VECTION TECHNOLOGIES LTD — AGM Information 2021

Nov 4, 2021

5 November 2021 | Australia

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ASX RELEASE

– ANNUAL GENERAL MEETING NOTICE AND PROXY FORM

Real-time software company Vection Technologies Ltd ( ASX:VR1 ) ( Vection Technologies , Vection or the Company ) is pleased to advise that its 2021 Annual General Meeting of Shareholders will be held at Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 (“Location”) at 3pm (WST) / 6pm (AEDT) on Monday, 6 December 2021 (“Meeting”).

In accordance with recent amendments to the Corporations Act 2001 (Cth) under the Treasury Laws Amendment (2021 Measure No.1) Act 2021., the Company will not be sending hard copies of the Notice of Annual General Meeting and Explanatory Memorandum (“Notice”) to Shareholders. Instead, Shareholders can access a copy of the Notice online:

• Via the Company’s website www.vection.com.au;

• Via the Company’s ASX announcements page at www2.asx.com.au/markets/company/vr1 under the Company’s ASX code “VR1”; and

• If you have provided an email address and have elected to receive electronic communications for the Company, via an email to your nominated email address with a link to an electronic company of the Notice.

The Company intends to hold a physical meeting at the Location without the use of video conferencing technology. However, in order to minimise the risk to Shareholders, the Company and its ongoing operations, Shareholders are encouraged to vote by proxy instead of attending the meeting at the Location. Accordingly, the proxy form provided within the Notice and enclosed to this letter should be filled out by Shareholders intending to vote by proxy, with specific instructions on how the Shareholder's vote is to be exercised by the proxy. For details on how to complete and submit the proxy form to the Company, please refer to the instructions in the Notice.

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3D

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VIRTUAL REALITY

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AUGMENTED REALITY

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INDUSTRIAL IoT

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CAD

The Board continues to monitor the COVID-19 situation. As the situation is constantly evolving, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify Shareholders of any changes by way of an ASX announcement, and the details will also be made available on our website.

If you are unable to access the Notice through the abovementioned means, please contact the Company Secretary on 08 6380 2555 or at secretary@vection.com.au between 9:00am and 5:00pm (WST) on Monday to Friday who will arrange for a copy of the Notice to be provided to you.

Shareholders are encouraged to vote by lodging the attached proxy form. As the situation regarding the management of COVID-19 is evolving rapidly, Shareholders are encouraged to monitor the Company’s website for any further updates in relation to the arrangements for the Meeting.

ENDS

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Asia Pacific

North America

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Media Enquiries AUpress@vection.com.au EUpress@vection.com.au

Europe Address: Via Isonzo 61 40033 Casalecchio di Reno (BO), Italy

Address: Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 Phone: +61 8 6380 7446

Address: 785 Market Street, #600 San Francisco CA 94103

USA

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Investor Relations Contact Details:

Gianmarco Biagi - Managing Director (Europe Based) Email: gianmarco.biagi@vection.com.au Phone: +39 051 0142248

Gianmarco Orgnoni - Director and COO (Australia Based) Email: gianmarco.orgnoni@vection.com.au Phone: +61 8 6380 7446

About Vection Technologies:

Vection Technologies Ltd (ASX:VR1) is a multinational software company that focuses on real-time technologies for industrial companies’ digital transformation. Through a combination of 3D, Virtual Reality, Augmented Reality, Industrial IoT, AI, ICT and CAD solutions, Vection Technologies helps companies and organisations to innovate, collaborate and create value. For more information please visit the Company’s websites: vection.com.au

mindeskvr.com blankcanvas.studio jmcgroup.it

ASX release authorised by the Board of Directors of Vection Technologies Ltd.

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3D

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VIRTUAL REALITY

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AUGMENTED REALITY

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INDUSTRIAL IoT

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CAD

Vection Technologies Ltd (ASX:VR1) ACN: 614 814 041

Asia Pacific

Europe

North America

Media Enquiries

AUpress@vection.com.au EUpress@vection.com.au

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Address: Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 Phone: +61 8 6380 7446

Address: Via Isonzo 61 40033 Casalecchio di Reno (BO), Italy

Address: 785 Market Street, #600 San Francisco CA 94103

USA

VECTION TECHNOLOGIES LIMITED ACN 614 814 041 NOTICE OF ANNUAL GENERAL MEETING

TIME : 3:00 pm (WST) DATE : 6 December 2021 PLACE : Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017

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	15
ProxyForm	Enclosed

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 3:00pm (WST) on 6 December 2021 at:

Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017

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 3:00pm (WST) on 4 December 2021.

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.

Proxy vote if appointment specifies way to vote

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.

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

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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 2021.”

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 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: ELECTION OF A DIRECTOR – MR LORENZO BIAGI

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

“That Mr Lorenzo Biagi 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.”

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.”

5. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 63,912,230 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved.

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 - ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR GIANMARCO BIAGI

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 6,000,000 Performance Rights to Mr Gianmarco Biagi (or his nominee) under the Vection Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Gianmarco Biagi (or his nominee)) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a 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 directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 6 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 6 Excluded Party.

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

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• (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.

• Provided the Chair is not a Resolution 6 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.

7. RESOLUTION 7 - ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR GIANMARCO ORGNONI

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 4,500,000 Performance Rights to Mr Gianmarco Orgnoni (or his nominee) under the Vection Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Gianmarco Orgnoni (or his nominee)) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a 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 directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 7 Excluded Party). However, 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 7 Excluded Party.

“That, subject to the passing of Resolution 2, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 3,000,000 Performance Rights to Mr Bert Mondello (or his nominee) under the Vection Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by or on behalf of any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Bert Mondello (or his nominee)) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a 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 directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 8 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 8 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: 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.

Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

• (a) 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.

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) a member of the Key Management personnel; or

Dated: 5 November 2021

• (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.

Provided the Chair is not a Resolution 7 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.

By order of the Board

Derek Hall Company Secretary

8. RESOLUTION 8 - ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR BERT MONDELLO

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

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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 Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park, Western Australia at 3:00 pm (WST) on 6 December 2021.

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 2021 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.

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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 is an experienced Public Company Director, Corporate Advisor and Technology Expert with 20 years’ experience across both the private and public sectors. An as Executive, he has substantial capital markets experience and knowledge of equity markets having participated in company restructures, complex M&A transactions, IPOs, RTOs, investor placements and capital raisings. Mr Mondello has widespread experience spanning across retail and institutional sectors and an extensive knowledge of marketing communications and investor relations. With deep rooted expertise across multiple technology sectors, Bert has provided strategic corporate advice and mentoring to a number of private and public organisations internationally across multiple industries. He holds a Bachelor of Laws from the University of Notre Dame, Australia

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

The Board has reviewed Mr Mondello’s performance and believes that he continues to provide a valuable contribution to the Board, with his extensive expertise and experience in equity markets adding strongly to the Board’s overall skills matrix. Accordingly, the Board supports the re-election of Mr Mondello and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3: ELECTION OF A DIRECTOR – MR LORENZO BIAGI

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

Mr Lorenzo Biagi is an experienced company manager in the private sector, with extensive knowledge in virtual reality technology, sales and cost control management. While managing corporate development processes for more than 10 years, Mr Lorenzo Biagi has implemented new procedures and technologies helping make the companies he worked for and with, leaders in innovation.

Mr Lorenzo Biagi is an Executive Director of the Board.

The Board has reviewed Lorenzo Biagi’s performance and believes that he continues to provide a valuable contribution to the Board, with his technical experience adding strongly to the Board’s overall skills matrix. Accordingly, the Board supports the re-election of Mr Biagi and recommends that Shareholders vote in favour of Resolution 3.

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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 as it is not included in the S&P/ASX 300 Index and has a market capitalisation of ~$80,000,000, which is lower than the threshold.

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 Section 4.2(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.

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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.

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 6 October 2021.

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
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)*		Shares issued – 10% voting dilution		Issue Price
			$0.038	$0.076	$0.152
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	1,033,530,746 Shares	103,353,075 Shares	$3,927,417	$7,854,834	$15,709,667
50% increase	1,550,296,119 Shares	155,029,612 Shares	$5,891,125	$11,782,251	$23,564,501
100% increase	2,067,061,492 Shares	206,706,149 Shares	$7,854,834	$15,709,667	$31,419,335

*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 pro-rata 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 1,033,530,746 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 6 October 2021, being $0.076.

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;

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

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

3. prevailing market conditions; and

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

(f) Previous approval under ASX Listing Rule 7.1A The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 4 December 2020 ( Previous Approval ). During the 12-month period preceding the date of the Meeting, being on and from 6 December 2020, the Company has not issued any Equity Securities pursuant to the Previous Approval.

5.3

Voting Exclusion

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

6. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

6.1 General

On 4 August 2021, the Company announced to ASX that it had completed the acquisition of JMC Group SRL (JMC). JMC is a European based technology company and DELL Platinum and OEM partner, designing, developing, and delivering high-level integrated business technology solutions for Industry 4.0, underpinned by a strong knowledge in Virtual Reality and Augmented Reality (XR), Internet of Things (IoT), Artificial Intelligence (AI) and Information and Communication Technology (ICT). In an all-scrip deal, as acquisition consideration Vection issued the vendors of JMC with 63,912,230 fully paid ordinary Shares in Vection using the Company’s Listing Rule 7.1 placement capacity.

