VECTION TECHNOLOGIES LTD — AGM Information 2019

Oct 24, 2019

SERVTECH GLOBAL HOLDINGS LIMITED (TO BE RENAMED VECTION TECHNOLOGIES LIMITED) ACN 614 814 041 NOTICE OF ANNUAL GENERAL MEETING

TIME : 9:00 am (WST) DATE : 25 November 2019 PLACE : Suite 1, 437 Roberts Road, Subiaco WA 6008

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6380 2555.

CONTENTS

CONTENTS	CONTENTS
Business of the Meeting (setting out the proposed
Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions) 5
Glossary	16
Schedule A	17
Schedule B	18
Proxy Form	Enclosed

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 9:00am (WST) on 25 November 2019 at:

Suite 1, 437 Roberts Road, Subiaco WA 6008

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 23 November 2019.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes 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 :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• 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

• 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 (ie as directed); and

• 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 (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

• 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

• the appointed proxy is not the chair of the meeting; and

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

• either of the following applies:

• ➢ the proxy is not recorded as attending the meeting; or

• ➢ the proxy does not vote on the resolution,

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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B U S I N E S S O F T H E M EE T I N G

A G E N D A

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

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

“That for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2019.”

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

Voting Prohibition: 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 this Resolution if: the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: the proxy is the Chair; and 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.

2. RESOLUTION 2: ELECTION OF A DIRECTOR – MR BERT MONDELLO

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

“That Mr Bert Mondello who retires in accordance with clause 10.3 of the Constitution and for all other purposes, being eligible, offers himself for election, be elected as a Director.”

3. RESOLUTION 3: APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions 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 a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associates of such person. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. RESOLUTION 4: CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution :

”That, for the purposes of section 157 of the Corporations Act and for all other purposes, Shareholders approve the change of the Company’s name from ServTech Global Holdings Limited to Vection Technologies Limited with effect from the date on which the Australian Securities and Investment Commission alters the details of the Company’s registration to reflect the change in name, for the purpose set out in the Explanatory Statement.”

5. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF COLLATERAL SHARES TO ACUITY CAPITAL

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue of 32,000,000 Shares to Acuity Capital Investment Management Pty Ltd ATF Acuity Capital Holdings Trust on the terms and conditions and in the manner set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast votes cast in favour of this Resolution by or on behalf of: Acuity Capital Management Pty Ltd or its nominee; or any associates of that entity. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. RESOLUTION 6: AMENDMENT TO CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That for the purposes of section 136(2) of the Corporations Act, the Constitution of the Company be modified by making the amendment contained in the Explanatory Statement, with effect from 1 December 2019."

7. RESOLUTION 7 – ADOPTION OF PERFORMANCE RIGHTS PLAN

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval be given for the Company to adopt an equity incentive plan, being the “Vection Performance Rights Plan”, and for the issue of securities under that employee incentive scheme, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, or any associates of those Directors. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. RESOLUTION 8: GRANT OF PERFORMANCE RIGHTS TO RELATED PARTY – MR GIANMARCO BIAGI

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 4,500,000 Performance Rights to Mr Gianmarco Biagi (or his nominee) under the Plan, 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:(a) Mr Gianmarco Biagi (and/or his nominees), a person, (or persons) who is expected receive the Performance Rights in relation to the Company (each, an Excluded Person) (b) any director of the entity – who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; or (c) an associate of that person (or those persons) who is expected receive the Performance Rights in relation to the Company. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as

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proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Prohibition: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either: (a) a member of the Key Management Personnel; or (b) a Closely Related Party of such a member; and (c) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 9: GRANT OF PERFORMANCE RIGHTS TO RELATED PARTY – MR LORENZO BIAGI

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 4,500,000 Performance Rights to Mr Lorenzo Biagi (or his nominee) under the Plan, 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:(a) Mr Lorenzo Biagi (and/or his nominees), a person, (or persons) who is expected receive the Performance Rights in relation to the Company (each, an Excluded Person); (b) any director of the entity – who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; or (c) an associate of that person (or those persons) who is expected receive the Performance Rights in relation to the Company. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Prohibition: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either: (a) a member of the Key Management Personnel; or (b) a Closely Related Party of such a member; and (c) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

10. RESOLUTION 10: GRANT OF PERFORMANCE RIGHTS TO RELATED PARTY – MR BERT MONDELLO

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 4,500,000 Performance Rights to Mr Bert Mondello (or his nominee) under the Plan, 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:(a) Mr Bert Mondello (and/or his nominees), a person, (or persons) who is expected receive the Performance Rights in relation to the Company (each, an Excluded Person); (b) any director of the entity – who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; or (c) an associate of that person (or those persons) who is expected receive the Performance Rights in relation to the Company. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

11. RESOLUTION 11: GRANT OF PERFORMANCE RIGHTS TO RELATED PARTY – MR GIANMARCO ORGNONI

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant up to 4,500,000 Performance Rights to Mr Gianmarco Orgnoni (or his nominee) under the Plan, 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:(a) Mr Gianmarco Orgnoni (and/or his nominees), a person, (or persons) who is expected receive the Performance Rights in relation to the Company (each, an Excluded Person); (b) any director of the entity – who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; or (c) an associate of that person (or those persons) who is expected receive the Performance Rights in relation to the Company. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Prohibition: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either: (a) a member of the Key Management Personnel; or (b) a Closely Related Party of such a member; and (c) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 12: GRANT OF PERFORMANCE RIGHTS TO ADVISOR

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to grant up to 4,500,000 Performance Rights for no consideration, to unrelated advisors (or their nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast votes cast in favour of this Resolution by or on behalf of: Exchange Capital Advisory Pty Ltd or its nominee; otherwise, a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity; or any associates of that entity. However, the entity need not disregard a vote if: it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated: 25 October 2019

By order of the Board

Derek Hall Company Secretary

Voting Prohibition: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if the proxy is either: (a) a member of the Key Management Personnel; or (b) a Closely Related Party of such a member; and (c) the appointment does not specify the way the proxy is to vote on this Resolution. However, the

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E X P L A N A T O RY S T A TE M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Regency Partners, Suite 1, 437 Roberts Road, Subiaco, Western Australia at 9:00 am (WST) on 25 November 2019.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial period ended 30 June 2019 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company is not required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its websites at www.servtechglobal.com.au and www.vection.com.au.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

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, the Spill Resolution is not relevant for this Annual General Meeting.

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2.4 Proxy restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. RESOLUTION 2: ELECTION OF A DIRECTOR – MR BERT MONDELLO

Pursuant to clause 10.3 of the Constitution, Directors are required to retire on a rotational basis. Being eligible, they can offer themselves for re-election to the Board by Shareholders. Mr Bert Mondello retires from office in accordance with the Constitution and, being eligible, he now offers himself for re-election to the Board.

Mr Mondello has more than 20 years' experience across both the private and public sectors. An as Executive, Mr Mondello has substantial capital markets experience and knowledge of equity markets having participated in company restructures, IPOs, RTOs, investor placements and seed raisings. With experience spanning multiple industries, with a specialisation in technology. Across his career, Mr Mondello has been pivotal in challenging the status quo with innovation in new technologies across a myriad of products and offerings. Mr Mondello holds a Bachelor of Laws from The University of Notre Dame, Australia.

Mr Mondello has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the Board considers that Mr Mondello will be an independent Director.

4. RESOLUTION 3: APPROVAL OF 10% PLACEMENT CAPACITY

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity. If Shareholders approve this Resolution, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

This Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this Resolution for it to be passed.

4.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those

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under the Eligible Entity’s 15% annual placement capacity. An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity. Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 1 class of quoted Equity Securities on issue:

657,171,676 Shares (ASX Code: SVT)

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of Shareholders under Listing Rules 7.1 and 7.4. This does not include an issue of ordinary shares under the entity’s 15% placement capacity without shareholder approval; and

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

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

4.3 Technical information required by ASX Listing Rule 7.1A

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

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX 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 5 ASX trading days of the date in section 4.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid), ( 10% Placement Capacity Period ).

• (c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue. If this Resolution is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. Table A shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2 and on the assumptions set out below the table.

