24 October 2025

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Dear Shareholder,

Streamplay Studio Limited (ASX: SP8) 2025 ANNUAL GENERAL MEETING

You are invited to attend the Annual General Meeting (Meeting) of Streamplay Studio Limited (ACN 614 814 041) (Company) to be held at 283 Rokeby Road, Subiaco WA 6008 on Thursday, 27 November 2025 at 2:00pm (AWST).

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting unless the shareholder has made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded online as follows:

You can access the Meeting Materials online at the Company's website: https://www.streamplay.studio/investment
A complete copy of the Meeting Materials has been posed to the Company's ASX Market Announcement page at https://www.asx.com.au/ under the Company's ASX code "SP8"; or
If you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the Proxy Form.

For those shareholders that have not elected to receive notices by email, a copy of your personalised Proxy Form is enclosed for your convenience. Please complete and return the attached Proxy Form to the Company's share registry, Automic, using any of the following methods:

Online:	https://investor.automic.com.au/#/loginsah
By mail:	Automic
	GPO Box 5193
	Sydney NSW 2001
In person:	Automic
	Level 5, 126 Phillip Street
	Sydney NSW 2000
By email:	[email protected]

Your Proxy Form must be received by 2:00pm (Perth time) on Tuesday, 25 November 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. The Company strongly encourages all shareholders to submit their personalised Proxy Form as instructed prior to the Meeting.

The Meeting Materials are important and should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

If you have difficulties obtaining a copy of the Meeting Materials please contact the Company’s share registry, Automic, on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia).

Yours sincerely Derek Hall Company Secretary, Streamplay Studio Limited

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Streamplay Studio Limited | ASX:SP8 | ACN 004 766 376 | Streamplay.studio | [email protected]

Streamplay Studio Limited (ACN 004 766 376)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Thursday, 27 November 2025

2pm WST

To be held

in person at 283 Rokeby Road, Subiaco, WA

The Annual Report is available online at https://www.streamplay.studio/

This Notice of Annual General Meeting and Explanatory Memorandum 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 adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on 08 65581813.

NOTICE OF MEETING

Notice is given that the Annual General Meeting of Shareholders of Streamplay Studio Limited (ACN (004 766 376) ( Company ) will be held in person at 283 Rokeby Road, Subiaco, WA on Thursday, 27 November 2025 commencing at 2pm AWST.

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 4:00pm AWST on Tuesday, 25 November 2025.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

Annual Report

To table and 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.

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors’ Report for the financial year ended 30 June 2025 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.”

Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition

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

(a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
(b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Director – Mr Philip Re

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

“That, for the purpose of clause 6.3(c) of the Constitution, and for all other purposes, Mr Philip Re, a Director who was appointed on 21 June 2017 and re-elected on 28 November 2023, retires, and being eligible for re-election, is elected as a Director with immediate effect.”

3. Resolution 3 – 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 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 terms and conditions in the Explanatory Memorandum.”

4. Resolution 4 – 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, for the purposes of Listing Rule 7.2 (Exception 13(b) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled the “SP8 Employee Securities Incentive Plan’ ( Plan ) and for the issue of up to 128,136,451 Securities under the Plan, on the terms and conditions set out in the Explanatory Statement”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person who is eligible to participate in the Plan; or
(b) any Associate of that person or those persons.

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

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

Voting Prohibition Statement

A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if:

(a) the Proxy if either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution,

However, the above prohibition does not apply if:

(a) the proxy is the Chair;
(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.

5. Resolution 5(a), 5(b) and 5(c) – Approval to issue Director Performance Rights to Executive and Non-Executive Directors

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 65,000,000 Director Performance Rights as follows:

(a) 30,000,000 Director Performance Rights to Mr Phil Re (and/or his nominees);
(b) 5,000,000 Director Performance Rights to Mr Paolo Privitera (and/or his nominees); and
(c) 30,000,000 Director Performance Rights to Mr Bert Mondello (and/or his nominees),
on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast:

(a) In respect of Resolution 5(a):
(i) the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity (namely, Mr Phil Re (and/or his nominees)); or
(ii) any Associate of that person or those persons.
(b) In respect of Resolution 5(b):
(i) the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity (namely, Mr Paolo Privitera (and/or his nominees)); or
(ii) any Associate of that person or those persons.
(c) In respect of Resolution 5(c):
(i) the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the entity (namely, Mr Bert Mondello (and/or his nominees)); or

(ii) any Associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 Resolutions; and

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

Voting Prohibition Statement

In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party to whom the Resolutions would permit a financial benefit to be given or an associate of such a related party ( Resolution 5(a)-5(c) Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolutions and it is not cast on behalf of a Resolution 5(a)-5(c) Excluded Party.

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 the Resolutions if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on these Resolutions.

Provided the Chair is not a Resolution 5(a)-5(c) Excluded Party, the above prohibition does not apply if:

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

6. Resolution 6 – Approval to issue Executive Director Performance Rights to Bert Mondello

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 20,000,000 FY26 target, 20,000,000 FY27 target and 20,000,000 FY28 target Executive Director Performance Rights to Mr Bert Mondello (and/or his nominees) on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

(a) a person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Mr Bert Mondello (and/or his nominees); or
(b) an Associate of that person or those persons.

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

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

Voting Prohibition Statement

In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party to whom the Resolutions would permit a financial benefit to be given or an associate of such a related party ( Resolution 6 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolutions and it is not cast on behalf of a Resolution 6 Excluded Party.

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 the Resolutions if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on these Resolutions.

Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if:

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

7. Resolution 7 – Approval to issue Acquisition Bonus Shares to Director

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

“That, for the purposes of Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue 35,000,000 Shares to Director, Bert Mondello (and/or his nominee/s), on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Bert Mondello (and/or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reasons of being a holder of ordinary securities in the Company) or an Associate of that person or those persons.

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

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

Voting Prohibition Statement

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 7 Excluded Party ). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 7 Excluded Party.

Dated 24 October 2025

BY ORDER OF THE BOARD

Mr Derek Hall Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held in person at 283 Rokeby Road, Subiaco, WA on Thursday, 27 November 2025 commencing at 2pm AWST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

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

2. Action to be taken b Shareholders y

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

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting in person and are encouraged to lodge a directed 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 via voting at the Meeting in person.

Please note that:

(a) a member of the Company entitled to attend in person and vote at the Meeting is entitled to appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c) 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.

Shareholders and their proxies should be aware that:

(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

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:

(a) 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); and
(b) 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; and
(c) 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
(d) 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).

Transfer of non-chair proxy to Chair in certain circumstances

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

(a) 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; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(ii) 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.

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

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolution 1, Resolution 4, Resolution 5(a), 5(b), 5(c), Resolution 6 and Resolution 7 unless you direct them how to do so.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolution 1, Resolution 4, Resolution 5(a), 5(b), 5(c), Resolution 6 and Resolution 7 by marking “For”, “Against” or “Abstain” for each of those resolutions.

2.3 Submit your Proxy Vote

Online

Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.

