VECTION TECHNOLOGIES LTD — Governance Information 2023

Nov 19, 2023

20 November 2023, Australia

==> picture [596 x 97] intentionally omitted <==

ASX RELEASE

UPDATED SECURITIES TRADING POLICY

Vection Technologies Ltd (ASX:VR1, OTC:VCTNY), ("Vection Technologies" or the "Company"), advises that as part of a review of its governance policies and procedures, it has updated its Securities Trading Policy, effective 17 November 2023.

Please find attached the updated Securities Trading Policy.

AUTHORISATION:

This ASX release is authorised by the Board of Directors of Vection Technologies Limited, in accordance with ASX Listing Rule 12.10

ENDS

INVESTOR RELATIONS CONTACT DETAILS:

Gianmarco Biagi - Managing Director (Europe Based) Email: gianmarco.biagi@vection-technologies.com Phone: +39 051 014 2248

Gianmarco Orgnoni – Director, CSO & CMO (Australia Based) Email: gianmarco.orgnoni@vection-technologies.com Phone: +61 8 6380 7446

ABOUT VECTION TECHNOLOGIES:

Vection Technologies is a growing enterprise-focused company that helps businesses bridge the physical and digital worlds. We help organisations leverage their 3D data via powerful extended reality (XR) interfaces that foster collaboration and learning, grow sales and more.

Vection Technologies is listed on the Australian Securities Exchange (ASX) with ticker code VR1, and trades on the U.S. over-the-counter (OTC) markets under the symbol VCTNY.

For more information, please visit: www.vection-technologies.com

VECTION TECHNOLOGIES LTD

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

WEBSITE

www.vection-technologies.com

GLOBAL OFFICES

PERTH | SYDNEY | SAN FRANCISCO | MILAN | BOLOGNA | ROME | BARI | ABU DHABI | AHMEDABAD

REGISTERED OFFICE

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

V

INTEGRATED XR

Page 1

==> picture [596 x 97] intentionally omitted <==

==> picture [455 x 105] intentionally omitted <==

Securities Trading Policy

==> picture [455 x 50] intentionally omitted <==

Vection Technologies Limited (ACN 614 814 041) Adopted by the Board on 17 November 2023

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

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

REGISTERED OFFICE

V

INTEGRATED XR

Page 1

==> picture [596 x 97] intentionally omitted <==

1. Purpose of this Policy

• a) The Corporations Act 2001 (Cth) (Corporations Act) prohibits the trading in shares, options, debentures (including convertible notes) and other securities (securities) of a company by any person who is in possession of price-sensitive information regarding that company that is not generally available. The Corporations Act:

• a. imposes substantial penalties on persons who breach those provisions; and

• b. applies to the extent of any inconsistency between it and this policy.

• b) This policy regulates dealings by directors and certain officers of Vection Technologies Limited (ACN 614 814 041) (“Vection Technologies” or the “Company”) and other designated persons, in securities in Vection Technologies about which they acquire Inside Information through their position or dealings with the Company.

• c) This policy is not designed to prohibit the Vection Technologies’ Persons from investing in the Company’s securities, but does recognise that there may be times when directors, officers or certain employees cannot or should not invest in Vection Technologies’ securities.

• d) This policy applies to all the securities of the company, including (but not limited to) securities listed on exchanges outside of Australia.

2. Definitions

For the purposes of this policy:

• a) “Vection Technologies Person” means:

• a. all Directors and Senior Management, any person involved in the monthly, quarterly, half-yearly and annual reporting process to the Board, and any other person designated a Vection Technologies Person by the Board in writing; and

• b. also includes:

  • i) a company or trust controlled by any of the persons referred to in sub-paragraph (i) above; and

  • ii) for the purposes of section 4 only, a spouse (including a de facto spouse), child (including a stepchild or adopted child) under the age of 18, any other family member or person financially dependent on or acting in concert with any of the persons referred to in sub-paragraph (i) above.

• b) “Blackout Period” has the meaning given in section 4.1 of this policy;

• c) “Board” means the board of directors of the Company from time to time;

• d) “Company Secretary” means the secretary of the Company from time to time;

• e) “Directors and Senior Management” means each director of Vection Technologies, the Chief Executive Officer, the Chief Financial Officer and Company Secretary of Vection Technologies, Key Management Personnel and persons as the Board decides from time to time;

• f) “Inside Information” has the meaning given in section 3.2 of this policy; and

• g) “Key Management Personnel” has the meaning given in the Corporations Act.

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

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

REGISTERED OFFICE

INTEGRATED XR

Page 2

==> picture [596 x 97] intentionally omitted <==

3. Insider trading

3.1. General prohibition on insider trading

• a) No Vection Technologies Person may, while in possession of Inside Information concerning Vection Technologies, in breach of the Corporations Act:

• a. buy or sell any Vection Technologies securities at any time;

• b. procure another person to deal in Vection Technologies securities in any way; or

• c. pass on any Inside Information to another person for that person’s own personal gain by dealing in Vection Technologies securities in any way.

