YOJEE LIMITED — Proxy Solicitation & Information Statement 2024

May 23, 2024

Yojee Limited ACN 143 416 531

Notice of General Meeting

Notice is given that the Meeting will be held at:

Time: 11:00 am (WST) Date: 26 June 2024 Place: Level 3, 88 William Street Perth WA 6000

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 7:00pm (Sydney time) on 24 June 2024.

Business of the Meeting

Agenda

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Resolution 1 – Ratification of a prior issue – Tranche 1 of the Additional Placement

To consider and, if thought fit, to pass, with or without amendment, 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 26,000,000 Shares to sophisticated and/or professional investors under ASX Listing Rule 7.1 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 any person who participated in the issue of Shares, or any associates of those persons.

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Resolution 2 – Issue of Shares – Tranche 2 of the Additional Placement

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of up to 7,333,333 Shares to sophisticated and/or professional investors 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 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 any associates of those persons.

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Resolution 3 – Issue of Shares – Lead Manager Fees

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Shares to 708 Capital Pty Ltd (or its nominee(s)) 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 708 Capital Pty Ltd (or its nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

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Resolution 4 – Subscription of Shares by a Related Party – Shannon Robinson

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 1,300,000 Shares to Shannon Robinson (or her nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Shannon Robison (or her nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (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.

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Resolution 5 – Subscription of Shares by a Related Party – Davide Bosio

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 3,700,000 Shares to Davide Bosio (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Davide Bosio (or his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (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.

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Resolution 6 – Enable the issue of Equity Incentives under an Employee Incentive Scheme – Equity Incentive Plan

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

• “That, for the purposes of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, approval is given to enable the Company to issue Equity Incentives under the employee incentive scheme titled “Equity Incentive Plan”, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Equity Incentive Plan, or any of their associates.

Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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Resolution 7 – Issue of Options – Tranche 1 Corporate Adviser Fees

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 7,500,000 Options to 708 Capital Pty Ltd (or its nominee(s)) 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 708 Capital Pty Ltd (or its nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

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Resolution 8 – Issue of Options – Tranche 2 Corporate Adviser Fees

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 7,500,000 Options to 708 Capital Pty Ltd (or its nominee(s)) 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 708 Capital Pty Ltd (or its nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

Dated: 23 May 2024

By order of the Board

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Sonu Cheema Company Secretary

Voting exclusion statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

• (a) a person as 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 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

• (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.

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:

• (a) each Shareholder has a right to appoint a proxy;

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

• (c) 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:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) 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 9463 2463.

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.

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Background to Resolutions 1 to 5

On 8 March 2024, the Company announced an upsized capital raising to raise an additional $1,000,000 through the issue of 33,333,333 Shares at $0.03 per Share ( Additional Placement ) together with confirmation of completion of the remainder of the placement announced on 15 November 2023 and approved by Shareholders at the general meeting held on 31 January 2024 ( Placement ).

The Additional Placement is being undertaken in two tranches as follows:

• (a) Tranche 1: 26,000,000 Shares using its capacity under ASX Listing Rule 7.1; and

• (b) Tranche 2: 7,333,333 Shares to be issued subject to Shareholder approval.

708 Capital Pty Ltd (AFSL No. 386279) ( Lead Manager ) was engaged to act as lead manager to the Additional Placement pursuant to a mandate ( Lead Manager Mandate ). The Company has agreed to pay the Lead Manager (or its nominee(s)) the following fees:

• (c) Management and Selling Fees: 2% and 4% (plus GST) respectively of the amount raised under the Additional Placement payable in cash ($60,000 plus GST) or Shares, at the election of the Lead Manager (2,000,000 Shares if all fees were settled by the issue of Shares). The issue of any Shares is subject to Shareholder approval. If Shareholder approval is not obtained, then the fees will be payable in cash.

The engagement of the Lead Manager is otherwise on customary terms and conditions.

Tranche 1 of the Additional Placement was completed on 13 March 2024 and Shareholder approval to ratify this issue is the subject of Resolution 1.

Tranche 2 of the Additional Placement is subject to Shareholder approval under Resolution 2.