By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL	Automic GPO Box 5193 Sydney NSW 2001
BY HAND	Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL	[email protected]
BY FAX	+61 2 8583 3040

3. Annual Report

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

Shareholders will be offered the following opportunities:

(a) discuss the Annual Report which is available online at https://www.streamplay.studio/;
(b) ask questions or make comment on the management of the Company;
(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 the content of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies 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 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office.

4. Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to 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 reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more 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) who were in office at the date of approval of the applicable Directors’ Report will cease to hold office immediately before that further meeting but may stand for reelection.

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting.

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

The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention.

5. Resolution 2 – Re-election of Director – Philip Re

5.1 General

Clause 6.3(c) of the Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in the office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 6.3(c) of the Constitution is eligible for reelection.

The Company currently has 2 non-executive Directors and accordingly one must retire.

Mr Philip Re will retire in accordance with clause 6.3(c) of the Constitution and being eligible, seeks re-election.

5.2 Background and qualifications

Phil Re is an experienced corporate advisor and entrepreneur with a robust background in financial services and strategic leadership.

He offers comprehensive corporate advisory services, demonstrating a keen ability to navigate complex business landscapes. Throughout his career, Phil has held pivotal roles across various sectors. He has served as Non-Executive Chairman at Westar Industrial Ltd, Independent Non-Executive Chairman at Corella Resources Ltd and Non-Executive Director at StreamPlay Studios Ltd. His extensive experience encompasses corporate governance, mergers and acquisitions, and strategic planning, underscoring his commitment to driving business growth and innovation.

Phil’s strategic insight and leadership have been instrumental in guiding companies through periods of transformation and growth. His ability to align corporate objectives with market opportunities has consistently delivered value, reflecting his dedication to excellence and forward-thinking approach in the corporate advisory realm.

5.3 Independence

If re-elected, the Board considers Mr Philip Re to be an independent director.

5.4 Board recommendation

The Board (excluding Mr Philip Re) recommends that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2.

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements commencing from the date of the Meeting where the Company obtains the approval until the earlier of the following:

(a) the date that is 12 months after the date of the Meeting at which the approval is obtained;
(b) the time and date of the Company’s next annual general meeting; or
(c) the time and date of the approval of Shareholders of a transaction under Listing Rule 11.1.2 or 11.2 in respect of the Company,

( 10% Placement Facility ).

The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

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 currently has a market capitalisation of ~$16M and is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact 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 Section 6.2(c) below).

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Shares (ASX:SP8).

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of fully paid ordinary securities on issue at the commencement of the relevant period:
(A) plus the number of fully paid ordinary securities 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 ordinary securities issued in 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 approved, or taken to have been approved, under Listing Rule 7.1 or 7.4;
(C) plus the number of fully paid ordinary securities issued in relevant period under an agreement to issue securities within Listing Rule 7.2 Exception 16 where:

(1) the agreement was entered into before the commencement of the relevant period; or
(2) the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;
(D) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4;
(E) plus the number of partly paid ordinary securities that became fully paid in the relevant period;
(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 an entity’s 15% placement capacity.

D

is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.

(d) Listing Rule 7.1A and Listing Rule 7.3A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 1,281,364,510 Shares and has a capacity to issue:

(i) 192,204,676 Equity Securities under Listing Rule 7.1; and
(ii) 128,136,451 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) above).

(e) Minimum Issue Price

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

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

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the Meeting at which the approval is obtained;
(ii) the time and date of the entity’s next annual general meeting; or
(iii) the time and date of the approval by shareholders of the eligible entity’s ordinary securities 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 ).

6.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 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) on the Resolution.

6.4 Specific information required by Listing Rule 7.3A

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

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that:
(i) the market price for the Company’s Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than of 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.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price or ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in Listing Rule 7.1A.2	Variable “A” in Listing Rule 7.1A.2		Dilution
		$0.006 50% decrease in Issue Price	$0.012 Issue Price	$0.024 100% increase in Issue Price
Current Variable “A” 1,281,364,510 Shares	10% Voting Dilution	128,136,451 Shares	128,136,451 Shares	128,136,451 Shares
	Funds raised	$768,819	$1,537,637	$3,075,275
50% increase in current Variable “A 1,922,046,765 Shares	10% Voting Dilution	192,204,677 Shares	192,204,677 Shares	192,204,677 Shares
	Funds raised	$1,153,228	$2,306,456	$4,612,912
100% increase in current Variable “A” 2,562,729,020 Shares	10% Voting Dilution	256,272,902 Shares	256,272,902 Shares	256,272,902 Shares
	Funds raised	$1,537,637	$3,075,275	$6,150,550

Note

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;
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 at 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 the Shareholder’s holding at the date of the Meeting.
The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The issue price is $0.012, being the closing price of the Shares on ASX on 14 October 2025.

(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
(d) The Company can only issue Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued development and promotion of its platforms and general working capital.
(e) The Company will comply with the disclosure obligations under the Listing Rule 7.1A(4) upon issue of any Equity Securities.
(f) 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 the Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

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

Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

(g) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 29 November 2024. In the 12 months preceding the date of the 27 November 2025 Annual General Meeting, the Company has not issued any Equity Securities under 7.1A.
(h) For the purpose of ASX Listing Rule 14.1A (and in addition to the disclosure in clause 6.4(b) above):
(i) if Resolution 3 is passed, the Directors will be able to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1; and
(ii) if Resolution 3 is not passed, the Directors will not be able to issue the Equity Securities under Listing Rule 7.1A, and will have to either rely on the Company's existing 15% placement capacity under Listing Rule 7.1 (from time to time), or (in the event that the Company’s 15% placement capacity is exhausted) the Company will be required to obtain prior shareholder approval under Listing Rules 7.1 before being able to issue such Equity Securities (which may result in the Company incurring further time and expense).

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. As such, no voting exclusion statement has been included in the Notice.

The Directors of the Company believe Resolution 3 is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of this Resolution.

7. Resolution 4 – Adoption of the Employee Scheme Incentive Plan

7.1 General

The Company considers that it is desirable to adopt a new employee incentive scheme to be called the “SP8 Employee Securities Incentive Plan” ( Plan ).

The Plan is intended to provide an opportunity to eligible participants to participate in the Company’s future. Further, the Plan acts as a mechanism to ensure the interest of Shareholders and the management and employees of the Company are aligned.

Resolution 4 seeks Shareholder approval for the adoption of the Plan in accordance with Listing Rule 7.2 Exception 13(b).

A summary of the Plan is set out in Schedule 2.

7.2 Summary of New Rules

The Plan incorporates amendments to the Corporations Act for employee share schemes.

The Treasury Laws Amendment (Cost of Living Support and Other Measures) Act 2022 (Cth) introduced a new Division 1A into Part 7.12 of the Corporations Act in relation to employee share schemes ( New Rules ). The legislation came into effect on 1 October 2022.

The New Rules will eventually replace the existing ASIC Class Order [CO 14/1000] and ASIC Class Order [CO 14/1001] (together, the Class Orders ).

A summary of the key changes applicable to the Company under the New Rules are set out below.

(a) Expanded eligibility

Class Order relief is only available for issues to directors, full time and part time employees and casual employees or contractors that are 40% or more full time equivalent.

