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Sparc Technologies Limited ACN 009 092 068

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held as follows:

Time and date: 11.00am (ACDT) on Thursday, 23 October 2025

Location: 51 Rundle Street, Kent Town, South Australia

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 vote by lodging the Proxy Form provided with this Notice.

Sparc Technologies Limited

ACN 009 092 068 (Company)

Notice of Annual General Meeting

Notice is given that the annual general meeting of Shareholders of Sparc Technologies Limited ( Company ) will be held at 51 Rundle Street, Kent Town, South Australia at 11.00am (ACDT) on Thursday, 23 October 2025 ( Meeting ).

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders as at 5.00pm (ACDT) on Tuesday, 21 October 2025.

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.

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

Agenda

Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2025, which includes the Financial Report, the Directors' Report and the Auditor's Report.

Note : There is no requirement for Shareholders to approve the Annual Report.

Resolutions

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act, the Remuneration Report set out in the Company’s Financial Report for the year ended 30 June 2025 be adopted 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.

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Resolution 2 – Election of Non-Executive Chairman – Mr Simon Kidston

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

‘That, in accordance with Clause 7.6(b) of the Constitution, Listing Rule 14.4, Listing Rule 14.5 and for all other purposes, Mr Simon Kidston, who was appointed as Non-Executive Director by the Board of Directors in accordance with clause 7.6(a) of the of the Constitution on 6 December 2024 and subsequently as Non-Executive Chairman on 13 March 2025, retires and, being eligible, is elected as a Non-Executive Chairman of the Company on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Ratification of issue of Placement Shares

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

‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

(a) 4,679,370 Tranche 1 Placement Shares issued under Listing Rule 7.1; and
(b) 9,587,295 Tranche 1 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions set out in the Explanatory Memorandum.’

Resolution 4 – Approval of issue of Director Placement Shares

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 10.11 and for all other purposes, Shareholders approve the issue of up to 400,002 Director Placement Shares to the following Directors (or their respective nominees) as follows:

(a) 133,334 Director Placement Shares to Mr Simon Kidston;
(b) 133,334 Director Placement Shares to Mr Nick O’Loughlin; and
(c) 133,334 Director Placement Shares to Mr Daniel Eddington,

on the terms and conditions set out in the Explanatory Memorandum.’

Resolution 5 – Ratification of issue of Incentive Options

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

‘That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,500,000 Incentive Options to Mr Simon Kidston (or his respective nominee) under Listing Rule 7.1, on the terms and conditions set out in the Explanatory Memorandum.’

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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 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 employee securities incentive scheme of the Company known as the ‘Sparc Technologies Limited Employee Securities Incentive Plan’ ( New Plan ) and the issue of up to 20,000,000 Securities under the New Plan over a period of up to three years from the date of the Meeting, on the terms and conditions in the Explanatory Memorandum.’

Resolution 8 – Approval of potential termination benefits under the New Plan

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

‘That, conditional on Resolution 7 being approved, for a period commencing from the date this Resolution is passed and ending upon the expiry of all Securities issued or to be issued under the New Plan, approval be given for all purposes including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future person holding a managerial or executive office of the Company or a related body corporate in connection with that person ceasing to hold such office, on the terms and conditions in the Explanatory Memorandum.’

Resolution 9 – Approval to issue Director 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 10.14 and for all other purposes, Shareholders approve the issue of 750,000 Director Options to Mr Simon Kidston (or his nominee) under the New Plan, on the terms and conditions in the Explanatory Memorandum. ’

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2 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 any person who participated in the issue of the Tranche 1 Placement Shares, or any of their respective associates.
(b) Resolution 4(a): by or on behalf of Simon Kidston (or his nominees), and any other person who will obtain a material benefit as a result of the proposed issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates;
(c) Resolution 4(b): by or on behalf of Nick O’Loughlin (or his nominees), and any other person who will obtain a material benefit as a result of the proposed issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.
(d) Resolution 4(c): by or on behalf of Daniel Eddington (or his nominees), and any other person who will obtain a material benefit as a result of the proposed issue of these Director Placement Shares (except a benefit solely by reason of being a Shareholder), or any of their respective associates.
(e) Resolution 5: by or on behalf of Mr Simon Kidston (or his nominees) or any of his associates.
(f) Resolution 6: if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, 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.
(g) Resolution 7: by or on behalf of a person who is eligible to participate in the New Plan, or any of their respective associates.
(h) Resolution 9 : by or on behalf of Mr Simon Kidston (or his nominees) and any other person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the New Plan, or any of their respective associates.

The above voting exclusion does 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;
(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

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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibitions

Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on these Resolutions 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 5, Resolution 8 and Resolution 9: 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 the 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.

Further, in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 8 must not be cast by any participants or potential participants in the New Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person’s future retirement.

However, a vote may be cast by such a person if:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of the person or an associate of the person.

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

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BY ORDER OF THE BOARD

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Adrien Wing Company Secretary Sparc Technologies Limited Dated: 18 September 2025

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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 Thursday, 23 October 2025 at 11.00am (ACDT).

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	Voting and attendance information
Section 3	Annual Report
Section 4	Resolution 1 – Adoption of Remuneration Report
Section 5	Resolution 2 – Election of Non-Executive Chairman – Mr Simon Kidston
Section 6	Resolution 3 – Ratification of issue of Placement Shares
Section 7	Resolution 4 – Approval of issue of Director Placement Shares
Section 8	Resolution 5 – Ratification of issue of Incentive Options
Section 9	Resolution 6 – Approval of 10% Placement Facility
Section 10	Resolution 7 – Approval of Employee Securities Incentive Plan
Section 11	Resolution 8 – Approval of potential termination benefits under the New Plan
Section 12	Resolution 9 – Approval to issue Director Options
Schedule 1	Definitions
Schedule 2	Terms and conditions of Incentive Options and Director Options
Schedule 3	Summary of material terms of the New Plan

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

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2. Voting and attendance information

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

2.1 Voting in person

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

2.2 Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

2.3 Voting by proxy

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 encouraged to vote by completing and returning 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 not vote on a show of hands;
(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:

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(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. Your proxy voting instruction must be received by 11.00am (ACDT), on Tuesday, 21 October 2025 being not later than 48 hours before the commencement of the Meeting.

2.4 Chair's voting intentions

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1 and Resolution 5, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though these Resolutions are connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances, the Chair of the Meeting may change their voting intention on any Resolution, in which case an ASX announcement will be made.

