Vortiv : Notice of Annual General Meeting/Proxy Form

For personal use only

VORTIV LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Level 1, 283 Elizabeth Street, Brisbane, Queensland and electronically on an online platform www.advancedshare.com.au/virtual-meeting

on 22 August 2022 at 11am (AEST).

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by

telephone on 08 6444 1798.

For personal use only

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

Venue

The electronic element of the AGM will be held via

www.advancedshare.com.au/virtual-meeting

Shareholder ID: Please refer to your personalised Shareholder ID on your Proxy Form

How to Vote

You may vote by attending the Meeting in person or electronically on the AGM online platform, by proxy or authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place set out above. The Meeting will commence at 11am (AEST).

Voting Electronically

To vote electronically, attend the Meeting on the date and via www.advancedshare.com.au/virtual- meetingset out above. The Meeting will commence at 11am (AEST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either deliver the proxy form by post, in person, by facsimile or by email in accordance with instructions on the proxy form. You may also submit your proxy vote online in accordance with instructions on the proxy form.

Your proxy form must be received not later than 48 hours before the commencement of the Meeting.

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
3. The Chair of the Meeting will vote undirected proxies in favour of all Resolutions.
4. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date and time to determine the identity of those Shareholders entitled to attend and vote at the Meeting. The date is 20 August 2022 at 5pm (AEST).
5. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

For personal use only

ONLINE ATTENDANCE AND VOTING

Shareholders and their proxies or corporate representatives will be able to participate in the Meeting through an online platform at www.advancedshare.com.au/virtual-meeting.

This online platform allows Shareholders to attend the Meeting in real time and allow them to vote and ask questions in respect to the resolutions.

It is recommended that Shareholders try to log on to the online platform at least 10 minutes prior to the scheduled start time for the Meeting. Shareholders who wish to participate virtually may do so in accordance with the following instructions:

1. Go towww.advancedshare.com.au/virtual-meeting
2. Login using the Meeting ID and your personalised Shareholder ID which can be found on your personalised Proxy Form, where you can join the meeting, directly lodge questions, and enter poll instructions on the resolutions
3. There will be a live webcast where you can listen to the virtual Meeting

For personal use only

VORTIV LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of the Company will be held at Level 1, 283 Elizabeth Street, Queensland on Monday, 22 August 2022 at 11am (AEST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

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 as Shareholders on 20 August 2022 at 5pm (AEST).

AGENDA

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 31 March 2022, which includes the Financial Report and Director's Report, Remuneration Report and the Auditor's Report.

2. Resolution 1 - Remuneration Report

To consider, and if thought fit, to pass 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 Report for the financial year ended 31 March 2022."

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

Voting Prohibition Statement: In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons (the "voter"):

1. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
2. a Closely Related Party of such a member.

However, the voter may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair of the meeting and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. expressly authorises the Chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

For personal use only

3. Resolution 2A - Affirmation of Director Appointment - Mr Nicholas Smedley

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

"That, subject to and conditional upon all of the Director Resolutions passing, Mr Nicholas Smedley, who seeks shareholder affirmation of his appointment as a Director in accordance with the Explanatory Memorandum, offers himself for re-election, and his appointment is hereby affirmed by shareholders as a Director of the Company."

Further details in respect of Resolution 2A are set out in the Explanatory Memorandum accompanying this Notice.

4. Resolution 2B - Affirmation of Director Appointment - Mr Jason Titman

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

"That, subject to and conditional upon all of the Director Resolutions passing, Mr Jason Titman, who seeks shareholder affirmation of his appointment as a Director in accordance with the Explanatory Memorandum, offers himself for re-election, and his appointment is hereby affirmed by shareholders as a Director of the Company."

Further details in respect of Resolution 2B are set out in the Explanatory Memorandum accompanying this Notice.

5. Resolution 2C - Re-election of Director - Mr Simon Vertullo

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

"That, subject to and conditional upon all of the Director Resolutions passing, Mr Simon Vertullo, who retires in accordance with clause 6.3 of the Constitution and ASX Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Further details in respect of Resolution 2C are set out in the Explanatory Memorandum accompanying this Notice.

6. Resolution 3 - Approval of 10% Placement Capacity

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

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities 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, to be issued on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast in favour of this 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 of Equity Securities under this Resolution (except a benefit solely by reason of being a Shareholder) or an associate of that person. However, this does not apply to a vote cast in favour of the Resolution by: