VECTION TECHNOLOGIES LTD — AGM Information 2024

Sep 22, 2024

VECTION TECHNOLOGIES LIMITED ACN 614 814 041 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am WST DATE : 28 October 2024 PLACE : Level 4, Building C, Garden Office Park 355 Scarborough Beach Road Osborne Park WA 6017

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

This Notice 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.

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 10:00am] on 26 October 2024.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE UPRONT CONSIDERATION SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to an aggregate 142,740,000 Upfront Consideration Shares to the TDB Vendors on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL TO ISSUE CLASS A PERFORMANCE RIGHTS IN CONSIDERATION FOR THE ACQUISITION OF TDB

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to an aggregate 17 Class A Performance Rights to the TDB Vendors on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – APPROVAL TO ISSUE CLASS B PERFORMANCE RIGHTS IN CONSIDERATION FOR THE ACQUISITION OF TDB

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to an aggregate 17 Class B Performance Rights to the TDB Vendors on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 - APPROVAL TO ISSUE INTRODUCTION SHARES TO EXCHANGE CAPITAL ADVISORY PTY LTD

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 14,274,000 Shares to Exchange Capital Advisory Pty Ltd (ACN [insert]) on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 88,000,000 Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 112,000,000 Shares to the Placement Participants on the terms and conditions set out in the Explanatory Statement.”

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7. RESOLUTION 7 – APPROVAL TO ISSUE FREE ATTACHING OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to one (1) Attaching Option for every one (1) Share subscribed for and issued to the Placement Participants, on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 – APPROVAL TO ISSUE BROKER OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 70,000,000 Options to Evolution Capital Pty Ltd (ACN 652 397 263), on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1	The TDB Vendors or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 2	The TDB Vendors or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 3	The TDB Vendors or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 4	Exchange Capital Advisory Pty Ltd or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 5	The professional and sophisticated participants in the Placement or any other person who participated in the issue or an associate of that person or those persons.
Resolution 6	The professional and sophisticated participants in the Placement or any other person who participated in the issue or an associate of that person or those persons.
Resolution 7	The professional and sophisticated participants in the Placement or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).
Resolution 8	Evolution Capital Pty Ltd (ACN 652 397 263) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) 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.

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Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

Shareholders and their proxies should be aware 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.

Voting in person

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

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

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO THE RESOLUTIONS

1.1 Proposed Acquisition

Acquisition Agreement

As announced on 29 August 2024, the Company entered into a preliminary sale and purchase agreement ( Acquisition Agreement ) to acquire 100% of the issued share capital of The Digital Box S.p.A (a company incorporated under the laws of Italy) and its interests in three (3) subsidiaries (together, TDB ) ( Proposed Acquisition ).

The material terms and conditions of the Acquisition Agreement are set out in Schedule 1.

The Digital Box S.p.A

TDB is a technology company that develops and markets 3D and AI platforms based on advanced natural language processing technology. This technology enables voice interaction with data, services, and information systems. TDB helps customers bridge the physical and digital worlds through 3D digital humans, reducing costs and improving efficiencies. The Directors believe that TDB’s technology complements the Company’s ecosystem and aligns well with the Company’s focus on enterprise customers.

TDB holds the following legal and beneficial interests in three (3) subsidiary entities

• (a) 75% of QuestIT S.r.l. (a company incorporated under the laws of Italy);

• (b) 100% of The Digital Box France (a company incorporated under the laws of France); and

• (c) 100% of The Digital Box Inc (a company incorporated under the laws of the U.S.). The Digital Box Inc is a dormant company, set up to commence expansion strategies in the North American market.

