XPON TECHNOLOGIES GROUP LIMITED — AGM Information 2025

Oct 23, 2025

Xpon Technologies Group Limited Office 02-115 310 Edward Street Brisbane, QLD 4000 ACN: 635 810 258

https://xpon.ai/

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Xpon Technologies Group Limited

Notice of 2025 Annual General Meeting

24 November 2025

4.00 PM AEST

Held as a Virtual Meeting.

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.

Contents

Contents
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	5
Notice of Annual General Meeting – Explanatory Statement	9
Glossary	18
Auditor Nomination Letter	Attached
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2025 AGM

This Notice is given based on circumstances as of 20 October 2025. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://xpon.ai/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting ( AGM ) of the Shareholders to which this Notice of Meeting relates will be held at 4.00 pm (AEST) on 24 November 2025 as a virtual meeting .

To be able to hold this Meeting using virtual meeting technology only, as permitted by the Company’s Constitution, the Company is relying upon s249R(c) of the Corporations Act.

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen, and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration.

4. Click on “Join Meeting” and follow the prompts on screen to register and vote.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

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Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions can be submitted in writing to Hasaka Martin, Company Secretary at hasaka.martin@singletoncosec.com.au at least 48 hours before the AGM. Written questions to the Auditor must be received five (5) business days before the AGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

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

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM can do so by logging into the Automic shareholder portal.

1. Open your internet browser and go to investor.automic.com.au

2. Login using your username and password. If you do not already have an account, click “ Register ” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform.

3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “ Register” . Alternatively, select Meetings from the left-hand menu.

4. Click on “ Join Meeting ” and follow the prompts.

5. When the Chair of the Meeting declares the poll open, select the “ Voting ” dropdown menu on the right-hand side of your screen.

6. Select either the “ Full ” or “ Allocate ” option to access your electronic voting card.

7. Follow the prompts to record your voting direction for each resolution and click “ Submit votes ”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important : Votes cannot be amended once submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

It is recommended that Shareholders wishing to attend the Meeting log in from 15 to 30 minutes prior to the scheduled start time.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online

Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideat https://www.automicgroup.com.au/virtual- agms/

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By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Technical difficulties

Technical difficulties may arise during the course of the Annual General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of XPON Technologies Group Limited ACN 635 810 258 will be held at 4:00 p.m. (Brisbane time) on Monday, 24 November 2025 as a virtual meeting (Meeting) .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00 p.m. (Brisbane time) on Saturday, 22 November 2025.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

Note : This item of ordinary business is for discussion only and is not a resolution .

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the financial statements and reports.

Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2025.”

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

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons)

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(collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

(b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

Election of Director

2. Resolution 2 – Election of Matt Forman as Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution :

“That Matthew Forman, a Director appointed as an additional Director and holding office until the next annual general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.”

Ratification of Prior Share Issues

3. Resolution 3 – Ratification of Alpha Digital Shares

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30,811,725 Alpha Digital Shares to Coopers Shield Pty Ltd as trustee for the Cooper Family Trust, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

(a)	Coopers Shield Pty Ltd; or
(b)	an Associate of Coopers Shield Pty Ltd.
However, this does not apply to a vote cast in favour of Resolution 3 by:

(i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting 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

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• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

• 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 – Ratification of August Placement

To consider and, if thought fit, pass 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 53,125,000 August Placement Shares to the August Placement Participants on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	participants in the August Placement; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	participants in the August Placement; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with directions given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

Approval of financial assistance

5. Resolution 5 – Approval of Alpha Digital financial assistance

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To consider and, if thought fit, pass the following resolution as a Special Resolution :

“That, for the purpose of section 260B(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the financial assistance to be provided by Alpha Digital Design Consultants (Aust) Pty Ltd ACN 150 718 175 in connection with the Vendor Loan as described in the Explanatory Memorandum accompanying this Notice of Meeting.”

Appointment of Auditor

6. Resolution 6 – Appointment of Auditor

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution :

“For the purpose of Section 327B of the Corporations Act 2001 (Cth) and for all other purposes, Shareholders approve the appointment of RSM Australia Partners as the Auditor of the Company’

ASX Listing Rule 7.1A (Additional 10% Capacity)

7. Resolution 7 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

• (a) any 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

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 7 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the Meeting 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

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Hasaka Martin Company Secretary

24 October 2025

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 4:00 p.m. (Brisbane Time) on Monday 24 November 2025 as a virtual meeting .

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://xpon.ai/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary, via email to hasaka.martin@singletoncosec.com.au. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions to the Company’s auditor, must be received at least five business days before the Meeting, which is by 18 November 2025.

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Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report which is available on the Company’s investor website at https://investorhub.xpon.ai/announcements.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2026 Annual General Meeting ( 2026 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2026 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Election of Director

Resolution 2 – Election of Matt Forman as Director

The Company’s Constitution provides that any Director appointed in addition to the existing Directors will hold office until the next following annual general meeting and is then eligible for election.

ASX Listing Rule 14.4 also provides that each additional director appointed during the year is to hold office until the next annual general meeting and is then eligible for election as a Director of the Company.

Matt Forman was appointed as non-executive Director of the Company on 19 September 2025, prior to which Matt was CEO/Managing Director and the founder of XPON.

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Matt is a seasoned entrepreneur with over 25 years of experience working with Internet businesses and technologies. He has senior experience in strategy, commercialisation, business development, marketing, and technology across a range of industries including retail, media, telecommunications, agriculture, advertising and technology. With prior experience including Founder and CEO of Maverick Data Group, Founder & CEO of leading digital marketing agency Traffika, Co- Founder & CEO of 3Style Media and National Manager of FuelWatch.

Under this Resolution, Matt Forman seeks election as a Director of the Company at this AGM.

Directors’ recommendation

The Directors (excluding Matt Forman) recommend that Shareholders vote for this Resolution.

The Chair intends to vote all undirected proxies in favour of this Resolution.

Ratification of Prior Share issues

Resolutions 3 and 4 seek Shareholder ratification of prior issues of Shares under and for the purposes of ASX Listing Rule 7.4

Broadly speaking, and subject to a number of exceptions, ASX Listing Rules 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.

Neither issue of the Alpha Digital Shares or August Placement Shares fall within any of the exemptions set out in ASX Listing Rule 7.2 and, as neither issue has yet been approved by Shareholders, it effectively uses up part of the Company’s 15% placement capacity under ASX Listing Rule 7.1, thereby reducing the Company’s capacity to issue further equity securities without Shareholder approval for the 12-month period following the issue date.

ASX Listing Rule 7.4 provides that where shareholders subsequently approve an issue of securities, the issue will be treated as having been approved under ASX Listing Rules 7.1, thereby replenishing the Company’s 15% capacity, enabling it to issue further securities up to that limit.

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 ASX Listing Rule 7.1. Resolutions 3 and 4 therefore, seeks approval for the prior issues for the purposes of ASX Listing Rule 7.4.

Resolution 3 – Ratification of Alpha Digital Shares

On 5 May 2025, XPON announced it had agreed to acquire Alpha Digital Design Consultants (Aust) Pty Ltd ACN 150 718 175 ( Alpha Digital ) for $1.72 million from Coopers Shield Pty Ltd as trustee for the Cooper Family Trust (the Vendor ), through the issue of $180,0000 XPON Shares and a $1,540,000 Vendor loan, and up to an additional $891,000 in performance based earn in. On 9 May 2025, the Company completed the acquisition issuing 30,811,725 Shares to the Vendor, at $0.005842 per Share. The Shares were issued out of XPON’s ASX Listing Rule 7.1 capacity.

Resolution 3 seeks Shareholder ratification for the issue of 30,811,725 Shares to the Vendor under and for the purposes of ASX Listing Rule 7.4.

