VECTION TECHNOLOGIES LTD — AGM Information 2020

Nov 4, 2020

VECTION TECHNOLOGIES LIMITED

ACN 614 814 041 NOTICE OF ANNUAL GENERAL MEETING

TIME : 9:00 am (WST) DATE : 4 December 2020 PLACE : 642 Newcastle Street, Leederville WA 6007

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	13
Schedule A	14
Schedule B	15
ProxyForm	Enclosed

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 9:00am (WST) on 4 December 2020 at:

642 Newcastle Street, Leederville WA 6007

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 2 December 2020.

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, members are advised that:

• each member has a right to appoint a proxy;

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

• a member 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 onehalf of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• 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.

Section 250B(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 (i.e. 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 (i.e. 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 (i.e. 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;

• 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.

Lodgement of proxies

The proxy form (and other power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney of other authority) must be deposited at or posted to, the Share Registry at the below address or sent by facsimile to the Company on +61 8 9381 2330 not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy proposes to vote.

	Registry Delivery Address Automic Services Level 5,126 Phillip Street Sydney NSW 2000		Postal Address Automic Services GPO Box 5193 Registry Sydney NSW 2001

A proxy form is attached to this notice

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company share registry.

Proxy vote if appointment specifies way to vote

2

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 2020.”

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member. However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

  • (i) does not specify the way the proxy is to vote on this Resolution; and

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

2. RESOLUTION 2: ELECTION OF A DIRECTOR – MR GIANMARCO ORGNONI

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

“That Mr Gianmarco Orgnoni 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: ELECTION OF A DIRECTOR – MR GABRIELE SORRENTO

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

“That Mr Gabriele Sorrento 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.”

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.

5. RESOLUTION 5: RATIFICATION OF PLACEMENT OF SHARES

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the issue of 66,500,000 fully paid ordinary shares in the Company issued at the price of $0.09 per share (Placement Shares) to sophisticated and institutional investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by or on behalf of a person who participated in or who will obtain a benefit as a result of the Placement (except a benefit solely by reason of being a holder of securities in the Company).

However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or (c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

6. RESOLUTION 6: RATIFICATION OF ISSUE OF UNLISTED OPTIONS

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 35,000,000 Unlisted Options to Merchant Corporate Advisory Australia Pty Ltd 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: Merchant Corporate Advisory Australia Pty Ltd or its nominee; or any associates of that entity.

However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or (c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

4. RESOLUTION 4: APPROVAL OF 7.1A MANDATE

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 Company to up to that number of Equity Securities equal 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 otherwise 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

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

7. RESOLUTION 7: REMOVAL OF AUDITOR

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

“That, subject to and conditional upon Resolution 8 being passed by Shareholders, Criterion Audit Pty Ltd the current auditor of the Company, be removed as the auditor of the Company effective from the date of the Meeting.”

3

8. RESOLUTION 8: APPOINTMENT OF AUDITOR

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

“That, subject to and conditional upon Resolution 7 being passed by Shareholders, RSM of Level 32, Exchange Tower, 2 The Esplanade Perth WA 6000, being qualified to act as auditor of the Company and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the meeting and the Directors be authorised to agree their remuneration.”

9. RESOLUTION 9: APPROVAL FOR THE ISSUE OF SHARES TO DIRECTOR – PLACEMENT

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue by the Company of up to 166,667 Shares to Gianmarco Biagi (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:

(a) Mr Gianmarco Biagi or his nominee/s; or

• (b) any of their associates .

However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides: or (c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with the directors given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: . In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party ( Resolution 9 Excluded Party ). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 9 Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either: (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 9 Excluded Party, 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

Dated: 5 November 2020

By order of the Board

Derek Hall Company Secretary

4

E XP L AN AT 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, 642 Newcastle Street, Leederville, Western Australia at 9:00 am (WST) on 4 December 2020.

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 2020 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 website at 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.

5

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 GIANMARCO ORGNONI

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 Gianmarco Orgnoni retires from office in accordance with the Constitution and, being eligible, he now offers himself for re-election to the Board.

Mr Gianmarco Orgnoni has skills extending across corporate nance, investment banking and research analysis. Mr Orgnoni has extensive experience in offering corporate advisory and fi nance analysis across European and Australian private and publicly listed companies. Mr Orgnoni has worked closely with and has provided adversarial services to several companies spanning from civil engineering, education, technology, biotechnology and real estate. Mr Orgnoni holds a bachelor’s degree in economics and Business Administration from the Catholic University of the Sacred Heart of Milan, Italy.