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 63,912,230 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: 63,912,230 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 shareholders of JMC on the basis of being the vendors of the business of JMC. The Shares were not issued to: a related party, a member of the key management personnel, a substantial holder or an advisor or associate

9

of any of the preceding categories. The grant did represent more than 1% of the Company’s current issued capital at 6.2%).

(f) The use (or intended use) of the funds raised: No funds were raised, the securities were issued as consideration for the business of JMC.

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. RESOLUTIONS 6 – 8 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS UNDER THE PERFORMANCE RIGHTS PLAN

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to the following amounts of Performance Rights to each of the Directors (the Related Parties ):

(a) 6,000,000 Performance Rights to Mr Gianmarco Biagi, comprising: (i) 2,000,000 Class A Performance Rights; (ii) 2,000,000 Class B Performance Rights; and (iii) 2,000,000 Class C Performance Rights, (b) 4,500,000 Performance Rights to Mr Gianmarco Orgnoni, comprising: (i) 1,500,000 Class A Performance Rights; (ii) 1,500,000 Class B Performance Rights; and (iii) 1,500,000 Class C Performance Rights, (c) 3,000,000 Performance Rights to Mr Bert Mondello, comprising: (i) 1,000,000 Class A Performance Rights; (ii) 1,000,000 Class B Performance Rights; and (iii) 1,000,000 Class C Performance Rights,

pursuant to the Performance Rights Plan and on the terms and conditions set out below ( Incentive Performance Rights ).

7.2 Vesting Conditions

The Performance Rights Plan provides that the Board will determine the vesting conditions that must be satisfied by a participant before the Incentive Performance Right vests in the holder. Accordingly, the Board has determined that the Incentive Performance Rights the subject of Resolutions 6-8 will be subject to the vesting conditions set out below.

Performance Rights	Vesting Conditions
Class A Performance Rights	The Company’s 7-day VWAP being equal to or greater than a market capitalisation of $150,000,000 subject to the relevant person being a director of the Company at the time.
Class B Performance Rights	The Company’s 7-day VWAP being equal to or greater than a market capitalisation of $200,000,000 subject to the relevant person being a director of the Company at the time.
Class C Performance Rights	The Company’s 7-day VWAP being equal to or greater than a market capitalisation of $250,000,000 subject to the relevant person being a director of the Company at the time.

As stated in the Performance Rights Plan, a vesting condition must be satisfied (or waived) by the Board before an Incentive Performance Right will vest.

For the full terms and conditions of the Incentive Performance Rights, refer to Schedule A of this Notice.

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7.3 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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 the Incentive Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Incentive Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Incentive Performance Rights. Accordingly, Shareholder approval for the issue of Incentive Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

7.4 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

10.14.1 a director of the entity; 10.14.2 an associate of a director of the entity; or 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders. The issue of Incentive Performance Rights to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14. Resolutions 6 to 8 seek the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

7.5 Technical information required by Listing Rule 14.1A

If Resolutions 6 to 8 are passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to the Related Parties under the Performance Rights Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolution 6 to 8 are not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to the Related Parties under the Performance Rights Plan and the Company will consider other forms of remuneration, including by the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.

7.6 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 6 to 8:

(a) the Incentive Performance Rights will be issued to the following persons:

(i) Gianmarco Biagi (or his nominee) pursuant to Resolution 6; (ii) Gianmarco Orgnoni (or his nominee) pursuant to Resolution 7; and (iii) Bert Mondello (or his nominee) pursuant to Resolution 8,

each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;

(b) the maximum number of Incentive Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 13,500,000, which comprises:

(i) 6,000,000 Incentive Performance Rights to be issued to Gianmarco Biagi (or his nominee) pursuant to Resolution 6;

(ii) 4,500,000 Incentive Performance Rights to be issued to Gianmarco Orgnoni (or his nominee) pursuant to Resolution 7; and

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• (iii) 3,000,000 Incentive Performance Rights to be issued to Bert Mondello (or his nominee) pursuant to Resolution 8;

• (c) Since its approval at the AGM held in November 2019, 18,000,000 Performance Rights have previously been issued to Gianmarco Biagi, Lorenzo Biagi, Gianmarco Orgnoni and Bert Mondello (4,500,000 Performance Rights each) for nil cash consideration under the Performance Rights Plan;

• (d) a summary of the material terms and conditions of the Incentive Performance Rights is set out in Schedule A;

• (e) the Incentive Performance Rights are unquoted securities. The Company has chosen to issue Incentive Performance Rights to the Related Parties for the following reasons:

• (i) the Incentive Performance Rights are unquoted meaning the issue of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;

• (ii) the milestones attaching to the Incentive Performance Rights will align the interests of the Related Parties with those of Shareholders; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed;

• (iv) to maintain remuneration arrangements that are market-competitive,

• (f) the number of Incentive Performance Rights to be issued to each of the Related Parties has been determined based upon a consideration of:

• (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;

• (ii) the remuneration of the Related Parties; and

• (iii) incentives to attract and ensure continuity of service/retain the service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves.

