THORNEY TECHNOLOGIES LTD — Proxy Solicitation & Information Statement 2021

Jul 20, 2021

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ASX Announcement: 21 July 2021

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NOTICE OF EXTRAORDINARY GENERAL MEETING/PROXY FORM

Pursuant to ASX Listing Rule 3.17, please find following a copy of documents which have been sent to all shareholders either via email or mail today:

Attachments

Notice of Extraordinary General Meeting		To be held: Monday, 23 August 2021, at 9:30 am (AEST), at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street Melbourne Vic 3000
Copy of Proxy Form

Please note that TEK is monitoring the ongoing COVID-19 situation, and will advise if it needs to hold the EGM virtually given public health concerns.

Please direct enquiries to: Craig Smith, Company Secretary Email: craig.smith@thorney.com.au Telephone: + 61 3 9921 7116 Website: https://thorney.com.au/thorney-technologies/

THORNEY TECHNOLOGIES LTD ABN 66 096 782 188 Level 39, 55 Collins St. Melbourne VIC 3000 Australia

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NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME: 9:30 am (AEST) DATE: Monday, 23 August 2021 VENUE: The EGM will be held at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne VIC 3000

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY.

PLEASE READ IT CAREFULLY

If you are unable to attend the Extraordinary General Meeting, please complete the Proxy Form and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should contact your financial or legal adviser as soon as possible. Should you wish to discuss a matter in the Notice of Meeting please do not hesitate to contact the Company Secretary, Craig Smith, at craig.smith@thorney.com.au.

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Thorney Technologies Ltd Notice of Annual General Meeting

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting of Thorney Technologies Ltd ABN 66 096 782 188 (“ TEK ” or “ Company ”) will be held at:

VENUE: Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne VIC 3000 TIME: 9:30 am (AEST) DATE: Monday, 23 August 2021

AGENDA

Resolution 1 – Ratification of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1

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

“ That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue of 54,268,000 Shares to certain institutional, sophisticated and professional investors on 13 July 2021 under the Tranche 1 Placement at the issue price of $0.40 per Share, as announced on 5 July 2021, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Please refer to the voting exclusion statement in the Explanatory Notes.

Resolution 2 – Participation of Tiga Trading in the Tranche 2 Placement

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 8,805,000 Shares to Tiga Trading Pty Ltd, a related party of the Company, under the Tranche 2 Placement at the issue price of $0.40 per Share, as announced on 5 July 2021, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Please refer to the voting exclusion statement in the Explanatory Notes.

Resolution 3 – Participation of Fertha View in the Tranche 2 Placement

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 50,000 Shares to Fertha View Pty Ltd as trustee for Fertha View Settlement, a related party of the Company, under the Tranche 2 Placement at the issue price of $0.40 per Share, as announced on 5 July 2021, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Please refer to the voting exclusion statement in the Explanatory Notes.

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Thorney Technologies Ltd Notice of Annual General Meeting

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Resolution 4 – Participation of Jalcon Investments in the Tranche 2 Placement To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 125,000 Shares to Jalcon Investments Pty Ltd as trustee for the JDL Family Trust No. 2, a related party of the Company, under the Tranche 2 Placement at the issue price of $0.40 per Share, as announced on 5 July 2021, and otherwise on the terms and conditions set out in the Explanatory Statement.”

Please refer to the voting exclusion statement in the Explanatory Notes.

By Order of the Board

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Craig Smith ACIS, CPA Company Secretary 21 July 2021

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Thorney Technologies Ltd Notice of Annual General Meeting

EXPLANATORY NOTES

VOTING, PROXIES AND QUESTIONS

1. HOW TO VOTE

Shareholders can vote:	Shareholders can vote:	Shareholders can vote:
		Online by completing the online voting form at:www.investorvote.com.au
		Ahead of the Meeting: By lodging a proxy by any of the following means: By mailComputershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, Australia 3001 By facsimile1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) On the day of the Meeting: By attending the EGM in person at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne VIC 3000 By appointing a proxy or attorney to attend the EGM in person and voting on the Shareholder’s behalf (see note 3 below) In the case of a corporate Shareholder, by appointing a corporate representative to attend the EGM in person and voting (see note 6 below)

Voting on all Resolutions at the EGM will be conducted by a poll.

2. SHAREHOLDERS ELIGIBLE TO VOTE

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that a Shareholder is eligible to vote at the Meeting if they are registered as a holder of Shares as it appears in the Company’s share register at 7:00 pm (AEST) on Saturday, 21 August 2021.

3. APPOINTING PROXIES AND POWERS OF ATTORNEY

If you are entitled to vote at the Meeting, you can appoint a proxy or attorney to attend and to vote on your behalf. A proxy or attorney does not need to be a Shareholder in TEK and may be an individual or a body corporate.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes. Fractions of votes will be disregarded. If you wish to appoint two proxies, please contact the Share Registry on 1300 850 505 (within Australia) or + 61 3 9415 5000 (outside Australia) between 9:00 am and 5:00 pm AEST to request a second Proxy Form. Both forms should be returned together in the same envelope if being sent by mail.

4. VOTING BY PROXIES

Votes may be cast as ‘for’, ‘against’ or you may ‘abstain’ from voting on a Resolution.

To indicate how you want the proxyholder to vote on a Resolution, indicate your voting instruction by selecting ‘for’, ‘against’ or ‘abstain’ or insert the number of Shares or percentage of Shares that you wish to vote in the appropriate box. A valid voting direction must not exceed the total number of Shares held or 100 percent. If you ‘abstain’ from voting your votes will not be counted in calculating the required majority on a poll.

Default to the Chairman of the Meeting

If:

• a Shareholder has appointed a proxy other than the Chairman of the Meeting;

• the appointment of the proxy directs the proxy how to vote on the Resolution; and

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Thorney Technologies Ltd Notice of Extraordinary General Meeting

Explanatory Notes Voting, Proxies and Questions continued

• the Shareholder’s proxy either:

• does not attend the Meeting; or

• attends the Meeting but does not vote on the Resolution,

then the Chairman of the Meeting will, before voting on the Resolution closes, be taken to have been appointed as the proxy for that Shareholder for the purposes of voting on that Resolution.

In these circumstances, the Chairman of the Meeting must vote in accordance with the written direction of that Shareholder.

5. LODGING YOUR PROXY FORM

Your completed Proxy Form must be received by the Share Registry no later than 9:30 am AEST on Saturday, 21 August 2021 . You can lodge your completed Proxy Form with the Share Registry in person, by post, by fax or online:

In person: By post: Computershare Investor Services Pty Limited, Thorney Technologies Ltd 452 Johnston Street c/- Computershare Investor Services Pty Abbotsford Vic 3067 Limited, GPO Box 242, Melbourne, Victoria, Australia 3001 By fax: Online: Computershare Investor Services Pty Limited, www.investorvote.com.au 1800 783 447 (within Australia) or For Intermediary Online subscribers +61 3 9473 2555 (outside Australia) (custodians) go to www.intermediaryonline.com

6. POWERS OF ATTORNEY

If you have appointed an attorney to attend and vote at the EGM, or if your Proxy Form is signed by an attorney, you must provide the power of attorney (or a certified copy of the power of attorney) to the Share Registry by no later than 9:30 am AEST on Saturday, 21 August 2021 , unless this document has previously been lodged with the Share Registry.

You may deliver the power of attorney to the Share Registry by mail to Thorney Technologies Ltd c/- Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, Australia 3001 or (in person to) 452 Johnston Street Abbotsford Vic 3067.

7. CORPORATE REPRESENTATIVES

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment. The appropriate “Certificate of Appointment of Corporate Representative” can be obtained from the Share Registry or online at www.investorcentre.com under the help tab, “Printable Forms” and must be lodged with the Share Registry prior to admission of the Meeting, or handed in at the Meeting when registering. The Company will retain the certificate of appointment of corporate representative.

8. CONDUCT OF THE MEETING

The Chairman intends to exercise his discretion to ensure that the EGM is conducted in an orderly manner and that people feel respected at all times. To assist with this, the Board requests that all Shareholders be courteous and respectful to the EGM attendees, and ask questions which are concise and relevant to the business of the EGM.

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Thorney Technologies Ltd Notice of Annual General Meeting

Explanatory Notes Voting, Proxies and Questions continued

9. HOW TO ASK QUESTIONS

Shareholders can submit questions:	Shareholders can submit questions:
	Ahead of the Meeting: By no later than 9:30 am (AEST) on Monday, 16 August 2021 By any of the following means: Electronically Using the ‘Questions to the Company’ facility within the online voting site at www.investorvote.com.au;or By mail Mailing questions to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, Australia 3001 or (in person to) 452 Johnston Street, Abbotsford Vic 3067 or faxing them to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) On the day of the Meeting: Shareholders will be able to ask questions at the EGM.

10. VOTING RESTRICTIONS

Resolution 1 – Ratification of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 1 by or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares or an Associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 1 by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way;

• the Chairman as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chairman to vote on Resolution 1 as the Chairman decides; or

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

• the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 1; and

• the Shareholder votes on Resolution 1 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Resolution 2 – Participation of Tiga Trading in the Tranche 2 Placement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 2 by or on behalf of Tiga Trading Pty Ltd or any other person who will receive a material benefit as a result of the issue of these Shares under the Tranche 2 Placement (except a benefit solely by reason of being a Shareholder of the Company) or an Associate of that person.

However, this does not apply to a vote cast in favour of Resolution 2 by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with directions given to the proxy or attorney to vote on Resolution 2 in that way;

• the Chairman as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chairman to vote on Resolution 2 as the Chairman decides; or

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

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Explanatory Notes Voting, Proxies and Questions continued

• the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 2; and

• the Shareholder votes on Resolution 2 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Resolution 3 – Participation of Fertha View in the Tranche 2 Placement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Fertha View Pty Ltd as trustee for Fertha View Settlement or any other person who will receive a material benefit as a result of the issue of these Shares under the Tranche 2 Placement (except a benefit solely by reason of being a Shareholder of the Company) or an Associate of that person.

However, this does not apply to a vote cast in favour of Resolution 3 by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with directions given to the proxy or attorney to vote on Resolution 3 in that way;

• the Chairman as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chairman to vote on Resolution 3 as the Chairman decides; or

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

• the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 3; and

• the Shareholder votes on Resolution 3 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Resolution 4 – Participation of Jalcon Investments in the Tranche 2 Placement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Jalcon Investments Pty Ltd as trustee for the JDL Family Trust No. 2 or any other person who will receive a material benefit as a result of the issue of these Shares under the Tranche 2 Placement (except a benefit solely by reason of being a Shareholder of the Company) or an Associate of that person.

However, this does not apply to a vote cast in favour of Resolution 4 by or on behalf of:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with directions given to the proxy or attorney to vote on Resolution 4 in that way;

• the Chairman as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chairman to vote on Resolution 4 as the Chairman decides; or

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

• the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting on Resolution 4; and

• the Shareholder votes on Resolution 4 in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

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Thorney Technologies Ltd Notice of Annual General Meeting

EXPLANATORY STATEMENT ITEMS OF BUSINESS

This Explanatory Statement have been prepared to assist Shareholders to consider the Resolutions set out in the Notice of Meeting.

This Explanatory Statement forms part of, and should be read in conjunction with, the Notice of Meeting. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Statement and in the Notice of Meeting will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Statement.

Subject to the voting exclusions for the Resolutions (set out above), on a poll, every Shareholder has one vote for each Share held.

Voting on all proposed Resolutions at the Meeting will be conducted by poll.

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

A personalised Proxy Form accompanies this Notice of Meeting.

BACKGROUND TO THIS MEETING: A SUMMARY OF THE PLACEMENT

Details of the Placement

On 5 July 2021, the Company announced that it had undertaken a placement to institutional, sophisticated and professional investors to raise approximately $25.3 million (“ Placement ”). The Placement comprises two tranches as follows:

• the first tranche of the Placement involved an issue of 54,268,000 new Shares at an issue price of $0.40 per Share to institutional, sophisticated and professional investors to raise approximately $21.7 million (the “ Tranche 1 Placement ”); and

• the second tranche of the Placement which will involve an issue of 8,980,000 new Shares at an issue price of $0.40 per Share to entities controlled by Directors Alex Waislitz (being Tiga Trading Pty Ltd (“ Tiga Trading ”)), Jeremy Leibler (being Jalcon Investments Pty Ltd as trustee for the JDL Family Trust No. 2 (“ Jalcon Investments ”)) and Martin Casey (being Fertha View Pty Ltd as trustee for Fertha View Settlement (“ Fertha View ”)), to raise approximately $3.6 million subject to approval of Shareholders at this Meeting (the “ Tranche 2 Placement ”).

The issue price of $0.40 per new Share under the Placement represents a 7% discount to the Company’s closing price on the ASX on 30 June 2021 of $0.43, which was the last full day Shares traded on ASX before the announcement of the Placement. It also represents a 3% premium to the 90-day volume weighted average price of the Shares for the period up to 30 June 2021, being the last full day Shares traded on ASX before the announcement of the Placement.

The issue of Shares under the Tranche 1 Placement occurred on 13 July 2021 without Shareholder approval as the Company utilised its existing 15% placement capacity pursuant to ASX Listing Rule 7.1.

If Shareholder approval is obtained as contemplated by this Notice of Meeting, the Shares under the Tranche 2 Placement are intended to be issued on or about Monday, 30 August 2021, with normal settlement trading for those Tranche 2 Placement Shares to commence on or around that date.

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Explanatory Statement Items of Business continued

Summary of reasons for Shareholder approval

Shareholder approval is required for the issue of the Shares under the Tranche 2 Placement because:

• the Shares to be issued exceed the Company’s existing 15% placement capacity; and

• the entities who are participating in the Tranche 2 Placement are ‘related parties’ of the Company, meaning that Shareholder approval is required under ASX Listing Rule 10.11 (as described below).

Each Shareholder approval contemplated by Resolution 1 to 4 (inclusive) of this Notice of Meeting is not conditional on any other Resolution in this Notice of Meeting being approved by Shareholders.

ASIC relief for Tiga Trading

ASIC has granted relief to Tiga Trading, the entity controlled by Mr Alex Waislitz, to continue to be able to rely on the ‘3% creep’ exception under item 9 of section 611 of the Corporations Act, and acquire new Shares under the Tranche 2 Placement under that exception.

This ASIC relief is required for Tiga Trading (and its associates) to acquire Shares in excess of the ‘20% takeovers threshold’ under the Tranche 2 Placement (and otherwise) given that the Tranche 1 Placement resulted in Tiga Trading’s (and its associates’) voting power in the Company being diluted below 19%.

RESOLUTION 1 – RATIFICATION OF TRANCHE 1 PLACEMENT SHARES ISSUED UNDER ASX LISTING RULE 7.1

General

Details of the Placement, and in particular the Tranche 1 Placement, are described above.

The Tranche 1 Placement closed on 5 July 2021, and on 13 July 2021 the Company issued 54,268,000 Shares at an issue price of $0.40 per Share to raise approximately $21.7 million (the “ Tranche 1 Placement Shares ”). The Tranche 1 Placement Shares were issued pursuant to the Company’s 15% placement capacity under ASX Listing Rule 7.1.

ASX Listing Rule 7.1

Resolution 1 seeks Shareholder approval and ratification pursuant to ASX Listing Rule 7.4 for the issue of the Tranche 1 Placement Shares issued under ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a listed entity must not, subject to specified exceptions, issue or agree to issue securities that represent more than 15% of its securities in a 12-month period without Shareholder approval.

The Tranche 1 Placement Shares do not fit within any of the stated exceptions to ASX Listing Rule 7.1. Given this issue of Shares has not yet been approved by the Company’s Shareholders, the issue effectively uses up the entirety of the 15% limit, reducing the Company’s ability to issue further Shares without Shareholder approval for the 12-month period following the issue date of the Tranche 1 Placement Shares.

However, ASX Listing Rule 7.4 provides that where a company in a general meeting ratifies a previous issue of securities made pursuant to ASX Listing Rule 7.1, and provided that the previous issue did not breach the 15% limit in ASX Listing Rule 7.1, that issue will be deemed to have been made with Shareholder approval for the purposes of ASX Listing Rule 7.1.

By Shareholders ratifying the issue of the Tranche 1 Placement Shares, the Company will retain flexibility to issue additional Shares into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1.

If Resolution 1 is passed, the prior issue of the Tranche 1 Placement Shares will be excluded from calculating the Company’s 15% annual placement capacity set out in ASX Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder

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Explanatory Statement Items of Business continued

approval over the 12-month period following the date of issue of Shares under the Tranche 1 Placement.

If Resolution 1 is not passed, the prior issue of the Tranche 1 Placement Shares will not be excluded from calculating the Company’s 15% annual placement capacity set out in ASX Listing Rule 7.1, effectively decreasing the number of securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of Shares under the Tranche 1 Placement.

Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• the Tranche 1 Placement Shares were issued to institutional, sophisticated and professional investors introduced by Bell Potter Securities Limited (including entities associated with substantial holders Janet Heather Cameron and John Rubino), none of whom were a related party of the Company and none of whom is a party to whom ASX Listing Rule 10.11 would apply;

• a total of 54,268,000 Shares were issued on 13 July 2021 pursuant to ASX Listing Rule 7.1;

• the Tranche 1 Placement Shares are fully-paid ordinary shares issued on the same terms and conditions as the Company’s existing Shares;

• the Tranche 1 Placement Shares were issued at a price of $0.40 per Share;

• the funds raised from the Tranche 1 Placement Shares will be used primarily to invest in technology-related companies in both Australia and overseas across the investment lifecycle, with a continuing focus on pre-IPO opportunities, as well used to increase the Company’s working capital and to pay the costs associated with conducting the Placement; and

• a voting exclusion statement is included in the Notice.

The Board recommends that Shareholders vote in favour of Resolution 1.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

RESOLUTION 2 – PARTICIPATION OF TIGA TRADING IN THE TRANCHE 2 PLACEMENT

General

Details of the Placement, and in particular the Tranche 2 Placement, are described above.

Resolution 2 seeks Shareholder approval for the proposed issue of 8,805,000 Tranche 2 Placement Shares to Tiga Trading, an entity controlled by Mr Alex Waislitz, a Director of the Company, on the terms and conditions set out below.

Whilst Tiga Trading (and its associates) have no current intention to acquire further Shares in the Company following completion of the Tranche 2 Placement, they reserve the right to do so and may seek to acquire Shares on-market as permitted under the ASIC relief (as described above) and the ‘creep exception’ in accordance with item 9, section 611 of the Corporations Act.

The Tranche 2 Placement involves the potential issue of additional Tranche 2 Placement Shares as proposed by Resolutions 3 and 4.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party. As the issue of the Tranche 2 Placement Shares involves several related parties of the Company, Shareholder approval under ASX Listing Rule 10.11 is required unless an exception applies.

Tiga Trading is controlled by Mr Alex Waislitz, a Director of the Company, meaning that it is a ‘related party’ of the Company. Accordingly, as none of the exceptions in ASX Listing Rule 10.12

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apply, approval of Shareholders is required under ASX Listing Rule 10.11.1 to permit the issue of Tranche 2 Placement Shares to Tiga Trading.

If Resolution 2 is passed, the Company will be able to proceed with the issue of 8,805,000 Shares under the Tranche 2 Placement to Tiga Trading. Moreover, the issuance of Tranche 2 Placement Shares to Tiga Trading will not affect the capacity of the Company to issue securities in the next 12 months under ASX Listing Rule 7.1 as those securities, once issued, will be excluded from calculating the 15% limit under ASX Listing Rule 7.1. This is because, the Company will be entitled to rely on Exception 14 of ASX Listing Rule 7.2 which states that approval pursuant to ASX Listing Rule 7.1 is not required if Shareholder approval is obtained under ASX Listing Rule 10.11.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of 8,805,000 Tranche 2 Placement Shares to Tiga Trading. This will mean that the funds to be raised from the Tranche 2 Placement will be reduced by approximately $3.5 million, unless the Company is able to place those same Shares with alternative investors.

Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 2:

• 8,805,000 Tranche 2 Placement Shares are proposed to be issued to Tiga Trading;

• • Tiga Trading is a related party of the Company for the purposes of ASX Listing Rule 10.11.1 as it is an entity controlled by Mr Alex Waislitz, a Director of the Company;

• the Tranche 2 Placement Shares will be fully-paid ordinary shares, issued on the same terms and conditions as the Company’s existing Shares;

• the Shares are intended to be issued to Tiga Trading on or about Monday, 30 August 2021, but in any event not more than 1 month after the date of this Meeting;

• the issue price of the Tranche 2 Placement Shares will be $0.40 per Share;

• the Tranche 2 Placement Shares are being issued to Tiga Trading as consideration for that entity contributing the applicable subscription amount and participating in the Tranche 2 Placement;

• the funds raised from the Tranche 2 Placement Shares will be used primarily to invest in technology-related companies in both Australia and overseas across the investment lifecycle, with a continuing focus on pre-IPO opportunities, as well used to increase the Company’s working capital and to pay the costs associated with conducting the Placement; and

• a voting exclusion statement is included in the Notice.

The Board (excluding Mr Alex Waislitz who declines to give a recommendation due to his material personal interest in the matter) recommends that Shareholders vote in favour of Resolution 2.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.

RESOLUTION 3 – PARTICIPATION OF FERTHA VIEW IN THE TRANCHE 2 PLACEMENT

General

Details of the Placement, and in particular the Tranche 2 Placement, are described above.

Resolution 3 seeks Shareholder approval for the proposed issue of 50,000 Tranche 2 Placement Shares to Fertha View, an entity controlled by Mr Martin Casey, on the terms and conditions set out below.

ASX Listing Rule 10.11

A summary of ASX Listing Rule 10.11 is described above.

Fertha View is controlled by Mr Martin Casey, a Director of the Company, meaning that it is a ‘related party’ of the Company. Accordingly, as none of the exceptions in ASX Listing Rule 10.12

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apply, approval of Shareholders is required under ASX Listing Rule 10.11.1 to permit the issue of Tranche 2 Placement Shares to Fertha View.

If Resolution 3 is passed, the Company will be able to proceed with the issue of 50,000 Shares under the Tranche 2 Placement to Fertha View. Moreover, the issuance of Tranche 2 Placement Shares to Fertha View will not affect the capacity of the Company to issue securities in the next 12 months under ASX Listing Rule 7.1 as those securities, once issued, will be excluded from calculating the 15% limit under ASX Listing Rule 7.1. This is because, the Company will be entitled to rely on Exception 14 of ASX Listing Rule 7.2 which states that approval pursuant to ASX Listing Rule 7.1 is not required if Shareholder approval is obtained under ASX Listing Rule 10.11.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of 50,000 Tranche 2 Placement Shares to Fertha View. This will mean that the funds to be raised from the Tranche 2 Placement will be reduced by approximately $20,000, unless the Company is able to place those same Shares with alternative investors.

Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 3:

• 50,000 Tranche 2 Placement Shares are proposed to be issued to Fertha View;

• Fertha View is a related party of the Company for the purposes of ASX Listing Rule 10.11.1 as it is an entity controlled by Mr Martin Casey, a Director of the Company;

• the Tranche 2 Placement Shares will be fully-paid ordinary shares, issued on the same terms and conditions as the Company’s existing Shares;

• the Shares are intended to be issued to Fertha View on or about Monday, 30 August 2021, but in any event not more than 1 month after the date of this Meeting;

• the issue price of the Tranche 2 Placement Shares will be $0.40 per Share;

• the Tranche 2 Placement Shares are being issued to Fertha View as consideration for that entity contributing the applicable subscription amount and participating in the Tranche 2 Placement;

• the funds raised from the Tranche 2 Placement Shares will be used primarily to invest in technology-related companies in both Australia and overseas across the investment lifecycle, with a continuing focus on pre-IPO opportunities, as well used to increase the Company’s working capital and to pay the costs associated with conducting the Placement; and

• a voting exclusion statement is included in the Notice.

The Board (excluding Mr Martin Casey who declines to give a recommendation due to his material personal interest in the matter) recommends that Shareholders vote in favour of Resolution 3.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 3.

RESOLUTION 4 – PARTICIPATION OF JALCON INVESTMENTS IN THE TRANCHE 2 PLACEMENT

General

Details of the Placement, and in particular the Tranche 2 Placement, are described above.

Resolution 4 seeks Shareholder approval for the proposed issue of 125,000 Tranche 2 Placement Shares to Jalcon Investments, an entity controlled by Mr Jeremy Leibler, on the terms and conditions set out below.

Page | 12

Thorney Technologies Ltd Notice of Annual General Meeting

Explanatory Statement Items of Business continued

ASX Listing Rule 10.11

A summary of ASX Listing Rule 10.11 is described above.

Jalcon Investments is controlled by Mr Jeremy Leibler, a Director of the Company, meaning that it is a ‘related party’ of the Company. Accordingly, as none of the exceptions in ASX Listing Rule 10.12 apply, approval of Shareholders is required under ASX Listing Rule 10.11.1 to permit the issue of Tranche 2 Placement Shares to Jalcon Investments.

If Resolution 4 is passed, the Company will be able to proceed with the issue of 125,000 Tranche 2 Placement Shares to Jalcon Investments. Moreover, the issuance of Tranche 2 Placement Shares to Jalcon Investments will not affect the capacity of the Company to issue securities in the next 12 months under ASX Listing Rule 7.1 as those securities, once issued, will be excluded from calculating the 15% limit under ASX Listing Rule 7.1. This is because, the Company will be entitled to rely on Exception 14 of ASX Listing Rule 7.2 which states that approval pursuant to ASX Listing Rule 7.1 is not required if Shareholder approval is obtained under ASX Listing Rule 10.11.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of 125,000 Tranche 2 Placement Shares to Jalcon Investments. This will mean that the funds to be raised from the Tranche 2 Placement will be reduced by approximately $50,000, unless the Company is able to place those same Shares with alternative investors.

Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• 125,000 Tranche 2 Placement Shares are proposed to be issued to Jalcon Investments;

• Jalcon Investments is a related party of the Company for the purposes of ASX Listing Rule 10.11.1 as it is an entity controlled by Mr Jeremy Leibler, a Director of the Company;

• the Tranche 2 Placement Shares will be fully-paid ordinary shares, issued on the same terms and conditions as the Company’s existing Shares;

• the Shares are intended to be issued to Jalcon Investments on or about Monday, 30 August 2021, but in any event not more than 1 month after the date of this Meeting;

• the issue price of the Tranche 2 Placement Shares will be $0.40 per Share;

• the Tranche 2 Placement Shares are being issued to Jalcon Investments as consideration for that entity contributing the applicable subscription amount and participating in the Tranche 2 Placement;

• the funds raised from the Tranche 2 Placement Shares will be used primarily to invest in technology-related companies in both Australia and overseas across the investment lifecycle, with a continuing focus on pre-IPO opportunities, as well used to increase the Company’s working capital and to pay the costs associated with conducting the Placement; and

• a voting exclusion statement is included in the Notice.

The Board (excluding Mr Jeremy Leibler who declines to give a recommendation due to his material personal interest in the matter) recommends that Shareholders vote in favour of Resolution 4.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 4.

Page | 13

Thorney Technologies Ltd Notice of Annual General Meeting

EXPLANATORY STATEMENT

GLOSSARY

In this Explanatory Statement and the Notice of Meeting, the following terms have the following meanings unless the context otherwise requires:

" $ " means Australian dollars;

" Associate " has the meaning given to that term in the ASX Listing Rules;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" ASX Listing Rules " means the official listing rules of ASX;

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

" Chairman " means the chairman of the Meeting;

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

" Directors " means the directors of the Company;

" Explanatory Statement " means the explanatory statement accompanying this Notice of Meeting;

" Fertha View " means Fertha View Pty Ltd as trustee for Fertha View Settlement;

" Jalcon Investments " means Jalcon Investments Pty Ltd as trustee for the JDL Family Trust No. 2;

" Meeting " or " EGM " means the extraordinary general meeting of Shareholders the subject of this Notice of Meeting;

" Notice " or " Notice of Meeting " means this notice of extraordinary general meeting, including the Explanatory Statement and the Proxy Form;

" Placement " means the placement of new Shares under both the Tranche 1 Placement and the Tranche 2 Placement to institutional, sophisticated and professional investors to raise approximately $25.3 million;

" Proxy Form " means the proxy form attached to this Notice of Meeting;

" Resolutions " means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires;

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

" Share Registry " means the share registry of the Company, being Computershare Investor Services Pty Limited;

" Shareholder " means a holder of a Share;

" Company " or “ TEK ” means Thorney Technologies Ltd ACN 096 782 188;

“ Tiga Trading ” means Tiga Trading Pty Ltd;

" Tranche 1 Placement " means the Company’s issuance of 54,268,000 new Shares under the first tranche of the Placement to raise approximately $21.7 million;

" Tranche 1 Placement Shares " means the Shares issued under the Tranche 1 Placement;

" Tranche 2 Placement " means the proposed issue of 8,980,000 new Shares under the second tranche of the Placement to raise approximately $3.6 million; and

" Tranche 2 Placement Shares " means the Shares issued under the Tranche 2 Placement.

Page | 14

Thorney Technologies Ltd Notice of Annual General Meeting

Thorney Technologies Ltd ABN 66 096 782 188

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9:30 am (AEST) on Saturday, 21 August 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 185384

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

278234_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Thorney Technologies Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Thorney Technologies Ltd to be held at the offices of Arnold Bloch Leibler, Level 21, 333 Collins Street, Melbourne VIC 3000 on Monday, 23 August 2021 at 9:30 am (AEST) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Ratification of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1 Resolution 2 Participation of Tiga Trading in the Tranche 2 Placement Resolution 3 Participation of Fertha View in the Tranche 2 Placement Resolution 4 Participation of Jalcon Investments in the Tranche 2 Placement

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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TEK