Table A also shows the voting dilution impact where the current number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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

Table A: Dilution Table with Current Shares on Issue

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A.2)		DILUTION	DILUTION
	Issue Price (per Share)	$0.007 50% decrease in Issue Price	$0.014 Issue Price	$0.028 100% increase in Issue Price
657,171,676 (Current Variable A)	Shares issued - 10% voting dilution	65,717,168 shares	65,717,168 shares	65,717,168 shares
	Funds raised	$460,020	$920,040	$1,840,080
985,757,514 (50% increase in Variable A)	Shares issued - 10% voting dilution	98,575,751 shares	98,575,751 shares	98,575,751 shares
	Funds raised	$690,030	$1,380,060	$2,760,120
1,314,343,352 (100% increase in Variable A)	Shares issued - 10% voting dilution	131,434,335 shares	131,434,335 shares	131,434,335 shares
	Funds raised	$920,040	$1,840,080	$3,680,160

The table above uses the following assumptions:

1. There are 657,171,676 Shares on issue as at the date of this Notice.

2. The issue price set out above is the closing price of Shares on ASX on 9 October 2019, being $0.014.

3. ServTech issues the maximum possible number of Equity Securities under the 10% Placement Capacity. 4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1 or 7.4.

4. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares and it is assumed that no Options or Rights are exercised into Shares before the date of issue of the Shares.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to by reason of placements under the 10% Placement Capacity. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

7. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

Shareholders should note that there is a risk that:

• (i) the market price for Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

• (d) Purpose of Issue under 10% Placement Capacity Equity Securities may be issued under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for development of the Company’s technology and for general working capital; or

• (ii) as non-cash consideration for the provison of services to the Company or the acquisition of new projects, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

  • The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (e) Allocation policy under the 10% Placement Capacity

• The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s). The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

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

• (f) Previous approval under ASX Listing Rule 7.1A

The Company obtained approval under ASX Listing Rule 7.1A at its 2018 annual general meeting. No Shares have been issued under Listing Rule 7.1A in the preceding 12 month period.

During the 12-month period preceding the date of the Meeting, being on and from 25 November 2018, the Company otherwise issued a total of 443,797,732 Shares which represents approximately 208% of the total diluted number of Equity Securities on issue in the Company on 25 November 2018, which was 213,373,944 Equity Securities.

• (g) Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule A.

4.4 Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

• (a) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (b) the information required by Listing Rule 3.10.5A for release to the market.

4.5 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

5. RESOLUTION 4: CHANGE OF COMPANY NAME

The Directors have determined to change the name of the Company to “Vection Technologies Limited”. Resolution 4 seeks Shareholder approval for the change of name in accordance with section 157 of the Corporations Act.

Resolution 4 is a special resolution.

The change of name of the Company will take effect from when ASIC alters the details of the Company’s registration.

It is proposed the Company’s ASX listing code will also be changed from “SVT” to “ VR1 ”.

6. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF COLLATERAL SHARES TO ACUITY CAPITAL

6.1 General

During the year, the Company entered into a Controlled Placement Agreement (CPA) with Acuity Capital Investment Management Pty Ltd ATF Acuity Capital Holdings Trust (Acuity Capital). The CPA provides the Company with up to $2 million of standby equity capital over a 24 month period. The Company retains full control of all aspects the placement process: having sole discretion as to whether or not to utilise the CPA, the quantum of issued shares, the minimum issue price of shares and the timing of each placement tranche (if any). There are no requirements on the Company to utilise the CPA and it may terminate the CPA at any time, without cost or penalty. Acuity Capital and the CPA do not place any restrictions at any time on the Company raising capital through other methods. If the Company does decide to utilise the CPA, it is able to set a floor price (at its sole discretion) and the final issue price will be calculated as the greater of that floor price set by the Company and a 10% discount to a Volume Weighted Average Price (VWAP) over a period of the Company’s choosing (again at the sole discretion of the Company).

As collateral for the CPA, the Company has agreed to place 32,000,000 Shares from its Listing Rule 7.1 capacity, at nil consideration to Acuity Capital (Collateral Shares) but may, at any time, cancel the CPA and buy back the Collateral Shares for no consideration (subject to Shareholder approval).

The Company issued the 32,000,000 Shares without prior Shareholder approval under the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

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Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 and for all other purposes of the issue of those Shares.

6.2 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that (subject to certain exceptions (none of which is relevant here)) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that an issue of securities made without approval under ASX Listing Rule 7.1 will be treated as having been made with shareholder approval for the purposes of those ASX Listing Rules if shareholders subsequently ratify it and the issue did not breach ASX Listing Rule 7.1. Accordingly, the Company is seeking shareholder ratification for the issue of 32,000,000 Shares issued under the Company’s 15% share issue capacity under ASX Listing Rule 7.1.