Consideration

On completion of the Acquisition Agreement, in consideration for the Proposed Acquisition, the Company agreed to issue the shareholders of TDB (or their nominee/s) ( TDB Vendors ):

• (a) 142,740,000 Shares ( Upfront Consideration Shares );

• (b) 17 performance rights ( Class A Performance Right ) that will convert into an aggregate of up to 23,571,429 Shares, subject to TDB achieving:

• (i) €5,800,000 in Revenue[1] ; and

• (ii) an EBITDA of €616,000,

in the financial year ended 30 June 2025, as independently verified by the Company's auditors[2] ( Class A Performance Right Milestones );

• (c) 17 performance rights ( Class B Performance Right ) that will convert into an aggregate of up to 26,258,571 Shares subject to: (i) the achievement of the Class A Performance Right Milestones; and

1 “Revenue” in this context means the audited sales to clients for the financial year ended 30 June 2025 (prepared in accordance with the AASB) for the Company, as independently verified by the Company’s auditor, the EBITDA for the Company for the financial year ended 30 June 2025 (prepared in accordance with the AASB), as independently verified by the Company’s auditors.

2 It being understood between the parties to the Acquisition Agreement that the Class A Performance Right Milestones shall be deemed to be achieved with headroom of 30% for the EBITDA and 10% for Revenue, respectively, as independently verified by the Company’s auditors.

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(ii)

no impairment recognition in relation to goodwill recognised as part of the Proposed Acquisition, determined by the Company's auditor by the end of the first financial year after Settlement (as that term is defined in the Acquisition Agreement),

(together, the Class B Performance Right Milestones ).

Introductory and advisory fee

The Company entered into an agreement with Exchange Capital Advisory Pty Ltd (ACN 636 698 550) ( Exchange ) on or about 19 January 2023 with respect to the provision of introductory and advisory services performed with respect of the Proposed Acquisition ( Exchange Agreement ).

Pursuant to the terms of the Exchange Agreement, the Company agreed to pay the Exchange (or its nominee/s) an equity fee equal of 10% of the total value of the transaction, comprising the total number of Shares issued on conversion of the Class A Performance Rights and Class B Performance Rights and the Upfront Consideration Shares, in consideration for introductory and advisory services performed.

As at the date of this Notice, the Company is required to issue 14,274,000 Shares to Exchange (or its nominee/s) in consideration for the Upfront Consideration Shares (approval of which is sought pursuant to Resolution 4). Approval will be sought at a subsequent meeting for the issue of any additional Shares to exchange on conversion of the Class A and Class B Performance Rights. Assuming that the maximum number of Shares are issued to the TBD Vendors (i.e. including those on conversion of the Performance Rights), a total of 19,257,000 Shares will be issued to Exchange.

The Exchange Agreement otherwise contains terms and conditions considered standard for an agreement of its kind.

1.2 Placement

On 29 August 2024, the Company announced, together with an Appendix 3B, that it had received firm commitments from institutional, sophisticated and professional investors ( Placement Participants ) for a placement of 200,000,000 Shares at an issue price of $0.01 per Share to raise $2,000,000 (before costs), together with one (1) free attaching listed Option for every (1) Shares subscribed for and issued ( Attaching Options ) ( Placement ).

88,000,000 Shares were issued pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 5) and 112,000,000 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 28 November 2023 (being, the subject of Resolution 6).

The Attaching Options will be exercisable at $0.018 on or before the date that is three (3) years from the date of issue and otherwise on the terms and conditions set out in Schedule 3. The issue of the Attaching Options is subject to Shareholder approval pursuant to Resolution 7.

The Company intends to seek quotation of the Attaching Options pursuant to a transaction specific prospectus in accordance with section 713 of the Corporations Act.

Lead Manager

The Company engaged Evolution Capital Pty Ltd (ACN 652 397 263) ( Evolution ) as lead manager to the Placement.

Subject to shareholder approval, the Company has agreed to issue Evolution (or its nominee) 70,000,000 Options on the same terms as the Attaching Options in consideration for services provided in connection with the Placement (being, the subject of Resolution 8), pursuant to the terms of the lead manager mandate dated 23 August 2024 ( Mandate ).

Evolution were also paid an equity raising fee equal to 6% of the funds raised under the Placement (excluding GST), and offered the first right of refusal to act as the lead

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manager and bookrunner to any further equity raisings that are proposed in the twelve (12) months following the Placement.

The Mandate is otherwise subject to standard terms and conditions for an agreement of its nature, including representations and warranties, indemnity and confidentiality provisions.