Information required by ASX Listing Rule 14.1A

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If Resolution 3 is passed, the issue will be excluded from the Company’s 15% limit under ASX Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 3 is not passed, the issue will be included in the Company’s 15% limit under ASX Listing Rule 7.1, effectively restricting the Company’s ability to raise additional equity funds over the next 12-months without Shareholder approval.

Information required by ASX Listing Rule 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	Coopers Shield Pty Ltd as trustee for the Cooper Family Trust.
Number and class of Securities issued	30,811,725 Shares.
Terms of Securities	The Shares were issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Securities were issued	9 May 2025.
Price received for the Securities	The Shares were issued as part consideration for the acquisition of Alpha Digital and were valued at $0.005842 per Share.
Purpose of the issue, including the intended use of any funds raised by the issue	The Shares were issued as part consideration for the acquisition of Alpha Digital.
Summary of material terms of agreement to issue	The Shares were issued as part consideration, under an agreement to acquire Alpha Digital from the Vendor. The consideration for the acquisition of Alpha Digital comprised: • $180,000 worth of XPON Shares issued on completion at the VWAP for the 15 days prior to settlement (being $0.005842 per Share). • A Vendor loan of $1,540,000 at 8% interest pa over 3 years (Vendor Finance Loan). The loan amount was subject to standard completion adjustments. • $540,000 performance base earn in upon achieving FY26 and FY27 operating EBITDA targets, with potential for an additional $351,000 performance accelerator based on overachievement of FY26 and FY27 operating EBITDA targets.

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REQUIRED INFORMATION	DETAILS
	The performance based earn in may be paid in cash or Shares, or a combination of both. Any payment in Shares will be subject to shareholder approval.
Voting Exclusion Statement	A Voting Exclusion Statement applies to this Resolution and is detailed in the Notice of Meeting.
Compliance	The issue did not breach ASX Listing Rule 7.1.

Directors’ recommendation

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

The Chair intends to vote all undirected proxies in favour of this Resolution.

Resolution 4 – Ratification of August Placement

On 27 August 2025 and 4 September 2025, XPON announced it had received binding commitments from sophisticated investors ( August Placement Participants ) to subscribe for 53,125,000 Shares at an issue price of $0.008 per Share to raise approximately $420,000 ( August Placement ).

The August Placement Shares were subsequently issued on 4 September 2025 of which 14,781,000 Shares were issued under ASX listing Rule 7.1 capacity, and 38,344,000 Shares under ASX Listing Rule 7.1A capacity. An explanation of ASX Listing Rule 7.1A is provided in the background to resolution 7.

Resolution 4 seeks Shareholder ratification for the issue of 53,125,000 Shares to the August Placement Participants under and for the purposes of ASX Listing Rule 7.4.

Information required by ASX Listing Rule 14.1A

If Resolution 4 is passed, the issue will be excluded from the Company’s combined 25% limit under ASX Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue under its combined 25% limit without Shareholder approval over the 12month period following the issue date.

If Resolution 4 is not passed, the issue will be included in the Company’s combined 25% limit under ASX Listing Rules 7.1 and 7.1A, effectively restricting the Company’s ability to raise additional equity funds over the next 12-months without Shareholder approval.

Information required by Listing Rule 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	The August Placement Participants, were: • Dunbarrim Pty Ltd ; • Dunbarrim Investments Pty Ltd ; • Mr Antanas Guoga; • Saint Sofia Holdings Pty Ltd; • Mr Brendon Alan Shakespeare ; • Moonah Capital PtyLtd;