The effect of such ratification is to restore the Company’s discretionary power to issue further equity securities up to 15% of the number of ordinary shares on issue under ASX Listing Rule 7.1 if required, at the beginning of the relevant 12 month period without obtaining Shareholder approval.

6.3 ASX Listing Rule Disclosure Requirements

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

• (a) The number of securities issued: 32,000,000 Fully Paid Ordinary Shares

• (b) The price at which the securities were issued: The Shares were issued for no consideration as they were issued to Acuity Capital as Collateral Shares.

• (c) The terms of the securities: The Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

• (d) The names of the persons to whom the entity issued the securities or the basis on which those persons were determined: Acuity Capital Investment Management Pty Ltd ATF Acuity Capital Holdings Trust, which is not a related party of the Company.

• (e) The use (or intended use) of the funds raised: No funds were raised from the issue of the Shares as they were issued for no consideration.

7. RESOLUTION 6: AMENDMENT TO CONSTITUTION

7.1 General

The Company is currently governed by its existing Constitution which it has had in place since November 2016.

Under section 136(2) of the Corporations Act, a company can modify its constitution or a provision of its constitution by special resolution. Accordingly, the Company seeks Shareholder approval to amend its Constitution by a special resolution of shareholders as set out below.

A copy of the amended constitution will be sent to Shareholders on request and will also be available for inspection at the office of the Company during normal business hours prior to the Meeting.

7.2 Background

Changes to the Listing Rules will commence on 1 December 2019 which will require a listed entity’s constitution to contain certain provisions regarding Restricted Securities if the entity has any Restricted Securities on issue. Although the Company does not presently have any Restricted Securities on issue and does not have any present intentions to undertake a transaction which would result in the issue of Restricted Securities, the Board considers it prudent to take this opportunity to update the Constitution to ensure it complies with these new requirements.

With effect from 1 December 2019, ASX intends to apply a two-tier escrow regime where ASX can require certain more significant holders of Restricted Securities and their controllers to execute a formal escrow agreement in the form of Appendix 9A of the Listing Rules, as is currently the case. However, for less significant holdings, ASX will instead permit entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holders of restricted securities and to simply give a notice to the holders of Restricted Securities in the form to be set out in an appendix to the Listing Rules, advising them of those restrictions.

To facilitate the operation of the new two-tier escrow regime, certain changes are required to the customary provisions of constitutions of ASX-listed entities regarding Restricted Securities.

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7.3 Proposed Amendment

Constitution currently provides as follows:

Clause 8.2 (b) Excepted as permitted by the Listing Rules or ASX, a Member must not dispose of restricted securities during the escrow period for those securities.

Clause 8.5 (d) Except as permitted by the Listing Rules or ASX, the Company must refuse to acknowledge a disposal (including registering a transfer) of restricted securities during the escrow period for those securities.

Clause 9.12 (h) A Member who holds restricted securities is not entitled to any voting rights in respect of those restricted securities during:

(i) a breach of the Listing Rules relating to those restricted securities; or

(ii) a breach of a restriction agreement.

By Resolution 6, the Company seeks Shareholder approval to delete the above clauses of the Constitution and replace them with a new clause, Clause 17:

Clause 17 Restricted Securities

While the Company is on the official list of ASX, the Company must recognise and comply with the Listing Rules with respect to Restricted Securities.

Without limiting the obligation to comply with the Listing Rules:

(a) a holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX;

(b) if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored sub-register and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

(c) the Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer), of Restricted Securities during the escrow period except as permitted by the Listing Rules or the ASX;

(d) a holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the escrow period applicable to those Restricted Securities except as permitted by the Listing Rules or ASX; and

(e) if a holder of Restricted Securities breaches a Restriction Deed or a provision of this Constitution restricting a Disposal of those Restricted Securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those Restricted Securities for so long as the breach continues.

For the purposes of this clause 17, Dispose has the meaning given to it in the Listing Rules and Disposal has the corresponding meaning.’

8. RESOLUTION 7 – ADOPTION OF PERFORMANCE RIGHTS PLAN

Resolution 7 seeks Shareholder approval to adopt a directors and management performance rights plan (Performance Rights Plan).

The Company wishes to exempt issues of securities under the Performance Rights Plan from contributing towards the rolling annual limit of 15% of issued Shares prescribed by Listing Rule 7.1. This limit otherwise applies to all new issues of equity securities made without Shareholder approval. Shareholder approval of the Performance Rights Plan is therefore sought under Listing Rule 7.2 (Exception 9(b)), whereby the Shareholders may approve in advance the issue of securities made under the Performance Rights Plan as an exception to the limit under Listing Rule 7.1.

