SPARC TECHNOLOGIES LIMITED — AGM Information 2021

Oct 24, 2021

Sparc Technologies Limited ACN 009 092 068

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at 51 Rundle Street, Kent Town, South Australia on Tuesday, 30 November 2021 at 11.00am (ACDT).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 3 9614 0600.

Shareholders are urged to attend or vote by lodging the Proxy Form

Sparc Technologies Limited ACN 009 092 068 (Company)

Notice of Annual General Meeting

Notice is hereby given that the annual general meeting of Shareholders of Sparc Technologies Limited will be held at 51 Rundle Street, Kent Town, South Australia on Tuesday, 30 November 2021 at 11.00am (ACDT) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

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 as Shareholders at 5.00pm (ACDT) on 26 November 2021.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

1 Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2 Resolutions

Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

'That the Remuneration Report be adopted by Shareholders on the terms and conditions in the Explanatory Memorandum.'

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Director – Mr Daniel Eddington

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

'That, in accordance with Clause 7.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Daniel Eddington, a Director who was appointed on 12 November 2020, retires and, being eligible, is elected as a Non-Executive Director on the terms and conditions in the Explanatory Memorandum.'

Resolution 3 – Renewed Approval of Employee Securities Incentive Plan

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

'That, pursuant to and in accordance with exception 13(b) of Listing Rule 7.2 and for all other purposes, Shareholders approve the existing employee incentive scheme of the Company known as the "Sparc Technologies Limited Employee Securities Incentive Plan" and the issue of up to 15,000,000 Securities under that plan, on the terms and conditions in the Explanatory Memorandum.'

Resolution 4 – Approval of issue of Incentive Options

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

'That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of:

• (a) up to 1,500,000 Options to Mike Bartels;
• (b) up to 1,500,000 Options to Stephen Hunt; and
• (c) up to 1,000,000 Options to Daniel Eddington,

or their respective nominees, on the terms and conditions in the Explanatory Memorandum.'

Resolution 5 – Approval of issue of Employee Options

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

'That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 3,500,000 Employee Options on the terms and conditions in the Explanatory Memorandum.'

Resolution 6 – Approval of 10% Placement Facility

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

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

Resolution 7 – Approval of change of auditor

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

'That for the purposes of section 327B of the Corporations Act and for all other purposes, approval is given for the appointment of BDO Audit as auditor of the Company with effect from the conclusion of this Meeting.'

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 3 by or on behalf of a person who is eligible to participate in the Employee Securities Incentive Plan, or any of their respective associates;
• (b) Resolutions 4(a), (b) and (c) by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Securities Incentive Plan, or any of their respective associates;
• (c) Resolution 5 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the propose issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any of their respective associates;
• (d) Resolution 6, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the 10% Placement Facility, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any associate of those persons.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

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

Shares held by or for an employee incentive scheme must only be voted on a Resolution under the Listing Rules if and to the extent that they are held for the benefit of a nominated participant in the scheme; the nominated participant is not excluded from voting on the Resolution under the Listing Rules; and the nominated participant has directed how the Shares are to be voted.

Voting prohibitions

Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
• (b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 3, Resolution 4(a), Resolution 4(b), Resolution 4(c): In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on these Resolutions if:

• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and
• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD

Adrien Wing Company Secretary Sparc Technologies Limited Dated: 7 October 2021

Sparc Technologies Limited ACN 009 092 068 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 51 Rundle Street, Kent Town, South Australia on Tuesday, 30 November 2021 at 11.00am (ACDT) (Meeting).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Resolution 1 – Remuneration Report
Section 4	Resolution 2 – Re-election of Director – Mr Daniel Eddington
Section 5	Resolution 3 – Renewed Approval of Employee Securities Incentive Plan
Section 6	Resolution 4 – Approval of issue of Incentive Options
Section 7	Resolution 5 – Approval of issue of Employee Options
Section 8	Resolution 6 – Approval of 10% Placement Facility
Section 9	Resolution 7 – Approval of change of auditor
Schedule 1	Definitions
Schedule 2	Summary of Employee Securities Incentive Plan
Schedule 3	Terms and conditions of Incentive Options
Schedule 4	Terms and conditions of Employee Options
Schedule 5	Valuation of Incentive Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Voting in person

Given the current COVID-19 circumstances and in the interests of public health and safety of our Shareholders, the Company will implement arrangements to allow Shareholders to physically attend the Meeting in accordance with COVID-19 protocols and government advice.

The Company will strictly comply with applicable limitations on indoor gatherings in force at the time of the Meeting. If you attend the Meeting in person, you will be required to adhere to COVID-19 protocols in place at the time of the Meeting.

2.2 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• (ii) a proxy need not be a member of the Company; and
• (iii) a member of the Company 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, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must only vote on a poll;
• (iii) if the proxy is the Chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• (iv) if the proxy is not the Chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.3 Chair's voting intentions

If the Chair is your proxy, either by appointment or by default, and you have not indicated your voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution 1, Resolution 3 and Resolution 4, even though these Resolutions are connected directly or indirectly with the remuneration of the Company's Key Management Personnel.