The issue of Shares to the Lead Managers (or their nominee(s)) in lieu of the cash fees payable under the Lead Manager Mandate is subject to Shareholder approval under Resolution 3.

In addition, as announced on 5 February 2024 at the time of appointment as Directors of Shannon Robinson and Davide Bosio, the Company agreed each could subscribe for a total of 5,000,000 Shares on the same terms as the Placement (1,300,000 Shares for Shannon Robinson and 3,700,000 Shares for Davide Bosio). The issue of these Shares remains subject to Shareholder approval which is being sought under Resolutions 4 and 5 respectively.

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Resolution 1 – Ratification of a prior issue – Tranche 1 of the Additional Placement

2.1 General

Details of the Additional Placement are set out in Section 1.

Resolution 1 seeks Shareholder approval to ratify the issue of the Shares issued under Tranche 1 of the Additional Placement.

2.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

2.3

ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

2.4 Effect of the Resolution

The issue of the Shares in Tranche 1 of the Additional Placement did not fit within any of the exceptions from ASX Listing Rule 7.1 and was not subject to prior Shareholder approval. The issue of the Shares the subject of Resolution 1 effectively used up the remaining available Placement Capacity under ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12month period following the date of their issue. At the time of issue, sufficient placement capacity was available that the issue of the securities the subject of Resolution 1 did not breach ASX Listing Rule 7.1.

By ratifying the issue of the Shares the subject of Resolution 1, the Company will retain the flexibility to issue equity securities in the future up to the Placement Capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. The base figure (referred to as variable “A” in the formula in ASX Listing Rule 7.1) from which the Company’s Placement Capacity is calculated, will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

If Resolution 1 is not passed, then the Company’s Placement Capacity under ASX Listing Rule 7.1 will not be refreshed. The resulting being that the Shares the subject of Resolution 1 will continue to be included in calculating the Company’s use of the 15% limit under ASX Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without prior Shareholder approval over the 12 month period following the date of their issue.

2.5 Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

2.6 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Shares were issued to sophisticated and professional investors introduced by the Lead Manager, the allottees being determined in consultation with the Directors. None of the subscribers were a related party of the Company or an associate of any of them, or a party to whom an issue of equity securities requires Shareholder approval under ASX Listing Rule 10.11. None of the allottees was a person whose identity would be deemed to be material in terms of the criteria in ASX Listing Rules Guidance Note 21 (being members of Key Management Personnel, Company advisers, substantial shareholders, or associates of any of these parties, who were

issued a number of shares equal to or greater than 1% of the Company’s issued capital at the time);

• (b)

• the number of Shares issued was 26,000,000;

• (c) the Shares issued were all 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 Shares were issued on 13 March 2024;

• (e)

• the Shares were issued at an issue price of $0.03 each;

• (f) the Company received $780,000 from the issue of the Shares, which it is applying to the continued growth and scaling of the Company’s enterprise strategy, including additional resources in engineering, sales and customer success, as well as ongoing development and expansion of complimentary offerings, new opportunities and general working capital; and

• (g) the Shares were issued pursuant to the Additional Placement. The Company entered into an agreement with the Lead Manager in relation to the Additional Placement, the material terms of which are summarised at Section 1.

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Resolution 2 – Issue of Shares – Tranche 2 of the Additional Placement

3.1 General

Details of the Additional Placement are set out in Section 1.

Resolution 2 seeks Shareholder approval to issue Shares in relation to participation in Tranche 2 of the Additional Placement.

3.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

3.3 Effect of the Resolution

The effect of Resolution 2 will be to allow the Company to issue 7,333,333 Shares during the period of 3 months after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Shares contemplated by Tranche 2 of the Additional Placement and will not receive approximately $220,000 in subscription funds.