Mr Orgnoni 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 Orgnoni will be an independent Director.

4. RESOLUTION 3: ELECTION OF A DIRECTOR – MR GABRIELE SORRENTO

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 Gabriele Sorrento retires from office in accordance with the Constitution and, being eligible, he now offers himself for re-election to the Board.

Mr Gabriele Sorrento is the CEO and co-founder of Mindesk, acquired by Vection Technologies in April 2020. He is passionate about computational design, having obtained a Master's Degree in Architectural Engineering at the Polytechnic University of Milan and studied entrepreneurship at Santa Clara University as a Fulbright fellow. He has over 13 years of experience in 3D CAD, having worked with renowned architectural brands including Renzo Piano Building Workshop and Heller Manus Architects. Today Mr Sorrento is part of the AIASF Design Technology Commission and is a board member of Vection Technologies Limited.

Mr Sorrento 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 Sorrento will be an independent Director.

6

5. RESOLUTION 4: APPROVAL OF 7.1A MANDATE

5.1 General

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

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

5.2 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) Period for which the 7.1A Mandate is valid

• The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

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

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

• (b) Minimum Price Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section4.2(b)9(i), the date on which the Equity Securities are issued.

• (c) Use of funds raised under the 7.1A Mandate 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

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

(d) Risk of Economic and Voting Dilution Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 4 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

7

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 22 October 2020.

The table also shows the voting dilution impact where the 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 7.1A Mandate.

			Dilution	Dilution	Dilution
		Sh	Issue Price
Number of Shares on Issue		ares issued –	$0.080	$0.160	$0.240
(Variable A in Listing Rule 7.1A.2)*		10% voting	50% decrease	Issue Price	50% increase
		dilution	Funds Raised
Current	800,177,181 Shares	80,017,718 Shares	$6,401,417	$12,802,835	$19,204,252
50% increase	1,200,265,772 Shares	120,026,577 Shares	$9,602,126	$19,204,252	$28,806,379
100% increase	1,600,354,362 Shares	160,035,436 Shares	$12,802,835	$25,605,670	$38,408,505

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

The table above uses the following assumptions:

1. There are 800,177,181 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 22 October 2020, being $0.160.

3. Vection 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%.

8. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

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.

(e) Allocation policy under the 10% Placement Capacity The recipients of the Equity Securities to be issued under the 7.1A Mandate 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 7.1A Mandate, having regard to the following factors:

1. the purpose of the issue;

2. 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;

3. the effect of the issue of the Equity Securities on the control of the Company;

8

1. the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

2. prevailing market conditions; and

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

4. (f) Previous approval under ASX Listing Rule 7.1A

5. The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 25 November 2019 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 4 December 2019, the Company has not issued any Equity Securities pursuant to the Previous Approval.

5.3 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 4.

6. RESOLUTION 5: RATIFICATION OF PLACEMENT OF SHARES

6.1 General

On 2 October 2020, the Company announced to ASX that it had completed a placement to raise $6,000,000 by the issue of 66,666,667 Shares issued to sophisticated and professional investors none of whom are related parties of the Company, except for a Director related party, approval for the issue of securities to whom is sought under Resolution 9) (Placement).

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 66,500,000 Shares issued under the Company’s 15% share issue capacity under ASX Listing Rule 7.1. The balance of the Placement (166,667 Shares) is subject to approval under Resolution 9.

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: 66,500,000 Fully Paid Ordinary Shares

• (b) The price at which the securities were issued: $0.09 per Share before costs.

• (c)

• The date that the securities were issued: 9 October 2020.

• (d) 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.

• (e) The names of the persons to whom the entity issued the securities or the basis on which those persons were determined: The Shares were issued to investors who were eligible to be made offers without disclosure under an exemption under section 708 of the Corporations Act, none of whom are related parties of the Company. The investors were introduced by the Company’s lead broker Canaccord Genuity and corporate advisor Merchant Corporate, they were determined because of their interest in the Company and are new and existing shareholders.

• (f) The use (or intended use) of the funds raised: The funds will be used to execute the Company’s global expansion strategy including support to launch solutions across the healthcare, education and automotive sectors and entry into new verticals including the defence industry.