Use of Funds

The purpose of the Placement was to raise approximately $2,000,000 (before costs), which will be applied towards:

• (a) the costs of the Proposed Acquisition;

• (b) strengthening the Company’s capacity to execute strategic initiatives; and

• (c) additional general working capital.

2. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES

2.1 General

As set out in Section 1.1, this Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 142,740,000 Upfront Consideration Shares in consideration for the Proposed Acquisition.

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 shares it had on issue at the start of that period.

The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

2.2 Listing Rule 10.12 (Exception 12)

Marco Landi is a TDB Vendor who will receive Upfront Consideration Shares.

Listing Rule 10.12 (Exception 12) allows for companies to issue equity securities under an agreement between the company and a person who would not otherwise be a related party but for the fact that they believe, or have reasonable grounds to believe, that they are likely to become a related party in the future because of the agreement or transaction. Therefore Shareholder approval pursuant to Listing Rule 10.11 is not required.

2.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Upfront Consideration Shares to the TDB Vendors and the Company will therefore be unable to proceed with the Proposed Acquisition.

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2.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Upfront Consideration Shares will be issued to the TDB Vendors (or their nominee/s), pro rata according to their ownership interest in TDB. The Company confirms that no Material Persons (other than Marco Landi who falls within exception 12 of Listing Rule 10.12 as noted above) will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	142,740,000 Upfront Consideration Shares will be issued.
Terms of Securities	The Upfront Consideration Shares 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.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Upfront Consideration Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Upfront Consideration Shares will be issued at a nil issue price, in consideration for the acquisition of TDB.
Purpose of the issue, including the intended use of any funds raised by the issue	As set out in Section 1.1, the purpose of the issue is to satisfy the Company’s obligations under the Acquisition Agreement.
Summary of material terms of agreement to issue	The Upfront Consideration Shares are being issued under the Acquisition Agreement, a summary of the material terms of which is set out in Schedule 1.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

3. RESOLUTIONS 2 AND 3 – APPROVAL TO ISSUE CLASS A AND B PERFORMANCE RIGHTS IN CONSIDERATION FOR THE ACQUISITION OF TDB

3.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 17 Class A Performance Rights and 17 Class B Performance Rights in consideration for the Proposed Acquisition, on the terms set out in Section 1.1 and Schedule 1.

A summary of Listing Rule 7.1 is set out in Section 2.1 above.

The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.2 Listing Rule 10.12 (Exception 12)

Marco Landi is a TDB Vendor who will receive Class A Performance Rights and Class B Performance Rights.

Listing Rule 10.12 (Exception 12) allows for companies to issue equity securities under an agreement between the company and a person who would not otherwise be a related party but for the fact that they believe, or have reasonable grounds to believe, that they are likely to become a related party in the future because of the agreement or transaction. Therefore, Shareholder approval pursuant to Listing Rule 10.11 is not required.

• 3.3 Technical information required by Listing Rule 14.1A

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If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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.

If this Resolution is not passed, the Company will not be able to proceed with the issue of the Upfront Consideration Shares to the TDB Vendors and the Company will therefore be unable to proceed with the Proposed Acquisition.

3.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Class A Performance Rights and Class B Performance Rights will be issued to the TDB Vendors (or their nominee/s), pro rata according to their ownership interest in TDB. The Company confirms that no Material Persons (other than Marco Landi who falls within exception 12 of Listing Rule 10.12) will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	and 17 Class B Performance Rights will be issued. As is set out in Section 1.1, the Company has agreed to issue: (a) 17 Class A Performance Rights that will convert into an aggregate of up to 23,571,429 Shares, subject to the achievement of the Class A Performance Right Milestones; and (b) 17 Class B Performance Right that will convert into an aggregate of up to 26,258,571 Shares subject to the achievement of the Class B Performance Right Milestones.
Terms of Securities	The Performance Rights will be issued on the terms and conditions set out in Schedule 2.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Performance Rights within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Performance Rights will be issued at a nil issue price, in consideration for the Proposed Acquisition.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy the Company’s obligations under the Acquisition Agreement.
Summary of material terms of agreement to issue	The Securities are being issued under the Acquisition Agreement, a summary of the material terms of which is set out in Schedule 1.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

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4. RESOLUTION 4 – APPROVAL TO ISSUE SECURITIES IN CONSIDERATION FOR SERVICES PROVIDED/ACQUISITION – NO CASH PAID

4.1 General

As set out in Section 1.1 above, this Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 14,274,000 Shares to Exchange (or its nominee/s) in consideration for the Upfront Consideration Shares.