The Chair intends to exercise all available proxies in favour of all Resolutions unless the Shareholder has expressly indicated a different voting intention.

2.4 Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at amwing@northernstargroup.com.au by 25 November 2021.

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Resolution 1 – Remuneration Report

3.1 General

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2020 annual general meeting held on 26 October 2020. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2021 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

3.2 Additional Information

Resolution 1 is an ordinary resolution.

Given the material personal interests of all Directors in this Resolution, the Board makes no recommendation to Shareholders regarding Resolution 1.

4. Resolution 2 – Re-election of Director – Mr Daniel Eddington

4.1 General

Clause 7.2 of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the Managing Director) must not hold office without re-election past the third annual general meeting following that Director's appointment or three years, whichever is longer.

Clause 7.2(b) of the Constitution provides that a Director who retires in accordance with Clause 7.2(b) is eligible for re-election.

Non-Executive Director, Mr Eddington was last elected at the general meeting held on 26 October 2020. Accordingly, Mr Eddington retires at this Meeting and, being eligible, seeks reelection pursuant to Resolution 2.

4.2 Daniel Eddington

BCom, GDipFin

Mr Eddington has over 20 years' experience in financial markets with experience across multiple sectors including the resource, energy and industrial sectors. Mr Eddington specialises in equity capital markets and has been responsible for IPOs, placements, reverse takeovers, underwritings, corporate negotiations and corporate advisory for companies predominantly in the resources sector. Mr Eddington holds a Bachelor of Commerce from the University of South Australia and Graduate Diploma Finance from FINSIA. Mr Eddington is currently a director of Jade Gas Holdings Ltd (ASX: JGH).

If re-elected, Mr Eddington is considered to be an independent Director. Mr Eddington is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party.

4.3 Board Recommendation

The Board (other than Mr Eddington who has a personal interest in the outcome of this Resolution) supports the election of Mr Eddington for the following reasons:

• (a) Mr Eddington's experience in equity capital markets and corporate advisory are complimentary and valuable to the Board's existing skills and experience.
• (b) On the basis of Mr Eddington's skills, qualifications and experience and his continued contributions to the Board's activities since the Company's re-compliance listing in 2020, the Board (other than Mr Eddington) recommends Shareholders vote in favour of the re-election of Mr Eddington.

4.4 Additional Information

Resolution 2 is an ordinary resolution.

The Board (other than Mr Eddington) strongly support the re-election of Mr Eddington and recommends that Shareholders vote in favour of Resolution 2.

5. Resolution 3 – Renewed Approval of Employee Securities Incentive Plan

5.1 General

The Company considers that it is desirable to maintain an employee incentive scheme pursuant to which the Company can issue Equity Securities to attract, motivate and retain key Directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company.

Resolution 3 seeks Shareholders' renewed approval for the adoption of the employee securities incentive plan approved by Shareholders at the general meeting held on 26 October 2020 in accordance with Listing Rule 7.2 exception 13(b).

Under the employee securities incentive plan, a summary of the key terms and conditions of which is in Schedule 2 (Employee Securities Incentive Plan or Plan), the Board may offer to eligible persons the opportunity to subscribe for such number of Equity Securities in the

Company as the Board may decide and on the terms set out in the rules of the Plan. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

In light of the proposed increase to the number of Equity Securities that may be issued under the Plan (from 8,108,502 to 15,000,000), the Company is seeking a renewed approval at this Meeting.

5.2 Listing Rules 7.1 and 7.2, exception 13(b)

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2, exception 13(b) provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of three years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 3 is passed, the Company will be able to issue Equity Securities under the Employee Securities Incentive Plan to eligible participants over a period of three years up to a nominated maximum amount without using the Company's 15% annual placement capacity under Listing Rule 7.1.

If Resolution 3 is not passed, the Company will not be able to issue Equity Securities under the Employee Securities Incentive Plan to eligible participants over a period of three years up to a nominated maximum amount without using the Company's 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

5.3 Specific information required by Listing Rule 7.2, exception 13(b)

Pursuant to and in accordance with Listing Rule 7.2, exception 13(b), the following information is provided in relation to the Employee Securities Incentive Plan:

• (a) the material terms of the Plan are summarised in Schedule 2;
• (b) since the Plan was last approved by Shareholders on 26 October 2020, a total of 5,500,000 Equity Securities have been issued under the Plan;
• (c) the maximum number of Equity Securities proposed to be issued under the Plan following approval of Resolution 3 shall not exceed 15,000,000 Equity Securities; and
• (d) a voting exclusion statement is included in the Notice.

5.4 Additional information

Resolution 3 is an ordinary resolution.

The Directors decline to make a recommendation in relation to Resolution 3 due to their personal interest in the outcome of the Resolution.

