VECTION TECHNOLOGIES LTD — Proxy Solicitation & Information Statement 2020

Mar 22, 2020

VECTION TECHNOLOGIES LIMITED ACN 614 814 041

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am DATE : 23 April 2020 PLACE : Suite 1 437 Roberts Road SUBIACO WA 6008

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

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.

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 10am on 21 April 2020.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE 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 165,505,199 Shares to the Vendors as consideration for the acquisition of Mindesk on the terms and conditions set out in the Explanatory Statement.”

If Resolution 1 is not approved, the Directors will withdraw Resolutions 2 – 4.

Voting Exclusion :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the 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.

2. RESOLUTION 2 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES A

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 8,000,000 Shares to the Vendors as consideration for the acquisition of Mindesk on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the 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.

3. RESOLUTION 3 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES B

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 20,000,000 Shares to the Vendors as consideration for the acquisition of Mindesk on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the 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.

4. RESOLUTION 4 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES C

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 40,000,000 Shares to the Vendors as consideration for the acquisition of Mindesk on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the 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.

Dated: 23 March 2020

By order of the Board

Derek Hall Company Secretary

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

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

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

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

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 .

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.

Resolutions 2 – 4 are conditional on Resolution 1 being approved.

If Resolution 1 is not approved, then Resolutions 2 – 4 will be withdrawn.

1. BACKGROUND TO ACQUISTION OF MINDESK

1.1 Mindesk, Inc

As announced on 2 March 2020, the Company has entered into a share sale agreement with Mindesk Inc, a Delaware, USA incorporated company ( Mindesk ) and the shareholders of Mindesk ( Vendors ) ( Share Sale Agreement ), pursuant to which the Vendors have agreed to sell, and the Company has agreed to purchase, 100% of the fully paid ordinary shares in the capital of Mindesk ( Mindesk Shares ) ( Proposed Transaction ). A full list of the Vendors, and their percentage shareholding in Mindesk, is set out in Schedule C.

Mindesk has developed the first Software as a Service ( SaaS ) real-time 3D design platform that combines Computer Aided Design ( CAD ) with Virtual Reality ( VR ) and graphic engines.

Mindesk’s product is a native VR interface for CAD software, enabling the user to design directly in CAD via VR. While the Company’s existing VR product, “FrameS”, enables the user to export projects and designs from CAD to VR, Mindesk enables the user to design directly in VR via a live-link (from VR to CAD and vice versa). The Directors believe that together, Mindesk and FrameS represent the next generation of configurators powered by real-time connection to manufacturer design data.

Mindesk is effectively a plug in to CAD software and is a ‘bolt on’ to the Company’s current product suite, focussing on the design stage of the product development process.

Mindesk is structured in two distinct entities:

• (a) Mindesk Inc: a Delaware, USA incorporated company, which manages Mindesk sales and is the 100% holding company for Mindesk Srl; and

• (b) Mindesk Srl: an Italian proprietary company which is the research and development ( R&D ) centre of Mindesk.

The Directors believe that the acquisition of Mindesk will allow the Company to complement its existing product offering and drive further differentiation and growth across commercial CAD software for the architecture, engineering and construction industries. The addition of Mindesk to Vection’s existing product suite will accelerate Vection’s SaaS CAD strategy, in both the design and manufacturing workflows and also unlocking tremendous value for engineers, architects and designers in the initial phases of product development.

1.2 Reasons for the Proposed Transaction

The Directors have pursued and investigated the Proposed Transaction for the following reasons:

(a) Product Suite

With the addition of Mindesk, Vection can accelerate its commercial growth strategy to bring to market a 360° suite of software solutions addressing client companies’ digital needs, from design and engineering, to marketing and sales. With Mindesk, the Board believe Vection can establish itself as the technology partner for companies looking to transform their workflows and processes.

(b) Geographic Expansion and Enhanced Sales Opportunities

Vection, together with Mindesk, can leverage a strong value added and distribution network covering North America, Europe and Asia Pacific. This network, coupled with Mindesk’s existing online e- commerce presence, represents a strong sales opportunity for Vection’s diversified product suite.

(c) Management Team

One of Mindesk’s greatest assets is its management and software development team:

• (i) Gabriele Sorrento (CEO): Fulbright Alumnus, M.Sc. in Architectural Engineering, 13+ years of experience in 3D CAD, previously worked with Renzo Piano Building Workshop and Heller Manus Architects.

• (ii) Sergio Giorgio (CTO): 37+ years of experience in the development of automation, gaming, 3D graphics and Artificial Intelligence software. Previously worked for Alstom Ferroviaria (10 years) as Senior Architect and Developer. Developed and managed the national and regional system for the railways public information, circulation and safety.

• (iii) Vittorio Bava (Head of Saas): serial founder with experience in start-ups in food tech and consumer internet, he started his career at Google as a tech analyst. He holds a MSc. in international management from ESADE, Barcelona, and a BSc. in business administration from Bocconi University, Milan.

• (iv) Development team: composed of well qualified engineers with prior experiences at Airbus, General Electric, Epic Games and Bentley. All team members are committed to the long-term success of the combined group being also minority shareholders.