Under the New Rules, an offer may only be made to specified “primary participants” (being directors, employees and service providers, with no minimum requirements of hours of service provided) or certain related persons of a primary participant (including a spouse, parent, child or sibling of the primary participant; controlled bodies corporate of the primary participant or bodies corporate that are trustees of the primary participant’s self-managed superannuation fund).

(b) Issue cap

The Class Orders provide for an issue cap of 5% of a listed entity’s fully paid shares over a rolling period of 3 years (irrespective of whether monetary consideration is required).

Under the New Rules, there is no cap on issues made for no monetary consideration. Caps only apply to issues made for monetary consideration (being the cap set out in the company’s constitution or if there is no such cap in the constitution, then 5% for listed entities unless a higher cap is specified in the relevant regulations (if any)).

Further, offers of eligible interests to participants under an employee securities incentive plan which would not ordinarily require disclosure, such as offers to senior managers or small-scale offerings are not required to comply with the issue cap.

(c) Disclosure requirements

The Class Order does not distinguish between offers for monetary consideration and those without, with the same disclosure requirements for both offers.

Under the New Rules, offers made for no monetary consideration do not have any specific disclosure requirements. In the case of offers made for monetary consideration, an offer document is required (with specific disclosure requirements) and participants cannot acquire their interests until 14 days after receiving the necessary offer disclosure from the entity.

(d) Quotation and suspension requirements

Class Order relief is only available where an entity meets the minimum quotation period of 3 months prior to making an offer of eligible interests. In addition, relief is prohibited if an entity is suspended from quotation for over 5 days in the preceding 12-month period.

Under the New Rules, listed entities can offer eligible interests without first meeting any minimum quotation period, and regardless of any suspensions to the trading of securities.

(e) On-sale relief

The Class Order provides relief from the on-sale provisions for securities issued under the Class Order.

Pursuant to the New Rules, listed entities must issue a cleansing notice to ensure that any Shares issued (including following the exercise of any options and performance rights) may be on-sold within 12 months of issue.

(f)

Criminal offences

A number of new offences created under the New Rules, including misleading and deceptive statement offences and offences relating to holding participants’ money. In addition, regulatory relief can be revoked if any of the below are breached:

(i) compliance with the monetary cap;
(ii) compliance with the issue cap; and
(iii) providing disclosure documents at the required time.

7.3 Regulatory requirements and Listing Rules 7.1 and 7.2, exception 13(b)

Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the Listing Rules 7.1 and 7.1A on the number of securities that may be issued without Shareholder Approval. Listing Rule 7.2 exception 13(b) provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by Shareholders, where the issue of securities is within 3 years from that date of Shareholder approval of the issue of securities under the employee incentive scheme.

The Plan participation is limited to Directors, employees and service providers of the Company. If an issue is to be made to Directors, then separate Shareholder approval will need to be obtained.

7.4 Listing Rule 7.2, Exception 13

Pursuant to and in accordance with Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution:

(a) a summary of the key terms of the Plan is set out in Schedule 2;
(b) as this a new plan being put to Shareholders, no Securities have been issued under it to date;
(c) the Company is seeking Shareholder approval to adopt the Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme);
(d) a maximum of 128,136,551 Securities would be available to be issued under the Plan if approved by Shareholders (being representing approximately 10% of the number of Shares on issue as at the date of the Meeting). This maximum number is not intended to be a prediction of the actual number of Securities to be issued under the Plan, but simply a maximum number for the purposes of setting a ceiling on the number of Securities to be issued under the Plan for the purposes of Listing Rule 7.2, exception 13(b). In any event, no Securities will be issued if to do so would contravene any applicable laws, including the issue cap under the New Rules which applies to issues for monetary consideration (refer to Section 7.2(b) above); and
(e) a voting exclusion statement is included for Resolution 4 of this Notice.

7.5 Technical information required by Listing Rule 14.1A

The passing of Resolution 4 will allow the Company to issue securities for the benefit of participants of the Plan whilst preserving the Company’s placement limits for issuing securities and provide flexibility in the manner in which the Plan is managed.

If Resolution 4 is not passed, the Company may still issue securities to key personnel other than Directors on the terms as set out in Schedule 2, however those securities will count towards the Company’s 15% placement capacity under Listing Rule 7.1.

7.6 Board Recommendation

The Board recommends that the Shareholders vote in favour of Resolution 4. The Chair intends to vote all undirected Proxies in favour of Resolution 4.

8. Resolution 5(a), 5(b) and 5(c) and 6 – Approval to issue Director Performance Rights to Executive and NonExecutive Directors and approval to issue Executive Performance Rights to Bert Mondello

8.1 General

Resolutions 5(a)-5(c) seek Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of a total of 65,000,000 Performance Rights to all Executive and Non-Executive Directors of the Company (and/or their respective nominees) in the classes and proportions as set out in the below tables ( Director Performance Rights ).

The Director Performance Rights comprise of the following classes:

Class	Milestone	Expiry Date
Class A Performance Rights	Class A Performance Rights convert into Shares on a one (1) for one (1) basis upon the Company achieving a market capitalisation of A$30 million or more based on the volume weighted average price of Shares over 10 consecutive trading days on which the Company’s Shares have actually traded on ASX.	5 years from the date of issue.
Class B Performance Rights	Class B Performance Rights convert into Shares on a one (1) for one (1) basis upon the Company achieving a market capitalisation of A$45 million or more based on the volume weighted average price of Shares over 10 consecutive trading days on which the Company’s Shares have actually traded on ASX.	5 years from the date of issue.
Class C Performance Rights	Class C Performance Rights convert into Shares on a one (1) for one (1) basis upon the Company achieving a market capitalisation of A$60 million or more based on the volume weighted average price of Shares over 10 consecutive trading days on which the Company’s Shares have actually traded on ASX.	5 years from the date of issue.

The Director Performance Rights are proposed to be issued as follows:

	Mr Phil Re (and/or his nominee) (subject of Resolution 5(a))	Mr Paolo Privitera (and/or his nominee) (subject of Resolution 5(b))	Mr Bert Mondello (and/or his nominee) (subject of Resolution 5(c))
Class A Performance Rights	10,000,000	1,666,666	10,000,000
Class B Performance Rights	10,000,000	1,666,667	10,000,000
Class C Performance Rights	10,000,000	1,666,667	10,000,000

Total 30,000,000 5,000,000 30,000,000

Resolution 6 seeks Shareholder approval pursuant to ASX Listing Rule 10.11 for the issue of a total of 60,000,000 Performance Rights to Mr Bert Mondello (and/or his nominees) in the classes and proportions set out in the below table ( Executive Director Performance Rights ).