A summary of Listing Rule 7.1 is set out in Section 2.1 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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.

If this Resolution is not passed, the Company will not be able to proceed with the issue.

4.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Shares will be issued to Exchange. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	14,274,000 Shares will be issued.
Terms of Securities	The Shares 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.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Securities will be issued at a nil issue price, in consideration for services provided by Exchange with respect to the Proposed Acquisition.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy the Company’s obligations under the Exchange Agreement.
[Summary of material terms of agreement to issue]	The Securities are being issued under the Exchange Agreement, a summary of the material terms of which is set out in Section 1.1.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

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5. RESOLUTIONS 5 AND 6 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES - LISTING RULES 7.1 AND 7.1A

5.1 General

As set out in Section 1.2, these Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 200,000,000 Shares at an issue price of $0.01 per Share to raise $2,000,000 (before costs) pursuant to the Placement.

88,000,000 Shares were issued on 5 September 2024 pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 5) and 112,000,000 Shares were issued on 5 September 2024 pursuant to the Company’s placement capacity under Listing Rule 7.1A (being, the subject of Resolution 6).

5.2 Listing Rules 7.1 and 7.1A

A summary of Listing Rule 7.1 is set out in Section 2.1 above.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 28 November 2023.

The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.

5.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

5.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

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5.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	The Placement Participants comprised of professional and sophisticated investors who were identified through a bookbuild process, which involved Evolution and the Company seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company.
Number and class of Securities issued	200,000,000 Shares were issued on the following basis: (a) 88,000,000 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 5); and (b) 122,000,000 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 6).
Terms of Securities	The Shares were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued	200,000,000 Shares were issued on the following basis: (a) 88,000,000 Shares were issued on 5 September 2024 (ratification of which is sought under Resolution 5); and (b) 122,000,000 Shares issued on 5 September 2024 (ratification of which is sought under Resolution 6).
Price or other consideration the Company received for the Securities	$0.01 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the Shares pursuant to the Placement was to raise capital, which the Company intends to apply in the manner set out in Section 1.2.
Summary of material terms of agreement to issue	The Shares were not issued under an agreement.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

6. RESOLUTION 7 – APPROVAL TO ISSUE FREE-ATTACHING PLACEMENT OPTIONS

6.1 General

As set out in Section 1.2, this Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 200,000,000 Attaching Options offered to the Placement Participants. The Attaching Options will be exercisable at $0.018 on or before the date that is three (3) years from the date of issue and otherwise on the terms and conditions set out in Schedule 3.

A summary of Listing Rule 7.1 is set out in Section 2.1 above.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

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6.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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.

If this Resolution is not passed, the Company will not be able to proceed with the issue of Attaching Options to the Placement Participants.

6.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	The Placement Participants comprised of professional and sophisticated investors who were identified through a bookbuild process, which involved Evolution and the Company seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	Up to a maximum of 200,000,000 Attaching Options, as the Attaching Options will be issued free attaching to the Shares issued to the Placement Participants pursuant to the Placement on a 1:1 basis.
Terms of Securities	The Attaching Options will be issued on the terms and conditions set out in Schedule 3.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Attaching Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Attaching Options later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The issue price of the Attaching Options will be nil, as these Options will be issued free attaching to the Shares issued to the Placement Participants pursuant to the Placement on a 1:1 basis. The Company will not receive any other consideration for the issue of the Attaching Options (other than in respect of funds received on exercise of these Options).
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the Shares under the Placement is to raise capital, which the Company intends to apply in the manner set out in 1.2. The Attaching Options were offered to attract investor participation in the Placement and, if exercised, will provide the Company with additional working capital.
Summary of material terms of agreement to issue	The Attaching Options are not being issued under an agreement.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

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7. RESOLUTION 8 – APPROVAL TO ISSUE BROKER OPTIONS

7.1 General

As set out in Section 1.2, this Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of 70,000,000 Options, on the same terms as the Attaching Options (the subject of Resolution 7), in consideration for lead management services provided by Evolution in connection with the Placement.