(d) Synergies

Vection and Mindesk can combine and integrate back-office and R&D frameworks, providing for significant cost savings. Additionally, combining the sales networks represents a strong growth opportunity to achieve short-term sales increase, at minimum cost.

1.3 Company intentions following the Proposed Transaction

Following the Proposed Transaction, Vection’s Board intends to accelerate its subscription-based growth strategy via the following commercial priorities:

(a) Sales Focus

Leveraging the combined group's market presence and its online ecommerce presence, to focus on near-term sales initiatives to accelerate subscription uptake across the group's product suite.

(b) Shared Resources

Mindesk's SaaS infrastructure represents an opportunity for the Company to achieve user adoption growth with minimum upfront capital expenditure.

(c) Technology Partnerships

The Company intends to integrate its product suite with Mindesk’s established group of clients and solution providers to increase its market share.

(d) Client Access

Vection enables Mindesk to reach a new customer base, providing for further, significant growth opportunities.

The Company remains committed to its existing products and will maintain its existing senior management structure following the Proposed Transaction. Mindesk presents a unique opportunity for the Company’s growth, and an immediate opportunity to acquire a truly complementary bolt on and to access the US market.

1.4 Material terms of Proposed Transaction

(a) Conditions Precedent

The material conditions precedent which must be satisfied prior to the Company completing the Proposed Transaction include:

(i) Approvals

The Company obtaining:

• (A) all shareholder approvals required by the Corporations Act and the ASX Listing Rules in order to proceed with and implement the Proposed Transaction, which importantly includes the approval sought pursuant to Resolution 1;

• (B) all necessary corporate and regulatory approvals and all necessary resolutions of its board of directors required in order to proceed with and implement the Proposed Transaction; and

• (C) all required governmental, regulatory, ASX and ASIC approvals, licences and permits necessary for the

Proposed Transaction to complete and for the Company to operate its business.

Other than the shareholder approval sought pursuant to this Notice, all other approvals (including Mindesk shareholder approval) have been obtained.

(ii) Escrow Agreements

The Vendors entering into restriction agreements in respect of the consideration securities to be issued to them, for a minimum period of 12 months from the date of issue or for the period required under the ASX Listing Rules, by the ASX or by the Company. Restriction agreements are currently being reviewed and will be executed prior to the issue of the Consideration Shares.

(iii)

Net Cash

Mindesk retaining Net Cash of €750,000.00 (seven-hundred and fifty thousand euros) at settlement of the Proposed Transaction. The net cash condition is being monitored by the Company and is currently being met.

(iv) Management Agreements

Each of Gabriele Sorrento, Sergio Giorgio and Vittorio Amedeo Bava (who are the current senior management of Mindesk) entering into contracting and/or employment agreements with Mindesk. Each of these agreements has been finalised, and will be entered into by the Company and the relevant management personnel prior to settlement of the Proposed Transaction.

(together, the Conditions Precedent ).

(b) Board Appointment

At settlement, the Company must appoint Gabriele Sorrento to its Board of Directors as a Non-Executive Director to further develop the Company’s and Mindesk's combined software as a service strategy, including but not limited to FrameS and Mindesk's current products, and international relationships with major companies in the technology industry.

Mr Sorrento, in his capacity as a shareholder in Mindesk, is also a Vendor, and following his appointment to the Board, will be a related party of the Company.

(c) Consideration

The consideration payable by the Company is comprised of eight (8) tranches of fully paid ordinary shares in the capital of the Company.

For the purposes of the remainder of Section 1.4(c) of this Notice, the following terms have the following definitions:

• (i) Consideration Shares means 165,505,199 Shares to be issued by the Company to the Vendors;

• (ii) Mindesk Revenues means the audited revenue generated by Mindesk developed products, including non-refundable grants provided by third parties, but excluding any and all tax credits;

• (iii) Combined Revenue means the revenue generated by the Company (including Mindesk) but excluding any acquisitions conducted by the Company and/or body related corporate following settlement of the Proposed Transaction;

• (iv) Deferred Consideration means the following additional Shares to be issued by the Company to the Vendors:

• (A) Deferred Consideration A

8,000,000 Shares upon Mindesk achieving specific milestones relating to the development and testing of a collaboration module compatible with or otherwise integrated into the Mindesk plugin for McNeel Rhinoceros 6 (set out fully in Schedule A) on or prior to 31 December 2021.

• (B) Deferred Consideration B – 2020

• (I) 9,000,000 Shares upon the achievement of minimum audited Mindesk Revenues equal to €920,001 (nine-hundred twenty thousand and one euro) in calendar year 2020; or

• (II) 20,000,000 Shares upon the achievement of minimum audited Mindesk Revenues equal to €1,300,001 (one million three hundred thousand and one euro) in calendar year 2020.

Mindesk has not yet recorded any material revenue against this milestone in the current calendar year. Mindesk is currently in negotiations for contracts which are expected to generate more material revenue (towards achievement of this milestone) during this year, following settlement of the Proposed Transaction.