2.5 Submitting questions

Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 5.00pm (ACDT) on Monday, 20 October 2025.

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. Annual Report

In accordance with section 317 of the Corporations Act and the Company’s Constitution, Shareholders will be offered the opportunity to discuss the Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2025.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a) discuss the Financial Report, Directors’ Report and Auditor’s Report, which are included in the Company’s Annual Report available online at

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https://sparctechnologies.com.au/about-us/ or on the ASX platform for "SPN" at www.asx.com.au;

(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

The Company will not provide a hard copy of the Company's Financial Report to Shareholders unless specifically requested to do so.

4. Resolution 1 – Adoption of Remuneration Report

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 non-executive 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.

A Strike was not received by the Company at its previous year's annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware

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that if a second Strike is received at the 2026 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.

4.2 Board recommendation

Resolution 1 is an ordinary non-binding resolution.

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

5. Resolution 2 – Election of Non-Executive Chairman – Mr Simon Kidston

5.1 General

Article 7.6.(a) of the Constitution provides that the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

Article 7.6(b) of the Constitution and Listing Rule 14.4 both provide that a Director appointed under 7.6.(a) must not hold office without re-election past the next annual general meeting of the Company following the Director's appointment.

Article 7.6(c) of the Constitution provides a Director appointed under article 7.6(a) holds office until the conclusion of the next annual general meeting of the Company, but is eligible for election at that meeting. Accordingly, Simon Kidston, the Company’s Non-Executive Chairman, appointed as Non-Executive Director on 6 December 2024 and subsequently as Non-Executive Chairman on 13 March 2025, retires at this Meeting and, being eligible and offering himself for election, seeks election pursuant to Resolution 2.

5.2 Simon Kidston

Mr Kidston is a highly experienced company director and former investment banker with over 30 years experience. He was the founding director of Genex Power Limited (ASX: GNX), which was acquired by J-Power in July 2024 for an enterprise value exceeding A$1 billion. At Genex, Mr Kidston and his team funded, permitted and constructed a diversified portfolio of renewable energy assets, including solar, wind, batteries and pumped hydro across Queensland and New South Wales.

Prior to his work at Genex, Mr Kidston had a successful career in investment banking working with Macquarie Bank, HSBC and Helmsec Global Capital. He has deep experience and a strong track record in assisting growth phase companies through accessing capital, negotiating strategic relationships and M&A.

Mr Kidston also serves on a number of other boards including as a Non-Executive Director of Lithium Plus Minerals (ASX: LPM), Non-Executive Director of XXIX Metal Corp (TSXV: XXIX), Non-Executive Chairman of Energy Transition Minerals (ASX: ETM), Non-Executive Director of Moonlight Resources Limited and Chairman of Permagen, a premium private carbon credit developer. His profound knowledge and invaluable experience make him a compelling candidate for appointment as a non-executive director.

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Mr Kidston brings a wealth of experience in working with growth phase companies, along with an extensive network and commercial acumen during this pivotal phase for the Company across its hydrogen and graphene technology divisions.

The Company confirms that it took appropriate checks into Mr Kidston’s background and experience and that these checks did not identify any information of concern.

If elected, Mr Kidston is considered by the Board (with Mr Kidston abstaining) to be an independent Director. Mr Kidston 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 his 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.

Mr Kidston has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as Non-Executive Chairman.

5.3 Board recommendation

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

(a) Mr Kidston’s experience in equity capital markets, corporate advisory and renewable energy assets are complimentary and valuable to the Board’s existing skills and experience; and
(b) Mr Kidston’s wide-ranging board experience across a number of listed companies which will be invaluable during the next stage of the Company’s development; and
(c) in his previous roles, Mr Kidston has demonstrated a high level of corporate leadership and is expected to make a valuable contribution to the Board.

5.4 Additional information

Resolution 2 is an ordinary resolution.

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

6. Resolution 3 – Ratification of issue of Placement Shares

6.1 Background

On 1 May 2025, the Company announced a capital raising of $2.2 million (before costs) via the issue of up to approximately 14.67 million Shares at an issue price of $0.15 per Share ( Placement ).

The Placement is comprised of the following tranches:

(a) 14,266,665 Shares issued to unrelated parties of the Company pursuant to Listing Rule 7.1 and 7.1A ( Tranche 1 Placement Shares ), the subject of Resolution 3(a) and (b); and

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(b) 400,002 Shares to the Directors (or their respective nominees) subject to Shareholder approval pursuant to Listing Rule 10.11 ( Director Placement Shares ), the subject of Resolution 4(a)-(c) (inclusive).

On 6 May 2025, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity in the following proportions:

(a) 4,679,370 Tranche 1 Placement Shares issued under Listing Rule 7.1; and
(b) 9,587,295 Tranche 1 Placement Shares issued under Listing Rule 7.1A.

Resolution 3(a)-(b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Tranche 1 Placement Shares.

6.2 Listing Rules 7.1, 7.1A and 7.4

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 shares it had on issue at the start of that period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 26 November 2024.

The issue of the Tranche 1 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 or 7.1A and, as it has not yet been approved by Shareholders, effectively uses up the Company’s combined 25% placement capacity under Listing Rules 7.1 and 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the issue of the Tranche 1 Placement Shares.

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A.

The effect of Shareholders passing Resolution 3(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity limit set out in Listing Rule 7.1, and the 10% additional placement capacity set out in Listing Rule 7.1A, without the requirement to obtain prior Shareholder approval.

If Resolution 3(a) is passed, 4,679,370 Tranche 1 Placement Shares 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 3(b) is passed, 9,587,295 Tranche 1 Placement Shares will be excluded in calculating the Company's 10% limit under Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

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If Resolution 3(a) is not passed, 4,679,370 Tranche 1 Placement Shares will continue to be included in the Company's 15% limit under 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 4,679,370 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares.