The Options will be issued on the terms and conditions set out in Schedule 3.

A summary of Listing Rule 7.1 is set out in Section 2.1 above.

The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

7.2 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue 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.

If this Resolution is not passed, the Company will not be able to proceed with the issue. Furthermore, the Company will need to comply with its obligations under the Mandate, and compensate Evolution with the monetary equivalent of the Options in cash based on a Black Scholes Model derived from the variables outlined on Bloomberg and base don the date of Completion of the Placement.

7.3 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	Evolution Capital Pty Ltd (ACN 652 397 263) The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company.
Number of Securities and class to be issued	70,000,00 Options will be issued.
Terms of Securities	The Options will be issued on the terms and conditions set out in Schedule 3.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Securities within 5 Business Days of the Meeting. In any event, the Company will not issue any Securities later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The Securities will be issued at a nil issue price, in consideration for lead management services provided by Evolution in connection with the Placement.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to satisfy the Company’s obligations under Mandate entered into between the Company and Evolution on or about 23 August 2024.
Summary of material terms of agreement to issue	The Options are being issued under the Mandate, a summary of the material terms of which is set out in Section 1.2.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

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GLOSSARY

$ means Australian dollars.

AASB means Australian Accounting Standards Board.

Acquisition Agreement has the meaning given in Section 1.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Attaching Options has the meaning given in Section 1.2.

Board means the current 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.

Class A Performance Right has the meaning given in Section 1.1 and Schedule 2.

Class A Performance Right Milestones has the meaning given in Section 1.1 and Schedule 2.

Class B Performance Right has the meaning given in Section 1.1 and Schedule 2.

Class B Performance Right Milestones has the meaning given in Section 1.1 and Schedule 2.

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 means Vection Technologies Limited (ACN 614 814 041).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EBITDA means the Earnings Before Interest, Depreciation and Amortization, as the context requires.

Evolution means Evolution Capital Pty Ltd (ACN 652 397 263).

Exchange means Exchange Capital Advisory Pty Ltd (ACN 636 698 550).

Exchange Agreement has the meaning given in Section 1.1.

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.

Listing Rules means the Listing Rules of ASX.

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Mandate has the meaning given in Section 1.2.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Performance Right means a right to acquire a Share subject to satisfaction of performance milestones.

Placement has the meaning given in Section 1.2.

Placement Participants has the meaning given in Section 1.2.

Proposed Acquisition has the meaning given in Section 1.1.

Proxy Form means the proxy form accompanying the Notice.

QuestIT means QuestIT S.r.l., a company incorporated under the laws of Italy, having registered office in Via Leonida Cialfi no. 23 - Siena, share capital of Euro 510,000.00 fully paid up, registered with the Companies’ Register of Arezzo-Siena under number, tax code and VAT number 01214250522.

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

Section means a section of the Explanatory Statement.

Security means a Share, Option or Performance Right (as applicable).

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

Shareholder means a registered holder of a Share.

TDB means The Digital Box S.p.A. (a company incorporated under the laws of Italy), together with its three (3) subsidiaries.

TDB Vendors has the meaning given in Section 1.1.

Upfront Consideration Shares has the meaning given in Section 1.1.