(A) Deferred Consideration C – 2021

• (I) 18,000,000 Shares upon the achievement of minimum audited Mindesk Revenues equal to €2,950,001 (two million nine hundred fifty thousand and one euro) in calendar year 2021; or

• (II) 40,000,000 Shares upon the achievement of minimum audited Mindesk Revenues equal to €4,400,001 (four million four hundred thousand and one euro) in calendar year 2021.

(v) Purchaser Group Deferred Consideration

The Company and the Vendors foresee that, following settlement and by commencement of calendar year 2021, the Company (along with Mindesk) will jointly develop and commercialise multiple software products and services, and thus performance milestones solely related to the performance by Mindesk would not depict a correct picture of the value of the New Business. Hence, the Company and Mindesk consider it would be in the best interest of their shareholders to benchmark the issue of deferred consideration Shares subject to the combined group results, such results to exclude any acquisition occurring following settlement of the Proposed Transaction.

The above statement is made on the basis that the Company intends to integrate the Mindesk business within its existing operations, and as such the Company intends to develop products that combine the existing technologies of the two companies which it believes will generate value and increased commercialisation opportunities.

Following the Proposed Transaction, the Company intends to:

• (A) have a software product suite consisting of FrameS, FrameS Training, FrameS Dental, E-Health Application, 3D Configurators, Logistics AR software and Mindesk;

• (B) develop additional software to bring to market during calendar year 2020;

• (C) integrate Mindesk as an additional solution addressing a segment not currently covered by its existing product suite;

• (D) (during 2020) consolidate the back-office, marketing & sales, R&D and software development functions of both Mindesk and the Company’s existing businesses, generating significant efficiencies and cost savings, as well as significant sales upside potential across multiple markets; and

• (E) (during 2021) release several new products utilising its consolidated team to develop and market all of the Company’s products.

On and from calendar year 2021 therefore, it will be impossible to relate precise group financial results to the efforts of a particular software development team or product.

In order to reflect this, the milestones attached to all deferred consideration Shares from year 2021 (being Deferred Consideration D – G) shall be subject to shareholder approval and have been related to the group’s combined revenue rather than the standalone revenue of Mindesk.

The Company will also ensure that the audited revenue milestones for each of Deferred Consideration D – G exclude

any and all additional acquisitions the Company may make following settlement of the Proposed Transaction.

(A) Deferred Consideration D – 2021

• (I) 2,000,000 Shares upon the achievement of minimum audited Combined Revenue equal to €9,300,001 (nine million three-hundred thousand and one euro) in calendar year 2021; or

• (II) 5,000,000 Shares upon the achievement of minimum audited Combined Revenue equal to €12,000,001 (twelve million and one euro) in calendar year 2021.

(B) Deferred Consideration E – 2022

• (I) 2,000,000 Shares upon the achievement of minimum audited Combined Revenue equal to €15,000,001 (fifteen million and one euro) in calendar year 2022; or

• (II) 5,000,000 Shares upon the achievement of minimum audited Combined Revenue equal to €20,000,001 (twenty million and one euro) in calendar year 2022 ( Financials 22 ).

(C) Deferred Consideration F – 2023

15,000,000 Shares upon the achievement of minimum audited Combined Revenue in the calendar year 2023 equal to at least 10% (ten percent) increase over the Financials 2022 ( Financials 2023 ).

(D) Deferred Consideration G – 2024

15,000,000 Shares upon the achievement of minimum audited Combined Revenue in calendar year 2024 financial period equal to at least 10% (ten percent) increase over the Financials 2023.

Shareholders should note that the Company will not vary any of the above milestones upon which the Deferred Consideration will be issued.

(d) Consideration summary table

	Scenario A	Scenario B
Consideration Shares	165,505,199	165,505,199
Deferred Consideration A	8,000,000	8,000,000
Deferred Consideration B	9,000,000	20,000,000
Deferred Consideration C	18,000,000	40,000,000
Deferred Consideration D	2,000,000	5,000,000
Deferred Consideration E	2,000,000	5,000,000

	Scenario A	Scenario B
Deferred Consideration F	15,000,000	15,000,000
Deferred Consideration G	15,000,000	15,000,000
Total	234,505,199	273,505,199

• (e) Events of Default – there are no events of default under the Share Sale Agreement.

1.5 Capital structure

The anticipated effect of the Proposed Transaction on the capital structure of the Company will be as follows:

	Shares	Options	Performance Rights	Deferred Consideration Shares
Current issued capital	657,171,676	2,500,0001	172,500,0002	Nil
Proposed Transaction	165,505,199	Nil	Nil	108,000,0003
Total	822,676,875	2,500,000	172,500,000	108,000,000

Notes :

1. Unquoted options exercisable at $0.30 each and expiring on 16 March 2020.

2. Comprising of:

3. (a) 50,000,000 performance rights each converting into Shares (on a one for one basis) upon Vection Italy Srl ( Vection Italy ) earnings before interest, tax, depreciation and amortization at the end of a financial year being at least $500,000 (as verified by the Company’s auditors) within 24 months of 12 April 2019;

4. (b) 50,000,000 performance rights each converting into Shares (on a one for one basis) upon the revenue generated by Vection Italy achieving a minimum of $1,500,000 (as verified by the Company’s auditors) within 24 months of 12 April 2019;

5. (c) 50,000,000 performance rights each converting into Shares (on a one for one basis) upon:

   • (i) the volume weighted average price for the Shares on twenty (20) consecutive days on which sales are recorded being no less than $0.03; and

   • (ii) the revenue generated by Vection Italy achieving a minimum of $2,500,000 (as verified by the Company’s auditors) within 36 months of 12 April 2019.