3.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

3.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) a maximum of 7,333,333 Shares will be issued to sophisticated and professional investors introduced by the Lead Manager, the allottees being determined in consultation with the Directors. No Shares in Tranche 2 of the Placement will be issued to a related party of the Company or an associate of any of them, or a party to whom an issue of equity securities requires Shareholder approval under ASX

Listing Rule 10.11. Further, none of the allottees will be a person whose identity would be deemed to be material in terms of the criteria in ASX Listing Rules Guidance Note 21 (being members of Key Management Personnel, Company advisers, substantial shareholders, or associates of any of these parties, who were issued a number of shares equal to or greater than 1% of the Company’s issued capital at the time);

• (b) the Shares to be issued will be issued on the same terms and conditions as existing Shares in the capital of the Company;

• (c) 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 ASX Listing Rules);

• (d)

• the Shares will be issued at an issue price of $0.03 each;

• (e)

• a total of $219,999.99 will be raised by the issue of these Shares;

• (f) the funds raised will form part of the total amount of funds raised by the Additional Placement, which will be used as described in Section 2.6(f); and

• (g) the Company entered into an agreement with the Lead Manager in relation to the Additional Placement, the material terms of which are summarised at Section 1.

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Resolution 3 – Issue of Shares – Lead Manager Fees

4.1 General

Resolution 3 seeks Shareholder approval to issue Shares to the Lead Manager (or its nominee(s)) in lieu of cash fees payable under the Lead Manager Mandate.

Details of the Lead Manager Mandate are set out in Section 1.

4.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

4.3

Effect of the Resolution

If Resolution 3 is passed, then the Company will be able to proceed with the issue of Shares to the Lead Manager (or its nominee(s)) during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using up any part of the Company’s Placement Capacity under ASX Listing Rule 7.1.

If Resolution 3 is not passed, the Company will need to pay the fees owing in cash.

4.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 3.

4.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Shares will be issued to the Lead Manager (or its nominee(s));

• (b) the maximum number of Shares to be issued is 2,000,000 Shares;

• (c) the Shares to be issued will be issued on the same terms and conditions as existing Shares in the capital of the Company;

• (d) 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 ASX Listing Rules) and it is intended that issue of all the Shares will occur on the same date;

• (e) the Shares will be issued at a deemed issue price equal to the issue price of Shares under the Placement, being $0.03 each;

• (f) the purpose of the issue of the Shares is in lieu of cash fees payable under the Lead Manager Mandate; and

• (g) the Shares are being issued pursuant to the engagement of the Lead Manager which is summarised at Section 1.

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Resolutions 4 and 5 – Subscription of Shares by Related Parties

5.1 General

On 5 February 2024 the Company announced, at the time of appointment as Directors of Shannon Robinson and Davide Bosio ( Related Party Subscribers ), it had agreed, subject to Shareholder approval, each could subscribe for a total of 5,000,000 Shares on the same terms as the Placement (1,300,000 Shares for Shannon Robinson and 3,700,000 Shares for Davide Bosio).

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The subscription of Shares by the Related Party Subscribers involves the granting of a financial benefit and each Related Party Subscriber is a related party of the Company by virtue of being a Director.

Section 210 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is on terms that would be reasonable in the circumstances if the company and the related party were dealing at arm’s length, or are less favourable than those terms.

The Directors acknowledge that the agreement to subscribe for Shares the subject of Resolutions 4 and 5 was reached prior to the appointment of the Related Party Subscribers and also consider that these Shares are to be issued to those parties at the same price and on the same terms and conditions as to all other subscribers to the Placement and Additional Placement. On that basis it is considered that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Shares to the Related Party Subscribers.

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also 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.

ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or

• (e) a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of Shares to the Related Party Subscribers falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. It therefore requires the approval of Shareholders under ASX Listing Rule 10.11.

Resolutions 4 and 5 seek the required Shareholder approval for the issue of the Shares under and for the purposes of ASX Listing Rule 10.11.

5.4 Effect of Resolutions

If any or both of Resolutions 4 and 5 are passed, the Company will be able to proceed with the issue of the Shares to the Related Party Subscribers in respect of whom the relevant Resolution(s) is passed within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). As it is an exception from ASX Listing Rule 7.1 pursuant to ASX Listing Rule 7.2 Exception 14 if approval for an issue of equity securities is obtained under ASX Listing Rule 10.11, the issue of the Shares will not use up any of the Company’s Placement Capacity under that rule.

If any or both of Resolutions 4 and 5 are not passed, the Related Party Subscriber(s) in respect of whom the Resolution(s) is not passed will not be able to subscribe for those Shares.