6. Resolution 4 – Approval of issue of Incentive Options

6.1 General

Pursuant to Resolutions 4(a), (b) and (c), and subject to obtaining Shareholder approval, the Company is proposing to issue:

• (a) up to 1,500,000 Incentive Options to Mike Bartels;
• (b) up to 1,500,000 Incentive Options to Stephen Hunt; and
• (c) up to 1,000,000 Incentive Options to Daniel Eddington,

or their nominees (together, the Recipients) (Incentive Options).

The Company is in an important stage of development with significant opportunities and challenges in both the near and long-term, and the proposed issue of Incentive Options seeks to align the efforts of the Mr Bartels, Mr Hunt and Mr Eddington, in seeking to achieve growth of the Share price and in the creation of Shareholder value. In addition, the Board also believes that incentivising with Options is a prudent means of conserving the Company's available cash reserves. The Board believes it is important to offer Securities such as the Incentive Options to Directors to continue to attract and maintain highly experienced and qualified Board members in a competitive market

Resolutions 4(a), (b) and (c) seek Shareholder approval pursuant to Listing Rule 10.14 for the issue of the Incentive Options to the Recipients under the Plan.

6.2 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of its Shareholders:

• (a) a director of the entity (Listing Rule 10.14.1);
• (b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); and
• (c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by Shareholders.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Options as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Options to the Recipients will not be included in the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing each of Resolutions 4(a), (b) and (c) will be to allow the Company to issue the Incentive Options.

If Resolutions 4(a), (b) and (c) are not passed, the Company will not be able to proceed with the issue of the Incentive Options, and the Company will have to consider alternative commercial means to incentivise the Recipients.

6.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, see Schedule 3 for terms of the Incentive Options.

Pursuant to and in accordance with Listing Rule 10.15:

• (a) The Incentive Options will be issued under the Plan to the Recipients.

• (b) The Recipients fall into the category stipulated by Listing Rule 10.14.1 by virtue of being a Directors of the Company.

• (c) A maximum of 4,000,000 Incentive Options will be issued to the Recipients in the proportions stipulated in Section 6.1.

• (d) The current total annual remuneration package for the Recipients (excluding superannuation) is as follows:

  • (i) Mike Bartels: $240,000
  • (ii) Stephen Hunt: $120,000
  • (iii) Daniel Eddington: $55,000

• (e) No Equity Securities have previously been issued under the Plan to the Recipients.

• (f) The Incentive Options will be issued on the terms and conditions in Schedule 3.

• (g) The Board considers that Incentive Options, rather than Shares, are an appropriate form of incentive because they reward the Directors for achievement of sustained growth in the value of the Company.

• (h) Using the Black & Scholes valuation model, the Company's valuation of the Incentive Options is $0.38 per Incentive Option. A valuation is in Schedule 5.

• (i) The Incentive Options will be issued as soon as practicable following the Meeting and in any event not later than three years after the Meeting.

• (j) The Incentive Options will be issued for nil cash consideration and are intended to incentivise the Recipients for their services to the Company.

• (k) A summary of the material terms of the Plan is in Schedule 2.

• (l) No loan will be provided to the Recipients in relation to the issue of the Incentive Options.

• (m) 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.

• (n) Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after the resolution is approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.

• (o) A voting exclusion statement is included in the Notice.

6.4 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Incentive Options constitutes giving a financial benefit to related parties of the Company.

Given the personal interests of all the Directors in the outcome of this Resolution, the Board is seeking Shareholder approval pursuant to Chapter 2E of the Corporations Act in respect of the issue of the Incentive Options. Notwithstanding that the issue of the Incentive Options is considered by the Board as reasonable remuneration and therefore falls within the exception stipulated by section 211 of the Corporations Act, the Board considers that there may be potential conflicts of interest should Shareholder approval not be sought.

6.5 Information required under Chapter 2E of the Corporations Act

Pursuant to and in accordance with section 219 of the Corporations Act, the following information is provided in relation to the proposed issue of the Incentive Options:

(a) Identity of the related parties to whom Resolutions 4(a), (b) and (c) permit financial benefits to be given

Refer to Section 6.1 above.

(b) Nature of the financial benefit

Resolutions 4(a), (b) and (c) seeks Shareholder approval to allow the Company to issue the Incentive Options in the amounts specified in Section 6.1 above to the Directors (or their respective nominees).

The Incentive Options are to be issued in accordance with the Plan and otherwise on the terms and conditions in Schedule 4.

The Shares to be issued upon conversion of the Incentive Options will be fully paid ordinary Shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.

(c) Director recommendations

The Board declines to make a recommendation to Shareholders in relation to Resolutions 4(a), (b) and (c) due to their personal interests in the outcome of the Resolutions.

(d) Valuation of financial benefit

Refer to Section 6.3(h) above.

(e) Remuneration of Directors

Refer to Section 6.3(d) above.

