XPON TECHNOLOGIES GROUP LIMITED — Investor Presentation 2025

May 4, 2025

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XPON Technologies Group Limited (ASX:XPN)

XPON Acquires Alpha Digital to Accelerate AI-Powered Growth Immediately adding $4m recurring revenue and fast tracking profitability

5th May 2025

A recording of this presentation is available to view here: https://investorhub.xpon.ai/link/weYR9r

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Disclaimer

This Presentation and has been prepared by XPON Technologies Group Limited ACN 635 810 258 (XPON or the Company). Shares in the Company are listed on ASX (ASX code: XPN)

The information in this Presentation does not constitute personal investment advice. The Presentation is not intended to be comprehensive or provide all information required by investors to make an informed decision on any investment in the Company. In preparing this Presentation, the Company did not take into account the investment objectives, financial situation and particular needs of any particular investor. Further advice should be obtained from a professional investment adviser before taking any action on any information dealt with in the Presentation. Those acting upon any information without advice do so entirely at their own risk.

Whilst this Presentation is based on information from sources which are considered reliable, no representation or warranty, express or implied, is made or given by or on behalf of the Company, any of its directors, or any other person about the accuracy, completeness or fairness of the information or opinions contained in this Presentation. No responsibility or liability is accepted by any of them for that information or those opinions or for any errors, omissions, misstatements (negligent or otherwise) or for any communication written or otherwise, contained or referred to in this Presentation.

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Certain statements in this Presentation, particularly those regarding possible or assumed future performance, potential business growth, industry growth or other trend projections, and any estimated earning or other performance measures, are, or may be, forward-looking statements. Such statements involve unknown risks and uncertainties, many of which are outside the control of the Company. Actual results may vary materially from any forward-looking statements and the assumptions those are based, and such variation are normal and to be expected.

This Presentation is not a prospectus or other disclosure document under the Corporations Act 2001 (Cth) (Corporations Act) and will not be lodged with the Australia Securities and Investments Commission. This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. The distribution of this Presentation (including electronically) outside Australia may be restricted by law. If you come into possession of this Presentation, you should observe such restrictions and seek your own advice. Any non-compliance with these restrictions may contravene applicable securities laws.

Neither the Company nor any of its directors, officers, employees, advisers, associated persons or subsidiaries are liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying upon any statement in this Presentation or any document supplied with this Presentation, or by any future communications in connection with those documents and all of those losses and damages are expressly disclaimed.

Any opinions expressed reflect the Company’s position at the date of this Presentation and are subject to change.

© 2025 XPON Technologies Group Limited

POWERED E XPON ENTIALLY | 2

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XPON is a leading AI marketing technology company.

We help businesses simplify complex marketing challenges and achieve superior ROI from their customers.

© 2025 XPON Technologies Group Limited

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Acquisition Highlights

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• Strategic Acquisition: XPON acquires Alpha Digital, a leading Australian digital marketing business and long term channel partner of XPON. Completion in May 2025 (subject to standard settlement conditions).

• Immediate Value Accretion: Alpha Digital generated $4.6M revenue and $0.7M EBITDA (unaudited) in the last financial year and brings approximately $1m cash at bank, enabling XPON to fast-track its path to positive cash flow and EBITDA profitability.

• Value-aligned Deal Structure: $1.72m at completion comprising $180,000 XPON shares on closing (12 months voluntary escrow) and $1.54m vendor loan at 8% p.a. over 3 years (subject to standard settlement adjustments). An additional $891,000 in performance based 2 year earn-in linked to EBITDA growth targets in FY26 ($0.8m EBITDA target) and FY27 ($1.1m EBITDA target).

• Accelerating AI transformation: Deploy our leading AI capabilities to accelerate the AI transformation of Alpha Digital to immediately offer a wider range of competitive AI solutions and help it become more profitable.