If Resolution 3(b) is not passed, 9,587,295 Tranche 1 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 9,587,295 Equity Securities for the 12 month period following the issue of those Tranche 1 Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

6.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Tranche 1 Placement Shares:

(a) The Tranche 1 Placement Shares were issued to a range of professional and sophisticated investors, none of whom are a related party or a Material Investor. The participants in the Placement were identified through a bookbuild process, which involved the Company and Joint Lead Managers seeking expressions of interest to participate in the Placement from new and existing contacts of the Company.
(b) On 6 May 2025, the Company issued the Tranche 1 Placement Shares using the Company’s available placement capacity in the following proportions:
(i) 4,679,370 Tranche 1 Placement Shares issued under Listing Rule 7.1; and
(ii) 9,587,295 Tranche 1 Placement Shares issued under Listing Rule 7.1A.
(c) The Tranche 1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
(d) The Tranche 1 Placement Shares were issued at $0.15 each.
(e) The proceeds from the issue of the Placement Shares have been and will continue to be used towards:
(i) Field trials and commercialisation activities for ecosparc®;
(ii) Supporting the Company’s investment in Sparc Hydrogen;
(iii) R&D and patenting activities; and
(iv) General working capital.
(f) There are no other material terms to the issue of the Tranche 1 Placement Shares.
(g) A voting exclusion statement is included in the Notice.

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6.4 Additional information

Resolution 3(a) and (b) are separate ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 3(a) and (b).

7. Resolution 4 – Approval of issue of Director Placement Shares

7.1 General

The background to the Placement and the proposed issue of the Director Placement Shares is in Section 6.1.

The Company has received firm commitments from the Directors to raise an additional $60,000 under the Placement through the issue of 400,002 Director Placement Shares at an issue price of $0.15 per Share, subject to Shareholder approval, in the following proportions:

Director	Amount committed to the Director Placement ($)	Director Placement Shares
Simon Kidston	$20,000	133,334
Nick O’Loughlin	$20,000	133,334
Daniel Eddington	$20,000	133,334
Total	$60,000	400,002

Resolution 4(a) - (c) (inclusive) seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of:

(a) 133,334 Director Placement Shares to Mr Simon Kidston (or his nominees);
(b) 133,334 Director Placement Shares to Mr Nick O’Loughlin (or his nominees); and
(c) 133,334 Director Placement Shares to Mr Daniel Eddington (or his nominees).

7.2 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons without the approval of its Shareholders:

(a) a related party (Listing Rule 10.11.1);
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

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(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
(e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

Each of the Directors are related parties of the Company by virtue of being Directors.

Shareholder approval pursuant to Listing Rule 10.11 is therefore required unless an exception applies. It is the view of the Board that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Shares as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of these Director Placement Shares to the Directors (or their respective nominees) will not be included in the Company’s 15% placement capacity pursuant to Listing Rule 7.1.

The effect of Shareholders passing Resolution 4(a) - (c) (inclusive) will be to allow the Company to issue the Director Placement Shares to the Directors, raising up to $60,000.

If Resolution 4(a) is passed, the Company will be able to proceed with the issue of 133,334 Director Placement Shares to Simon Kidston (or his nominees) and will receive the $20,000 committed by Mr Kidston under the Placement.

If Resolution 4(a) is not passed, the Company will not be able to proceed with the issue of 133,334 Director Placement Shares to Simon Kidston (or his nominees), and will not receive the $20,000 committed by Mr Kidston under the Placement.

If Resolution 4(b) is passed, the Company will be able to proceed with the issue of 133,334 Director Placement Shares to Nick O’Loughlin (or his nominees), and will receive the $20,000 committed by Mr O’Loughlin under the Placement.

If Resolution 4(b) is not passed, the Company will not be able to proceed with the issue of 133,334 Director Placement Shares to Nick O’Loughlin (or his nominees), and will not receive the $20,000 committed by Mr O’Loughlin under the Placement.

If Resolution 4(c) is passed, the Company will be able to proceed with the issue of 133,334 Director Placement Shares to Mr Daniel Eddington (or his nominees) and will receive the $20,000 committed by Mr Eddington under the Placement.

If Resolution 4(c) is not passed, the Company will not be able to proceed with the issue of 133,334 Director Placement Shares to Mr Daniel Eddington (or his nominees), and will not receive the $20,000 committed by Mr Eddington under the Placement.

7.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares:

(a) The Director Placement Shares will be issued to the Directors (and/or their respective nominees) in the proportions set out in Section 7.1 above.
(b) The Directors each fall into the category stipulated by Listing Rule 10.11.1 by virtue of being Director of the Company. In the event the Director Placement Shares are

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issued to a nominee of a Participating Director, that nominee will fall within the category stipulated in Listing Rule 10.11.4.

(c) A maximum of 400,002 Director Placement Shares will be issued to the Directors (or their respective nominees) in the proportions set out in Section 7.1 above.
(d) The Director Placement Shares will be fully paid and rank equally in all respects with the Company’s existing Shares on issue.
(e) The Director Placement Shares will be issued no later than one month after the date of the Meeting.
(f) The Director Placement Shares will be issued at a price of $0.15 each, being the same issue price as the Placement Shares and will raise approximately $60,000.
(g) A summary of the intended use of funds raised from the Placement is in Section 6.3(e) above.
(h) The proposed issue of the Director Placement Shares is not intended to remunerate or incentivise the Directors.
(i) The Director Placement Shares will be issued pursuant to the Placement and will not be issued pursuant to an agreement.
(j) A voting exclusion statement is included in the Notice.

7.4 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 Director Placement Shares constitutes giving a financial benefit to related parties of the Company.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Placement Shares because the Shares will be issued on the same terms as those Shares issued to non-related participants in the Placement (being $0.15 each) and as such the giving of the financial benefit is on arm’s length terms.

7.5 Additional Information

Resolution 4(a) - (c) (inclusive) are each a separate ordinary Resolution.

The Board declines to make a recommendation in relation to Resolution 4(a) - (c) (inclusive).

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8. Resolution 5 – Ratification of issue of Incentive Options

8.1 General

On 6 December 2024, the Company announced the appointment of Mr Simon Kidston as a Non-Executive Director of the Company effective immediately.

As part of his appointment, the Company agreed to issue Mr Kidston, 1,500,000 unquoted Options, exercisable at $0.25 each and expiring 4 years from the date of issue ( Incentive Options ).

On 6 December 2024, the Company issued the Incentive Options to Mr Kidston (or his respective nominee) using the Company’s available placement capacity under Listing Rule 7.1. The Board determined that it could rely upon exception 12 of Listing Rule 10.12 and section 211 of the Corporations Act in issuing the Incentive Options to the Mr Kidston without Shareholder approval under Listing Rule 10.11 and section 208 of the Corporations Act respectively.

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the Incentive Options to Non-Executive Chairman Simon Kidston.

8.2 Listing Rules 7.1 and 7.4

A summary of Listing Rule 7.1 and Listing Rule 7.4 is in Section 6.2.