9

6.4 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

If Resolution 5 is not passed, the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

7. RESOLUTION 6: RATIFICATION OF ISSUE OF UNLISTED OPTIONS

7.1 General

For services in relation to the Placement (as considered in Resolution 5), the Company has agreed to issue 35,000,000 Unlisted Options to Merchant Corporate (or nominees) who were pivotal in ensuring the successful participation in the Placement of prominent Australian institutional investors. The Unlisted Options will have an exercise price of $0.112 (25% premium to Placement Share price) and an expiry of 3 years from the date of their issue.

The Company issued the Unlisted Options without prior Shareholder approval under the Company’s 15% annual placement capacity under ASX Listing Rule 7.1.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 and for all other purposes of the issue of those Unlisted Options.

7.2 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 35,000,000 Unlisted Options 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.

7.3 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: 35,000,000 Unlisted Options

• (b) The price at which the securities were issued: The Unlisted Options were issued for no consideration and accordingly no funds were raised from the issue.

• (c) The date that the securities were issued: 9 October 2020.

• (d) The terms of the securities: The expiry date of the Unlisted Options is 3 years from the date of their issue. The Unlisted Options will have an exercise price of $0.112 per option. A summary of the terms and conditions of the Unlisted Options are set out in Schedule B. Upon conversion of the Unlisted Options, Shares will be issued on a one for one basis on the same terms as the Company's existing Shares.

• (e) The names of the persons to whom the entity issued the securities or the basis on which those persons were determined: Merchant Corporate, which is not a related party of the Company.

• (f) 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.

7.4 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the issue of the Unlisted Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

10

If Resolution 6 is not passed, the Unlisted Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the Unlisted Option issuance.

8. RESOLUTION 7 & 8: REMOVAL AND APPOINTMENT OF AUDITOR

8.1 General

Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which 2 months’ notice of intention to move the resolution has been given.

It should be noted that under this section, if a company calls a meeting after the notice of intention has been given, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Resolutions 7 and 8 are interdependent, with the result that if only one Resolution is passed by Shareholders, the other does not become effective.

8.2 Removal of Auditor

Resolution 7 is an ordinary resolution seeking the removal of Criterion Audit Pty Ltd as the auditor of the Company. An auditor may be removed in a general meeting provided that the notice of intention to remove the auditor has been received from a member of the Company. In accordance with section 329(2) of the Corporations Act, the Company has sent a copy of the notice to Criterion Audit Pty Ltd and ASIC.

Under section 327D of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Act.

8.3 Appointment of Auditor

Resolution 8 is a special resolution seeking the appointment of RSM of Level 32, Exchange Tower, 2 The Esplanade Perth WA 6000 as the new auditor of the Company. As required by the Corporations Act, a nomination for RSM to be appointed as the auditor of the Company has been received from a member. A copy of the nomination is set out at Schedule A. RSM has given its written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporation Act subject to shareholder approval of this resolution.

If Resolutions 7and 8 are passed, the appointment RSM as the Company’s auditor will take effect at the close of this Meeting.

8.4 Directors’ Recommendation

The Board of Directors unanimously recommend that Shareholders vote in favour of this Resolution.

9. RESOLUTION 9: APPROVAL FOR THE ISSUE OF SHARES TO DIRECTOR – PLACEMENT

As part of the Placement considered in Resolution 5, a party related to Mr Gianmarco Biagi agreed to subscribe for 166,667 Shares in the Company, subject to the Company obtaining Shareholder approval for the issue of those Shares.

Accordingly, the Company seeks Shareholder approval for the subscription of those Shares.

9.1 Chapter 2E of the Corporations Act

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

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

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

The issue of Shares by virtue constitutes giving a financial benefit to a related party of the Company with Mr Gianmarco Biagi being a Director.

Shareholder approval for the issue of Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

11

9.2 Listing Rule 10.11

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

• (a) a related party (ASX Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company (ASX Listing Rule 10.11.2);

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

• (d) an associate of a person referred to in Listing Rule 10.1.1 – 10.1.3 (ASX Listing Rule 10.11.4); or (e) a person whose relationship with the company or a person referred to in ASX Listing Rule 10.1.1 – 10.1.3 is such that, in ASX’s opinion, the issue or agreement should be approved by shareholders (ASX Listing Rule 10.11.5), unless it obtains the approval of its shareholders.

The Issue falls within Listing Rule ASX 10.11.1 by reason of Mr Gianmarco being a Director of the Company and a substantial shareholder and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 10.11.