• Smart acquisition of customers in key verticals: Alpha Digital provides a strong foothold with strategic blue-chip customers in key vertical industries, servicing clients such as Target, KMart, QUT, and Stone & Wood. 87% of revenue from recurring contracts.

• Revenue synergies maximise customer value & growth: Combing Alpha Digital’s offerings with XPON’s existing solutions provides customers with a comprehensive range of integrated solutions under a single roof - simplifying procurement and accelerating ARPU growth through cross sell opportunities for both XPON and Alpha Digital.

© 2025 XPON Technologies Group Limited

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Strategic Rationale

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A smart acquisition accelerating growth and profitability

+4M contracted recurring revenue | 87% recurring revenue

Strategic Alignment

• AI-first cultures already embedded in both businesses → seamless integration

• Repeatable “acquire → AI-enable → cross-sell” M&A playbook

• Adds scale without heavy capex

• Customer Benefits

• ● Immediate access to blue-chip client roster

• ● Cross-sell XPON customer data platform (Wondaris®) & AI media tools into new

• accounts

• Upsell Alpha Digital’s organic & paid media to XPON base

Financial Impact

• Adds $4 m recurring revenue from day 1

• ● c$1m cash at bank injection

• FY26 EBITDA Earn In target of $0.8m and $1.1m EBITDA in FY27

© 2025 XPON Technologies Group Limited

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Alpha Digital - at a glance Founded 2011 · Independent, data-driven growth partner

Solutions

Snapshot

• Performance media & paid social

• ● Programmatic & video advertising ● SEO & content marketing

• 25 specialists across Brisbane & Melbourne

• 40+ enterprise & mid-market clients

• CRO & lifecycle marketing

• Analytics

Top-tier partner badges

Alpha’s blue chip clients (selection) Certifications and partnerships

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© 2025 XPON Technologies Group Limited

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Proforma Financial Impact Combined businesses deliver substantial revenue growth and EBITDA improvement

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	XPON FY25 H1 P&L	XPON + Alpha Combined FY25 H1 proforma P&L
AUD $'000	Continuing Business (CB) (Non-IFRS measure)	Continuing Business (CB) (Non-IFRS measure)
Total Revenue	4,161	6,594
COS	1,128	2,405
GP	3,033	4,190
GP %	73%	64%
Other income	7	6
Total Operating Expenses	2,110	2,910
Operating EBITDA $	930	1,285
Corporate Expenses & other non operating costs	1,305	1,305
Statutory EBITDA $	-375	-20

Note:

XPON’s financials are based on H1 FY25 published financial statements. Alpha accounts are not audited in the same period.