6. (d) 7,500,000 performance rights each converting into Shares (on a one for one basis) upon the average price for the Shares on fourteen (14) consecutive days on which sales are recorded being no less than $0.035;

7. (e) 7,500,000 performance rights each converting into Shares (on a one for one basis) upon the average price for the Shares on fourteen (14) consecutive days on which sales are recorded being no less than $0.045; and

8. (f) 7,500,000 performance rights each converting into Shares (on a one for one basis) upon the average price for the Shares on fourteen (14) consecutive days on which sales are recorded being no less than $0.065.

9. Please refer to Section 1.4(d) above. This number assumes the maximum number of Deferred Consideration shares are issued by the Company.

1.6 Pro forma balance sheet

A pro forma balance sheet as at 31 December 2019 which incorporates the Proposed Transaction is set out in Schedule D.

1.7

Proposed timetable

The current proposed timetable is as follows:

Event	Date
ASX announcement of the Proposed Transaction	2 March 2020
Satisfaction (or waiver) of the Conditions Precedent	24 April 2020
Settlement of Proposed Transaction	30 April 2020

The above timetable is indicative only and subject to change.

1.8 Dilution

In addition, Shareholders should note that the issue of both the Consideration Shares and each tranche of Deferred Consideration will dilute their holdings.

If only the Consideration Shares (the subject of Resolution 1) are issued, the Company will issue 165,505,199 Shares, diluting each Shareholder by approximately 25.2% (as compared to their holdings and number of Shares on issue as at the date of this Notice).

Examples of how the issue of Deferred Consideration would further dilute each Shareholder’s holding is set out in the table below:

	Scenario A	Dilution	Scenario B	Dilution
Consideration Shares (Resolution 1)	165,505,199	25.1%	165,505,199	25.1%
Deferred Consideration A (Resolution 2)	8,000,000	1.22%	8,000,000	1.22%
Deferred Consideration B (Resolution 3)	9,000,000	1.37%	20,000,000	3.04%
Deferred Consideration C (Resolution 4)	18,000,000	2.74%	40,000,000	6.09%
Deferred Consideration D (subject to future shareholder approval)	2,000,000	0.30%	5,000,000	0.76%
Deferred Consideration E (subject tofuture	2,000,000	0.30%	5,000,000	0.76%

	Scenario A	Dilution	Scenario B	Dilution
shareholder approval)
Deferred Consideration F (subject to future shareholder approval)	15,000,000	2.28%	15,000,000	2.28%
Deferred Consideration G (subject to future shareholder approval)	15,000,000	2.28%	15,000,000	2.28%
Total	234,505,199	35.68%	273,505,199	41.62%

Notes:

1. The dilutionary effect shown in the table above reflects the dilutionary effect of the issue of each tranche of Deferred Consideration, when compared to the number of Shares currently on issue. The above table does not reflect the dilutionary effect of any other capital raising activities the Company may conduct.

2. The dilutionary effect shown in the table shows both the minimum and maximum percentage of dilution should the Company issue either the maximum or minimum number of Deferred Consideration Shares.

1.9 ASX Waivers for issue of Deferred Consideration A - C

ASX Listing Rule 7.1 requires listed companies to obtain shareholder approval prior to the issue of shares, or securities convertible into shares, representing more than 15% of the issued capital of a listed company in any 12-month period. If the Company obtains shareholder approval for the issue of securities (in accordance with the ASX Listing Rules) the issue of those securities will not be deducted from the Company’s 15% placement capacity.

ASX Listing Rule 7.3 sets out the requirements for shareholder approval under ASX Listing Rule 7.1. In particular, ASX Listing Rule 7.3.4 provides that the notice of meeting must (inter alia) state the date on or by which the entity will issue the securities and that the securities must be issued no later than 3 months after the date of the meeting or such later date as may be permitted by any ASX waiver or modification of the ASX Listing Rules.

The underlying policy of this ASX Listing Rule 7.3.4 is to provide certainty to security holders and ensure that securities are issued before the approval is “stale” or vitiated by a change in the entity’s circumstances.

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

Listing Rule 10.11 protects a listed entity's security holders by preventing a related party from obtaining shares on advantageous terms and increasing the related

party's holding proportionate to other holdings. The underlying policy is to ensure that an issue of securities to a related party that has been approved by security holders is made within a reasonable timeframe following the approval, so that that it is less likely that the circumstances in which the issue is made will have changed materially from those prevailing at the time the approval was given.