The Executive Director Performance Rights comprise of the following classes:

Class	Number	Milestone	Expiry Date
Class D Performance Rights	20,000,000	Class D Performance Rights convert into Shares on a one (1) for one (1) basis as follows: (a) 100% of the Class D Performance Rights will vest if the Company achieves a revenue of $15 million or greater for FY 2026 as verified by the Company’s auditor; and (b) 0% of the Class D Performance Rights will vest if the Company achieves a revenue below $10 million for FY 2026 as verified by the Company’s auditor, with pro-rata linear vesting between these two hurdles. The following revenue will be excluded in calculation of the revenue: (a) one-off extraordinary items; (b) revenue received in the form of government grants, allowances, rebates or other hand-outs; or (c) revenue that has been “manufactured “to achieve the milestone	5 years from the date of issue.
Class E Performance Rights	20,000,000	Class E Performance Rights convert into Shares on a one (1) for one (1) basis as follows: (a) 100% of the Class E Performance Rights will vest if the Company achieves a revenue of $17.5 million or greater for FY 2027 as verified by the Company’s auditor; and (b) 0% of the Class E Performance Rights will vest if the Company achieves a revenue below $12.5 million for FY 2027 as verified by the Company’s auditor, with pro-rata linear vesting between these two hurdles. The following revenue will be excluded in calculation of the revenue: (a) one-off extraordinary items;	5 years from the date of issue.

		(b) revenue received in the form of government grants, allowances, rebates or other hand-outs; or (c)revenue that has been “manufactured“ to achieve the milestone
Class F Performance Rights	20,000,000	Class F Performance Rights convert into Shares on a one (1) for one (1) basis as follows: (a) 100% of the Class F Performance Rights will vest if the Company achieves a revenue of $20 million or greater for FY 2028 as verified by the Company’s auditor; and (b) 0% of the Class F Performance Rights will vest if the Company achieves a revenue below $15 million for FY 2028 as verified by the Company’s auditor, with pro-rata linear vesting between these two hurdles. The following revenue will be excluded in calculation of the revenue: (a) one-off extraordinary items; (b) revenue received in the form of government grants, allowances, rebates or other hand-outs; or (c) revenue that has been “manufactured “to achieve the milestone	5 years from the date of issue.

8.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder 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;
(d) an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or
(e) a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of the Director Performance Rights and Executive Director Performance Rights falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing

Rule 10.12. Accordingly, the issue of the Director Performance Rights and Executive Director Performance Rights requires the approval of Shareholders under ASX Listing Rule 10.11.

Accordingly, Resolutions 5(a)-5(c) and Resolution 6 seek the required Shareholder approval for the issue of the Director Performance Rights and Executive Director Performance Rights, in accordance with ASX Listing Rule 10.11.

8.3 Chapter 2E of the Corporations Act

For a public company or an entity that the public company controls to give a financial benefit to a related party of the public company the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in sections 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 grant of the Director Performance Rights and the Executive Director Performance Rights constitutes giving a financial benefit. Mr Phil Re, Mr Paolo Privitera, and Mr Bert Mondello are each related parties of the Company by virtue of being Directors.

In respect of Resolution 5(a), the Directors (excluding Mr Phil Re), each of whom do not have a material personal interest in Resolution 5(a), have determined that the issue of the Director Performance Rights to Mr Phil Re constitutes reasonable remuneration within the meaning of section 211 of the Corporations Act, as the issue of the Director Performance Rights is reasonable given the circumstances of the Company, Mr Phil Re and peer comparisons undertaken by the Company.

In respect of Resolution 5(b), the Directors (excluding Mr Paolo Privitera), each of whom do not have a material personal interest in Resolution 5(b), have determined that the issue of the Director Performance Rights to Mr Paolo Privitera constitutes reasonable remuneration within the meaning of section 211 of the Corporations Act, as the issue of the Director Performance Rights is reasonable given the circumstances of the Company, Mr Paolo Privitera and peer comparisons undertaken by the Company.

In respect of Resolution 5(c) and Resolution 6, the Directors (excluding Mr Bert Mondello), each of whom do not have a material personal interest in Resolution 5(c) and Resolution 6, have determined that the issue of the Director Performance Rights and Executive Director Performance Rights to Mr Bert Mondello constitutes reasonable remuneration within the meaning of section 211 of the Corporations Act, as the issue of the Director Performance Rights and Executive Director Performance Rights is reasonable given the circumstances of the Company, Mr Bert Mondello and peer comparisons undertaken by the Company.

Accordingly, Shareholder approval pursuant to section 208 of the Corporations Act is not sought for Resolutions 5(a) – 5(c) and Resolution 6.

8.4 Technical Information required by ASX Listing Rule 14.1A

If Resolutions 5(a) – 5(c) are passed, the Company will be able to proceed with the issue of the Director Performance Rights. This will occur within one (1) month after the date of the Meeting (or such later date permitted by an ASX waiver or modification of the ASX Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Performance Rights (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Director Performance Rights will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolutions 5(a) – 5(c) are not passed, the Company will not be able to proceed with the issue of the Director Performance Rights and the Company may have to consider alternative means to incentivise the Directors in lieu of such issue.

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Executive Director Performance Rights. This will occur within one (1) month after the date of the Meeting (or such later date permitted by an ASX waiver or modification of the ASX Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Executive Director Performance Rights (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Executive Director Performance Rights will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Executive Director Performance Rights and the Company may have to consider alternative means to incentivise Mr Mondello in lieu of such issue.

8.5 Technical Information required by ASX Listing Rule 10.13 in relation to Resolutions 5(a) – 5(c)

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 5(a) – 5(c):

(a) the Director Performance Rights will be issued to each of Mr Phil Re, Mr Paolo Privitera and Mr Bert Mondello (and/or their respective nominees);
(b) each of Mr Phil Re, Mr Paolo Privitera and Mr Bert Mondello fall within the category of ASX Listing Rule 10.11.1 by virtue of being Directors of the Company, and if applicable, their nominees fall within the category of ASX Listing Rule 10.11.4 by virtue of being associates of a Director;
(c) a total of up to 65,000,000 Director Performance Rights are to be issued, as follows:

	Mr Phil Re (and/or his nominee) (subject of Resolution 5(a)	Mr Paolo Privitera (and/or his nominee) (subject of Resolution 5(b)	Mr Bert Mondello (and/or his nominee) (subject of Resolution 5(c)
Class A Performance Rights	10,000,000	1,666,666	10,000,000
Class B Performance Rights	10,000,000	1,666,667	10,000,000
Class C Performance Rights	10,000,000	1,666,667	10,000,000
Total	30,000,000	5,000,000	30,000,000

(d) a summary of the terms and conditions of the Director Performance Rights are set out in Schedule 3;

(e) the Director Performance Rights will be issued to each of the Directors (and/or their nominees) no later than one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);
(f) the Director Performance Rights will be issued for nil cash consideration and accordingly no funds will be raised;
(g) the purpose of the issue of Director Performance Rights is to incentivise and reward the Directors and further align their interests with the Company for the long term;
(h) the remuneration from the Company to each of the Directors for the prior financial year and the proposed remuneration for the current financial year are set out below:

Director	Current Financial Year (ending 30 June 2026)	Prior Financial year (ending 30 June 2025)
Mr Phil Re1	$48,000	$48,000
Mr Paolo Privitera2	$48,000	$34,698
Mr Bert Mondello3	$90,000	$90,000

Notes :

Mr Phil Re was appointed as a Director on 21 June 2017. For FY 2025, Mr Re received a total of $48,000 in directors’ fees. For FY 2026, Mr Re and is entitled to receive directors’ fees of $48,000 per annum.
Mr Paolo Privitera was appointed as a Director on 8 October 2024. For FY 2025, Mr Privitera received a total of $34,698 in directors’ fees. For FY 2026, Mr Privitera and is entitled to receive directors’ fees of $48,000 per annum.
Mr Bert Mondello was appointed as a Director on 16 April 2018. For FY 2025, Mr Mondello received a total of $90,000 in directors’ fees. For FY 2026, Mr Mondello and is entitled to receive directors’ fees of $90,000 per annum.
(i) the Director Performance Rights are not being issued under any agreement; and
(j) a voting exclusion statement is included for Resolutions 5(a) – 5(c) of the Notice.