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

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SCHEDULE 1 – MATERIAL TERMS OF THE DIGITAL BOX SPA

SCHEDULE 1 –	MATERIAL TERMS OF THE DIGITAL BOX SPA
Parties	The Company entered into a sale and purchase agreement with the shareholders in The Digital Box S.p.A (TDB), namely Messrs Marco Landi, Roberto Calculli, Ernesto Di Iorio, Antonio Perfido and Virgilio Picca, together theRelevant Sellers.
Acquisition	The Company agreed to acquire 100% of the issued share capital of TDB from the Relevant Sellers (Acquisition).
Consideration	The consideration payable by the Company at Settlement (as that term is defined below) is: • Upfront consideration: 142,740,000 Shares in the Company to the shareholders of TDB; • 17 performance rights (Class A Performance Right) that will convert into an aggregate of up to 23,571,429 Shares, subject to TDB achieving: • €5,800,000 in Revenue3; and • an EBITDA of €616,000, in the financial year ended 30 June 2025, as independently verified by the Company's auditors4(Class A Performance Right Milestones); • 17 performance rights (Class B Performance Right) that will convert into an aggregate of up to 26,258,571 Shares subject to: • the achievement of the Class A Performance Right Milestones; and • no impairment recognition in relation to goodwill recognised as part of the Proposed Acquisition, determined by the Company's auditor by the end of the first financial year after Settlement (as that term is defined in the Acquisition Agreement), (together, theClass B Performance Right Milestones).
Settlement	Settlement of the Acquisition (Settlement) is conditional upon the satisfaction of the following conditions precedent on or before 15 October 2024, including: • (Escrow agreement (claw-back)): the Relevant Sellers entering into escrow agreements for their portion of the Upfront Consideration Shares. Under the escrow agreement the Company will have the right to buy back the Upfront Consideration Shares for $0 if the Company is required to pay any money for TDB due to breaches under any existing TDB debt agreement; • (Due Diligence): Satisfactory completion, in the opinion of the Company, of the commercial, economic, legal, accounting, tax, financial and intellectual property due diligence regarding TDB and its subsidiaries; • (Vection Approvals): Vection obtaining all necessary regulatory authorisations, including, shareholder approval and ASX approvals; • (Waiver): Evidence of a written waiver in connection with any shareholder loan granted by or to TDB or its subsidiaries having been obtained; and • (Key Management agreements): The Company and each of Mr Roberto Calculli, Mr Ernesto Di Iorio, Mr Antonio Perfido, Mr Virgilio Picca having entered into employment agreements with the Company on mutually agreed terms, for a minimum term of 3-years post Settlement
Termination	On approval of the Proposed Acquisition by the Shareholders of the Company.

The Acquisition Agreement is otherwise subject to standard terms and conditions for an agreement of its nature, including warranty, indemnity, and confidentiality provisions.

3 “Revenue” in this context means the audited sales to clients for the financial year ended 30 June 2025 (prepared in accordance with the AASB) for the Company, as independently verified by the Company’s auditor, the EBITDA for the Company for the financial year ended 30 June 2025 (prepared in accordance with the AASB), as independently verified by the Company’s auditors.

4 It being understood between the parties to the Acquisition Agreement that the Class A Performance Right Milestones shall be deemed to be achieved with headroom of 30% for the EBITDA and 10% for Revenue, respectively, as independently verified by the Company’s auditors.

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SCHEDULE 2 – TERMS AND C ONDITIONS OF PERFORMANCE RIGHTS

The following is a summary of the key terms and conditions of the Performance Rights:

(a) Milestones

The Performance Rights will vest upon satisfaction of the following milestones:

• (i) Class A Performance Rights: shall vest upon TDB achieving:

• (A) €5,800,000 in Revenue; and

• (B) an EBITDA of €616,000,

in the financial year ended 30 June 2025, as independently verified by the Company's auditors (together, the Class A Performance Right Milestones )[5] ;

• (ii) Class B Performance Rights: shall vest upon TDB achieving:

(A) the achievement of the Class A Performance Right Milestones by the end of the first financial year following the Closing Date (as that term is defined in the Acquisition Agreement); and

• (B) no impairment recognition in relation to goodwill recognised as part of the Proposed Acquisition, confirming there is no requirement to proceed with any adjustment or amortization with reference to Genesis Italia (company merged by incorporation into TDB) and to QuestIT goodwill, determined by the Company's auditor by the end of the first financial year after Settlement (as that term is defined in the Acquisition Agreement),

(together, the Class B Performance Right Milestones ),

(the Class A Performance Right Milestones and the Class B Performance Right Milestones are together, the Milestones ).