The issue of the Incentive Options does not fall within any of the exceptions to Listing Rule 7.1 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1, however Listing Rule 7.4 provides an exception to Listing Rule 7.1 and provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1, those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

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, 1,500,000 Incentive 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, 1,500,000 Incentive Options will continue to be included in the Company's 15% limit under 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 1,500,000 Equity Securities for the 12 month period following the issue of those Incentive Options.

8.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Incentive Options:

(a) 1,500,000 Incentive Options were issued to Mr Simon Kidston (or his respective nominee), the subject of Resolution 5.

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(b) A total of 1,500,000 Incentive Options were issued using the Company’s available placement capacity under Listing Rule 7.1.
(c) The Incentive Options are exercisable at $0.25 each, expiring four years from the date of issue and otherwise subject to the terms and conditions in Schedule 2.
(d) The Incentive Options were issued on 6 December 2024.
(e) The Incentive Options were issued to Mr Kidston as an incentive component of his respective remuneration package. Accordingly, no funds were raised from the issue of the Incentive Options.
(f) The Incentive Options were issued under the terms and conditions of Mr Kidston’s non-executive director letter of appointment. The letter of appointment contains additional provisions considered standard for an agreement of this nature.
(g) The current total annual remuneration package for Mr Kidston as at the date of this Notice is $90,000.
(h) A voting exclusion statement is included in the Notice.

8.4 Additional information

Resolution 5 is an ordinary resolution.

The Board (with Mr Simon Kidston abstaining) recommends that Shareholders vote in favour of Resolution 5.

9. Resolution 6 – Approval of 10% Placement Facility

9.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% annual placement capacity under Listing Rule 7.1.

Resolution 6 seeks Shareholder approval to provide the Company with the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 9.2(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 9.2(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 in Listing Rule 7.1.

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9.2 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 $17.55 million, based on the closing price of Shares ($0.15) on 19 September 2025.

(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 eligible entity.

As at the date of the Notice, the Company has one quoted class of Equity Securities on issue, being 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

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(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, and ‘Relevant Period’ has the relevant meaning given in Listing Rule 7.1 and 7.1A.2, namely, the 12 monthperiod immediately preceding the date of the issue or agreement.

D = is 10%.
E = is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement to issue has not been subsequently approved by Shareholders under Listing Rule 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?

Any Equity Securities issued under Listing Rule 7.1A must be issued for a cash consideration per Equity Security which is 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 by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph 9.2(e)(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 the Meeting and will expire on the earlier 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 ).

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(g) What is the effect of Resolution 6?

The effect of Resolution 6 will be to allow the Company 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.

(h) Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(i) 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 9.2(f) above).

(j) 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 9.2(e) above).

(k) Purposes of issues under the 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.

(l) Risk of economic and voting dilution

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.

If this Resolution 6 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 may be diluted as shown in the below table (in the case of Options and Performance Rights, only if these Equity Securities are converted into Shares).

The table below shows the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for Variable 'A' calculated in

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accordance with the formula in Listing Rule 7.1A.2 (see Section 9.2(c) above) as at the date of this 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.

Shares (Variable A in Listing Rule 7.1A.2)		Dilution	Dilution
	Issue price per Share	$0.075 50% decrease in Current Market Price	$0.15 Current Market Price	$0.30 100% increase in Current Market Price
116,981,103 Shares Variable A	10% Voting Dilution	11,698,110 Shares	11,698,110 Shares	11,698,110 Shares
	Funds raised	$877,358	$1,754,717	$3,509,433
175,471,654 Shares 50% increase in Variable A	10% Voting Dilution	17,547,165 Shares	17,547,165 Shares	17,547,165 Shares
	Funds raised	$1,316,037	$2,632,075	$5,264,149
233,962,206 Shares 100% increase in Variable A	10% Voting Dilution	23,396,221 Shares	23,396,221 Shares	23,396,221 Shares
	Funds raised	$1,754,717	$3,509,433	$7,018,866

Notes:

The table has been prepared on the following assumptions:
(a) The issue price is the current market price $0.15, being the closing price of the Shares on ASX on 19 September 2025, being the latest practicable date before this Notice was signed.
(b) Variable A comprises of 116,981,103 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4.
(c) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(d) No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
(e) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes quoted Equity Securities, it is assumed that those quoted Equity Securities are converted into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or

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future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

(m) 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 purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, a rights issue or other issue where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

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

(n) Issues in the past 12 months

The Company issued 9,587,295 Tranche 1 Placement Shares on 6 May 2025 utilising its Listing Rule 7.1A placement capacity. These Equity Securities represented 10% of the total Shares on issue at the commencement of that 12-month period. The Company is seeking to ratify the issue of 9,587,295 Tranche 1 Placement Shares at this Meeting, the subject of Resolution 3(b). Please refer to Resolution 3(b) for further information.

At the date of this 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 this 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

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more existing Shareholders, those Shareholders' votes will be excluded under the voting exclusion statement in the Notice.

(o) Additional information

Resolution 6 is a special resolution and therefore 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.

10. Resolution 7 – Approval of Employee Securities Incentive Plan

10.1 General

Resolution 7 seeks Shareholders approval for the adoption of the employee incentive scheme titled ‘Sparc Technologies Limited Employee Securities Incentive Plan’ ( New Plan ) in accordance with Listing Rule 7.2 exception 13(b).

The Company considers that it is desirable to adopt 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. The Company also intends to issue Securities under the New Plan to employees to satisfy existing salary liabilities to those employees.

Under the New 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 New Plan, a summary of the key terms and conditions of which is in Schedule 3. In addition, a copy of the New Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the New 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.

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

Broadly speaking, Listing Rule 7.1 limits the ability of a listed entity from issuing or agreeing to issue Equity Securities over a 12-month period which exceeds 15% of the number of fully paid ordinary Shares it had on issue at the start of the 12-month period.

Listing Rule 7.2, exception 13(b), ceases to be available to the Company if there is a material change to the terms of the New Plan from those set out in this Notice in Schedule 3.

If Resolution 7 is passed, the Company will be able to issue up to a maximum of 20,000,000 Equity Securities under the New Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of three years without using the Company's 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the New Plan to a related party or a person whose relationship 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.

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If Resolution 7 is not passed, any issue of Equity Securities pursuant to the New Plan must either be undertaken using the Company’s 15% annual placement capacity under Listing Rule 7.1 or with prior Shareholder approval.