Similarly to ASX Listing Rule 7.3.4, ASX Listing rule 10.13.5 provides that the notice of meeting seeking approval for the issue of shares to a related party must (inter alia) state the date on or by which the entity will issue the securities and that the securities must be issued no later than 1 month after the date of the meeting or such later date as may be permitted by any ASX waiver or modification of the Listing Rules.

The Company has sought, and on 21 February 2020 received, waivers ( Waivers ) from the ASX in relation to ASX Listing Rules 7.3.4 and 10.13.5 to enable the Company to issue, subject to satisfaction of the Conditions Precedent and the relevant milestone, Deferred Consideration tranches A – C to the Vendors (and Mr Gabriele Sorrento following his appointment as a Director) in accordance with the periods set out in Section 1.4(c) above.

Accordingly, subject to Resolutions 2 – 4 passing, due to the Company receiving the Waivers, the Company may issue the Consideration Shares and the Deferred Consideration Tranches A – C at various times prior to the end of calendar year 2021, which will be more than 1 and 3 months following the date of the meeting.

The Waivers were conditionally granted to the Company. The full terms of the Conditions attaching to the waivers are set out in Schedule B.

1.10 Listing Rule 10.11 approval not required

A summary of Listing Rule 10.11 is set out in Section 1.9 above.

The Consideration Shares and Deferred Consideration tranches A – C will be issued to the Vendors, who (other than Mr Gabriele Sorrento) are not related parties of the Company.

Mr Gabriele Sorrento is a related party of the Company in accordance with Listing Rule 10.11.1 and by virtue of section 228(6) of the Corporations Act and his anticipated appointment as a Director pursuant to the Proposed Transaction.

As Mr Sorrento is only a related party by reason of the Proposed Transaction, the Company will not require Listing Rule 10.11 approval for the issue of the Consideration Shares and Deferred Consideration tranches A – C as it will rely on Listing Rule 10.12 (Exception 12).

1.11 Resolutions 1 – 4

The Waivers relate solely to Deferred Consideration tranches A – C. The Company will seek shareholder approval in due course for the issue of Deferred Consideration tranches D – G.

Resolutions 1 – 4 of this Notice are seeking:

(a) approval for the Company to issue the Consideration Shares at settlement of the Proposed Transaction (Resolution 1); and

• (b) pre-approval for the Company to issue Deferred Consideration tranches A – C in due course (later than 3 months from the date of the Meeting), as and when the relevant Milestone is achieved by Mindesk (Resolutions 2 – 4).

2. RESOLUTION 1 – APPROVAL TO ISSUE CONSIDERATION SHARES

2.1 General

As set out in Section 1.1 above and as announced on 2 March 2020, the Company has entered into an agreement for the acquisition of Mindesk Inc.

Upfront consideration for the acquisition ( Consideration Shares ) is the issue of 165,505,199 Shares in consideration for the the acquisition of Mindesk.

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.

The proposed issue of the Consideration Shares does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s shareholders under Listing Rule 7.1.

Resolution 1 seeks the required shareholder approval for the issue of the Consideration Shares under and for the purposes of Listing Rule 7.1.

2.2 Technical information required by Listing Rule 14.1A

If Resolution 1 is not passed, the Company will not be able to satisfy the Condition Precedent to the Proposed Transaction and will be unable to proceed with the Proposed Transaction.

The Company will also be unable to issue the Consideration Shares.

If Resolution 1 is not passed, the Company will continue to develop its existing products to ensure value creation for shareholders and will continue to pursue partnership and M&A opportunities to support its long-term vision of creating a 360° real-time software product suite.

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Consideration Shares. In addition, the issue of the Consideration Shares 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.

2.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) the Consideration Shares will be issued to the Vendors, none of whom (other than Mr Gabriele Sorrento) are related parties of the Company. As Mr Sorrento is only a related party by reason of the Proposed Transaction, the Company will not require Listing Rule 10.11 approval as it will rely on Listing Rule 10.12 (Exception 12);

• (b) the maximum number of Consideration Shares to be issued is 165,505,199;

• (c) the deemed issue price per Consideration Share is A$0.025;

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

• (e) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Consideration Shares will occur on the same date, being the date the Proposed Transaction settles;

• (f) no funds will be raised from the issue as the Consideration Shares will be issued in consideration for the acquisition of Mindesk; and

• (g) a summary of the material terms of the Share Sale Agreement is set out in Section 1.4 above.

3. RESOLUTIONS 2 TO 4 – APPROVAL TO ISSUE DEFERRED CONSIDERATION SHARES

3.1 General

In addition to the Consideration Shares, the Company has agreed to issue the Vendors additional Shares upon Mindesk (as the Company’s wholly owned subsidiary) achieving various audited revenue milestones.

For the remainder of this Notice, references to Mindesk Revenue Deferred Consideration is a reference to Deferred Consideration tranches A, B and C (together).