5.5 Board recommendation

The Board (other than the Related Party Subscribers who decline to give a recommendation due to their respective material personal interest in Resolutions 4 and 5) recommends that Shareholders vote in favour of Resolutions 4 and 5.

5.6 Technical information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5

• (a) the Shares will be issued to the following persons:

• (i) Shannon Robinson (or her nominee) pursuant to Resolution 4; and

• (ii) Davide Bosio (or his nominee) pursuant to Resolution 5,

who each fall within the category set out in ASX Listing Rule 10.11.1 by virtue of being a Director;

• (b) the maximum number of Shares to be issued to the Related Party Subscribers is 5,000,000 comprising:

• (i) 1,300,000 Shares to Shannon Robinson (or her nominee) pursuant to Resolution 4,

• (ii) 3,700,000 Shares to Davide Bosio (or his nominee) pursuant to Resolution 5,

• (c) the Shares will be issued on the same terms and conditions as all other existing Shares on issue;

• (d) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (e) the Shares will be issued at $0.03 per Share, being the same price as all other Shares in the Placement and Additional Placement; and

• (f) the purpose of the issue of the Shares is to enable the Related Party Subscribers to support the Company through the participation in a subscription for Shares on the same terms as the Placement and Additional Placement and the funds raised will be used in the same manner as the remaining funds raised by the Additional Placement as described in Section 2.6(f).

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Resolution 6 – Enable the issue of Equity Incentives under an Employee Incentive Scheme – Equity Incentive Plan

6.1 General

Following amendments to the Corporations Act effective 1 October 2022, the Company decided to implement a new employee incentive scheme titled ‘Equity Incentive Plan’ ( Plan ) which has been updated for consistency with the amendments to the Corporations Act and provides for the issue of Performance Rights and Options.

Shareholder approval to enable the issue of Equity Securities under the Plan as an exception to ASX Listing Rule 7.1 capacity was last obtained at the annual general meeting held on 9 November 2022

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the continued operation of the Plan and future issues of Equity Incentives

under the Plan will provide selected directors, employees and consultants with the opportunity to participate in the future growth of the Company.

Resolution 6 seeks Shareholder approval to enable the issue of Equity Incentives under the Plan in reliance on ASX Listing Rule 7.2 Exception 13.

6.2 ASX Listing Rules 7.1 and 7.2 Exception 13

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

Certain issues of equity securities are exempt from the restrictions of ASX Listing Rule 7.1, and are effectively disregarded for the purposes of determining the number of equity securities that a listed company has issued within a 12 month period.

ASX Listing Rule 7.2 Exception 13 creates an exception from Listing Rule 7.1 for the issue of equity securities pursuant to an employee incentive scheme for a period of 3 years after either:

• (a) the listing of the company, provided that the terms of the employee incentive scheme and the maximum number that may be issued under the scheme were set out in the company’s listing prospectus; or

• (b) shareholders have approved the issue of securities under the employee incentive scheme being an exception from ASX Listing Rule 7.1, provided that the notice of meeting included a summary of the terms of the employee incentive scheme and certain required disclosures about the number of securities previously issued under the scheme and the maximum number that may be issued under the scheme.

The exemption is only available for the issue of equity securities under the employee incentive scheme up to the maximum number stated in the prospectus or notice of meeting, as applicable. The exemption also ceases to be available if there is a material change to the terms of the employee incentive scheme after shareholder approval has been obtained.

6.3 Effect of the Resolution

Resolution 6 seeks Shareholder approval for the issue of Equity Incentives under the Plan to be an exception from Listing Rule 7.1 for a period of 3 years.

If Shareholders approve this Resolution, any issue of Equity Incentives under the Plan over the 3 years after the date of the Meeting (up to the maximum number calculated as set out in Section 7.5(c)) will not use up a portion of the Company’s Placement Capacity when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it grants Equity Incentives under the Plan.

It should be noted that if the Resolution is passed, the Company will only be able issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval. Any proposed issue of Equity Incentives to a Director, or any of their associates, under the Plan will require prior Shareholder approval under ASX Listing Rule 10.14.