• b) All Vection Technologies Persons are prohibited from dealing in the securities of outside companies about which they acquire Inside Information through their position with Vection Technologies.

• c) The requirements imposed by this policy are in addition to any legal prohibitions on insider trading. Trading in Vection Technologies securities is prohibited at any time by a director or a Vection Technologies Person if that person possesses Inside Information.

3.2. Inside Information

A Vection Technologies Person is responsible for assessing whether they possess “Inside Information”. This occurs where:

• a) the person possesses information that is not generally available to the public and, if the information were generally available, a reasonable person would expect it to have a material effect on the price or value of Vection Technologies’ securities (or a decision whether or not to trade in them); and

• b) the person knows, or ought reasonably to know, that the information is not generally available and, if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Vection Technologies’ securities.

• c) A reasonable person would be taken to expect information to have a material effect on the price or value of securities if the information would, or would be likely to, influence a person who commonly invests in securities to either deal or not deal in securities in any way. Inside Information in relation to the securities of outside companies has the same meaning for the purposes of this policy, except that references to “Vection Technologies’ securities” should be read as references to the securities of the outside company.

4. Restriction on trading in Blackout Periods

4.1. Blackout Periods

• a) Vection Technologies Persons, subject to sections 4.3 and 6, may not buy or sell Vection Technologies’ securities during a Blackout Period.

• b) “Blackout Periods” are times when Vection Technologies Persons must not deal in the Company’s securities.

VECTION TECHNOLOGIES LTD

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

REGISTERED OFFICE

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

INTEGRATED XR

Page 3

==> picture [596 x 97] intentionally omitted <==

The following are mandated Blackout Periods:

• a. from the close of the ASX trading day on 31 December each year, until 10:00am AEST on the ASX trading day following the day on which the Company's half yearly results are released to the ASX;

• b. from the close of the ASX trading day on 30 June each year, until 10:00am AEST on the ASX trading day following the day on which the Company's full year results are released to the ASX;

• c. from the close of the ASX trading day two weeks prior to the date of the Company’s AGM until 10:00am AEST on the ASX trading day following the date of the Company’s AGM; and

• d. any other period that the Board specifies from time to time.

If 30 June or 31 December are not ASX trading days, then the Blackout Period begins on the preceding ASX trading day.

During Blackout Periods, Vection Technologies Persons must not deal in any of the Company's financial products or securities, or in any securities related to them.

4.2. Notifications

• a) Vection Technologies Persons must:

• a. prior to dealing in Vection Technologies securities outside a Blackout Period or where paragraph 5 requires the person to obtain a consent under paragraph 4.2, notify the relevant person in paragraph 4.2(c) (the Authorising Officer) of their proposed dealing and obtain consent from the Authorising Officer; and

• b. confirm that they are not in possession of any Inside Information; and

• c. after dealing with the Vection Technologies securities, provide the Authorising Officer with a transaction confirmation.

• b) For the avoidance of doubt, the Vection Technologies Person seeking authorisation cannot be their own Authorising Officer.

• c) Authorising Officer:

Vection Technologies Person seekingauthorisation	AuthorisingOfficer
Chair of the Board	The Company Secretary who then consults with the Chair of the Audit and Risk Committee, or (if the same person), a Non-Executive Director
Other directors, the CEO, Company Secretary and any other Key Management Personnel, or any other persons designated bythe Board from time to time	The Company Secretary, who then consults with the Chair of the Board and in his/her absence, the chair of the Audit and Risk Committee.
Any other Vection Technologies Person	The Company Secretary or, in his/her absence, the Chief Executive Officer.

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

REGISTERED OFFICE

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

INTEGRATED XR

Page 4

==> picture [596 x 97] intentionally omitted <==

4.3. Exceptional circumstances

• a) In exceptional circumstances the Authorising Officer, has discretion to approve dealings in Vection Technologies securities during a Blackout Period, or other dealings that would otherwise be prohibited by this policy. Any approval given under this section 4.3(a), must be provided by electronic delivery via email. The notification requirements still apply. For the avoidance of doubt, no approvals shall be provided verbally.

• b) What constitutes “exceptional circumstances” will be assessed on a case-by-case basis within the absolute discretion of the Board, and may include, without limitation, severe financial hardship or a requirement to comply with a court order or court enforceable undertaking.

4.4. Company secretary to maintain records

The Company Secretary will maintain a copy of:

• a) all requests for an approval to deal in Vection Technologies securities submitted by a Vection Technologies Person; and

• b) details of all dealings in Vection Technologies’ securities made by a Vection Technologies Person.