© 2025 XPON Technologies Group Limited

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Deal Consideration Overview Value-aligned structure, paid over time Component Amount % of total Timing Details Completion Shares $0.18M 7 % Day 1 Issued at 15-day VWAP (9th Apr - 2nd May)1. Vendor Loan $1.54M 59 % Years 1-3 (8 % p.a.) Principal $1.54 m, 8 % interest p.a over 3 yrs. Standard settlement adjustments apply. Performance Earn In Up to $0.89M 34 % FY26 & FY27 Up to $445.5k FY26 + $445.5k FY27 for achieving EBITDA targets. Cash or XPON shares at 15 % discount to 15 day VWAP, floor $0.015 per share2. Upfront Consideration Total Consideration $1.72M Up to $2.61M 66% 100%	Deal Consideration Overview Value-aligned structure, paid over time Component Amount % of total Timing Details Completion Shares $0.18M 7 % Day 1 Issued at 15-day VWAP (9th Apr - 2nd May)1. Vendor Loan $1.54M 59 % Years 1-3 (8 % p.a.) Principal $1.54 m, 8 % interest p.a over 3 yrs. Standard settlement adjustments apply. Performance Earn In Up to $0.89M 34 % FY26 & FY27 Up to $445.5k FY26 + $445.5k FY27 for achieving EBITDA targets. Cash or XPON shares at 15 % discount to 15 day VWAP, floor $0.015 per share2. Upfront Consideration Total Consideration $1.72M Up to $2.61M 66% 100%	Deal Consideration Overview Value-aligned structure, paid over time Component Amount % of total Timing Details Completion Shares $0.18M 7 % Day 1 Issued at 15-day VWAP (9th Apr - 2nd May)1. Vendor Loan $1.54M 59 % Years 1-3 (8 % p.a.) Principal $1.54 m, 8 % interest p.a over 3 yrs. Standard settlement adjustments apply. Performance Earn In Up to $0.89M 34 % FY26 & FY27 Up to $445.5k FY26 + $445.5k FY27 for achieving EBITDA targets. Cash or XPON shares at 15 % discount to 15 day VWAP, floor $0.015 per share2. Upfront Consideration Total Consideration $1.72M Up to $2.61M 66% 100%	Deal Consideration Overview Value-aligned structure, paid over time Component Amount % of total Timing Details Completion Shares $0.18M 7 % Day 1 Issued at 15-day VWAP (9th Apr - 2nd May)1. Vendor Loan $1.54M 59 % Years 1-3 (8 % p.a.) Principal $1.54 m, 8 % interest p.a over 3 yrs. Standard settlement adjustments apply. Performance Earn In Up to $0.89M 34 % FY26 & FY27 Up to $445.5k FY26 + $445.5k FY27 for achieving EBITDA targets. Cash or XPON shares at 15 % discount to 15 day VWAP, floor $0.015 per share2. Upfront Consideration Total Consideration $1.72M Up to $2.61M 66% 100%	Deal Consideration Overview Value-aligned structure, paid over time Component Amount % of total Timing Details Completion Shares $0.18M 7 % Day 1 Issued at 15-day VWAP (9th Apr - 2nd May)1. Vendor Loan $1.54M 59 % Years 1-3 (8 % p.a.) Principal $1.54 m, 8 % interest p.a over 3 yrs. Standard settlement adjustments apply. Performance Earn In Up to $0.89M 34 % FY26 & FY27 Up to $445.5k FY26 + $445.5k FY27 for achieving EBITDA targets. Cash or XPON shares at 15 % discount to 15 day VWAP, floor $0.015 per share2. Upfront Consideration Total Consideration $1.72M Up to $2.61M 66% 100%
Component	Amount	% of total	Timing	Details
Completion Shares	$0.18M	7 %	Day 1	Issued at 15-day VWAP (9th Apr - 2nd May)1.
Vendor Loan	$1.54M	59 %	Years 1-3 (8 % p.a.)	Principal $1.54 m, 8 % interest p.a over 3 yrs. Standard settlement adjustments apply.
Performance Earn In	Up to $0.89M	34 %	FY26 & FY27	Up to $445.5k FY26 + $445.5k FY27 for achieving EBITDA targets. Cash or XPON shares at 15 % discount to 15 day VWAP, floor $0.015 per share2.
Upfront Consideration Total Consideration	$1.72M Up to $2.61M	66% 100%

1. Completion shares will be issued using existing capacity under ASX Listing Rule 7.1 : 2.. Shareholder approval will be sought at 2025 AGM. If shareholder approval not obtained, defaults to cash.

© 2025 XPON Technologies Group Limited

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The AI Marketing opportunity is large and growing rapidly

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Marketing is a leading adopter of AI with 31% forecast CAGR in spend from 2022 - 2028[1]

AI spend in marketing[1]

The combined XPON and Alpha Digital offering allows us to offer a more comprehensive suite of AI marketing solutions, maximising value and growth from existing customers, helping to attract new customers and increasing our share of this rapidly growing market.

Note:

1 . Source: https://t.ly/fRPyW

© 2025 XPON Technologies Group Limited

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Why Acquire Digital Marketing Businesses?

