to require the Company to issue the Warrant Shares for the Purchase Price in accordance with the terms and conditions of the Fourth Warrant Deed.
2.	Issue of Warrant	The Company warrants and undertakes to the Holder that it will seek Shareholder approval for the purposes of ASX Listing Rule 7.1 and any other related purposes for the issue of the Warrant by no later than 30 April 2025, such that it will be able to issue all Warrant Shares required to be issued from the exercise of the Warrant without any further Shareholder approval in accordance with its placement capacity under the ASX Listing Rules and any other Corporations Act requirements.
3.	Exercise Period	The period commencing on the Approval Date (the date on which the Company obtains shareholder approval to issue the Warrant in accordance with the terms of the Refinance Warrant Deed) and expiring on 31 March 2027.
4.	Partial Exercise	The Holder may exercise the Warrant in respect of all of the Warrant Shares or any number of Warrant Shares equal to or greater than $500,000 divided by the Exercise Price.
5.	Warrant Shares	9,000,000 Shares, as may be adjusted in accordance with clause 5 (Bonus issues, pro-rata issues and reorganisations of capital).
6.	Cash Settlement Option	(a) The Company may, at its election, pay to Holder the Cash Settlement Price in respect of one or more Warrant Shares specified in an Exercise Notice (up to a maximum of 50% of the Warrant Shares specified in that Exercise Notice) as an alternative to issuing those Warrant Shares (“Cash Settlement Option”). (b) The Company must notify the Holder of its intention to exercise its Cash Settlement Option within 2 (two) Business Days of receipt of a duly executed Exercise Notice (after which time the Cash Settlement Option will lapse). (c) If the Company validly exercises its Cash Settlement Option in respect of an Exercise Notice, it must pay to the Holder on the Completion Date an amount equal to the Cash Settlement Price multiplied by the number of Warrant Shares in respect of which it is exercising its Cash Settlement Option. (d) The Company is not required to issue the Warrant Shares in respect of which it validly exercises its Cash Settlement Option and, upon payment of the amount specified in clause 3.2(c), the Warrant will be cancelled in respect of those Warrant Shares.
7.	Cash Settlement Price	means the difference between:

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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#	Term	Details of term
		(a) the Share price quoted on the ASX at the close of trading on the date immediately prior to delivery of a duly executed Exercise Notice by the Holder; and (b) the Exercise Price as recorded in that Exercise Notice.
8.	Exercise Price	Means the lower of the following per Warrant Share: (a) $0.2269; (b) a 20% discount to the price per Share of any Liquidity Event (or price per Share implied by any Liquidity Event) announced to the ASX; (c) if the Company makes an issue of Equity Securities that are not Excluded Equity Securities (or a series of consecutive issuances of Equity Securities that are not Excluded Equity Securities in any period not exceeding 12 months) and the Diluted Amount of those Equity Securities (in aggregate) exceeds 15% of the number of Shares on issue immediately before the announcement of the issue or first issuance: (i) the Adjusted Price; or (ii) in the case of a series of issuances, the volume weighted Adjusted Price in relation to those issuances or as otherwise adjusted in accordance with clause 5. Paragraphs (b) and (c) may apply on more than one occasion and, in the case of paragraph (c), in respect of any set of consecutive issuances (in which case the applicable value for the purposes of paragraph (b) or (c) will be the lowest value determined in accordance with paragraph (b) or (c) on any of those occasions).
9.	Equity Security	Means a Share or a Convertible Security. For the avoidance of doubt, an Option is not an Equity Security; however, a Share issued upon the exercise of an Option is an Equity Security.
10.	Diluted amount	Means: (a) in relation to an issue of Shares, the number of issued Shares; and (b) in relation to an issue of Convertible Securities: (i) the maximum number of Shares that may be issued from the conversion of those Convertible Securities into Shares; or (ii) if the maximum number of Shares cannot be determined until the time of conversion, the maximum number of Shares that would be issued if the Convertible Securities were converted on the date of issue of the Convertible Securities (but otherwise in accordance with the terms of the Convertible Securities).
11.	Adjusted Price	Means the price calculated in accordance with the following formula: A + B C where:

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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#	Term	Details of term
		A = Market Capitalisation of the Company on the trading day prior to the announcement of the issue of Equity Securities; B = the number of Equity Securities the subject of the issue multiplied by their issue price; and C = (i) the number of Shares on issue immediately before the announcement of the issue of Equity Securities; plus (ii) the number of Shares the subject of the issue; plus (iii) if the issued Equity Securities include Convertible Securities, the Diluted Amount of those Convertible Securities. If a Share is issued pursuant to the exercise of an Option, its issue price for the purposes of parameter B above will be the exercise price of the Option. For the avoidance of doubt, Excluded Equity Securities are not Equity Securities for the purposes of parameter B, but will be included in parameter C(i) if on issue immediately before the announcement of the issue of the relevant Equity Securities.
12.	Dividends and Voting	The Warrant does not confer on Holder: (a) any entitlement to any dividends or other distributions by the Company; or (b) any right to attend or vote at any general meeting of the Company.
13.	Warrant not be quoted	The Warrant will not be listed for quotation on the ASX or any other securities exchange.
14.	Participation in New Issues of Shares	The Holder (in its capacity as holder of the Warrant) is not entitled by virtue of the Warrant to participate in a new issue of capital offered to Shareholders during the Exercise Period without first exercising the Warrant.
15.	Bonus Issue	If the Company makes (whether before or during the Exercise Period) a Bonus Issue to Shareholders, then the number of Shares over which the Warrant is exercisable is increased by the number of Shares which Holder would have received under the Bonus Issue if Holder had exercised the Warrant prior to the Record Date for the Bonus Issue.
16.	Pro-rata Issue	If the Company makes (whether before or during the Exercise Period) a Pro-Rata Issue of Shares (except a Bonus Issue) to Shareholders which does not result in paragraph (c) of the definition of Exercise Price being engaged, the Exercise Price of the Warrant is adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2 (but only if such adjustment would result in a reduction to the Exercise Price).
17.	Reorganisation of Capital	If there is a reorganisation of capital of the Company (whether before or during the Exercise Period) then the rights of Holder are changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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#	Term	Details of term
18.	Non-ordinary shares	The Company must not issue any Non-ordinary Shares (or securities convertible into Non-ordinary Shares) without the consent of Holder.

Spacetalk Ltd. (ASX:SPA) ABN 93 091 351 530 Level 2, 104 Frome Street, Adelaide SA 5000 www.spacetalkwatch.com

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney 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 recorded before 11:00am AEST, Sunday 13[th] April 2025

 TO APPOINT A PROXY ONLINE

STEP 1: VISIT https://www.votingonline.com.au/spaegm2025

STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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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.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: 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 with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: 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

To appoint a second proxy you must:

(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. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that 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.

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 11:00am AEST, Sunday 13[th] April 2025. 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/spaegm2025  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Spacetalk Ltd (ACN 091 351 530)

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 Spacetalk Ltd (Company) and entitled to attend and vote hereby appoint:

the Chairman (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 Extraordinary General Meeting of the Company to be held virtually via https://meetings.lumiconnect.com/300-903-605-222 on Tuesday 15th April 2025 at 11:00am (AEST ) 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.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business. 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 DIRECTIONS * 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 be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Approval to Issue Warrant

STEP 3 SIGNATURE OF SECURITYHOLDERS

This 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 / / 2025