(f) Existing relevant interests of Directors

At the date of this Notice, the Directors hold the following relevant interests in Equity Securities of the Company:

Director	Shares	Options	PerformanceShares
Mike Bartels	-	-	2,250,000
Stephen Hunt	7,757,533	-	2,000,000
Daniel Eddington	2,880,769		2,000,000

Assuming that each of the Resolutions which form part of Resolution 4 are approved by Shareholders, all of the Incentive Options are issued, vested and exercised into Shares, and no other Equity Securities are issued or exercised (including any existing Options or Performance Shares held by the Directors as at the date of this Notice), the respective interests of the Directors in the Company would be as follows:

• (i) Mike Bartels' interest would represent approximately 2.01% of the Company's issued Share capital;
• (ii) Stephen Hunt's interest would represent approximately 12.43% of the Company's issued Share capital; and
• (iii) Daniel Eddington's interest would represent approximately 5.21% of the Company's issued Share capital.

(g) Dilution

The issue of the Incentive Options will have a diluting effect on the percentage interest of existing Shareholders' holdings if the Incentive Options are exercised. The potential dilution effect is summarised below:

Recipient	Incentive Options	Dilutionary Effect
Mike Bartels	1,500,000	2.13%

Recipient	Incentive Options	Dilutionary Effect
Stephen Hunt	1,500,000	2.13%
Daniel Eddington	1,000,000	1.42%
Total	4,000,000	5.68%

The above table assumes the current Share capital structure as at the date of this Notice and that no Shares are issued other than the Shares issued on exercise of the Incentive Options. The exercise of all of the Incentive Options will result in a total dilution of all other Shareholders' holdings of 5.68% on a fully diluted basis (assuming that all Incentive Options are exercised). The actual dilution will depend on the extent that additional Shares are issued by the Company.

(h) Trading history

The highest and lowest closing market sale prices of the Shares on ASX during the 12 months prior to the date of this Notice were:

Highest:	$0.74 per Share on 3 September 2021
Lowest:	$0.22 per Share on 11 May 2021

The latest available closing market sale price of the Shares on ASX prior to the date of this Notice was $0.625 per Share on 6 October 2021.

(i) Corporate governance

Mike Bartels and Stephen Hunt are executive Directors of the Company and therefore the Board (other than Mike Bartels and Stephen Hunt) believe that the grant of the Incentive Options is in line with Recommendation 8.2 of the 4th Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Recommendations).

The Board acknowledges that the grant of the Incentive Options to Daniel Eddington, a non-executive Director, is contrary to Recommendation 8.2 of the Recommendations. However, the Board considers the grant of the Incentive Options to the non-executive Director to be reasonable in the circumstances for the reasons provided in Section 6.1 above. The Board also considers that the grant does not affect the independence of the Directors as there is no performance based milestones (other than Share price performance) attaching to the Incentive Options.

(j) Taxation consequences

There are no taxation consequences for the Company arising from the issue of the Incentive Options (including fringe benefits tax).

(k) Other information

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass 4(a), (b) and (c).

6.6 Additional Information

Each of Resolutions 4(a), (b) and (c) are ordinary resolutions.

The Board (other than the Recipients who have a personal interest in the outcome of this Resolution) recommends that the Shareholders vote in favour of Resolutions 4 (a), (b) and (c).

7. Resolution 5 – Approval of issue of Employee Options

7.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue 3,500,000 Options to employees of the Company (Employees), as an incentive component to the Employees remuneration packages (Employee Options).

The Employee Options are subject to the terms and conditions of the Plan contained in Schedule 2 and the terms and conditions of the Employee Options contained in Schedule 4.

The Board considers that incentivising with Options is a prudent means of conserving the Company's available cash reserves. In addition, the Board believes it is important to offer these Employee Options to continue to attract and maintain highly experienced and qualified employees in a competitive market.

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 7.1 to approve the issue of the Employee Options. As Shareholder approval is sought under Listing Rule 7.1, the Employee Options are not being issued under Listing Rule 7.2 Exception 13 and will not count towards the maximum number of Equity Securities that may be issued under the Employee Incentive Plan.

7.2 Listing Rules 7.1 and 7.3

A summary of Listing Rule 7.1 is in Section 5.2 above.

The Employee Options will be issued on the terms of the employee incentive plan which was approved by Shareholders at the general meeting held on 26 October 2020 and is being renewed under Resolution 3.

The issue of the Employee Options does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company's placement capacity under each of Listing Rules 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12 month period following the issue of the Employee Options.

The effect of Shareholders passing Resolution 5 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% additional placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

If Resolution 5 is passed, 3,500,000 Employee Options will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 5 is not passed, 3,500,000 Employee Options will have to be included in the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder

approval, to the extent of 3,500,000 Equity Securities for the 12 month period following the issue of the Employee Options.