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REQUIRED INFORMATION	DETAILS
	• AASMF Pty Ltd ; • Melin Super Investments Pty Ltd; • Brolly Capital Pty Ltd; and • Ramanpreet Singh Sandher + Jatinder Singh Sandhu None of the August Placement Participants are relatedparties of the Company.
Number and class of Securities issued	53,125,000 August Placement Shares.
Terms of Securities	The August Placement Shares were issued on the same terms and conditions as the Company’s existingShares.
Date(s) on or by which the Securities were issued	4 September 2025.
Price received for the Securities	$0.008 per August Placement Share.
Purpose of the issue, including the intended use of any funds raised bythe issue	The funds raised will be used to accelerate growth initiatives, invest in core technology, and provide general workingcapital.
Summary of material terms of agreement to issue	The August Placement Shares were not issued under an agreement.
Voting Exclusion Statement	A Voting Exclusion Statement applies to this Resolution and is detailed in the Notice of Meeting.
Compliance	The issue did not breach ASX Listing Rules 7.1 and 7.1A.

Directors’ recommendation

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

The Chair intends to vote all undirected proxies in favour of this Resolution.

Approval of the Alpha Digital Shares

Resolution 5 - Approval of Alpha Digital financial assistance

XPON announced that it had entered into an agreement to acquire all of the shares in Alpha Digital on 5 May 2025. Immediately after completion of this acquisition, the XPON became the holding corporation of Alpha Digital.

To fund the acquisition, the XPON entered into a Vendor Finance Loan with the vendor of the acquired shares, Coopers Shield Pty Ltd (as trustee for Cooper Family Trust). The amount of the loan is approximately $1.54M, and it is to be paid back over 3 years, with interest applying at a rate of 8% per annum.

Coopers Shield Pty Ltd has requested that Alpha Digital Design Consultants (Aust) Pty Ltd enter into a General Security Deed and a Guarantee and Indemnity Deed, as security for the repayments due under the Vendor Finance Loan.

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The entering into a General Security Deed and a Guarantee and Indemnity Deed amounts to financial assistance under S260A of the Act, by Alpha Digital Design Consultants (Aust) Pty Ltd, and does not fit with the exceptions in section 260C of the Act. As XPON as listed holding corporation of Alpha Digital Design Consultants (Aust) Pty Ltd, requires shareholder approval by special resolution under section 260B(2) of the Act.

Consequences of providing financial assistance

XPON’s Directors are of the view that the provision of financial assistance by Alpha Digital via entering the General Security Deed and a Guarantee and Indemnity Deed , does not materially prejudice the interests of the company or its shareholders and the company’s ability to pay its creditors

If Resolution 5 is passed as a special resolution, Alpha Digital Design Consultants (Aust) Pty Ltd and Coopers Shield Pty Ltd will enter into the General Security Deed and a Guarantee and Indemnity Deed

If Resolution 5 is not passed as a special resolution, Alpha Digital Design Consultants (Aust) Pty Ltd will remain liable for the amounts due under the Vendor Finance Loan to Coopers Shield Pty Ltd.

Directors’ recommendation

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

The Chair intends to vote all undirected proxies in favour of this Resolution.

Appointment of Auditor

8. Resolution 6 – Appointment of Auditor

As announced on 19 November 2025, BDO Audit Pty Ltd resigned as auditor effective upon receipt of ASIC consent to their resignation. The Directors appointed RSM Australia Partners (RSM) as the Company’s auditor pursuant to section 327C(1) of the Act, following an external audit service tender.

Pursuant to section 327C(2) of the Act, any auditor appointed under section 327C(1) of the Corporations Act holds office until the company’s next annual general meeting. Accordingly, the Company would like to put the appointment of the Company’s auditor, RSM Australia Partners, before the members of the Company to formalise the appointment.

XPON has received a nomination under section 328B of the Corporations Act from a member of the Company to appoint RSM Australia Partners as the Company’s auditor; and a consent to act as auditor of the Company duly executed by RSM Australia Partners. A copy of the nomination is attached to this Notice at Annexure A.

If Resolution 6 is passed, RSM Australia Partners will continue in its position as the Company’s auditor.