As set out above, and pursuant to the Waivers, the Company is seeking preapproval for the Company to issue the Mindesk Revenue Deferred Consideration in due course (later than 3 months from the date of the Meeting), as and when the relevant Milestone is achieved by Mindesk. The Waivers require that the Mindesk Revenue Deferred Consideration must be issued by:

• (a) Deferred Consideration tranche A: no later than 28 February 2022;

• (b) Deferred Consideration tranche B: no later than 28 February 2021; and

• (c) Deferred Consideration tranche C: no later than 28 February 2022.

The proposed issue of the Mindesk Revenue Deferred Consideration does not fit within any of the specified exceptions to Listing Rule 7.1. While the issue would not currently exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching 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 under Listing Rule 7.1. Additionally, the Company is unaware when the issue of any tranche of Mindesk Revenue Deferred Consideration may occur.

Accordingly, the Company is seeking pre-approval from Shareholders pursuant to Listing Rule 7.1 to issue the Mindesk Revenue Deferred Consideration as and when the relevant milestone is met, so that the Company does not use up any of its 15% placement capacity under Listing Rule 7.1 at that time.

3.2 Technical information required by Listing Rule 14.1A

If Resolution 2 is not passed, the issue of Deferred Consideration tranche A can still proceed as and when the first Milestone is met, but such issue will diminish the Company’s capacity at that time to issue equity securities without Shareholder approval under Listing Rule 7.1 in the future.

If Resolution 3 is not passed, the issue of Deferred Consideration tranche B can still proceed as and when the second Milestone is met, but such issue will diminish the Company’s capacity at that time to issue equity securities without Shareholder approval under Listing Rule 7.1 in the future.

If Resolution 4 is not passed, the issue of Deferred Consideration tranche C can still proceed as and when the third Milestone is met, but such issue will diminish the Company’s capacity at that time to issue equity securities without Shareholder approval under Listing Rule 7.1 in the future.

If Resolutions 2 - 4 are passed, the Company will be able to proceed with the issue of the Mindesk Revenue Deferred Consideration at the relevant time, subject to the satisfaction of the relevant Milestone.

In addition, the issue of the Mindesk Revenue Deferred Consideration will be excluded from the calculation of the number of equity securities that the Company can issue at that time, without Shareholder approval under Listing Rule 7.1. For the avoidance of doubt, the issue of the Mindesk Revenue Deferred Consideration can only proceed if the Company has sufficient Listing Rule 7.1 capacity at the time of issue.

Resolutions 2 - 4 seek Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Deferred Consideration tranches A, B and C respectively.

3.3 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolutions 2 – 4:

• (a) the Mindesk Revenue Deferred Consideration will be issued to the Vendors, none of whom (other than Mr Gabriele Sorrento) are related parties of the Company. As Mr Sorrento is only a related party by reason of the Proposed Transaction, the Company will not require Listing Rule 10.11 approval as it will rely on Listing Rule 10.12 (Exception 12);

• (b) the maximum number of Mindesk Revenue Deferred Consideration to be issued is 68,000,000, broken up as follows:

• (i) Resolution 2 - Deferred Consideration tranche A: 8,000,000;

• (ii) Resolution 3 - Deferred Consideration tranche B: 20,000,000; and (iii) Resolution 4 - Deferred Consideration tranche C: 40,000,000;

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

• (d) the deemed issue price of the Mindesk Revenue Deferred Consideration shares is A$0.025;

• (e) the Waivers require that the Mindesk Revenue Deferred Consideration will be issued, subject to the satisfaction of the relevant milestones attaching to each tranche as follows:

• (i) Deferred Consideration tranche A: no later than 28 February 2022;

• (ii) Deferred Consideration tranche B: no later than 28 February 2021; and

• (iii) Deferred Consideration tranche C: no later than 28 February 2022.

• (f) no funds will be raised from the issue as the Mindesk Revenue Deferred Consideration will be issued as additional consideration for the acquisition of Mindesk; and

• (g) a summary of the material terms of the Share Sale Agreement is set out in Section 1.4 above.

GLOSSARY

$ or A$ means Australian dollars.

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.

ASX Listing Rules means the Listing Rules of ASX.

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.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Mindesk means Mindesk, Inc, a Delaware, USA incorporated company which has developed a SaaS real-time 3D design platform that combines CAD with VR and graphic engines.

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

Proxy Form means the proxy form accompanying the Notice.

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.

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

Shareholder means a registered holder of a Share.

Vendors means the shareholders of Mindesk.

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

SCHEDULE A – MILESTONE FOR DEFERRED CONSIDERATION A

Deferred Consideration A is subject to the development of a collaboration module that is compatible or otherwise integrated into the Mindesk plugin for McNeel Rhinoceros 6 and satisfies the following requirements:

• (a) enables at least two (2) users to perform, within the same design session, certain operations on the same McNeel Rhinoceros 6 3D project on at least two distinct VR-enabled Workstations connected to an IP Network; and

• (b) said VR-enabled Workstations are able to run Virtual Reality applications compatible with Steam OpenVR and are equipped with a proper graphic card that reflects consolidated market standards and a Mindesk supported Virtual Reality headset (HTC Vive or Windows Mixed reality) each; and

• (c) said IP Network means either a Local Area Network (LAN) or an internet connection; and

• (d) said McNeel Rhinoceros 6 3D project means a 3D file readable by McNeel Rhinoceros 6 no larger than 100mb; and

• (e) said operations include at least: Virtual Reality stereoscopic visualization of said 3D model, model navigation, object selection, object move, object rotate, object copy, and object delete.