7.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3:

• (a) The recipients of the Employee Options will be selected on the basis that they are employees of the Company and will be issued the Employee Options as an incentive component of their respective remuneration packages.
• (b) A maximum of 3,500,000 Employee Options will be issued to Employees.
• (c) The Employee Options will be issued on the terms and conditions in Schedule 4 and the terms and conditions of the Plan in Schedule 2.
• (d) The purpose of issuing the Employee Options is to provide an incentive component of the Employees' remuneration packages. The Board considers that Options are an appropriate form of incentive because they reward Employees for achievement of sustained growth in the value of the Company.
• (e) The Employee Options will be issued as soon as practicable following the Meeting and in any event not later than three months after the Meeting.
• (f) The Employee Options will be issued for nil cash consideration and are intended to incentivise the Employees for their services to the Company.
• (g) The Employee Options are not being issued under an agreement.
• (h) A voting exclusion statement is included in the Notice.

7.4 Additional Information

Resolution 5 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 5.

8. Resolution 6 – Approval of 10% Placement Facility

8.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Listing Rule 7.1A enables an eligible entity to seek approval from its members by way of a special resolution passed at its annual general meeting to issue Equity Securities up to an additional 10% of its issued share capital through placements over a 12 month period after that annual general meeting (10% Placement Facility).

Resolution 6 seeks Shareholder approval to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 8.2(f) below). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 8.2(c) below).

If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

8.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $44.1 million, based on the closing price of Shares $0.625 on 6 October 2021.

(b) What Equity Securities can be issued?

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of the Notice, the Company has on issue one quoted class of Equity Securities; Shares.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A = is the number of Shares on issue at the commencement of the Relevant Period:

  • (A) plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
  • (B) plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
    • (1) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
    • (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (C) plus the number of fully paid Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

  • (1) the agreement was entered into before the commencement of the Relevant Period; or
  • (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (D) plus the number of partly paid Shares that became fully paid Shares in the Relevant Period;

• (E) plus the number of fully paid Shares issued in the Relevant Period with approval under Listing Rules 7.1 and 7.4; and

• (F) less the number of fully paid Shares cancelled in the Relevant Period.

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

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

(d) What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

(e) At what price can the Equity Securities be issued?

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or
• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

(Minimum Issue Price).

(f) When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of Meeting and will expire on the earlier to occur of:

• (i) the date that is 12 months after the date of the Meeting;
• (ii) the time and date of the Company's next annual general meeting; or

(iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(10% Placement Period).

(g) What is the effect of this Resolution?

The effect of this Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

8.3 Technical Information Required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to this Resolution:

(a) Final date for issue

The Company will only issue the Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 8.2(f) above).

Shareholder approval of the 10% Placement Facility will cease to be valid if Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

(b) Minimum issue price

Where the Company issues Equity Securities under the 10% Placement Facility, it will only do so for cash consideration and the issue price will be not less than the Minimum Issue Price (refer to Section 8.2(e) above).

(c) Purposes of issues under 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the purposes of raising funds for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any Equity Securities.

(d) Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares).

The below table shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for "A" calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 8.2(c)) as at the date of the Notice (Variable A), with:

(i) two examples where Variable A has increased, by 50% and 100%; and

(ii)	two examples of where the issue price of Shares has decreased by 50% and
	increased by 100% as against the current market price.

Share on	Dilution
issue(Variable Ain ListingRule 7.1A.2)	IssuepriceperShare	$0.31350% decreasein CurrentMarket Price	$0.625Current MarketPrice	$1.25100% increase inCurrent MarketPrice
70,553,105SharesVariable A	10%VotingDilution	7,055,311	7,055,311	7,055,311
	Fundsraised	$2,204,785	$4,409,569	$8,819,138
105,829,658Shares 50%increase in	10%VotingDilution	10,582,966	10,582,966	10,582,966
Variable A	Fundsraised	$3,307,177	$6,614,354	$13,228,707
141,106,210Shares 100%increase in	10%VotingDilution	14,110,621	14,110,621	14,110,621
Variable A	Fundsraised	$4,409,569	$8,819,138	$17,638,276

*****The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• 1. The current Shares on issue are the Shares on issue as at 6 October 2021 when the Company's shares were suspended.
• 1. The current issue price set out above is the last price at which Shares were traded prior to 6 October 2021 when the Company's shares were trading at $0.625.
• 1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Facility.
• 1. The issue of Equity Securities under the 10% Placement Facility consists only of Shares (it does not include Partly Paid Shares or Quotes Options even though those securities may be issued under the 10% Placement Facility). It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

Shareholders should note that there is a risk that:

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

(e) Allocation policy

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

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

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

(f) Issues in the past 12 months

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 26 October 2020. In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has not issued any Equity Securities under Listing Rule 7.1A.2.

(g) Voting exclusion statement

At the date of the Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A and has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in any such issue.

However, in the event that between the date of the Notice and the date of the Meeting, the Company proposes to make an issue of Equity Securities under Listing Rule 7.1A to one or more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

8.4 Additional Information

As Resolution 6 is a special resolution, it requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Board recommends that Shareholders vote in favour of Resolution 6.