10.3 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 New Plan:

(a) A summary of the material terms of the New Plan is in Schedule 3.
(b) Shareholders approved the Company’s existing option plan under Listing Rule 7.2, exception 13(b) at the annual general meeting on 29 November 2022 ( Existing Plan ). The following Equity Securities have been issued under the Existing Plan:

Number	Type of security	Issue date
3,500,000 (to Directors approved by Shareholders)	Unquoted options exercisable at $0.35 and expiring 21 December 2027	21 December 2023
3,750,000	Unquoted options exercisable at $0.35 and expiring 21 December 2027	21 December 2023
3,000,000 (to NO’L issued under LR10.12 (ex 12)	Performance rights	29 January 2024
1,500,000 (to S Kidston under LR10.12 (ex 12)	Unquoted options exercisable at $0.25 and expiring 6 December 2028	5 December 2024

The maximum number of Equity Securities proposed to be issued under the New Plan pursuant to Listing Rule 7.2, exception 13(b), following approval of Resolution 7 is 20,000,000 (subject to adjustment in the event of a reorganisation of capital and further subject to applicable laws and the Listing Rules). This number comprises approximately 10% of the Company's Equity Securities currently on issue.

10.4 Additional information

Resolution 7 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 7 due to their personal interests in the outcome of the Resolution.

The Board declines to make a recommendation in relation to Resolution 7 due to the Directors’ potential personal interests in the outcome of the Resolution.

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11. Resolution 8 – Approval of potential termination benefits under the New Plan

11.1 General

The Corporations Act contains certain limitations concerning the payment of 'termination benefits' to persons who hold a 'managerial or executive office'. The Listing Rules also provides certain limitations on the payment of 'termination benefits' to officers of listed entities.

As is common with employee incentive schemes, the New Plan provides the Board with the discretion to, amongst other things, determine that some or all of the Equity Securities granted to a participant under the New Plan ( Plan Securities ) will not lapse in the event of that participant ceasing their engagement with the Company before such Plan Securities have vested. This 'accelerated vesting' of Plan Securities may constitute a 'termination benefit' prohibited under the Corporations Act, regardless of the value of such benefit, unless Shareholder approval is obtained.

If Resolution 7 or Resolution 8 are not passed, the Company will not be able to offer ‘termination benefits’ to persons who hold a ‘managerial or executive office’ pursuant to the terms of the New Plan unless Shareholder approval is obtained each and every time such termination benefit is proposed, in accordance with section 200E of the Corporations Act.

11.2 Part 2D.2 of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a 'managerial or executive office' (as defined in the Corporations Act) if an exemption applies or if the benefit is approved by Shareholders in accordance with section 200E of the Corporations Act.

Subject to Shareholder approval of Resolution 7, Shareholder approval is sought for the purposes of Part 2D.2 of the Corporations Act to approve the giving of benefits under the New Plan to a person by the Company in connection with that person ceasing to be an officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Memorandum.

Under the terms of the New Plan and subject to the Listing Rules and the Corporations Act, the Board possesses the discretion to vary the terms or conditions of the Plan Securities. Notwithstanding the foregoing, without the consent of the participant in the New Plan, no amendment may be made to the terms of any granted Plan Security which reduces the rights of the participant in respect of that Plan Security, other than an amendment introduced primarily to comply with legislation, to correct any manifest error or mistake or to take into consideration possible adverse tax implications.

As a result of the above discretion, the Board has the power to determine that some or all of a participant's Plan Securities will not lapse in the event of the participant ceasing employment or office before the vesting of their Plan Securities.

The exercise of this discretion by the Board may constitute a 'benefit' for the purposes of section 200B of the Corporations Act. The Company is therefore seeking Shareholder approval for the exercise of the Board's discretion in respect of any current or future participant in the New Plan who holds:

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(a) a managerial or executive office in, or is an officer of, the Company (or subsidiary of the Company) at the time of their leaving or at any time in the three years prior to their leaving; and
(b) Plan Securities at the time of their leaving.

11.3 Valuation of the termination benefits

Provided Shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

The value of the termination benefits that the Board may give under the New Plan cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's Share price at the time of vesting and the number of Plan Securities that will vest or otherwise be affected. The following additional factors may also affect the benefit's value:

(a) the participant's length of service and the status of the vesting conditions attaching to the relevant Plan Securities at the time the participant's employment or office ceases; and
(b) the number of unvested Plan Securities that the participant holds at the time they cease employment or office.

In accordance with Listing Rule 10.19, the Company will ensure that no officer of the Company or any of its child entities will, or may be, entitled to termination benefits if the value of those benefits and the terminations benefits that are or may be payable to all officers together exceed 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the Listing Rules.

11.4 Additional information

Resolution 8 is conditional on the passing of Resolution 7.

If Resolution 7 is not approved at the Meeting, Resolution 8 will not be put to Shareholders at the Meeting. Resolution 8 is an ordinary resolution.

The Board declines to make a recommendation in relation to Resolution 8 due to their potential personal interests in the outcome of the Resolution.

12. Resolution 9 – Approval to issue Director Options

12.1 General

As announced on 13 March 2025, the Company is proposing, subject to obtaining Shareholder approval, to issue 750,000 unquoted Options to Mr Simon Kidston (or his respective nominees) in connection with his appointment as Non-Executive Chairman ( Director 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 the Director Options to Mr Kidston seeks to align the efforts of Mr Kidston (through his role as Non-Executive Chairman) in seeking to achieve growth of the Share price and in the creation of Shareholder

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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 these Director Options to continue to attract and maintain highly experienced and qualified Board members in a competitive market.

The Director Options will be issued under the New Plan for nil cash consideration as part of Mr Kidston’s terms of appointment. The Director Options will have an exercise price of $0.25 each and expire on the date that is 4 years from the date of issue. The full terms and conditions of the Director Options are in Schedule 2.

Resolution 9 seeks Shareholder approval pursuant to Listing Rule 10.14 for the issue of up to 750,000 Director Options to Mr Simon Kidston (or his respective nominee) under the New Plan.

12.2 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 Director Options to Mr Kidston as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of the Director Options to Mr Simon Kidston will not be included in the Company's 15% annual placement capacity in Listing Rule 7.1.

The effect of Shareholders passing Resolution 9 will be to allow the Company to proceed with the issue of 750,000 Director Options to Mr Simion Kidston (or his respective nominees).

If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Director Options to Mr Simion Kidston (or his respective nominee) and the Company will consider other alternative commercial means to incentivise the Non-Executive Chairman, including by the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.