Resolution 7 is an ordinary resolution.

This is the first approval sought under Listing Rule 7.2 (Exception 9(b)) with respect to the Performance Rights Plan. No Performance Rights have previously been issued under the Performance Rights Plan and it has not previously been approved by Shareholders.

The objective of the Performance Rights Plan is to attract, motivate and retain key personnel. The Board considers that the adoption of the Performance Rights Plan and the future issue of Performance Rights under it, will provide selected personnel with the opportunity to participate in the future growth of the Company and gives the directors flexibility in utilising the Plan for this purpose.

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The Performance Rights Plan will further align the objectives of the Company and its personnel providing long term incentives linked to the performance of the Company.

A summary of the terms and conditions of the Plan is set out in Schedule B. In addition, copies of the Plan are available for review by Shareholders at the registered office of the Company until the date of the Meeting. Shareholders are invited to contact the Company if they have any queries or concerns.

Pursuant to the ASX Listing Rules, Shareholders must re-approve the Plan and all unallocated Performance Rights issuable pursuant to it every three years.

Any future issues of Performance Rights under the Plan to a related party, or a person whose relationship with the Company or a related party is, in ASX’s opinion, such that approval should be obtained, will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

9. RESOLUTION 8, 9, 10 AND 11: GRANT OF PERFORMANCE RIGHTS TO DIRECTORS: MR GIANMARCO BIAGI, MR LORENZO BIAGI, MR BERT MONDELLO AND MR GIANMARCO ORGNONI

9.1 Background

In accordance with the Performance Rights Plan, the Company has agreed, subject to obtaining Shareholder approval, to issue:

• (a) 1,500,000 tranche 1 Performance Rights to each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni (Tranche 1 Performance Rights); and

• (b) 1,500,000 tranche 2 Performance Rights to each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni (Tranche 2 Performance Rights); and

• (c) 1,500,000 tranche 3 Performance Rights to each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni (Tranche 3 Performance Rights),

on the terms and conditions set out below.

Under the terms of the Tranche 1 Performance Rights:

• (i) 1,500,000 Tranche 1 Performance Rights will be granted to each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni upon receipt of Shareholder approval; and

• (ii) all of the Tranche 1 Performance Rights will vest on the date that the Company’s 14 day volume weighted average share price is equal to or exceeds $0.035 per share on trading on ASX.

Under the terms of the Tranche 2 Performance Rights:

• (i) 1,500,000 Tranche 2 Performance Rights will be granted to each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni upon receipt of Shareholder approval; and

• (ii) all of the Tranche 1 Performance Rights will vest on the date that the Company’s 14 day volume weighted average share price is equal to or exceeds $0.045 per share on trading on ASX.

Under the terms of the Tranche 3 Performance Rights:

• (i) 1,500,000 Tranche 3 Performance Rights will be granted to each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni upon receipt of Shareholder approval; and

• (ii) all of the Tranche 1 Performance Rights will vest on the date that the Company’s 14 day volume weighted average share price is equal to or exceeds $0.065 per share on trading on ASX.

9.2 Chapter 2E and ASX Listing Rule 10.14

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.

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The issue of Performance Rights pursuant to the Plan constitutes giving a financial benefit and Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.14 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Directors that the exceptions set out in sections 210 to 216 of the Corporations Act apply in the current circumstances. Notwithstanding, the proposed issue of Performance Rights to the Related Parties requires the Company to obtain Shareholder approval pursuant to ASX Listing Rule 10.14 because it will result in the Company issuing securities to a related party of the Company under an employee incentive scheme. Accordingly, Shareholder approval is sought pursuant ASX Listing Rule 10.14 (in accordance with the provisions of Listing Rule 10.15).

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Performance Rights to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Accordingly, the grant of Performance Rights to Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

Resolutions 8 to 11 are ordinary resolutions.

9.3 Directors’ Recommendation

The Participating Directors, being Directors of the Company, have a material personal interest in the outcome of this Resolution, as it is proposed that Director Shares be allotted to them (or their nominee).

Each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni, having a material personal interest in the Resolution, abstain and do not make any recommendations in respect of this Resolution.