Resolution 9 seeks the required Shareholder approval to the Director Issue under the purposes and for the purposes of ASX Listing Rule 10.11

9.3 Technical 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 the Related Party Participation:

• (a) The Shares will be issued to Mrs Monia Venturi (or her nominee), a related party of director Mr Gianmarco Biagi;

• (b) the maximum number of Shares to be issued is 166,667.

• (c) The Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the issue price will be $0.09 per Share, being the same as all other Shares issued under the Placement;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the funds raised will be used for the same purposes as all other funds raised under the Placement as set out in Section 6.3(f) of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Related Party Participation as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Parties (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

9.4 Technical information required by Listing Rule 14.1A

If Resolution 9 is passed, the Company will be able to issue Shares to the related party of Mr Gianmarco Biagi on the same terms as the placement, within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).

If Resolution 9 is not passed, the Company will not be able to issue Shares to the related party of Mr Gianmarco Biagi. If this were to occur, the proceeds from the placement would be reduced by this amount.

The securities issued, for which approval is sought under Resolution 9 comprise 0.02% of the Company’s Shares currently on issue (based on the number of Shares on issue at the date of this Notice of Meeting). For the purposes of calculations, the total number of Equity Securities (including Shares and Performance Shares) on issue at the date of these calculations is 800,177,181.

As Shareholder approval is being sought under ASX Listing Rule 10.11, approval is not also required under ASX Listing Rule 7.1.

The Resolution is an ordinary resolution.

10. 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.

12

G L O 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 Vection means Vection Technologies Ltd (ACN 614 814 041).

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 2020.

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.

13

S C H E D UL E A – A U D IT O R NO M I N AT I O N

==> picture [455 x 215] intentionally omitted <==

==> picture [455 x 214] intentionally omitted <==

==> picture [455 x 215] intentionally omitted <==

14

S C H E D UL E B – T E RMS A N D C O N DI T IO N S O F OP T IO N S

The following is a summary of the key terms and conditions of the Options issued to be approved by Shareholders under Resolution 6:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.112 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 9 October 2023 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• i.issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• ii.if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• iii.if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

15

==> picture [511 x 203] intentionally omitted <==

==> picture [206 x 11] intentionally omitted <==

==> picture [76 x 11] intentionally omitted <==

==> picture [55 x 11] intentionally omitted <==

==> picture [48 x 11] intentionally omitted <==

==> picture [28 x 11] intentionally omitted <==

==> picture [28 x 11] intentionally omitted <==

==> picture [102 x 11] intentionally omitted <==

==> picture [514 x 12] intentionally omitted <==

==> picture [39 x 12] intentionally omitted <==

==> picture [546 x 541] intentionally omitted <==

==> picture [40 x 13] intentionally omitted <==

==> picture [65 x 13] intentionally omitted <==

==> picture [82 x 12] intentionally omitted <==

==> picture [149 x 11] intentionally omitted <==

==> picture [203 x 11] intentionally omitted <==

==> picture [117 x 11] intentionally omitted <==

==> picture [63 x 11] intentionally omitted <==

==> picture [68 x 11] intentionally omitted <==

==> picture [7 x 11] intentionally omitted <==

==> picture [46 x 11] intentionally omitted <==

==> picture [173 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [166 x 11] intentionally omitted <==

==> picture [357 x 11] intentionally omitted <==

==> picture [366 x 11] intentionally omitted <==

==> picture [134 x 11] intentionally omitted <==

==> picture [450 x 12] intentionally omitted <==

==> picture [70 x 12] intentionally omitted <==

==> picture [321 x 11] intentionally omitted <==

==> picture [419 x 12] intentionally omitted <==

==> picture [381 x 11] intentionally omitted <==

==> picture [142 x 11] intentionally omitted <==

==> picture [90 x 11] intentionally omitted <==

==> picture [409 x 12] intentionally omitted <==

==> picture [381 x 11] intentionally omitted <==

==> picture [142 x 11] intentionally omitted <==

==> picture [175 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [314 x 11] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [34 x 12] intentionally omitted <==

==> picture [245 x 12] intentionally omitted <==

==> picture [200 x 12] intentionally omitted <==

==> picture [32 x 200] intentionally omitted <==

==> picture [73 x 11] intentionally omitted <==

==> picture [43 x 14] intentionally omitted <==

==> picture [63 x 14] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [101 x 11] intentionally omitted <==

==> picture [9 x 13] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [37 x 12] intentionally omitted <==

==> picture [63 x 21] intentionally omitted <==

----- Start of picture text -----

/ /
----- End of picture text -----