Tempo Australia : Notice of 2022 Annual General Meeting / Proxy Form

TEMPO AUSTRALIA LIMITED ACN 000 689 725

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:

11:00AM (AEST)

DATE:

4 May 2022

All Shareholders will attend by Virtual procedures as detailed here:

Virtual Meeting Details:

Online Venue at:

https://meetings.linkgroup.com/TPP22

We recommend logging onto our online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

Enter thehttps://meetings.linkgroup.com/TPP22into a web browser on a mobile or online device;

Shareholders will need their Securityholder Reference Number or Holder Identification Number, which is printed at the top of your Voting Form; and

Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meeting.

More information about online participation and voting in the Meeting is available in the Online Platform

Guide athttps://www.tempoaust.com/asx-releases

How to vote

Shareholders may vote by:

Using the online platform - We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting using the instructions below:

Enter thehttps://meetings.linkgroup.com/TPP22 into a web browser on a mobile or online device;

Shareholders will need their Securityholder Reference Number or Holder Identification Number, which is printed at the top of the Voting Form; and

Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the Meetings.

Online voting will be open between the commencement of the Meeting at 11.00 am (AEST) on 4 May 2022 and the time at which the Chair announces the closure of voting.

More information about online participation in the Meetings is available in the Online Platform Guide atwww.tempoaust.com/asx-releases.

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 5:00PM (AEST) on 2 May 2022.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2021 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

1.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 31 December 2021."

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter) described above 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:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

  • (i) does not specify the way the proxy is to vote on this Resolution; and

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

2.

RESOLUTION 2 - ELECTION OF DIRECTOR - MR CHARLES ROTTIER

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

"That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Charles Rottier, a Director retires by rotation, and being eligible, is re-elected as a Director."

3. RESOLUTION 3 - APPROVAL TO AMEND MR HOWARD'S EMPLOYMENT AGREEMENT

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to amend Mr Howard's employment agreement with the Company 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

•  The person who is to receive the securities in question 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

•  any Associate of such person(s).

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

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

•  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

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

  •  the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

Voting Prohibition - s250BD and s250R

In accordance with sections 250R(4) and 250BD of the Corporations Act, the Company will disregard any votes cast (in any capacity) on Resolution 3 by or on behalf of Excluded Persons.

However, the Company will not disregard a vote made by an Excluded Person as proxy if the vote is not cast on behalf of an Excluded Person, and either:

• (a) the Excluded Person is appointed as proxy or attorney in writing that specifies the way the proxy or attorney is to vote on Resolution 3; or

• (b) the Excluded Person is the Chair who has been appointed as proxy for a person entitled to vote and the appointment of the Chair:



does not specify the way the proxy is to vote on Resolution 1; and



expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of Key Management Personnel.

4. RESOLUTION 4 APPROVAL TO AMEND THE CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of section 136 of the Corporations Act, and for all other purposes, approval is given to amend Article 9.8 of the Company's Constitution as described in the Explanatory Memorandum accompanying this Notice.

Dated: 8 April 2022

By order of the Board

Mr William Howard

Chief Financial Officer and Company Secretary