Performance shall be assessed through the following performance test.

Test setup

The test process to assess the Mindesk performance includes the following preliminary steps:

• (a) equip two VR-enabled workstations with McNeel Rhinoceros 6, Mindesk 3.33 or superior for Rhinoceros, and a compatible VR headset (i.e. HTC Vive);

• (b) connect both workstations to a common local network (i.e. through a router);

• (c) one workstation will act as Admin of the collaboration session, the other will be a Client;

• (d) start Rhinoceros on the Admin workstation; and

• (e) input the Client’s IP address in the Admin’s Mindesk IP dialog and launch a Mindesk collaborative session from the Admin’s workstation. The collaborative session comprises two users: An Admin and a Client.

TEST DELIVERABLES

Admin can visualize Client’s avatar in VR and vice versa. Admin can visualize Client’s selected objects in VR and vice versa. Client navigates the model (pan, orbit, zoom) in VR. Admin can see Client’s avatar moving in VR accordingly (and vice versa). Client moves a selected object. Once completed Admin can visualize the result of the move operation in VR (and vice versa).

TEST DELIVERABLES

Client rotates a selected object. Once completed Admin can visualize the result of the move operation in VR (and vice versa).

Client copies a selected object. Once completed Admin can visualize the result of the move operation in VR (and vice versa).

Client deletes a selected object. Once completed Admin can visualize the result of the move operation in VR (and vice versa).

SCHEDULE B – CONDITIONS ATTACHING TO WAIVERS

1. ASX Listing Rule 7.3.4

The Company’s waiver of ASX Listing Rule 7.3.4 has been granted on the following conditions:

• (a) The Deferred Consideration Shares the subject of tranche B, being a maximum of 20 million shares, are issued no later than 28 February 2021;

• (b) The Deferred Consideration Shares the subject of tranches A and C, being a maximum of 8 million shares the subject of tranche A and 40 million the subject of tranche C, are issued no later than 28 February 2022;

• (c) The milestones which must be satisfied for the Deferred Consideration Shares to be issued are not varied;

• (d) The maximum number of Deferred Consideration Shares to be issued is stated in the Notice, along with adequate details regarding the potential dilution;

• (e) For any annual reporting period during which any of the Deferred Consideration Shares have been issued or any of them remain to be issued, the Company’s annual report sets out in detail the number of Deferred Shares issued in that annual reporting period, the number of Deferred Consideration Shares that remain to be issued and the basis on which the Deferred Shares may be issued; and

• (f) In any half year or quarterly report for a period during which any of the Deferred Consideration Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Deferred Consideration Shares issued during the reporting period, the number of Deferred Consideration Shares that remain to be issued and the basis on which the Deferred Consideration Shares may be issued; and 1.7 The Notice contains the full terms and conditions of the Deferred Consideration Shares as well as the conditions of the waiver, subject to Resolution 1.

2. ASX Listing Rule 10.13.5

The Company’s waiver of ASX Listing Rule 10.13.5 has been granted on the following conditions:

• (a) The Deferred Consideration Shares to Mr Gabriele Sorrento ( Director Deferred Consideration Shares ) the subject of tranche B are issued no later than 28 February 2021;

• (b) The Director Deferred Consideration Shares the subject of tranches A and C are issued no later than 28 February 2022;

• (c) For any annual reporting period during which any of the Director Deferred Consideration Shares have been issued or any of them remain to be issued, the Company's annual report sets out in detail the number of Director Deferred Consideration Shares issued during the reporting period, the number of Director Deferred Consideration Shares that remain to be issued and the basis on which the Director Deferred

Consideration Shares may be issued; 1.4 In any half year or quarterly report for a period during which any of the Director Deferred Consideration Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Director Deferred Consideration Shares issued during the reporting period, and the number of Director Deferred Consideration Shares that remain to be issued and the basis on which the Director Deferred Consideration Shares may be issued; and

(d) The Notice contains the full terms and conditions of the Director Deferred Consideration Shares as well as the conditions of the waiver, subject to Resolution 1.