• The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights upon the terms proposed;

(g) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Gianmarco Biagi	$662,3741	$178,9512
Gianmarco Orgnoni	$511,7803	$97,5014
Bert Mondello	$313,1875	$75,0016

Notes:

1. Comprising salary of $180,000 and share-based payments of $482,374 (being the value of the Incentive Performance Rights pursuant to Resolution 6).

2. Comprising salary of $173,250 and share-based payments of $5,701 (being the amount expensed of previously issued Performance Rights).

3. Comprising salary of $150,000 and share-based payments of $361,780 (being the value of the Incentive Performance Rights pursuant to Resolution 7).

4. Comprising salary of $91,800 and share-based payments of $5,701 (being the amount expensed of previously issued Performance Rights).

5. Comprising salary of $72,000 and share-based payments of $241,187 (being the value of the Incentive Performance Rights pursuant to Resolution 8).

6. Comprising salary of $69,300 and share-based payments of $5,701 (being the amount expensed of previously issued Performance Rights).

7. No superannuation has been paid or is payable to these Related Parties during the current and previous financial years.

(h) the value of the Incentive Performance Rights and the pricing methodology is set out in Schedule B;

• (i) the Incentive Performance Rights will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Performance Rights will be issued on one date;

• (ii) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;

• (iii) the purpose of the issue of the Incentive Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align

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the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;

• (iv) a summary of the material terms and conditions of the Performance Rights Plan is set out in Schedule A;

• (v) no loans are being made to the Related Parties in connection with the acquisition of the Incentive Performance Rights;

• (vi) details of any Performance Rights issued under the Performance Rights Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;

• (vii)any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Performance Rights Plan who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

• (viii) the relevant interests of the Related Parties in securities of the Company as at the

date of this Notice are set out below:

Related Party	Shares1	Performance Shares
Gianmarco Biagi	351,556,1862	100,000,0003
Gianmarco Orgnoni	4,500,000	-
Bert Mondello	4,500,000	-

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX: VR1).

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.

3. 100,000,000 performance rights issued as part of the consideration for the Acquisition of Vection Italy. Indirect holding 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.

(i) if the milestones attaching to the Incentive Performance Rights issued to the Related Parties are met and the Incentive Performance Rights are converted, a total of 13,500,000 Shares would be issued. This will increase the number of Shares on issue from 1,033,530,746(being the total number of Shares on issue as at the date of this Notice) to 1,047,030,746(assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.3%, comprising 0.6% by Gianmarco Biagi, 0.4% by Gianmarco Orgnoni and 0.3% by Bert Mondello;

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.152	07/01/2021
Lowest	$0.053	30/06/2021
Last	$0.120	4/11/2021

• (k) Resolutions 6 to 8 are independent of each other i.e. they can be passed individually and the outcome of each does not affect the others. Separately, Resolution 8 is subject to Resolution 2 being passed.

• (l) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 6 to 8; and

• (m) a voting exclusion statement is included in the Notice.

8. 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.

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9. 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.

14

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 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 2021.

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 5.2 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 – S UMM A R Y OF T ER M S O F P E RF O RM A N C E R I GHT S PL A N

The following is a summary of the key terms and conditions of the Performance Rights Plan adopted by Shareholders at the 2019 AGM:

• (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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S C H E D UL E B – V A L UA T I O N O F P E RF OR MA N C E R I G HT S

The Performance Rights to be issued to the Related Parties pursuant to Resolutions 6 to 8 have been independently valued using the Monte Carlo valuation model, and based on the assumptions set out below, the Performance Rights were ascribed the following value:

Item
Value of the underlying Shares	$0.098
Valuationdate	26 October 2021
Commencementofperformance/vesting period	26 October 2021
Performancemeasurement/vesting date	Various (referSection7.2)
Expiry date	26 October 2024
Termof thePerformanceRight	3 years
Volatility (discount)	90.00%
Risk-freeinterest rate	0.69%
Total Value of Performance Rights	$1,085,341
-GianmarcoBiagi(Resolution6)	$482,374
-Gianmarco Orgnoni(Resolution7)	$361,780
- Bert Mondello (Resolution8)	$241,187

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

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