8.6 Technical Information required by ASX Listing Rule 10.13 in relation to Resolution 6

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 6:

(a) the Executive Director Performance Rights will be issued to Mr Bert Mondello (and/or his nominees);
(b) Mr Bert Mondello falls within the category of ASX Listing Rule 10.11.1 by virtue of being a Director of the Company, and if applicable, his nominees fall within the category of ASX Listing Rule 10.11.4 by virtue of being associates of a Director;
(c) a total of up to 60,000,000 Executive Director Performance Rights are to be issued, as follows:
(i) 20,000,000 Class D Performance Rights;
(ii) 20,000,000 Class E Performance Rights;
(iii) 20,000,000 Class F Performance Rights;

(d) a summary of the terms and conditions of the Executive Director Performance Rights are set out in Schedule 4;
(e) the Executive Director Performance Rights will be issued to Mr Bert Mondello (and/or his nominee) no later than one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules);
(f) the Executive Director Performance Rights will be issued for nil cash consideration and accordingly no funds will be raised;
(g) the purpose of the issue of the Executive Director Performance Rights is to incentivise and reward Mr Mondello and further align their interests with the Company for the long term;
(h) the current remuneration package of Mr Mondello is set out in Section 8.5 above;
(i) the Executive Director Performance Rights are not being issued under any agreement; and
(j) a voting exclusion statement is included for Resolution 6 of the Notice.

8.7 Board Recommendation

The Directors:

(a) (except Mr Phil) believe that Resolution 5(a) is in the best interest of the Company and its Shareholders and recommends that Shareholders vote in favour of Resolution 5(a);
(b) (except Mr Privitera) believe that Resolution 5(b) is in the best interest of the Company and its Shareholders and recommends that Shareholders vote in favour of Resolution 5(b); and
(c) (except Mr Bert Mondello) believe that Resolution 5(c) and Resolution 6 are in the best interest of the Company and its Shareholders and recommends that Shareholders vote in favour of Resolution 5(c) and Resolution 6.

The Chair intends to vote all undirected proxies in favour of Resolutions 5(a) – (c) and Resolution 6.

9. Resolution 7 – Approval to issue Acquisition Bonus Shares to Director

9.1 General

As announced on 25 November 2024, the Company has agreed to issue Mr. Bert Mondello 35,000,000 acquisition bonus shares in respect of the acquisition of Noodlecake Studios Inc. ( Bonus Shares ).

The Bonus Shares will be issued pursuant to the Share Sale Agreement entered between the Company and Zplay (HK) Technology Co. Limited in respect of the Noodlecake Studios Inc. acquisition ( Share Sale Agreement ) and having the following material terms:

Parties: Streamplay Studio Limited (the Company) has entered into a Share Sale Agreement (Agreement) with Zplay (HK) Technology Co. Limited (Zplay)

	to acquire the issued share capital of Noodlecake Studios Inc. (Noodlecake).
Acquisition:	The Company agrees to acquire 100% of the issued share capital of Noodlecake from Zplay, including Noodlecake's business and assets, on a cash-free, debt-free basis, with normalised working capital.
Consideration:	Total Purchase Price of ~A$9.0 million, consisting of: ● 60% of Purchase Price: ~A$5.4 million in cash at settlement. ● 20% of Purchase Price: ~A$1.8 million on the 12 month anniversary. ● 20% of Purchase Price: ~A$1.8 million on the 24 month anniversary. Streamplay retains flexibility to expedite payments. ~A$82,000 exclusivity deposit paid on execution of Letter of Intent (3 October 2024), to be deducted from the final Purchase Price. Other payments consisting of: ● 130M shares to KG Venture Holdings Pty Ltd, issued under LR 7.1 Placement Capacity for facilitation and advisory fees. 35M acquisition bonus shares to Executive Chair Bert Mondello, subject to shareholder approval.
Conditions Precedent:	● Completion of commercial, tax, financial, legal and technical due diligence by Streamplay on Noodlecake, to the satisfaction of Streamplay. ● Execution of an updated employment agreement between Noodlecake and COO Ryan Holowaty. The Company and Zplay obtaining all necessary regulatory and third party approvals (including landlord consent) to allow the parties to lawfully complete the matters set out in the Agreement.
Other information:	● The Agreement is otherwise on ordinary commercial terms. ● Comprehensive technical due diligence completed, including a site visit to Noodlecake’s offices in Canada. Expected to complete remaining conditions precedent and finalise the acquisition before 31 December 2024.

Resolution 7 seek Shareholder approval for the issue of the Bonus Shares to Director, Mr. Bert Mondello.

9.2 Section 208 of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

(a) the giving of the financial benefits falls within one of the nominated exceptions to the provision; or
(b) Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

Section 208(1)(a) of the Corporations Act prohibits a company from giving a financial benefit (including an issue of securities) to a related party of the company without the approval of shareholders by a resolution passed at a general meeting at which no votes are cast in relation to the resolution in respect of any shares held by the related party or by an associate of the related party.

The grant of the Bonus Shares constitutes giving a financial benefit and Mr. Bert Mondello is a related party of the Company by virtue of being a Director.

It is the view of the Directors (other than Mr. Bert Mondello who has a material personal interest in the Resolution) that the exception set out in section 210 of the Corporations Act applies to the issue of the Bonus Shares to Mr. Bert Mondello as the Share Sale Agreement and issue of the Bonus Shares will be on arm's length terms.

Accordingly, Shareholder approval is not being sought for the issue of the Bonus Shares to Mr Bert Mondello for the purposes of section 208 of the Corporations Act.

9.3 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:

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder 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;
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
(e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of the Bonus Shares to Mr Bert Mondello falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. Accordingly, the issue of the Bonus Shares requires the approval of Shareholders under Listing Rule 10.11.

Resolution 7 seeks the required Shareholder approval for the issue of the Bonus Shares to Mr. Bert Mondello under and for the purposes Listing Rule 10.11.

9.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to proceed with the issue of the Bonus Shares to Mr Bert Mondello within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Bonus Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Bonus Shares will not use up any of the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 7 is not passed, the Company will not be able to proceed with the issue of the Bonus Shares to Mr. Bert Mondello.