If Shareholders do not approve this Resolution, the Company may still decide in future to grant Equity Incentives to eligible employees and consultants who are unrelated parties of the Company under the Plan, but other than the capacity remaining under the Shareholder approval obtained on 9 November 2022 (3,488,567 Equity Securities), which remains valid until 9 November 2025, each such issue will not be exempt from Listing Rule 7.1 and will use up a

portion of the Company’s Placement Capacity at the relevant time made (unless another exemption from Listing Rule 7.1 is applicable). The issue of Equity Incentives under the Plan in those circumstances would therefore reduce the Company’s ability to issue equity securities without seeking Shareholder approval.

6.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7.

6.5 Technical information required by Listing Rule 7.2 Exception 13

Pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13, the following information is provided in relation to Resolution 7:

• (a) a summary of the Plan is set out at Schedule 1;

• (b) the following Equity Incentives have been issued under the Plan:

• (i) 285,358 (post consolidation) performance rights issued on 8 December 2022 in reliance on ASX Listing Rule 7.2 Exception 13;

• (ii) 266,668 (post consolidation) options issued on 9 December 2022 with Shareholder approval under ASX Listing Rule 10.14;

• (iii) 11,287,400 Class C performance rights issued on 16 April 2024 with Shareholder approval under ASX Listing Rules 7.1 and 10.14; and

• (iv) 11,287,400 Class D performance rights issued on 16 April 2024 with Shareholder approval under ASX Listing Rules 7.1 and 10.14; and

• (c) the maximum number of Equity Incentives to be issued under the Plan (other than issues approved by Shareholders under ASX Listing Rule 7.1 or ASX Listing Rule 10.14) following approval under this Resolution at any given time, unless otherwise approved by Shareholders, will be 26,075,181 (being 10% of the number of the Company’s fully paid ordinary shares on issue at the date of this Notice – 260,751,810 Shares).

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Resolutions 7 and 8 – Issue of Options – Corporate Adviser Fees

7.1 General

708 Capital Pty Ltd (AFSL No. 386279) ( Corporate Adviser ) has been engaged to act as corporate adviser to the Company pursuant to a mandate ( Corporate Adviser Mandate ). The Company has agreed to pay the Corporate Adviser (or its nominee(s)) a fee of $7,500 per month for the term of the mandate (being a minimum of 12 months), which subject to Shareholder approval can be satisfied by the issue of the Options the subject of Resolutions 7 and 8.

The engagement of the Corporate Adviser is otherwise on customary terms and conditions.

7.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

7.3 Effect of the Resolutions

If any or both of Resolutions 7 and 8 are passed, the Company will be able to proceed with the issue of the Options to the Corporate Adviser in respect of the relevant Resolution(s) within three months after the date of the Meeting (or such later date as permitted by any ASX waiver

or modification of the ASX Listing Rules), without using up any part of the Company’s Placement Capacity under ASX Listing Rule 7.1.

If any or both of Resolutions 7 and 8 are not passed, the Company will need to pay a part or all of the fees owing in cash dependent on whether one or both Resolutions are not passed.

7.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolutions 8 and 9.

7.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolutions 8 and 9:

• (a) the Options will be issued to the Corporate Adviser (or its nominee(s));

• (b) the maximum number of Options to be issued is 15,000,000 as follows:

• (i) Resolution 7: 7,500,000; and

• (ii) Resolution 8: 7,500,000;

• (c) the Options to be issued will be issued on the terms and conditions set out in Schedule 2;

• (d) the Options 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 ASX Listing Rules) and it is intended that issue of all the Options will occur on the same date;

• (e) the Options will be issued at an issue price of $0.0001 each;

• (f) the purpose of the issue of the Options is in lieu of cash fees payable under the Corporate Adviser Mandate; and

• (g) the Options are being issued pursuant to the engagement of the Corporate Adviser which is summarised at Section 8.1.

Glossary

$ means Australian dollars.

Additional Placement has the meaning given in Section 1.

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.

Chair means the chair of the Meeting.

Company means Yojee Limited (ACN 143 416 531).

Constitution means the Company’s constitution.

Corporate Adviser has the meaning given in Section 8.1.

Corporate Adviser Mandate has the meaning given in Section 8.1.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Incentive means a Performance Right or an Option as the context requires issued pursuant to the Plan.