12.3 Specific information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Options:

(a) The Director Options will be issued to Mr Simon Kidston (or his respective nominees).
(b) Mr Kidston is a related party of the Company by virtue of being the Non-Executive Chairman of the Company and falls into the category stipulated by Listing Rule 10.14.1. In the event the Director Options are issued to a nominee of Mr Kidston, that nominee will fall into the category stipulated by Listing Rule 10.14.2.

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(c) A maximum of 750,000 Director Options will be issued to Mr Kidston (or his respective nominees).
(d) The current total annual remuneration package for Mr Simon Kidston as at the date of this Notice is $90,000.
(e) Mr Kidston was issued 1,500,000 Incentive Options under the Company’s Existing Plan, the subject of Resolution 5.
(f) The Director Options will be exercisable at $0.25 each, with an expiry date of 4 years from the date of issue and otherwise on the terms and conditions set out in Schedule 2.
(g) The Board considers that Options, rather than Shares, are an appropriate form of incentive because they reward Mr Kidston for his appointment and services as NonExecutive Chairman of the Company. Additionally, the issue of Options instead of cash is a prudent means of rewarding Mr Kidston for his appointment whilst conserving the Company's available cash reserves.
(h) Using a Black and Scholes valuation model, the Company’s valuation of the Director Options to Mr Kidston is $54,750, being $0.073 per Option as at 11 September 2025. Refer to Schedule 4 for details of the valuation.
(i) The Director Options will be issued to Mr Kidston (or his respective nominees) as soon as practicable following the Meeting and in any event no later than three years after the Meeting.
(j) The Director Options will be issued for nil cash consideration and will be provided as an incentive component to Mr Kidston’s remuneration package.
(k) A summary of the material terms of the New Plan is in Schedule 3.
(l) No loan will be provided to Mr Kidston in relation to the issue of the Director Options.
(m) Details of any securities issued under the New 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 New 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.

12.4 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

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

The proposed issue of the Director Options constitutes giving a financial benefit to a related party of the Company.

The Board (other than Mr Simon Kidston) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the proposed issue of Director Options to Mr Kidston (or his nominees) because the agreement to issue those Director Options, reached as part of the remuneration for Mr Kidston pursuant to his terms of appointment as Non-Executive Chairman, is considered reasonable remuneration for the purposes of section 211 of the Corporations Act, having regard to the circumstances of the Company and the responsibilities of Mr Kidston in the Company.

12.5 Additional information

Resolution 9 is an ordinary resolution.

The Board (with Mr Simon Kidston abstaining) declines to make a recommendation in relation to Resolution 9.

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Schedule 1 Definitions

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

$	means Australian Dollars.
10% Placement Facility	has the meaning given in Section 9.1.
10% Placement Period	has the meaning given in Section 9.2(f).
ACDT	means Australian Central Daylight Time.
Annual Report	means the Directors' Report, the Financial Report, and Auditor's Report,
	in respect to the year ended 30 June 2025.
ASIC	means the Australian Securities and Investments Commission.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
Auditor's Report	means the auditor's report on the Financial Report.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Closely Related Party	means:
	(a) a spouse or child of the member; or
	(b) has the meaning given in section 9 of the Corporations Act.
Company	means 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) as amended or modified from
	time to time.
Director	means a director of the Company.
Director Option	has the meaning given in Section 12.1.
Director Placement	has the meaning given in Section 6.1(b).
Shares
Directors' Report	means the annual directors' report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Equity Security	has the same meaning as in the Listing Rules.
Existing Plan	has the meaning given in Section 10.3(b).

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Explanatory Memorandum

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 Option has the meaning given in Section 8.1. Joint Lead Managers means Henslow Pty Ltd ACN 605 393 137 and Ironside Capital Pty Ltd ACN 168 562 918.

Key Management has the same meaning as in the accounting standards issued by the Personnel 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. Material Investor means, in relation to the Company: (a) a related party; (b) Key Management Personnel; (c) a substantial Shareholder; (d) an advisor; or (e) an associate of the above,

who received or will receive Securities in the Company which constitute more than 1% of the Company's anticipated capital structure at the time of issue.

Meeting has the meaning given in the introductory paragraph of the Notice. New Plan has the meaning given in Section 10.1. Notice means this notice of annual general meeting. Placement has the meaning given to Section 6.1. Plan Securities has the meaning given in Section 11.1 Proxy Form means the proxy form attached to the Notice. Remuneration Report means the remuneration report of the Company contained in the Directors' Report. Resolution means a resolution referred to in the Notice. Schedule means a schedule to the Notice.

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Section	means a Section of this Notice.
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.
Trading Day	has the meaning given in the Listing Rules.
Tranche 1 Placement	has the meaning given in Section 6.1(a).
Shares

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Schedule 2 Terms and conditions of Incentive Options and Director Options

The terms and conditions of the Incentive Options and Director Options (in this Schedule referred to as ‘Options’) are as follows:

( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Incentive Option.
( Expiry Date ): Each Incentive Option will expire on the date that is 4 years from the date of issue ( Expiry Date ). An Incentive Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
( Exercise Period ): The Incentive Options will vest from the date of issue and are exercisable at any time on or prior to the Expiry Date.
( Exercise Price ): Subject to paragraph 20, the amount payable upon exercise of each Option will be $0.25 ( Exercise Price ).
( 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, if applicable, 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, if applicable, the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

( Quotation of the Options ): The Company will not apply for quotation of the Options on any securities exchange.
( Transferability ): The Options are not transferable.
( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date, the Company will, subject to paragraphs 9 and 13:
(i) 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, if applicable, cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act.
( Restrictions on transfer of Shares ): If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on exercise of the 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.
( 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.
( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

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( 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.
( Takeovers prohibition ):
(i) 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
(ii) 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.
( 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.
( 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.
( 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.
( 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.
( 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.
( 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):
(i) 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
(ii) no change will be made to the Exercise Price.
( 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.
( Plan ): The Options are issued pursuant to and are subject to the New Plan. In the event of conflict between a provision of these terms and conditions and the New Plan, these terms and conditions prevail to the extent of that conflict.

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( Constitution ): Upon the issue of Shares on exercise of the Options, the holder agrees to be bound by the Company’s Constitution.