9.5 Technical 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 Resolution 7:

(a) the Bonus Shares will be issued to Mr. Bert Mondello (and/or his nominees), a Director of the Company;
(b) Mr. Bert Mondello falls within the category of Listing Rule 10.11.1 by virtue of being a Director of the Company, and if applicable, his nominees fall within the category of ASX Listing Rule 10.11.4 by virtue of being associates of a Director;
(c) 35,000,000 Bonus Shares will be issued to Mr. Bert Mondello (and/or his nominees);
(d) the Bonus Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(e) the Bonus Shares will be issued no later than 1 month after the date of the Meeting and it is intended that issue of the Bonus Shares will occur on the same date;
(f) the Bonus Shares will be issued for nil consideration;
(g) the primary purpose of the issue of the Bonus Shares is to reward Mr. Bert Mondello for his facilitation of the Noodlecake Studios Inc acquisition and incentivise him to continue to seek out advantageous transactions for the Company and further align his interest with the Company in the long term;
(h) the current remuneration package for Mr Bert Mondello is set out in Section 8.5 above; (i) the Bonus Shares are being issued under the Share Sale Agreement. A summary of the material terms of the Share Sale Agreement is set out in Section 9.1 above;
(j) a voting exclusion statement is included for Resolution 7 of this Notice.

SCHEDULE 1– Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2(f).

AWST means Australia Western Standard Time, being the time in Perth, Western Australia.

Annual Report means the Directors’ Report, the Financial Report and the Auditor’s Report in respect to the financial year ending 30 June 2025.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor’s Report means the auditor’s report on the Financial Report.

Board means the board of Directors.

Bonus Shares has the meaning given in Section 9.1.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair means the person appointed to chair the Meeting convened by this 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 Streamplay Studio Limited (ACN 004 766 376).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Performance Rights has the meaning given to it in Section 8.1.

Directors’ Report means the annual directors’ report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities contained in the Annual Report.

Equity Securities has the same meaning as in the Listing Rules.

Executive Performance Rights has the meaning given to it in Section 8.1.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

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

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Option means an option which entities the holder to subscribe for one Share.

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 resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Share Sale Agreement has the meaning given in Section 9.1.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Two Strikes Rule has the meaning in Section 4.

VWAP means volume weight average price.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

SCHEDULE 2 – Summary of Employee Securities Incentive Plan

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

(a) ( Eligible Participant ): Eligible Participant means a person that:
(i) is an ‘ESS participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company for an invitation made on or after 1 October 2022; and
(ii) has been determined by the Board to be eligible to participate in the Plan from time to time.
(b) ( 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.
(c) ( 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 except to the extent that it prevents the Company relying on the deferred tax concessions under Subdivision B3A-C of the Income Tax Assessment Act 1997 (Cth). The Board may delegate its powers and discretion.
(d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

(e) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.
(f) ( 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. Unless in ‘Special Circumstances’ (as defined in the Plan) with the consent of the Board, a Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, 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.

(g) ( 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.
(h) ( Exercise of Convertible Securities and cashless exercise ): To exercise an 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.

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.

(i) ( Cashless exercise of Convertible Securities ): At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.
(j) 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.

If the difference between the total exercise price otherwise payable for the Convertible Securities being exercised and the then market Value of the Share at the time of exercise and the exercise price is zero or negative, then the Eligible Participant will not be entitled to use the cashless exercise facility.

(k) ( 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.
(l) ( 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, acted negligently, acted in contravention of a Group policy or wilfully breached his or her duties to the Group, the Board will 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.

(m) ( 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.
(n) ( 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.
(o) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

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

(i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or
(ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
(p) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

(q) ( 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.
(r) ( Compliance with Applicable Laws ): Notwithstanding the Plan rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws.

Where monetary consideration is payable by the Eligible Participant, and in respect to Convertible Securities where the Exercise Price on exercise of those Convertible Securities is greater than zero, the Company must reasonably believe when making an invitation:

(i) the total number of Plan Shares that are, or are covered by the Securities that may be issued under an invitation; and

(ii) the total number of Plan Shares that are, or are covered by the Securities that have been issued, or could have been issued in connection with the Plan in reliance on Division 1A of Part 7.12 of the Corporations Act at any time during the previous 3 year period prior to the date the invitation is made,
(iii) does not exceed:
(iv) if the Constitution specifies an issue cap percentage, that percentage; or
(v) if the Constitution does not specify an issue cap percentage, 5% (or such other maximum permitted under any Applicable Law),

of the total number of Shares on issue at the date of the invitation.

(s) ( 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.

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

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

SCHEDULE 3 – Terms and Conditions of Director Performance Rights

The following terms and conditions apply to the Director Performance Rights (Resolutions 5(a) – 5(c):

(a) Grant Price

Each Performance Right will be granted by the Company for nil cash consideration.

(b) Rights

(i) The Performance Rights do not carry voting rights in the Company.
(ii) The Performance Rights do not confer on the holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders of Performance Rights do not have the right to attend general meetings of shareholders.
(iii) The Performance Rights do not entitle the holder to any dividends.
(iv) The Performance Rights do not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company.
(v) The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(vi) In the event the issued capital of the Company is reconstructed, all rights of a holder will be changed to the extent necessary to comply with the ASX Listing Rules and Corporations Act at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules and Corporations Act, following such reorganisation the economic and other rights of the holder are not diminished or terminated.
(vii) Subject always to the rights under paragraph (b)(vi), a Performance Right does not entitle the holder (in its capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(viii) The Performance Rights give the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(c) Conversion

(i) The Performance Rights in the relevant class ( Class ) immediately vest and becomes exercisable by the holder into fully paid ordinary shares in the capital of the Company ( Conversion Shares ) on a one for one basis upon and subject to the Company providing written notice ( Vesting Notice ) to the holder that the Company has satisfied the relevant condition ( Condition ) applicable to each Class by the relevant expiry date ( Expiry Date ), set out below:

Class	Milestone	Expiry Date
Class A Performance Rights	Class A Performance Rights convert into Shares on a one (1) for one (1) basis upon the Company achieving a market capitalisation of A$30 million or more based on the volume weighted average price of Shares over 10 consecutive	5 years from the date of issue.

	trading days on which the Company’s Shares have actually traded on ASX.
Class B Performance Rights	Class B Performance Rights convert into Shares on a one (1) for one (1) basis upon the Company achieving a market capitalisation of A$45 million or more based on the volume weighted average price of Shares over 10 consecutive trading days on which the Company’s Shares have actually traded on ASX.	5 years from the date of issue.
Class C Performance Rights	Class C Performance Rights convert into Shares on a one (1) for one (1) basis upon the Company achieving a market capitalisation of A$60 million or more based on the volume weighted average price of Shares over 10 consecutive trading days on which the Company’s Shares have actually traded on ASX.	5 years from the date of issue.