Equity Securities means a Share, a right to a Share or Option, an Option, a convertible security, and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lead Manager has the meaning given in Section 1.

Lead Manager Mandate has the meaning given in Section 1.

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

Option means an option to acquire a Share.

Performance Right means a performance right granted pursuant to the Plan to subscribe for a Share upon and subject to the terms of the rules of the Plan and the terms of any applicable offer.

Placement Capacity has the meaning in Section 2.2.

Plan or Equity Incentive Plan means plan summarised in Schedule 1.

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.

Related Party Subscribers has the meaning in Section 5.1.

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.

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

Schedule 1 – Key terms of Equity Incentive Plan

The key terms of the Plan are summarised below:

• (a) Eligibility : Participants in the Plan may be:

• (i) an employee or Director (whether executive or non-executive) of, or any individual who provides services to, the Company and any Associated Body Corporate of the Company (each a Group Company );

• (ii) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under subparagraph (i); or,

• (iii) a person prescribed by the Corporations Regulations for the purposes of section 1100L(1)(a)(iv) of the Corporations Act,

who is declared by the Board to be eligible to receive grants of Equity Incentives under the Plan ( Eligible Participants ).

• (b) Offer : The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Equity Incentives, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.

• (c) Limit on Offers : The Company must have reasonable grounds to believe, when making an Offer to which the limit on Offers as set out in section 1100V of the Corporations Act applies, that the number of Shares to be received on exercise of Equity Incentives offered under such an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made as covered by section 1100V(1)(b) of the Corporations Act at any time during the 3 year period ending on the day the Offer is made, will not exceed, if the Constitution specifies an issue cap percentage, that percentage, otherwise, the greater of:

• (i) 5% of the total number of Shares on issue at the start of the day the Offer is made; or

• (ii) such other percentage prescribed by the Corporations Regulations for the purposes of section 1100V(2)(b)(iii).

• (d) Issue price : Unless the Equity Incentives are Options quoted on the ASX, Equity Incentives issued under the Plan will be issued for nil cash consideration.

• (e) Vesting Conditions : An Equity Incentive may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Equity Incentive.

• (f) Vesting : The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Equity Incentives have been granted under the Plan or their nominee where the Equity Incentives have been granted to the nominee of the Eligible Participant), resolve to waive any of the Vesting Conditions applying to Equity Incentives due to:

• (i) Special Circumstances arising in relation to a Relevant Person in respect of those Equity Incentives; or

• (ii) a Change of Control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (g) Lapse : An Equity Incentive will lapse upon the earlier to occur of:

• (i) an unauthorised dealing in, or hedging of, the Equity Incentive;

• (ii) a Vesting Condition in relation to the Equity Incentive is not satisfied by its due date, or becomes incapable of satisfaction as determined by the Board in its sole discretion, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Equity Incentive in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Equity Incentives to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iii) in respect of unvested Equity Incentives only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Equity Incentive in the circumstances set out in paragraph (e) or the Board resolves, in its absolute discretion, to allow the unvested Equity Incentives to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) in respect of vested Equity Incentives only, a Relevant Person ceases to be an Eligible Participant and the Equity Incentive granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

• (v) the Board deems that an Equity Incentive lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

• (vi) in respect of unvested Equity Incentive only, the Company undergoes a Change of Control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Equity Incentive; and

• (vii) the expiry date of the Equity Incentive.

• (h) Not transferrable : Equity Incentives are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

• (i) Cashless exercise : Subject to the terms of the Offer, a Participant may elect to exercise vested Options by way of a ‘cashless exercise’. Where a Participant makes such an election, rather than the Participant being required to pay the Option Exercise Price for each Option to be exercised, the Company will issue the Participant with a smaller number of Shares on the exercise of the Options representing the difference between the value of the Shares to be issued and the Option Exercise Price as determined by the following formula (rounded down to a whole number of Shares):

– Number of Options exercised x (Closing Share Price Option Exercise Price) Closing Share Price

Where Closing Share Price means the closing Share price on the date of receipt by the Company of the exercise notice for the Options.

• (j) Shares : Shares resulting from the exercise of the Equity Incentives shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

• (k) Quotation of Shares : If Shares of the same class as those issued upon exercise of Equity Incentives issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.