5. Other restrictions

5.1. No speculative trading

Under no circumstances should Vection Technologies’ Persons engage in short-term or speculative trading in Vection Technologies’ securities. This prohibition includes short term direct dealing in Vection Technologies’ securities as well as transactions in the derivative markets, involving exchange traded options, share warrants, contracts for difference, and other similar instruments, which are short term or speculative.

5.2. No protection arrangements

The entering into of all types of “protection arrangements” for any Vection Technologies’ securities (or VECTION Vection Technologies’ products in the derivatives markets):

• a) is prohibited at any time in respect of any Vection Technologies securities which are unvested or subject to a holding lock; and

• b) otherwise, requires consent under paragraph 4.2.

For the avoidance of doubt and without limiting the generality of this policy, entering into protection arrangements includes entering into transactions which:

• c) Amount to “short selling” of securities beyond the Vection Technologies Person’s holding of securities; d) Operate to limit the economic risk of any Vection Technologies Person’s security holding (e.g. hedging arrangements) including Vection Technologies’ securities held beneficially (for example, in trust or under any Vection Technologies incentive plan) on that Vection Technologies Person’s behalf; or

• e) Otherwise enable a Vection Technologies Person to profit from a decrease in the market price of securities.

VECTION TECHNOLOGIES LTD

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

Osborne Park WA 6017 - Australia

REGISTERED OFFICE

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

INTEGRATED XR

Page 5

==> picture [596 x 97] intentionally omitted <==

• 5.3. No granting of security over Vection Technologies’ securities or entering into margin lending arrangements:

• a) Vection Technologies Persons may not at any time, directly or indirectly, grant any form of security (whether by way of charge, mortgage, pledge or otherwise) over any Vection Technologies securities which are unvested or subject to a holding lock, to secure any obligation of that Vection Technologies Person or any third party or enter into any margin lending arrangement involving Vection Technologies securities.

• b) Unless paragraph (a) applies, Vection Technologies Persons may, directly or indirectly, grant any form of security (whether by way of charge, mortgage, pledge or otherwise) over any Vection Technologies securities, to secure any obligation of that Vection Technologies Person or any third party or enter into any margin lending arrangement involving Vection Technologies securities, with consent under paragraph 4.2.

6. Exemptions

• a) Vection Technologies Persons may at any time:

• a. trade Vection Technologies securities where the trading does not result in a change of beneficial interest in the securities;

• b. acquire securities under any director or employee security plan or through the exercise of options or performance rights under an option or performance rights plan or acquire, or agree to acquire, options or performance rights under an option or performance rights plan. However, any dealing in those securities remains subject to this policy and the provisions of the Corporations Act;

• c. transfer Vection Technologies securities already held into a self-managed superannuation fund or other saving scheme in which the restricted person is a beneficiary;

• d. acquire Vection Technologies’ ordinary shares by conversion of securities giving a right of conversion to Vection Technologies’ ordinary shares;

• e. acquire Vection Technologies’ securities under a bonus issue made to all holders of securities of the same class;

• f. undertake to accept, or accept, a takeover offer;

• g. invest in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of Vection Technologies) where the assets of the fund or other scheme are invested at the discretion of a third party;

• h. a disposal of Vection Technologies securities that is the result of a secured lender exercising their rights under a loan or security agreement;

• i. where a restricted person is a trustee, trade in the securities managed by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person;

• j. trade under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan or an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes deciding whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue.

• b) If a Vection Technologies Person undertakes any of the actions described in paragraph (a), that Vection Technologies Person must advise the relevant Authorising Officer (as set out in clause 4.2(c)).

VECTION TECHNOLOGIES LTD

REGISTERED OFFICE

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

Osborne Park WA 6017 - Australia

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

INTEGRATED XR

Page 6

==> picture [596 x 97] intentionally omitted <==

7. ASX Notifications

• a) Vection Technologies must notify ASX within 5 business days after any change to a director’s relevant interest in Vection Technologies securities or a related body corporate of Vection Technologies, including whether the change occurred inside a Blackout Period and, if so, whether prior written clearance was provided.

• b) To enable Vection Technologies to comply with the obligation set out in paragraph (a), a director must immediately (and no later than 3 business days after any relevant event) notify the Company Secretary in writing of the requisite information for the Company Secretary to make the necessary notifications to the Australian Securities and Investments Commission and ASX as required under the Corporations Act and ASX Listing Rules.

• c) If Vection Technologies makes a material change to this trading policy, the amended trading policy will be provided to the ASX for release to the market within 5 business days of the material changes taking effect.

8. General

• a) A breach of this policy will be regarded seriously and may lead to disciplinary action, including dismissal.

• b) This policy will be made available on the Vection Technologies’ website.

• c) If you require any further information or assistance, or are uncertain about the application of the law or this trading policy in any situation, please contact the Company Secretary.

VECTION TECHNOLOGIES LTD

ASX:VR1; OTC:VCTNY | ACN: 614 814 041

REGISTERED OFFICE

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

INTEGRATED XR

Page 7