(ii) In order to exercise the Performance Rights into Conversion Shares following receipt of a Vesting Notice, the holder must provide written notice ( Exercise Notice ) to the Company of its election to exercise the Class into the Conversion Shares. The Performance Rights may only be exercised into Conversion Shares once.
(iii) Despite any other provision, the exercise of any Performance Rights is subject to the Company obtaining any required shareholder or regulatory approval for the purpose of issuing the Conversion Shares. If exercise of all or part of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not at a later date result in a contravention of section 606(1) of the Corporations Act. The holder must give prior written notice to the Company if it considers that the exercise of all or part of its Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights under these terms will not result in any person being in contravention of section 606(1) of the Corporations Act.
(iv) Each Conversion Share will rank equally with a fully paid ordinary share in the capital of the Company.
(v) The Performance Rights will not be quoted on any securities exchange and the Company will not make an application for quotation in respect of them. However, if the Company is listed on the ASX at the relevant time, the Company must apply for quotation of any Conversion Shares on the ASX in accordance with the Listing Rules, subject always to the requirements of the Listing Rules, including those relating to escrow and the cleansing requirements under the Corporations Act.
(d) Expiry

Performance Rights will automatically be deemed to be terminated and cancelled by the Company for nil cash consideration in the event:

(i) the holder ceases to be employed, or their engagement is discontinued (for whatever reason), with the Company, unless the Board otherwise determines in its discretion; or
(ii) they have not otherwise been validly exercised into Conversion Shares on or before the earlier of the relevant Expiry Date.

(e) Transferability

The Performance Rights are not transferable.

(f) Compliance with the law

(i) Despite anything else contained in these terms, if the Corporations Act, Listing Rules or Constitution prohibits an act being done, that act must not be done.
(ii) Nothing contained in these terms prevents an act being done that the Corporations Act, Listing Rules or Constitution require to be done.
(iii) If the Corporations Act, Listing Rules or Constitution conflict with these terms, or these terms do not comply with the Corporations Act, Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms.
(iv) The terms of the Performance Rights may be amended as necessary by the directors of the Company in order to comply with the Listing Rules, or any directions of ASX regarding the terms in order to comply with the Listing Rules.
(v) Any reference to the Listing Rules in these terms and conditions is to be complied with only where the Company is admitted to the official list of ASX at the relevant time.

(g) Control Event

(i) A change of control event ( Control Event ) occurs where:
(A) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and is, or is declared, unconditional and the person making the takeover bid has a relevant interest in 50% or more of the Company’s Shares;
(B) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement relating to the Company or a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(C) any person acquires a relevant interest in 50.1% or more of the Shares in the Company by any other means.
(ii) All the Performance Rights on issue shall automatically vest (without the need for any Vesting Notice) and become exercisable by the holder into Conversion Shares upon the occurrence of a Control Event. Following which, the holder can exercise the Performance Rights into a Conversion Share in accordance with paragraph (c)(iii). The automatic conversion shall only occur if the relevant Control Event is triggered by a person who does not control the entity at the time the Performance Rights were issued.

SCHEDULE 4 – Terms and Conditions of Executive Director Performance Rights

The following terms and conditions apply to the Executive Director Performance Rights (Resolution 6):

(a) Grant Price

Each Performance Right will be granted by the Company for nil cash consideration.

(b) Rights

(i) The Performance Rights do not carry voting rights in the Company.
(ii) The Performance Rights do not confer on the holder the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to shareholders. Holders of Performance Rights do not have the right to attend general meetings of shareholders.
(iii) The Performance Rights do not entitle the holder to any dividends.
(iv) The Performance Rights do not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company.
(v) The Performance Rights do not confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.
(vi) In the event the issued capital of the Company is reconstructed, all rights of a holder will be changed to the extent necessary to comply with the ASX Listing Rules and Corporations Act at the time of reorganisation provided that, subject to compliance with the ASX Listing Rules and Corporations Act, following such reorganisation the economic and other rights of the holder are not diminished or terminated.
(vii) Subject always to the rights under paragraph (b)(vi), a Performance Right does not entitle the holder (in its capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(viii) The Performance Rights give the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

(c) Conversion

(i) The Performance Rights in the relevant class ( Class ) immediately vest and becomes exercisable by the holder into fully paid ordinary shares in the capital of the Company ( Conversion Shares ) on a one for one basis upon and subject to the Company providing written notice ( Vesting Notice ) to the holder that the Company has satisfied the relevant condition ( Condition ) applicable to each Class by the relevant expiry date ( Expiry Date ), set out below:

Class	Milestone	Expiry Date
Class D Performance Rights	Class D Performance Rights convert into Shares on a one (1) for one (1) basis as follows: (a) 100% of the Class D Performance Rights will vest if the Company achieves a revenue of $15 million or greater for FY 2026 as verified by the Company’s	5 years from the date of issue.

	auditor; and (b) 0% of the Class D Performance Rights will vest if the Company achieves a revenue below $10 million for FY 2026 as verified by the Company’s auditor, with pro-rata linear vesting between these two hurdles. The following revenue will be excluded in calculation of the revenue: (a) one-off extraordinary items; (b) revenue received in the form of government grants, allowances, rebates or other hand-outs; or (c) revenue that has been “manufactured “to achieve the milestone.
Class E Performance Rights	Class E Performance Rights convert into Shares on a one (1) for one (1) basis as follows: (a) 100% of the Class E Performance Rights will vest if the Company achieves a revenue of $17.5 million or greater for FY 2027 as verified by the Company’s auditor; and (b) 0% of the Class E Performance Rights will vest if the Company achieves a revenue below $12.5 million for FY 2027 as verified by the Company’s auditor, with pro-rata linear vesting between these two hurdles. The following revenue will be excluded in calculation of the revenue: (a) one-off extraordinary items; (b) revenue received in the form of government grants, allowances, rebates or other hand-outs; or (c) revenue that has been “manufactured“ to achieve the milestone	5 years from the date of issue.
Class F Performance Rights	Class F Performance Rights convert into Shares on a one (1) for one (1) basis as follows: (a) 100% of the Class F Performance Rights will vest if the Company achieves a revenue of $20 million or greater for FY 2028 as verified by the Company’s auditor; and (b) 0% of the Class F Performance Rights will vest if the Company achieves a revenue below $15 million for FY 2028 as verified by the Company’s auditor, with pro-rata linear vesting between these two hurdles. The following revenue will be excluded in calculation of the revenue: (a) one-off extraordinary items; (b) revenue received in the form of government grants, allowances, rebates or other hand-outs; or (c) revenue that has been “manufactured “to achieve the milestone	5 years from the date of issue.

(ii) In order to exercise the Performance Rights into Conversion Shares following receipt of a Vesting Notice, the holder must provide written notice ( Exercise Notice ) to the Company of its election to exercise the Class into the Conversion Shares. The

Performance Rights may only be exercised into Conversion Shares once.

(iii) Despite any other provision, the exercise of any Performance Rights is subject to the Company obtaining any required shareholder or regulatory approval for the purpose of issuing the Conversion Shares. If exercise of all or part of the Performance Rights would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) then the exercise of each Performance Right that would cause the contravention will be deferred until such time or times that the exercise would not at a later date result in a contravention of section 606(1) of the Corporations Act. The holder must give prior written notice to the Company if it considers that the exercise of all or part of its Performance Rights may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Performance Rights under these terms will not result in any person being in contravention of section 606(1) of the Corporations Act.
(iv) Each Conversion Share will rank equally with a fully paid ordinary share in the capital of the Company.
(v) The Performance Rights will not be quoted on any securities exchange and the Company will not make an application for quotation in respect of them. However, if the Company is listed on the ASX at the relevant time, the Company must apply for quotation of any Conversion Shares on the ASX in accordance with the Listing Rules, subject always to the requirements of the Listing Rules, including those relating to escrow and the cleansing requirements under the Corporations Act.