ASX Listing Rule 7.1A

Resolution 7 – ASX Listing Rule 7.1A Approval of Future Issue of

Securities

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ASX Listing Rule 7.1Aenables an eligible entity to issue equity securities up to 10% of its issued capital through placements over a 12-month period after its annual general meeting (10% Placement Capacity). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under ASX Listing Rule 7.1.

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. At the date of this Notice of Meeting, the Company is an eligible entity, and anticipates it will remain an eligible entity at the time of the Meeting.

Resolution 7 seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% Placement Capacity provided for in ASX Listing Rule 7.1A to issue equity securities without Shareholder approval.

Information required by ASX Listing Rule 14.1A

If Resolution 7 is passed, the Company will be able to access the 10% Placement Capacity allowing it to issue equity securities up to the combined 25% limit under ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 7 is not passed, the Company will not be able to access the additional 10% Placement Capacity provided for in ASX Listing Rule 7.1A and will remain subject to its 15% limit under ASX Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

In accordance with ASX Listing Rule 7.3A, the following information is provided:

Period for which the approval will be valid

An approval under ASX Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

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

• (c) the time and date on which Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under ASX Listing Rule 7.1A

Any equity securities issued under ASX Listing Rule 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for cash consideration only.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the equity securities are to be issued is agreed; or

• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under ASX Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

At the date of this Notice, the Company has not formed an intention to offer any equity securities

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under ASX Listing Rule 7.1A during the ASX Listing Rule 7.1A mandate period, if Shareholders approve Resolution 7. However, if Shareholders approved Resolution 7 and the Company did raise funds from the issue of equity securities, based on the Company’s existing plans, the funds may be used for the following purposes:

• (a) for the acquisition of new assets or investments (including expenses associated with such acquisition);

• (b) continued development of the Company’s current assets and/or general working capital; or (c) a combination of each of these potential uses.

Risk of economic and voting dilution to existing Shareholders

If Resolution 7 is approved, and the Company issues equity securities under the 10% Placement Capacity, the existing Shareholders’ economic and voting power in the Company will be diluted. There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities.

The table below shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in ASX Listing Rule 7.1A.2:

Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.0055	$0.011	$0.022
		50% decrease in issue price	issue price(b)	100% increase in issue price
“A” is the number of shares on issue,(a) being	10% voting dilution(c)	49,035,635	49,035,635	49,035,635
49,035,635 Shares	Funds raised	$269,695	$539,391	$1,078,783
“A” is a 50% increase in shares on issue, being	10% voting dilution(c)	73,553,453	73,553,453	73,553,453
73,553,453 Shares	Funds raised	$404,543	$809,087	$1,618,175
“A” is a 100% increase in shares on issue, being	10% voting dilution(c)	98,071,270	98,071,270	98,071,270
98,071,270 Shares	Funds raised	$539,391	$1,078,783	$2,157,567

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 13 October 2025.

• (b) Based on the closing price of the Company’s Shares on ASX as at 13 October 2025.

• (c) The table assumes that the Company issues the maximum number of equity securities available under ASX Listing Rule 7.1A.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under ASX Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e) The table shows the effect of an issue of equity securities under ASX Listing Rule 7.1A only, not under the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Allocation policy for issues under ASX Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under ASX Listing Rule 7.1A will depend on a number of factors, including:

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• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the ASX Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods of raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the ASX Listing Rule 7.1A mandate period, although this cannot be guaranteed. At the date of this Notice, no specific intention to issue equity securities to any parties, investors or existing Shareholders, or the possible number of issues or the time frame in which the issues could be made have been formed. Subject to the requirements of the ASX Listing Rules and the Corporations Act, the Board reserves the right to determine at the time of any issue of equity securities the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under ASX Listing Rules 3.10.3 and 7.1A.4.