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Industry revenue forecast to be $21.8B in AU/NZ by 2027 with a CAGR of 7.2%[2]

Australia & New Zealand Digital Marketing Revenue[1]

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• Strong industry growth: industry is growing rapidly and is expected to be worth almost $22 billion by 2027 with a CAGR of 7.2%[2]

• Market fragmentation: there are thousands of digital marketing agencies and technologies in Australia & New Zealand, many small-to-medium sized companies. This fragmentation presents an opportunity for XPON to consolidate the market and become a leading player.

• High technology disruption: data, cloud and AI are driving high level of disruption, creating strong customer demand for innovative solutions and the evolution of business models.

• XPON's existing strengths: XPON already has a strong foundation in AI, data, and technology-enabled marketing. This foundation will enable XPON to integrate the acquired businesses and create a leading integrated AI marketing company.

• Forecast 1 & 2 https://bit.ly/4gxcObJ and https://bit.ly/3ZCDhOr © 2025 XPON Technologies Group Limited

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Stronger together Our combined offering provides an integrated suite of advanced AI marketing solutions across 4 core areas that help businesses acquire, retain and monitise customers

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1. Data

2. Technology

3. Media 4. Content

From Raw Data to Real Results AI-Powered Insights Made Easy

Growth Without Complexity Powerful Platforms Made Accessible

Smarter Media Buying Data-driven and AI Optimised to Deliver Results

Fuel Organic Growth Intelligent Content Across All Channels

Empowering you to understand your customers like never before. We simplify the journey from raw data to real results using cutting edge AI. Gain clear insights and predictive intelligence, the foundation for our advanced solutions, making data-driven marketing accessible and effective for everyone.

Combining our award winning AI with robust platforms like GMP and GCP to deliver a full stack marketer friendly solution that powers intelligent automation across your data, media, and content. We've integrated the flexibility of Wondaris®, our composable data platform (CDP), with advanced AdTech and Cloud capabilities to drive your growth, all while ensuring the highest levels of security and accessibility.

Unlock exceptional media performance with our AI-powered approach. From paid search and social advertising to programmatic and video, we use AI predictions from Wondaris® for precision targeting and data driven insights to continuously optimise your campaigns. Drive real results across all your channels.

Drive measurable organic growth with smarter content. By understanding audience behavior through our Data capabilities, we discover winning content and use large language models to create impactful content for SEO, social, and email. This ensures your message resonates with target audiences and fuels sustainable growth across all channels.

© 2025 XPON Technologies Group Limited

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Accelerating Value Creation XPON has a 2 pronged approach to maximising Alpha Digital’s value post acquisition:

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1. Grow the people
● AI upskilling
● Prompt coding
● Leadership development
● Personal growth
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2. Transform with Grow the business
technology ● Revenue growth driven
by innovative solutions &
● Integrated data &
cutting-edge capabilities
systems ● Margin expansion
● Automation tools and AI
through efficiency gains
agents ● Highly engaged &
● AI-powered decision motivated team
intelligence
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Alpha Digital powered by XPON will retain its brand and will continue to operate independently with specialised expertise and focus. Back office and corporate functions will be centralised with XPON, unlocking scale efficiencies from our existing corporate infrastructure.

© 2025 XPON Technologies Group Limited

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Positioned for future strategic growth

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Our business strategy is focussed on 2 core pillars to drive strategic growth utilising a combination of organic and M&A led strategies:

AI Leadership

• Be an accelerant for industry and customer AI adoption

• Broaden and deepen our AI offerings

• Catalyse internal AI transformation

• AI automation to drive margin expansion and productivity

• Build AI-powered differentiation into our customer experience

Industry Specialisation

• Specialised offerings across strategic verticals

• Deeper industry specific expertise and IP

• Stronger customer value proposition

• Enhanced competitive advantage

• Increased loyalty and retention

• Resilience through diversification of key strategic verticals

Underpinned by world class talent and capabilities

© 2025 XPON Technologies Group Limited

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Building for the AI Future

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Our future M&A approach targets the tech-enabled digital marketing sector and is built on 3 pillars:

Accelerating AI transformation

Deploy our leading AI capabilities to accelerate the AI transformation of acquired businesses making them significantly more profitable, valuable and competitive.