(d) Expiry

Performance Rights will automatically be deemed to be terminated and cancelled by the Company for nil cash consideration in the event:

(i) the holder ceases to be employed, or their engagement is discontinued (for whatever reason), with the Company, unless the Board otherwise determines in its discretion; or
(ii) they have not otherwise been validly exercised into Conversion Shares on or before the earlier of the relevant Expiry Date.
(e)

Transferability

The Performance Rights are not transferable.

(f) Compliance with the law

(i) Despite anything else contained in these terms, if the Corporations Act, Listing Rules or Constitution prohibits an act being done, that act must not be done.
(ii) Nothing contained in these terms prevents an act being done that the Corporations Act, Listing Rules or Constitution require to be done.
(iii) If the Corporations Act, Listing Rules or Constitution conflict with these terms, or these terms do not comply with the Corporations Act, Listing Rules or the Constitution, the holder authorises the Company to do anything necessary to rectify such conflict or non-compliance, including but not limited to unilaterally amending these terms.
(iv) The terms of the Performance Rights may be amended as necessary by the directors of the Company in order to comply with the Listing Rules, or any directions of ASX regarding the terms in order to comply with the Listing Rules.
(v) Any reference to the Listing Rules in these terms and conditions is to be complied

with only where the Company is admitted to the official list of ASX at the relevant time.

(g) Control Event

(i) A change of control event ( Control Event ) occurs where:
(A) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and is, or is declared, unconditional and the person making the takeover bid has a relevant interest in 50% or more of the Company’s Shares;
(B) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement relating to the Company or a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or
(C) any person acquires a relevant interest in 50.1% or more of the Shares in the Company by any other means.
(ii) All the Performance Rights on issue shall automatically vest (without the need for any Vesting Notice) and become exercisable by the holder into Conversion Shares upon the occurrence of a Control Event. Following which, the holder can exercise the Performance Rights into a Conversion Share in accordance with paragraph (c)(iii). The automatic conversion shall only occur if the relevant Control Event is triggered by a person who does not control the entity at the time the Performance Rights were issued.

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Streamplay Studio Limited | ABN 31 004 766 376

Your proxy voting instruction must be received by 2:00pm (AWST) on Tuesday, 25 November 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their
broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All
your shares will be voted in accordance with such a direction unless you indicate only a portion of voting
rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the
appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may
vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual:Where the holding is in one name, the Shareholder must sign.
Joint holding:Where the holding is in more than one name, all Shareholders should sign.
Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a
certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you.
Email Address:Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsahor
scan the QR code below using your
smartphone
Login & Click on ‘Meetings’. Use the
Holder Number as shown at the top of
this Proxy Voting Form.
BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
[email protected]
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Streamplay Studio Limited, to be held at 2:00pm (AWST) on Thursday, 27 November 2025 at 283 Rokeby Road, Subiaco, WA hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4, 5a, 5b, 5c, 6 and 7 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4, 5a, 5b, 5c, 6 and 7 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions		For	Against Abstain
1	Adoption of Remuneration Report
2	Re-election of Director – Mr Philip Re
3	Approval of 10% Placement Facility
4	Approval of Employee Securities Incentive Plan
5a	Approval to issue Director Performance Rights to Mr Phil Re (and/or his nominees)
5b	Approval to issue Director Performance Rights to Mr Paolo Privitera (and/or his nominees)
5c	Approval to issue Director Performance Rights to Mr Bert Mondello (and/or his nominees)
6	Approval to issue Executive Director Performance Rights to Bert Mondello
7	Approval to issue Acquisition Bonus Shares to Director
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on			a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3	STEP 3	STEP 3	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details	– Signatures and contact details
		Individual			or Securityholder 1			Securityholder 2				Securityholder 3

	Sole Director and Sole Company Secretary								Director		Director / Company Secretary
Contact Name:

Email		Address:

Contact Daytime Telephone										Date (DD/MM/YY)
											/		/
By providing			your	email address, you elect to		receive all	communications despatched by the Company electronically (where legally permissible).

AI assistant

STREAMPLAY STUDIO LIMITED — AGM Information 2025

65841_rns_2025-10-23_f9a6f483-84a7-49f2-b494-9f7db51ae6a0.pdf

Streamplay Studio Limited (ASX: SP8) 2025 ANNUAL GENERAL MEETING

Streamplay Studio Limited (ACN 004 766 376)

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Thursday, 27 November 2025

2pm WST

To be held

in person at 283 Rokeby Road, Subiaco, WA

NOTICE OF MEETING

AGENDA

Annual Report

1. Resolution 1 – Adoption of Remuneration Report

Voting Prohibition

2. Resolution 2 – Re-election of Director – Mr Philip Re

3. Resolution 3 – Approval of 10% Placement Facility

4. Resolution 4 – Approval of Employee Securities Incentive Plan

Voting Exclusion Statement

Voting Prohibition Statement

5. Resolution 5(a), 5(b) and 5(c) – Approval to issue Director Performance Rights to Executive and Non-Executive Directors

Voting Exclusion Statement

Voting Prohibition Statement

6. Resolution 6 – Approval to issue Executive Director Performance Rights to Bert Mondello

Voting Exclusion Statement

Voting Prohibition Statement

7. Resolution 7 – Approval to issue Acquisition Bonus Shares to Director

Voting Exclusion

Voting Prohibition Statement

Dated 24 October 2025

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken b Shareholders y

2.1 Proxies

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

2.2 Proxy Holders and Voting Instructions

2.3 Submit your Proxy Vote

Online

By Paper

3. Annual Report

4. Resolution 1 – Adoption of Remuneration Report

5. Resolution 2 – Re-election of Director – Philip Re

5.1 General

5.2

Background and qualifications

5.3

Independence

5.4 Board recommendation

6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

( 10% Placement Facility ).

6.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b) Equity Securities

(c) Formula for calculating 10% Placement Facility

(A x D) – E

D

(d) Listing Rule 7.1A and Listing Rule 7.3A

(e) Minimum Issue Price

(f) 10% Placement Period

( 10% Placement Period ).

6.3 Listing Rule 7.1A

6.4 Specific information required by Listing Rule 7.3A

Note

7. Resolution 4 – Adoption of the Employee Scheme Incentive Plan

7.1 General

7.2

Summary of New Rules

(a) Expanded eligibility

(b) Issue cap

(c) Disclosure requirements

(d) Quotation and suspension requirements

(e) On-sale relief

(f)

Criminal offences

7.3 Regulatory requirements and Listing Rules 7.1 and 7.2, exception 13(b)

7.4

Listing Rule 7.2, Exception 13

STREAMPLAY STUDIO LIMITED AGM Information 2025