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Schedule 3 Summary of material terms of the New Plan

A summary of the material terms and conditions of the Plan is set out below:

(a) ( Eligible Participant ): Eligible Participant means a person that has been determined by the Board to be eligible to participate in the Plan from time to time and is an “ESS participant” (as that term is defined in Division 1A) in relation to the Company or an associated entity of the Company. This relevantly includes, amongst others:
(i) an employee or director of the Company or an individual who provides services to the Company;
(ii) an employee or director of an associated entity of the Company or an individual who provides services to such an associated entity;
(iii) a prospective person to whom paragraphs (i) or (ii) apply;
(iv) a person prescribed by the relevant regulations for such purposes; or
(v) certain related persons on behalf of the participants described in paragraphs (i) to (iv) (inclusive).
(b) ( Maximum allocation ): The Company must not make an offer of Securities under the Plan in respect of which monetary consideration is payable (either upfront, or on exercise of convertible securities) where:
(i) the total number of Plan Shares (as defined in paragraph (m) below) that may be issued or acquired upon exercise of the convertible securities offered; plus
(ii) the total number of Plan Shares issued or that may be issued as a result of offers made under the Plan at any time during the previous 3 year period,

would exceed 5% of the total number of Shares on issue at the date of the offer or such other limit as may be specified by the relevant regulations or the Company’s Constitution from time to time.

The maximum number of equity securities proposed to be issued under the Plan for the purposes of Listing Rule 7.2, Exception 13 will be as approved by Shareholders from time to time ( ASX Limit ). This means that, subject to the following paragraph, the Company may issue up to the ASX Limit under the Plan without seeking Shareholder approval and without reducing its placement capacity under Listing Rule 7.1.

The Company will require prior Shareholder approval for the acquisition of equity securities under the Plan to Directors, their associates and any other person whose relationship with the Company or a Director or a Director’s associate is such that, in ASX’s opinion, the acquisition should be approved by Shareholders. The issue of Securities with Shareholder approval will not count towards the ASX Limit.

(c) ( Purpose ): The purpose of the Plan is to:
(i) assist in the reward, retention and motivation of Eligible Participants;
(ii) link the reward of Eligible Participants to Shareholder value creation; and
(iii) 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.

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(d) ( 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, subject to compliance with applicable laws and the Listing Rules. The Board may delegate its powers and discretion.
(e) ( 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. An invitation issued under the Plan will comply with the disclosure obligations pursuant to Division 1A.

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.

A waiting period of at least 14 days will apply to acquisitions of Securities for monetary consideration as required by the provisions of Division 1A.

(f) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the successful applicant ( 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.
(g) ( 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.

(h) ( 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.
(i) ( 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, and subject to Board approval, 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.

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Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 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.

(j) ( 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.
(k) ( 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:

(i) 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
(ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
(l) ( 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.
(m) ( 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.
(n) ( Disposal restrictions on Securities ): If the invitation provides that any Plan Shares or Convertible Securities 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.
(o) ( 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.

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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.

(p) ( 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.
(q) ( 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.

(r) ( 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.

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Schedule 4 Valuation of Director Options

The Director Options (in this Schedule, referred to as Options ) have been valued according to a Black Scholes valuation model on the following assumptions:

Assumptions:
Valuation date	11 September 2025
Trading price of Shares	$0.15
Exercise price	$0.25
Expiry date (length of time from issue)	11 September 2029
Time to expiry	4 years
Risk free interest rate	5.60%
Volatility	75.67%
Indicative value per Option	$0.073
Total Value of Options to Simon Kidston (Resolution 9)	$54,750

Note: The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

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Sparc Technologies Limited ACN 009 092 068

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Your Annual General Meeting Proxy

Voting Instructions

For your proxy appointment to be effective, it must be recorded before 11.00am (ACDT) on Tuesday, 21 October 2025.

Appointment of a Proxy

A shareholder entitled to cast two or more votes may appoint up to two proxies (whether shareholders or not) to attend the meeting and vote. A separate Proxy form should be used for each Proxy appointment.

Directing your Proxy How to Vote: If you wish to direct your Proxy how to vote (or to abstain from voting) on any resolution, place a mark (“X”) in the “For”, “Against” or “Abstain” box for each resolution. If you mark more than one box on a resolution, your vote on that resolution will be invalid. If you mark the “Abstain” box for a particular resolution, you are directing your Proxy not to vote on your behalf and your votes will not be counted in computing the required majority.

HOW TO

Lodge Your Proxy

Online Voting

Lodge your Proxy vote online by scanning the QR Code with your tablet or mobile, or enter the URL below into your internet browser: https://investor.xcend.app/sha

Voting Exclusions and Prohibitions

Refer to the Notice of Meeting for detailed information of the voting exclusions and prohibitions, relating to Resolutions 1, 3, 4(a), 4(b), 4(c), 5, 6, 7 and 9.

Signing Instructions

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

You can also vote by the following:

Individual: Where the holding is in one name, the Proxy form must be signed by the
shareholder or the shareholder’s attorney.
• Joint holding: Where the holding is in more than one name, all of the shareholders should
sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Share Registrar for notation. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this Proxy form when you return it.
Registered User: enter your existing username & password and click voting.
New User, firstly register at: https://investor.xcend.app/register Then once logged in, you may proceed to vote.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary,

this Proxy form must be signed by that person. If the company (in accordance with section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise, this Proxy form must be signed by a Director jointly with either another Director or a Company Secretary. The director or authorised signatory should also print their name and state their position under their signature.

ALL your Shares will be voted in accordance with your directions or if no directions have been given and to the extent permitted by law, as the Proxy sees fit. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions.

Attending the Meeting

Post to Vote

Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225

Scan & Email to Vote

[email protected]

Attending in person: please bring this form with you as this will assist in registering your attendance. If a representative of a corporate securityholder or Proxy is to participate in the meeting, you will need to provide the appropriate “Appointment of Corporate Representative” Form.

SRN/HIN:

Registered Name & Address

Change of Address

If incorrect, provide the correct address in the space below. Securityholders sponsored by a broker (reference number commences with ‘X’) should advise their broker of any changes.

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Your Proxy Form

I/we being members of Sparc Technologies Limited (“Company”) and entitled to attend and vote hereby appoint:

If you are NOT appointing the Chair of the Meeting as The Chair of the Meeting OR your Proxy, please write the name of the person or body (Mark box) corporate you are appointing as your Proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 51 Rundle Street, Kent Town, South Australia 5067 on Thursday, 23 October 2025 at 11.00am (ACDT) and at any postponement or adjournment of the Meeting.

The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions.