9. Resolution 7 – Approval of change of auditor

9.1 General

Under section 327B of the Corporation Act, the Company in general meeting must appoint an auditor to fill any vacancy in the office of auditor at each subsequent annual general meeting of the Company.

As announced on 10 August 2021, the Company's previous auditor, Pitcher Partners, gave notice of its intention to resign as auditor of the Company to ASIC (under section 329(5) of the Corporations Act) and ASIC consented to the resignation as the Company's auditor.

In accordance with section 327C of the Corporation Act, the Directors appointed BDO Audit Pty Ltd (BDO Audit) as auditor of the Company, effective from the date of resignation of Pitcher Partners, being 10 August 2021, up until the date of this meeting.

In accordance with section 328B(1)(b) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for BDO Audit to be appointed as the Company's auditor. A copy of this nomination is attached to this Explanatory Memorandum at Annexure 1.

If Resolution 7 is passed, the appointment of BDO Audit as the Company's auditor will take effect from the close of the Meeting.

9.2 Additional Information

.

Resolution 7 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 7.

Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
ACDT	means Australian Central Daylight Time being the time in Adelaide, SouthAustralia.
Annual Report	means the Directors' Report, the Financial Report, and Auditor's Report,in respect to the year ended 30 June 2021.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the contextpermits, the Australian Securities Exchange operated by ASX Limited.
Auditor's Report	means the auditor's report on the Financial Report.
BDO Audit	means BDO Audit Pty Ltd.
Board	means the board of Directors.
Business Day	means a day on which banks are open for business in Perth, New SouthWales, other than a Saturday, Sunday or public holiday.
Chair	means the person appointed to chair the Meeting of the Companyconvened by the Notice.
Closely Related Party	means:
	(a)a spouse or child of the member; or
	(b)has the meaning given in section 9 of the Corporations Act.
Company	means Sparc Technologies Limited (ACN 009 092 068).
Constitution	means the constitution of the Company as at the date of the Meeting.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a director of the Company.
Directors' Report	means the annual directors' report prepared under Chapter 2M of theCorporations Act for the Company and its controlled entities.
Equity Security	has the same meaning as in the Listing Rules.
Employee Options	has the meaning given in Section 7.1.
Employee SecuritiesIncentive Plan or Plan	has the meaning given in Section 5.1
ExplanatoryMemorandum	means the explanatory memorandum which forms part of the Notice.

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

Incentive Options has the meaning given in Section 6.1.

• Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
• Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

• Minimum Issue Price has the meaning given in Section 8.2(e)
• Notice means this notice of annual general meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

• Recipients Has the meaning given in Section 6.1.
• Relevant Period means the 12 month period immediately preceding the date of the issue or agreement.
• Remuneration Report means the remuneration report of the Company contained in the Directors' Report.
• Resolution means a resolution referred to in the Notice.
• Rule means a rule of the Constitution.
• Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

• Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights).
• Share means a fully paid ordinary share in the capital of the Company.
• Shareholder means the holder of a Share.
• Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.
• Trading Day has the meaning given in the Listing Rules.

Valuation Date	means the date on which a valuation of the Incentive Options wasundertaken, being 1 October 2021.
VWAP	means volume weighted average market price.
WST	means Australian Western Standard Time being the time in Perth,Western Australia.

Schedule 2 Summary of Employee Securities Incentive Plan

A summary of the key terms of the Plan is set out below:

• 1. (Eligible Participant): Eligible Participant means a person that:
  • (a) is an 'eligible participant' (as that term is defined in ASIC Class Order CO 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and
  • (b) has been determined by the Board to be eligible to participate in the Plan from time to time.
• 1. (Purpose): The purpose of the Plan is to:
  • (a) assist in the reward, retention and motivation of Eligible Participants;
  • (b) link the reward of Eligible Participants to Shareholder value creation; and
  • (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
• 1. (Plan administration): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.
• 1. (Eligibility, invitation and application): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides. On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
• 1. (Grant of Securities): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
• 1. (Terms of Convertible Securities): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
• 1. (Vesting of Convertible Securities): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant

by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

1. (Exercise of Convertible Securities and cashless exercise): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation. At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

'Market Value' means, at any given date, the volume weighted average price per Share traded on the ASX over the five trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

• 1. (Delivery of Shares on exercise of Convertible Securities): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
• 1. (Forfeiture of Convertible Securities): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest. Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
• 1. (Change of control): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in

and/or benefit from any transaction arising from or in connection with the change of control event.