9.4 Directors’ Interests

If each of the Directors is allotted with the Performance Rights as proposed and they are subsequently converted to ordinary shares, then the following will be the effect on the holding of each of the Directors in the Company:

					Adjusted
	Current	Percentage	Director Rights	Shareholding	Percentage of
	Share	of Total Share	converted to	post maximum	Total Share
Directors	Holding1	Capital2	shares	issue of Shares	Capital
Mr G Biagi3	292,556,186	44.52%	4,500,000	297,056,186	44.00%
Mr B Mondello	-	-	4,500,000	4,500,000	1.92%
Mr L Biagi3	292,556,186	44.52%	4,500,000	297,056,186	44.00%
Mr G Orgnoni	-	-	4,500,000	4,500,000	1.92%
Mr D Hall4	-	-	-	-	-

Notes:

1. This assumes that none of the current options on issue in the Company are exercised and no further securities are issued. 2. This assumes that there are currently 655,594,533 shares on issue.

2. Indirect shareholding as a result of a relevant interest in VR Tech SRL which has a relevant interest in Officine8K, which is the registered holder of these securities. Both directors have the same interest in the same shareholding (293M total).

3. Mr D Hall has opted to not seek re-election at this AGM and retiring at the end of the Meeting, is not proposed to receive rights under this Resolution.

9.5 Technical information required by ASX Listing Rule 10.15

The following information is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

• (a) The maximum number of Securities be issued pursuant to Resolutions 8 to 11 is 18,000,000 Performance Rights comprising:

• (i) A total of 4,500,000 Performance Rights to Mr Gianmarco Biagi (or his nominee) comprising: • 1,500,000 Tranche 1 Performance Rights;

• 1,500,000 Tranche 2 Performance Rights; and

• 1,500,000 Tranche 3 Performance Rights.

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• (ii) A total of 4,500,000 Performance Rights to Mr Lorenzo Biagi (or his nominee) comprising:

• 1,500,000 Tranche 1 Performance Rights;

• 1,500,000 Tranche 2 Performance Rights; and

• 1,500,000 Tranche 3 Performance Rights.

• (iii) A total of 4,500,000 Performance Rights to Mr Bert Mondello (or his nominee) comprising:

• 1,500,000 Tranche 1 Performance Rights;

• 1,500,000 Tranche 2 Performance Rights; and

• 1,500,000 Tranche 3 Performance Rights.

• (iv)A total of 4,500,000 Performance Rights to Mr Gianmarco Orgnoni (or his nominee) comprising: • 1,500,000 Tranche 1 Performance Rights;

• 1,500,000 Tranche 2 Performance Rights; and

• 1,500,000 Tranche 3 Performance Rights.

• (b) The vesting conditions and expiry date of the Performance Rights to be granted under the Plan are set out in Section 9.1. The principal terms of the Performance Rights Plan are set out in Schedule B.

• (c) No loan has been or will be given to Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni relating to the grant of the Performance Rights. The Performance Rights will be granted for nil consideration as long term incentives for the Directors. Accordingly, no funds will be raised from the grant of the Performance Rights. Upon conversion of the Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (d) No Performance Rights have previously been issued under the Performance Rights Plan, nor has the Performance Rights Plan previously been adopted by Shareholders;

• (e) Under the Performance Rights Plan, only eligible persons or their permitted nominees, are entitled to participate in the Plan. Each of Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni are eligible persons for the purposes of the Plan. There are no other eligible persons for the purposes of the Performance Rights Plan at this time.

• (f) Mr Gianmarco Biagi, Mr Lorenzo Biagi, Mr Bert Mondello and Mr Gianmarco Orgnoni are related parties of the Company by virtue of being Directors.

• (g) The Company will grant the Performance Rights no later than 12 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Performance Rights will be granted on the same date.

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

10. RESOLUTION 12: GRANT OF PERFORMANCE RIGHTS TO ADVISOR

10.1 General

The Company proposes to grant a total of 4,500,000 Performance Rights to its key external corporate advisor Exchange Capital Advisory Pty Ltd for nil consideration and on the same performance milestones as set out in 9.1 above (Advisor Performance Rights). The full terms and conditions of the Performance Rights Plan are set out in Schedule B.

The Company proposes to grant 4,500,000 Advisor Performance Rights comprising:

• 1,500,000 Tranche 1 Performance Rights;

• 1,500,000 Tranche 2 Performance Rights; and

• 1,500,000 Tranche 3 Performance Rights.

