Vortiv : Notice of Extraordinary 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 GENERAL MEETING

The General Meeting of the Company will be held at Level 1,

283 Elizabeth Street

Brisbane, Queensland

on Tuesday, January 18th 2022 at 5pm (AEST).

Due to the ongoing COVID-19 pandemic and strict limitation on physical attendance, the Company has taken steps to ensure attendance in person is in adherence to COVID-19 protocols. If the situation in relation to COVID-19 changes in a way that affects the Company's ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by releasing an announcement on the ASX market announcements platform.

Shareholders are urged to vote by lodging the Proxy Form

For personal use only

TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The Extraordinary General Meeting of the Company will be held at:

Level 1, 283 Elizabeth Street
Brisbane, Queensland	Commencing at 5pm (AEST)
Australia	On Tuesday, January 18th 2022

How to Vote

You may vote by attending the Meeting in person, 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 5pm (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 Chairman of the Meeting will vote undirected proxies in favour of all Resolutions.
4. If you appoint the Chairman of the Meeting as your proxy (or if he may be appointed by default), but you do not direct the Chairman how to vote in respect of a Resolution, your election to appoint the Chairman as your proxy will be deemed to constitute an express authorisation by you directing the Chairman to vote in favour of all Resolutions.
   This express authorisation acknowledges that the Chairman may vote your proxy even if he or she has an interest in the outcome of the resolution even if the resolution is connected directly or indirectly with remuneration of a member of the KMP of the Company (or if the Company is part of a consolidated entity, for the entity) and accordingly your votes will be counted in calculating the required majority if a poll is called.
5. 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 Sunday January 16th, 2022, at 5.00pm (AEST).
6. 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

VORTIV LIMITED

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

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of the Company will be held at Level 1, 283 Elizabeth Street Brisbane, Queensland on Tuesday January 18th, 2022 at 5pm (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 form 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 [*] at 5pm (AEST).

AGENDA

Resolutions 1A, 1B, 1C - Approval of Issue of Securities to Directors

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

1A "That, subject to each of Resolutions 1B and 1C being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 16,666,667 Shares and 16,666,667 Attaching Options (in aggregate) to the Nicholas Smedley or his nominee(s) on the terms and conditions set out in the Explanatory Memorandum."

1B "That, subject to each of Resolutions 1A and 1C being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 10,000,000 Shares and 10,000,000 Attaching Options (in aggregate) to Jason Titman or his nominee(s) on the terms and conditions set out in the Explanatory Memorandum."

1C "That, subject to each of Resolutions 1A and 1B being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 6,666,666 Shares and 6,666,666 Attaching Options (in aggregate) to Simon Vertullo or his nominee(s) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolutions 1A, 1B and 1Cby or on behalf of the each of Nicholas Smedley, Jason Titman or Simon Vertullo, respectively, and each of their nominees, or any associates of those persons.

However, the Company need not disregard a vote for a Resolution if:

1. it is cast by a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
2. it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
3. it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

For personal use only

Resolution 2 - Approval of Issue of Director Options to Nicholas Smedley

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to each of Resolutions 3 and 4 being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 20,000,000 Director Options to Nicholas Smedley or his nominee(s) 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 Nicholas Smedley and his nominees, or any associates of those persons.

However, the Company need not disregard a vote if:

1. it is cast by a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
2. it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
3. it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with Section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if:

1. the proxy is either a member of the Company's KMP or a closely related party of a KMP; and
2. the appointment does not specify the way the proxy is to vote on the Resolution.

However, for the purposes of Section 250BD of the Corporations Act, the above prohibition does not apply if:

1. the proxy is the Chairman of the Meeting; and
2. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is part of a consolidated entity, for the entity.

Resolution 3 - Approval of Issue of Director Options to Jason Titman

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to each of Resolutions 2 and 4 being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 20,000,000 Director Options to Jason Titman or his nominee(s) 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 Jason Titman and his nominees, or any associates of those persons.

For personal use only

However, the Company need not disregard a vote if:

1. it is cast by a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
2. it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
3. it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

In accordance with Section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if:

1. the proxy is either a member of the Company's KMP or a closely related party of a KMP; and
2. the appointment does not specify the way the proxy is to vote on the Resolution.

However, for the purposes of Section 250BD of the Corporations Act, the above prohibition does not apply if:

1. the proxy is the Chairman of the Meeting; and
2. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a KMP for the Company or if the Company is part of a consolidated entity, for the entity.

Resolution 4 - Approval of Issue of Director Options to Simon Vertullo

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That, subject to each of Resolutions 2 and 3 being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 20,000,000 Director Options to Simon Vertullo or his nominee(s) 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 Simon Vertullo and his nominees, or any associates of those persons.

However, the Company need not disregard a vote if:

1. it is cast by a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way;
2. it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote in accordance with a direction given to the chair to vote on the Resolution as the chair decides; or
3. it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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