• 1. (Rights attaching to Plan Shares): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.
• 1. (Disposal restrictions on Plan Shares): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
• 1. (Adjustment of Convertible Securities): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation. If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised. Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.
• 1. (Participation in new issues): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
• 1. (Amendment of Plan): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

1. (Plan duration): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

Schedule 3 Terms and conditions of Incentive Options

The terms and conditions of the Incentive Options are as follows:

• 1. (Entitlement): Each Option entitles the holder to subscribe for one Share upon exercise of the Option (once vested).
• 1. (Issue Price): No cash consideration is payable for the issue of the Options.
• 1. (Exercise Price): The Options have an exercise price of $1.00 per Option (Exercise Price).
• 1. (Expiry Date): The Options expire at 5.00 pm (WST) on 30 September 2025 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. If this falls during a "Blackout Period" as defined in the Company's securities trading policy, the Expiry Date will be 5pm (WST) on the date 10 Business Days after the last day of that Blackout Period.
• 1. (Exercise Period): The Options are exercisable at any time after it has vested and prior to the Expiry Date.

6. (Change in control)

• (a) If prior to the earlier of the Expiry Date, a Change in Control Event occurs, then each Option will automatically vest.
• (b) A Change of Control Event occurs when:
  • (i) takeover bid: the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of more than 50.1% of Shares and that takeover bid has become unconditional; or
  • (ii) scheme of arrangement: the announcement by the Company that the Company's shareholders (Shareholders) have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Company securities are to be either cancelled or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement.
• 1. (Quotation of the Options): The Company will not apply for quotation of the Options on ASX.
• 1. (Transferability of the Options): The Options are not transferable.
• 1. (Notice of Exercise): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

• 1. (Timing of issue of Shares on exercise): Within 5 Business Days after the Exercise Date the Company will:
  • (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and
  • (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act.
• 1. (Restrictions on transfer of Shares): If the Company is required but unable to give ASX a notice under paragraph 10(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.
• 1. (Shares issued on exercise): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.
• 1. (Timing of application for quotation) If admitted to the official list of ASX at the time, the Company must apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options within 10 Business Days of the end of the quarter in which the exercise occurred, or within such other time period required by the Listing Rules.
• 1. (Cashless exercise of Options): The holder of Options may elect not to be required to provide payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will transfer or allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Options (with the number of Shares rounded down to the nearest whole Share).

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date.

15. (Takeovers prohibition):

• (a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

• 1. (Reconstruction of capital): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
• 1. (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
• 1. (Entitlement to dividends): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.
• 1. (Entitlement to capital return): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.
• 1. (Adjustments for reorganisation): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.
• 1. (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
  • (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
  • (b) no change will be made to the Exercise Price.
• 1. (Voting rights): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.
• 1. (Plan): The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.
• 1. (Constitution): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company's Constitution.
• 1. (Cessation of employment): Where the holder (or the person who is entitled to be registered as the holder) of the Options is no longer employed, or their engagement is discontinued (for whatever reason), with the Company, any unexercised Options will automatically lapse and be forfeited on the date that is 3 months from the cessation of that engagement, unless the Board otherwise determines in its sole discretion.

Schedule 4 Terms and conditions of Employee Options

The terms and conditions of the Employee Options are as follows:

• 1. (Entitlement): Each Option entitles the holder to subscribe for one Share upon exercise of the Option (once vested).
• 1. (Issue Price): No cash consideration is payable for the issue of the Options.
• 1. (Exercise Price): The Options have an exercise price of $1.00 per Option (Exercise Price).
• 1. (Expiry Date): The Options expire at 5.00 pm (WST) on 30 September 2025 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. If this falls during a "Blackout Period" as defined in the Company's securities trading policy, the Expiry Date will be 5pm (WST) on the date 10 Business Days after the last day of that Blackout Period.
• 1. (Exercise Period): The Options are exercisable at any time after it has vested and prior to the Expiry Date.

6. (Change in control)

• (a) If prior to the Expiry Date, a Change in Control Event occurs, then each Option will automatically vest.
• (b) A Change of Control Event occurs when:
  • (i) takeover bid: the occurrence of the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of more than 50.1% of Shares and that takeover bid has become unconditional; or
  • (ii) scheme of arrangement: the announcement by the Company that the Company's shareholders (Shareholders) have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Company securities are to be either cancelled or transferred to a third party, and the Court, by order, approves the proposed scheme of arrangement.
• 1. (Quotation of the Options): The Company will not apply for quotation of the Options on ASX.
• 1. (Transferability of the Options): The Options are not transferable.
• 1. (Notice of Exercise): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

• 1. (Timing of issue of Shares on exercise): Within 5 Business Days after the Exercise Date the Company will:
  • (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and
  • (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act.
• 1. (Restrictions on transfer of Shares): If the Company is required but unable to give ASX a notice under paragraph 10(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.
• 1. (Shares issued on exercise): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.
• 1. (Timing of application for quotation) If admitted to the official list of ASX at the time, the Company must apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options within 10 Business Days of the end of the quarter in which the exercise occurred, or within such other time period required by the Listing Rules.
• 1. (Cashless exercise of Options): The holder of Options may elect not to be required to provide payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will transfer or allot to the holder that number of Shares equal in value to the positive difference between the then Market Value of the Shares at the time of exercise and the Exercise Price that would otherwise be payable to exercise those Options (with the number of Shares rounded down to the nearest whole Share).