The Board considers the use of performance rights as an incentivisation tool to its corporate advisors who have the experience, skills and knowledge in the fields of investor awareness and media dissemination to aid in the Company’s corporate objectives. In addition, the use of performance rights will allow the Company to retain its cash to maximise marketing and development expenditure for its products.

ASX Listing Rule 7.1 broadly provides that a company can issue Equity Securities up to 15% of its issued capital in any 12 month period without shareholder approval. Subject to certain exceptions, prior shareholder approval is required for any issue of Equity Securities where the securities proposed to be issued (when aggregated with other Equity Securities issued by the company not under an exception and not with shareholder approval) represent more than 15% of the company’s issued capital.

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The effect of Shareholders approving Resolution 12 will be to allow the Company to issue the Advisor Performance Rights during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. The effect of Shareholders passing Resolution 12 will be to allow the Company to grant the Advisor Performance Rights without using the Company’s 15% annual placement capacity under Listing Rule 7.1.

Resolution 12 is an ordinary resolution.

10.2 Technical information required by ASX Listing Rule 7.3

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.3:

• (a) The maximum number of Advisor Performance Rights to be granted by the Company under Resolution 12 is 4,500,000.

• (b) The Advisor Performance Rights may be granted no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Advisor Performance Rights will be granted on the same date;

• (c) The Advisor Performance Rights will be granted for nil consideration and accordingly no funds will be raised from the issue of Advisor Performance Rights.

• (d) The expiry date of the Advisor Performance Rights will be the date that is three years from the date of issue. The full terms and conditions of the Advisor Performance Rights are in accordance with the Performance Rights Plan as set out in Schedule B. Upon conversion of the Advisor Performance Rights, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (e) The Advisor Performance Rights will be granted to corporate advisor Exchange Capital Advisory Pty Ltd (or their nominees) which is an unrelated party to the Company.

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

11. RECOMMENDATIONS

The Directors believe that the above proposals are in the best interest of the Company and, save where otherwise stated, unanimously recommend that shareholders vote in favour of the resolutions to be proposed at the Company’s annual general meeting.

12. ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 8 6380 2555 if they have any queries in respect of the matters set out in this Notice.

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G LO S S A RY

$ means Australian dollars.

AGM or Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691).

Auditor means the auditor of the Company

Board means the board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; (e) a company the member controls; or (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company or ServTech means ServTech Global Holdings Ltd (ACN 614 814 041), to be renamed Vection Technologies Limited .

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Managing Director means the managing director of the Company.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2019.

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

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

Security means a security issued or to be issued in the capital of the Company, including a Share or an Option.

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

Shareholder means a holder of a Share.

Spill Meeting has the meaning given in section 2.2 of the Explanatory Statement.

Spill Resolution has the meaning given in section 2.2 of the Explanatory Statement.

Variable A means “A” as set out in the calculation 4.2 of the Explanatory Statement.

VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia.

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S C H E D UL E A – IS S U ES O F E Q UI TY S EC U R IT I E S SI N C E 2 5 N OV EM B E R 201 8

Date	Quantity	Class	Recipients	Issue price and discount to Market Price (if applicable)1	Form of consideration
Issue – 24/6/2019 d Appendix 3B – 24/6/2019	32,000,000	Shares2	Acuity Capital Investment Management Pty Ltd ATF Acuity Capital Holdings Trust	No issue price (nil cash consideration –no discount)x	Nil consideration as they were issued to as Collateral Shares for a Controlled Placement Agreement Current value4= $0.014 per share
Issue – 12/4/2019 d Appendix 3B – 12/4/2019	292,556,186 x x x x 111,111,111 x x x x x x 8,130,435 x x x	Shares2 z x xx x Shares2 x x x x x x Shares2	Vendors of Vection Italy SRL x z x x Sophisticated and professional investors clients of placement lead manager: Regency Corporate x Issuance to Director Mr Bert Mondello (or nominee) in lieu of consultancy fees	$0.02 per share No discount to market price at time of issuex x $0.018 per share 10% discount to market price at time of issue x x x x $0.0115 per share 43% discount to market price at time of issue	Consideration: the Vection Italy SRL business Current value4= $0.014 per share x z Cash consideration: $2,000,000d x x x x x x x Consideration: corporate advisory services provided to the Company Current value4= $0.014 per share

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded on the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: SVT (terms are set out in the Constitution).