Offers under the 10% Placement Capacity may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Issue or agreement to issue equity securities under ASX Listing Rule 7.1A in the 12 months prior to AGM

The Company obtained Shareholder approval under ASX Listing Rule 7.1A at the Annual General Meeting held on 25 October 2024, and confirms in accordance with ASX Listing Rule 7.3A.6, the following equity securities were issued under that approval:

Number/Class of equity securities issued under ASX Listing Rule 7.1A	Terms of the securities issued	Price and discount to closing market price on the date of issue (if any) or agreement to issue	Consideration details	Allottees of the Securities
Issued on 4 September 2025
53,125,000 Shares, of which 38,344,000 Shares were issued under ASX Listing Rule 7.1A	Shares issued to professional and sophisticated investors under a placement announced on 27 August 2025. The placement was completed utilising existing capacity under ASX Listing Rules 7.1 and 7.1A. The Shares issued rank equally in all aspects with existing Shares on issue.	Issue price of $0.008 per Share. Closing market price on the date of issue was $0.008 per Share, which represents nil discount.	Cash consideration of $425,000 raised. Funds raised will be used to accelerate growth initiatives, invest in core technology, and provide general working capital.	Professional and sophisticated investors. The names of the investors are detailed in Resolution 4 of this Notice.

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Total equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months prior to the AGM (“A”)	38,344,000
Percentage that “A” represents based on the total number of equity securities on issue at the commencement of that 12 month period (fully diluted)	10.5%

Resolution 7 is a Special Resolution and therefore requires approval of at least 75% of the votes cast by Shareholders entitled to vote on the Resolution.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary at hasaka.martin@singletoncosec.com.au, if they have any queries in respect of the matters set out in these documents.

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Glossary

AEST means Australian Eastern Standard Time as observed in Brisbane, Queensland.

Annual Financial Report means the 2025 Annual Report to Shareholders for the period ended 30 June 2025.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

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

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of RSM Australia Partners as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of 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 dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means XPON Technologies Group Limited ACN 635 810 258.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting, including the Explanatory Statement.

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Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

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

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

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Annexure A: Auditor Nomination Letter

21 October 2025

XPON Technologies Group Limited Office 02-115, 310 Edward Street Brisbane 4000, QLD Australia

Dear Directors,

We, Dunbarrim Pty Ltd ATF DLK Family Trust, being a shareholder of XPON Technologies Group Limited ACN 635 810 258 (the Company ), in accordance with section 328B(1) of the Corporations Act 2001 (Cth), hereby nominate RSM Australia Partners for appointment as auditor of the Company at the Company’s 2025 Annual General Meeting.

Please distribute copies of this notice of nomination as required by section 328B of the Corporation Act 2001 (Cth).

Yours faithfully,

==> picture [109 x 69] intentionally omitted <==

David Lilja Director

Dunbarrim Pty Ltd ATF DLK Family Trust

==> picture [189 x 58] intentionally omitted <==

Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

XPON Technologies Group Limited | ABN 37 635 810 258

Your proxy voting instruction must be received by 4:00pm (Brisbane Time) on Saturday, 22 November 2025 , 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

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/#/homeShareholders 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://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor 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. 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

STEP 1 - How to vote	STEP 1 - How to vote	STEP 1 - How to vote
APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of XPON Technologies Group Limited, to be held virtually at4:00pm (Brisbane Time) on Monday, 24 November 2025hereby: 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. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.	VIRTUAL PARTICIPATION AT THE MEETING: The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online. To access the virtual meeting: Open your internet browser and go to investor.automic.com.au 1. Login with your username and password or click“register”if you haven’t already created an account.Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting 2. Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

Resolutions	Resolutions	For	Against Abstain	Against Abstain
1	Adoption of Remuneration Report
2	Election of Matt Forman as Director
3	Ratification of Alpha Digital Shares
4	Ratification of August Placement
5	Approval of Alpha Digital financial assistance
6	Appointment of Auditor
7	ASX Listing Rule 7.1A Approval of Future Issue of Securities
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.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	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).