SCHEDULE C – VENDORS

Item A

Name	Indicative number of Mindesk Shares held at Settlement	%
Gabriele Sorrento	5,543,071	33.75%
Sergio Giorgio	1,748,127	10.64%
Vittorio Amedeo Bava	699,438	4.26%
Primomiglio SGR	3,094,569	18.84%
Invitalia Ventures SGR	3,019,663	18.38%
A11 Venture S.r.l.	561,798	3.42%
HTC Vive Investment (BVI) Corp.	944,021	5.75%
Total (excluding Shares assigned to Mindesk employees)	15,610,687	95.04%
Shares assigned to Mindesk employees	813,978	4.96%
Total	16,424,665	100%

Item B

Name	Consideration Shares to be issued	%
Gabriele Sorrento	22,257,873	13.45%
Sergio Giorgio	7,019,500	4.24%
Vittorio Amedeo Bava	2,808,552	1.70%
Primomiglio SGR	54,289,139	32.80%
Invitalia Ventures SGR	52,690,278	31.84%
A11 Venture S.r.l.	11,991,467	7.25%
HTC Vive Investment (BVI) Corp.	11,179,911	6.76%
Gennaro Abbruzzese	1,325,095	0.80%
Erik Engelbertus Johannes Valkering	342,031	0.21%
Nathan Harbour	39,151	0.02%
Diego Taccioli	26,100	0.02%
Roberto De Ioris	1,325,095	0.80%
David Don Alpert	211,007	0.13%
Total	165,505,199	100%

Item C

Vendors	Percentage of Deferred Consideration
Gabriele Sorrento	35.8441%
Sergio Giorgio	11.3042%
Vittorio Amedeo Bava	4.5229%
Primomiglio SGR	20.0109%
Invitalia Ventures SGR	19.5266%
A11 Venture S.r.l.	3.6328%
HTC Vive Investment (BVI) Corp.	0.0000%
Gennaro Abbruzzese	2.1339%
Erik Engelbertus Johannes Valkering	0.5508%
Nathan Harbour	0.0000%
Diego Taccioli	0.0000%
Roberto De Ioris	2.1339%
David Don Alpert	0.3398%
Total	100.0000%

SCHEDULE D – PRO FORMA BALANCE SHEET AS AT 31/12/2019

	VR1 Mindesk Pro forma adjustments Pro forma post capital raise
Current assets Cash and cash equivalents Other Receivables Other assets Total current assets Non-current assets Receivables PPE Intangibles Deferred Tax Asset Financial Assets Total non-current assets Total assets Current liabilities Payables Provisions Other liabilities Total current liabilities Non-current liabilities Payables Provisions Borrowings Total non-current liabilities Total liabilities Net liabilities Equity Share capital Reserves Accumulated losses Total equity	343,053 1,196,838 1,176,150 2,716,041 1,814,700 0 1,814,700 0 0 0
	2,157,753 1,196,838 1,176,150 4,530,741
	0 0 0 111,090 14,997 126,087 3,836,238 1,308,470 502,729 5,647,437 7,757 0 7,757 72,686 0 72,686
	4,027,771 1,323,466 502,729 5,853,967
	6,185,524 2,520,304 1,678,880 10,384,708
	1,241,289 19,486 -19,486 1,241,289 288,636 0 288,636 268,772 42,068 -42,068 268,772
	1,798,697 61,554 -61,554 1,798,697
	0 0 0 0 573,256 0 0 573,256 0 0 0 0
	573,256 0 0 573,256
	2,371,953 61,554 -61,554 2,371,953
	3,813,571 2,458,750 1,740,434 8,012,755
	19,397,897 3,522,334 575,296 23,495,527 351,502 -1,968 1,968 351,502 -15,935,828 -1,061,616 1,163,170 -15,834,274
	3,813,571 2,458,750 1,740,434 8,012,755

Pro forma adjustments include:

1. The issue of the 165,505,199 shares to the vendors of Mindesk Inc (valued at $4,137,630) 2. The recognition of an intangible asset with respect to the acquisition of Mindesk Inc

2. The recognition of the condition precedent of €750,000 net cash at bank

GM Registration Card

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Vection Technologies Limited | ACN 614 814

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If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number:

Vote by Proxy: VR1

Your proxy voting instruction must be received by 10.00am (WST) on Tuesday, 21 April 2020, 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 VOTE ONLINE

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Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

• ✓ Save Money: help minimise unnecessary print and mail costs for the Company.

• ✓ It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.

• ✓ Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

SUBMIT YOUR PROXY VOTE BY PAPER

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.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman 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 Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman 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 KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

You must sign this form as follows in the spaces provided

Individual : Where the holding is in one name, the Shareholder must sign.

Joint holding : Where the holding is in more than one name, all of the 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.

ATTENDING THE MEETING

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

POWER OF ATTORNEY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the

Return your completed form All enquiries to Automic WEBCHAT BY MAIL IN PERSON BY EMAIL https://automic.com.au/ Automic Automic meetings@automicgroup.com.a GPO Box 5193 Level 5, 126 Phillip Street u PHONE 1300 288 664 (Within Australia) Sydney NSW 2001 Sydney NSW 2000 +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online I/We being a Shareholder entitled to attend and vote at the General Meeting of Vection Technologies Limited, to be held at 10.00am (WST) on Thursday, 23 April 2020 at Suite 1, 437 Roberts Road, Subiaco WA 6008 hereby: Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman 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.

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Resolutions For Against Abstain

1. Approval to Issue Consideration Shares

2. Approval to Issue Deferred Consideration Shares A

3. Approval to Issue Deferred Consideration Shares B

4. Approval to Issue Deferred Consideration Shares C

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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SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
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 of your communications despatched by the Company electronically
(where legally permissible).
Sign Here + Contact
STEP 3:
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