(iii) The “Revenue” means the audited sales to clients for the Fiscal Year (prepared in accordance with the Australian Accounting Standards (“AASB”)) for the Business, as independently verified by the Company’s auditor, the “EBITDA” means the Earnings Before Interest, Depreciation and Amortization for the Business for the Fiscal Year (prepared in accordance with the AASB), as independently verified by the Company’s auditors;

(b) Notification to holder

The Company shall notify the holder in writing when the relevant Milestone has been satisfied in a timely manner and in any case no later than five (5) business days from the date of publication on the ASX portal of the audited annual reports of the Company relating to the financial year in which the Milestones occur.

(c) Conversion

Subject to paragraph (n), upon vesting:

(i) each Class A Performance Right will, at the election of the holder, convert into 1,386,554 Shares; and

(ii) the Class B Performance Rights will, at the election of the holder, convert into 1,544,621 Shares,

5 The Class A Performance Right Milestones shall be deemed to be achieved with headroom of 30% for the EBITDA and 10% for Revenue, respectively, as independently verified by the Company’s auditors.

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within five (5) business days of the holder providing the Company notice of its election to convert.

(d) Expiry Date

Each Performance Right shall otherwise expire on or before the date that is 18 months from the date of issue ( Expiry Date ). If the relevant Milestone attached to the Performance Right has been achieved by the Expiry Date, all unconverted Performance Rights of the relevant tranche will automatically lapse at that time.

(e) Consideration

The Performance Rights will be issued for nil consideration and no consideration will be payable upon the conversion of the Performance Rights into Shares.

(f) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other existing Shares.

(g) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(h)

Timing of issue of Shares on conversion

Within 5 business days after the date that the Performance Rights are converted, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights converted;

• (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 conversion of the Performance Rights.

If a notice delivered under paragraph (h)(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.

(i)

Transfer of Performance Rights

The Performance Rights are not transferable.

(j) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues without exercising the Performance Right.

(k) Reorganisation of capital

If at any time the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(l) Adjustment for bonus issues of Shares

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If the Company makes a bonus issue of Shares or other securities to the Company’s existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) no changes will be made to the Performance Rights.

(g) Dividend and voting rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

• (m) Change in control

Subject to paragraph (n), upon:

• (i) a bona fide takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

• (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

• (B) having been declared unconditional by the bidder; or

• (ii) a Court granting orders approving a 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

• (iii) in any other case, a person obtains Voting Power (as defined in the Corporations Act) in the Company that the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the relevant Vesting Conditions, Performance Rights will accelerate vesting conditions and will automatically convert in accordance with paragraph (c).

(n) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraphs (c) or (m) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and

• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (n)(i) within 7 days if the Company considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(o) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (p) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(q)

ASX Listing Rule compliance

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The Board reserves the right to amend any term of the Performance Rights to ensure compliance with the ASX Listing Rules.

(r) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and conditions and those provided at law where such rights at law cannot be excluded by these terms.

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SCHEDULE 3 – TERMS AND CONDITIONS OF ATTACHING OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.018 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is three (3) years from the date of issue ( 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 five 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 (g)(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) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

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(j) 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.

(k) 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.

(l) 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.

(m) Transferability

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

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Vection Technologies Ltd | ABN 93 614 814 041

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

for Securityholder registration.

Your proxy voting instruction must be received by 10.00am (AWST) on Saturday, 26 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsah or scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE:

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Vection Technologies Ltd, to be held at 10.00am (AWST) on Monday, 28 October 2024 at Level 4, Building C, Garden Office Park, 355 Scarborough Beach Road, Osborne Park WA 6017 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 APPROVAL TO ISSUE UPRONT CONSIDERATION SHARES 2 APPROVAL TO ISSUE CLASS A PERFORMANCE RIGHTS IN CONSIDERATION FOR THE ACQUISITION OF TDB 3 APPROVAL TO ISSUE CLASS B PERFORMANCE RIGHTS IN CONSIDERATION FOR THE ACQUISITION OF TDB 4 APPROVAL TO ISSUE INTRODUCTION SHARES TO EXCHANGE CAPITAL ADVISORY PTY LTD 5 RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1 6 RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A 7 APPROVAL TO ISSUE FREE ATTACHING OPTIONS 8 APPROVAL TO ISSUE BROKER OPTIONS

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).
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