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date.

15. (Takeovers prohibition):

• (a) the issue of Shares on exercise of the Options is subject to and conditional upon the issue of the relevant Shares not resulting in any person being in breach of section 606(1) of the Corporations Act; and

• (b) the Company will not be required to seek the approval of its members for the purposes of item 7 of section 611 of the Corporations Act to permit the issue of any Shares on exercise of the Options.

• 1. (Reconstruction of capital): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
• 1. (Participation in new issues): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
• 1. (Entitlement to dividends): The Options do not confer any entitlement to a dividend, whether fixed or at the discretion of the directors, during the currency of the Options without exercising the Options.
• 1. (Entitlement to capital return): The Options do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise, and similarly do not confer any right to participate in the surplus profit or assets of the Company upon a winding up, in each case, during the currency of the Options without exercising the Options.
• 1. (Adjustments for reorganisation): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holder will be varied in accordance with the Listing Rules.
• 1. (Adjustment for bonus issues of Shares): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
  • (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
  • (b) no change will be made to the Exercise Price.
• 1. (Voting rights): The Options do not confer any right to vote at meetings of members of the Company, except as required by law, during the currency of the Options without first exercising the Options.
• 1. (Plan): The Options are issued pursuant to and are subject to the Plan. In the event of conflict between a provision of these terms and conditions and the Plan, these terms and conditions prevail to the extent of that conflict.
• 1. (Constitution): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company's Constitution.
• 1. (Cessation of employment): Where the holder (or the person who is entitled to be registered as the holder) of the Options is no longer employed, or their engagement is discontinued (for whatever reason), with the Company, any unexercised Options will automatically lapse and be forfeited on the date that is 3 months from the cessation of that engagement, unless the Board otherwise determines in its sole discretion.

Schedule 5 Valuation of Incentive Options

The Incentive Options to be issued to the Recipients pursuant to Resolution 4 have been valued using the Black & Scholes valuation model on the following assumptions:

Number of Incentive Options	4,000,000
Valuation date	1 October 2021
Assumed Share price at grant date	$0.62
Exercise price	$1.00
Market value on ASX of underlying Shares atthe time of setting the exercise price	$0.62
Expiry date	30 September 2025
Expected volatility	100%
Risk free interest rate	0.515
Annualised dividend yield	0
Value of each Incentive Option	$0.38
Aggregate value of Incentive Options	$1,520,000

Notes:

• 1. The average of the Australian Government 3-year bond rate (being 0.25) and the 5-year bond rate (being 0.78) as at the Valuation Date was used for the purpose of the risk free interest rate for a period of 4 years.
• 1. A nil dividend yield was assumed on the basis that the Company is unlikely to pay a dividend during the life of the Incentive Options.
• 1. The assumed Share price at the grant date of $0.62 is based on the underlying Share price on the Valuation Date of 0.62.

Annexure A

5 October 2021

The Directors Sparc Technologies Limited Level 2 480 Collins Street Melbourne VIC 3000

Dear Directors

The undersigned being a member of Sparc Technologies Limited hereby nominates BDO Audit (WA) Pty Ltd for appointment as auditor of the Company at the forthcoming annual general meeting.

Yours faithfully

Sole Director Northern Star Nominees Pty Ltd Shareholder

LODGE YOUR VOTE ONLINE www.linkmarketservices.com.au BY MAIL Sparc Technologies 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 - 5:00pm) and subject to public health orders and restrictions ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

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 above by 11.00am (Adelaide time) on Sunday, 28 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 MOBILE DEVICE

SAMPLE Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the 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) 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 the appropriate "Certificate of Appointment of Corporate Representative" must be produced 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.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

X99999999999

PROXY FORM

I/We being a member(s) of Sparc Technologies Limited 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 of the person or body corporate you are appointing as your proxy

STEP 1or 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 (Adelaide time) on Tuesday, 30 November 2021 at the offices of Sparc Technologies Limited, 51 Rundle Street, Kent Town SA 5067 (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Resolutions 1, 3, 4a, 4b, & 4c: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not 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 1, 3, 4a, 4b, & 4c, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP). SAMPLE

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

VOTING DIRECTIONS

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

7 Approval of change of auditor

Resolutions

For Against Abstain* For Against Abstain*

2 Re-election of Director – Mr Daniel Eddington

1 Remuneration Report

• 3 Renewed Approval of Employee Securities Incentive Plan
• 4a Approval of issue of Incentive Options to Mike Bartels
• 4b Approval of issue of Incentive Options to Stephen Hunt
• 4c Approval of issue of Incentive Options to Daniel Eddington
• 5 Approval of issue of Employee Options
• 6 Approval of 10% Placement Facility

STEP 3

STEP 2

* 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 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)

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).

SPN PRX2101D