3. In respect of quoted Equity Securities the value is based on the closing price of the Shares as the context requires on the ASX on 9 October 2019.

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S C H E D UL E B – S U MMA R Y O F T E RM S OF PE R F O RM A N C E R I G HTS PL A N

The following is a summary of the key terms and conditions of the Performance Rights Plan to be adopted by Shareholders under Resolution 7:

• (a) Eligible Participants: Participants eligible to participate in the Performance Rights Plan include executive Directors, and full-time or part-time senior employees of the Company, or any of its subsidiaries, who are declared by the Board as eligible to receive grants of Performance Rights under the Performance Rights Plan (Eligible Participants).

• (b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for up to a specified number of Performance Rights, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Board determines (Offer).

• (c) No Consideration: Performance Rights granted under the Performance Rights Plan will be issued for nil cash consideration.

• (d) Rights: each Performance Right issued under the Performance Rights Plan is a right to be issued with or transferred a Share, free of encumbrances.

• (e) Expiry Date: means the date on which a Performance Right lapses. Each Performance Right will expire on the date which is three years from the date of issue.

• (f) Vesting Conditions: the Board will determine the vesting conditions that must be satisfied by a participant before the Performance Right vests in the holder.

• (g) Vesting: a Performance Right will vest where the vesting conditions are satisfied or waived by the Board. (h) Exercise of Performance Right: A participant may exercise a Performance Right that is entitled to be exercised by lodging with the Company a notice of exercise of the Performance Right and the certificate for the Performance Right.

• (i) Waiver of Vesting Conditions: The Board may resolve to waive any of the vesting conditions applying to Performance Rights where:

• (i) a participant dies or has total and permanent disability;

• (ii) a participant ceases to be employed by the Company or act as a Director;

• (iii) participant suffers severe financial hardship;

• (iv) the terminal illness of the participant or of an immediate family member of the participant; or

• (v) a change of control occurring or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (vi) a court approves under Section 411(4)(b) of the Corporations Act a proposed compromise or arrangement 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

• (vii) the Company passes a resolution for voluntary winding up or an order is made for the compulsory winding up of the Company.

• (j) Lapse of Performance Rights: A Performance Right will lapse upon the earlier to occur of: (i) an unauthorised dealing in, or hedging of, the Performance Rights occurring; (ii) a failure to meet the Vesting Conditions; (iii) the Expiry Date; (iv) the participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right;

• (v) the participant ceasing to be an Eligible Participant; (vi) the Company undergoes a change in control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Performance Right;

• (vii) a determination of the Board that the Performance Right is to lapse due to fraud or dishonesty; or (viii)the day before the end of the 3 year anniversary of the date of grant of the Performance Rights.

• (k) Restrictions on Dealings and Hedging: A Performance Right granted under the Performance Rights Plan is only transferable, assignable or able to be otherwise disposed or encumbered with the consent of the Board, or by force of law upon death or bankruptcy of the Eligible Participant (or their nominee). An Eligible Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their Performance Rights. The Performance Rights will immediately lapse if the Eligible Participant breaches this rule.

• (l) Share Restriction Period: Any Share acquired by an Eligible Participant (or their nominee) on the exercise of a Performance Right must not be disposed of, or dealt with in any way until the earlier of: (i) the Eligible Participant ceasing to be an Eligible Participant;

• (ii) the Board approving the release of the restriction in relation to those Shares due to the Participant suffering severe financial hardship;

• (iii) there is a change in control of the Company, or the Company passes a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company; or

• (iv) the three year anniversary of the date of grant of the Performance Right (Restriction Period).

• (m) Quotation: The Company will not apply for quotation of the Performance Rights. If Shares of the same class as those issued under the Performance Rights Plan are listed on the ASX the Company will apply to the ASX within a reasonable time after they are issued for those Shares to be listed.

• (n) Participation Rights: Other than adjustments for bonus issues and reorganisation of the issued capital of the Company, participants are not entitled to participate in any new issue of securities of the Company as a result of their holding Performance Rights during the currency of any Performance Rights and prior to vesting. In addition, participants are not entitled to vote nor receive dividends as a result of their holding Performance Rights.

• (o) Reorganisation of capital: If there is a reorganisation (including, without limitation, consolidation, sub-division, reduction or return) of the issued capital of the Company, the rights of a holder will be varied, as appropriate, in accordance with the Listing Rules which apply to reorganisation of capital at the time of the reorganisation.

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