• (l) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Equity Incentives, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Equity Incentives up to a maximum of fifteen (15) years from the grant date of the Equity Incentives. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

• (m) No Participation Rights : There are no participating rights or entitlements inherent in the Equity Incentives and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Equity Incentives.

• (n) Change in exercise price of number of underlying securities : Unless specified in the offer of the Equity Incentives and subject to compliance with the ASX Listing Rules, an Equity Incentive does not confer the right to a change in exercise price (if any) or in the number of underlying Shares over which the Equity Incentive can be exercised.

• (o) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Equity Incentive are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (p) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Equity Incentive granted under the Plan including giving any amendment retrospective effect.

• (q) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Equity Incentives, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

Definitions : Capitalised terms used in the above summary are as defined in the Plan, including:

Associated Body Corporate means:

• (a) a related body corporate (as defined in the Corporations Act) of the Company;

• (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and

• (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

Change of Control means:

• (a) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at more than 50% of the Company’s issued Shares;

• (b) a court approves, under section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

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

Relevant Person means:

• (a) in respect of an Eligible Participant, that person; and

• (b) in respect of a nominee of an Eligible Participant, that Eligible Participant.

Special Circumstances means:

• (a) a Relevant Person ceasing to be an Eligible Participant due to:

• (i) death or Total or Permanent Disability of a Relevant Person; or

• (ii) Retirement or Redundancy of a Relevant Person;

• (b) a Relevant Person suffering Severe Financial Hardship;

• (c) any other circumstance stated to constitute “Special Circumstances” in the terms of the relevant offer made to and accepted by the Participant; or

any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant.

Schedule 2 – Terms and conditions of Options

(a) Entitlement

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

(b)

Exercise price

Subject to paragraph (l), the amount payable upon exercise of each Option will be:

Resolution	Exercise Price
7	$0.05
8	$0.05

(each an Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on:

Resolution	Expiry Date
7	that date that is 5 years after the date of issue
8	that date that is 5 years after the date of issue

(each an Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Vesting Conditions

The Option will vest upon satisfaction of the following condition:

Resolution	Vesting Conditions
7	the Company and its subsidiaries (together, theGroup) achieving 140,000 billable customer transactions within any billing month by no later than 16 April 2029
8	either, the Group achieving positive EBITDA of at least $1.00 within any billing month, or, the volume weighted average price of Shares over a period of 20 consecutive ASX trading days on which trades in Shares are recorded on ASX being at least $0.15, by no later than 16 April 2029

(each, a Vesting Condition ).

(e) Exercise Period

The Options are exercisable at any time on and from the date upon which the relevant Vesting Conditions have been satisfied, until the Expiry Date ( Exercise Period ).

(f) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Options certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(g)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (h)

Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise; and

• (ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. If a Cleansing Notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (i) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued Shares of the Company.

• (j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in Exercise Price or number of underlying securities

An Option does not confer a right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) No voting or dividend rights

An Option does not carry any voting rights or entitle the holder to any dividends.

(n) Rights on winding up

An Option does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Options do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(o) Transferability

An Option is transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOJRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Monday, 24 June 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

Joint Holding: Where the holding is in more than one name, all of the securityholders 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 form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000002/000003

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I ND

Proxy Form

Please mark to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Yojee Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Yojee Limited to be held at Level 3, 88 William Street, Perth, WA 6000 on Wednesday, 26 June 2024 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 6 (except where I/we have indicated a different voting intention in step 2) even though Resolution 6 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 6 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Ratification of a prior issue – Tranche 1 of the Additional Placement Resolution 2 Issue of Shares – Tranche 2 of the Additional Placement Resolution 3 Issue of Shares – Lead Manager Fees Resolution 4 Subscription of Shares by a Related Party – Shannon Robinson Resolution 5 Subscription of Shares by a Related Party – Davide Bosio Enable the issue of Equity Incentives under an Employee Incentive Scheme – Equity Incentive Resolution 6 Plan Resolution 7 Issue of Options – Tranche 1 Corporate Adviser Fees Resolution 8 Issue of Options – Tranche 2 Corporate Adviser Fees

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s)
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This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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Y O J

3 0 9 0 3 4 A