Smart acquisition of customers in key verticals

Target businesses with a strong foothold of strategic customers in the key vertical industries that XPON targets.

Maximise customer value & growth

Combining XPON’s existing solutions with new products and offerings of acquired businesses provides customers a wider range of integrated solutions under a single roof. Simplifying procurement for the customer and accelerating ARPU growth through cross sell opportunities for XPON.

© 2025 XPON Technologies Group Limited

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Q&A

Matt Cooper Founder & CEO, Alpha Digital

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Appendix

Transaction Summar y

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• XPON has entered into binding agreement to acquire 100% of the shares in Alpha Digital Design Consultants (Aust) Pty Ltd ABN 20 150 718 175 on a debt-free basis for a upfront consideration of $1,720,000 (subject to any completion settlement adjustments) and includes c$1m cash at bank.

• Transaction Details ● Up to $891,000 in consideration linked to 2 year EBITDA growth targets in FY26 ($0.8m EBITDA target) and FY27 ($1.1m EBITDA target). ● The transaction is expected to be completed in May 2025 subject to standard settlement conditions. ● Strong alignment with XPON's growth strategy, enhancing our position in the high-growth AI marketing sector. ● Focused on our M&A pillars: acquiring customers in key verticals, accelerating AI transformation and maximizing customer value. ● Adds strategic blue-chip clients with 87% recurring revenue, providing a stable foundation for growth. ● Offers expanded solutions and cross-selling opportunities, increasing customer value and ARPU.

• Strategic Rationale ● Leverages XPON's AI capabilities to transform Alpha Digital, driving efficiency and competitive advantage.

• Leverages XPON's AI capabilities to transform Alpha Digital, driving efficiency and competitive advantage.

• ● Creates new AI-first product opportunities across the combined customer base.

• Immediately accretive, adding $4 million in recurring revenue and fast-tracking XPON's profitability

• ● Expected to deliver over $0.8m EBITDA in FY26.

• Establishes a repeatable model for future value-accretive acquisitions.

Funding & Terms

• The Alpha acquisition will be funded by a combination of the issue of new equity, earn in and vendor loan agreement: ○ $180,000 worth of XPON scrip issued at completion at the VWAP for the 15 days prior to settlement

• 2 year performance based Earn In

  • $540,000 base earn in with potential for an additional $351,000 accelerator based on overachievement of FY26 and FY27 operating EBITDA targets:

• FY26 - base EBITDA target of $800,000 with $270,000 available for achievement of 100% of target. Additional $175,500 available as accelerators for overachievement capped at 150% of $800,000 target ($1.2m)

• ● FY27 - base EBITDA target of $1.1m with $270,000 available for achievement of 100% of target. Additional $175,500 available as accelerators for overachievement capped at 150% of $1.1m target ($1.65m)

• ● Payable as cash or shares by mutual agreement. If can’t agree defaults to cash. ● If paid as shares, issued at 15% discount to 15 day VWAP from the day the company releases its annual audited accounts with a share price floor of $0.015. Shareholder approval required for earn in shares which will be sort at 2025 AGM. If shareholder approval is not received, defaults to cash payment.

• ○ Vendor loan of $1,540,000 at 8% interest p.a over 3 years. Total loan amount subject to standard settlement adjustments.

Financial Impact

• Immediately adds $4m in recurring revenue, fast tracking cash flow break even and EBITDA profitability

• ● c$1m cash at bank injection ● Expected to add at least $0.8m EBITDA in FY26 © 2025 XPON Technologies Group Limited | 17

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Contact

For investors: investors@xpon.ai

For media: marketing@xpon.ai Join XPON’S interactive investor hub: https://investorhub.xpon.ai/welcome

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