By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolutions 1, 5, 8 & 9 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolutions 1, 5, 8 & 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Appoint a Proxy	I/we being members ofSparc Technologies Limited (“Company”)and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body corporate you are appointing as your Proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 51 Rundle Street, Kent Town, South Australia 5067 on Thursday, 23 October 2025 at 11.00am (ACDT) and at any postponement or adjournment of the Meeting. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions. By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolutions 1, 5, 8 & 9 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolutions 1, 5, 8 & 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.	I/we being members ofSparc Technologies Limited (“Company”)and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body corporate you are appointing as your Proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 51 Rundle Street, Kent Town, South Australia 5067 on Thursday, 23 October 2025 at 11.00am (ACDT) and at any postponement or adjournment of the Meeting. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions. By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolutions 1, 5, 8 & 9 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolutions 1, 5, 8 & 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.	I/we being members ofSparc Technologies Limited (“Company”)and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body corporate you are appointing as your Proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 51 Rundle Street, Kent Town, South Australia 5067 on Thursday, 23 October 2025 at 11.00am (ACDT) and at any postponement or adjournment of the Meeting. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions. By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolutions 1, 5, 8 & 9 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolutions 1, 5, 8 & 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.	I/we being members ofSparc Technologies Limited (“Company”)and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body corporate you are appointing as your Proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 51 Rundle Street, Kent Town, South Australia 5067 on Thursday, 23 October 2025 at 11.00am (ACDT) and at any postponement or adjournment of the Meeting. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions. By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolutions 1, 5, 8 & 9 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolutions 1, 5, 8 & 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.	I/we being members ofSparc Technologies Limited (“Company”)and entitled to attend and vote hereby appoint: The Chair of the Meeting (Mark box) OR If you areNOTappointing the Chair of the Meeting as your Proxy, please write the name of the person or body corporate you are appointing as your Proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chair 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 law, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 51 Rundle Street, Kent Town, South Australia 5067 on Thursday, 23 October 2025 at 11.00am (ACDT) and at any postponement or adjournment of the Meeting. The Chair of the Meeting intends to vote undirected proxies in favour of ALL Resolutions. By appointing the Chair as a proxy (or where the Chair becomes proxy by default) the relevant Shareholder gives the Chair express authority to exercise the proxy on Resolutions 1, 5, 8 & 9 (except where the Shareholder has indicated a different voting intention on this Proxy Form) even though Resolutions 1, 5, 8 & 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
Provide Your 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, being Tuesday, 21 October 2025 at 11.00am (ACDT). Please read the Notice of Meeting and voting instructions before marking any boxes with an X.If you mark the Abstain box for a Resolution, you are directing your Proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
		Resolutions For Against Abstain
		1 Adoption of Remuneration Report
		2 Election of Non-Executive Chairman – Mr Simon Kidston
		3(a) Ratification of issue of Placement Shares under Listing Rule 7.1
		3(b) Ratification of issue of Placement Shares under Listing Rule 7.1A
		4(a) Approval of issue of Director Placement Shares to Mr Simon Kidston (or his nominees)
		4(b) Approval of issue of Director Placement Shares to Mr Nick O’Loughlin (or his nominees)
		4(c) Approval of issue of Director Placement Shares to Mr Daniel Eddington (or his nominees)
		5 Ratification of issue of Incentive Options
		6 Approval of 10% Placement Facility (Special Resolution)
		7 Approval of Employee Securities Incentive Plan
		8 Approval of potential termination benefits under the New Plan
		9 Approval to issue Director Options
Please Sign and Return * This section must be completed.		Securityholder 1 Sole Director/Sole Company Secretary Joint Securityholder 2 Director/Company Secretary Joint Securityholder 3 Director/Company Secretary
		Print Name of Securityholder Print Name of Securityholder Print Name of Securityholder
		Update your communication details:
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SPARC TECHNOLOGIES LIMITED — AGM Information 2025

65846_rns_2025-09-21_08cd1382-1131-4294-afce-49bcd0c775b2.pdf

Sparc Technologies Limited ACN 009 092 068

Notice of Annual General Meeting

Sparc Technologies Limited

Notice of Annual General Meeting

Agenda

Annual Report

Resolutions

Resolution 1 – Adoption of Remuneration Report

Resolution 2 – Election of Non-Executive Chairman – Mr Simon Kidston

Resolution 3 – Ratification of issue of Placement Shares

Resolution 4 – Approval of issue of Director Placement Shares

Resolution 5 – Ratification of issue of Incentive Options

Resolution 6 – Approval of 10% Placement Facility

Resolution 7 – Approval of Employee Securities Incentive Plan

Resolution 8 – Approval of potential termination benefits under the New Plan

Resolution 9 – Approval to issue Director Options

2 Voting exclusions

Voting prohibitions

BY ORDER OF THE BOARD

Explanatory Memorandum

1. Introduction

2. Voting and attendance information

2.1 Voting in person

2.2 Voting by a corporation

2.3

Voting by proxy

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

2.4 Chair's voting intentions

2.5

Submitting questions

3. Annual Report

4. Resolution 1 – Adoption of Remuneration Report

General

4.2 Board recommendation

5. Resolution 2 – Election of Non-Executive Chairman – Mr Simon Kidston

5.1

General

5.2 Simon Kidston

5.3 Board recommendation

5.4 Additional information

6. Resolution 3 – Ratification of issue of Placement Shares

6.1

Background

6.2 Listing Rules 7.1, 7.1A and 7.4

6.3 Specific information required by Listing Rule 7.5

6.4 Additional information

7. Resolution 4 – Approval of issue of Director Placement Shares

7.1

General

7.2

Listing Rule 10.11

7.3 Specific information required by Listing Rule 10.13

7.4 Chapter 2E of the Corporations Act

7.5

Additional Information

8. Resolution 5 – Ratification of issue of Incentive Options

8.1

General

8.2 Listing Rules 7.1 and 7.4

8.3

Specific information required by Listing Rule 7.5

8.4 Additional information

9. Resolution 6 – Approval of 10% Placement Facility

9.1 General

9.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

(b) What Equity Securities can be issued?

(c) How many Equity Securities can be issued?

(A x D) – E

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

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

(g) What is the effect of Resolution 6?

(h) Specific information required by Listing Rule 7.3A

(i) Final date for issue

(j) Minimum issue price

(k) Purposes of issues under the 10% Placement Facility

(l) Risk of economic and voting dilution

SPARC TECHNOLOGIES LIMITED AGM Information 2025