I SYNERGY GROUP LIMITED

ACN 613 927 361

NOTICE OF 2021 ANNUAL GENERAL MEETING

Dear Shareholder,

The Company advises that the 2021 Annual General Meeting (Meeting) of I Synergy Group Limited (Company) will be held at 10:30am (WST) on Thursday, 26 May 2022.

Shareholders will have the option to attend the Meeting as follows:

  • (a) In person at Ground Floor, 16 Ord Street, West Perth WA 6005; or

  • (b) Via an online meeting facility, details of which will be provided to Shareholders prior to the Meeting.

All shareholders will be able to participate in the Meeting by:

  • (a) Attending and voting their Shares in person at the physical meeting address; or

  • (b) Attending and voting their Shares through the virtual meeting facility (details of which will be provided to Shareholders prior to the Meeting); or

(c)Voting their Shares prior to the Meeting by lodging the enclosed proxy form by no later than 10:30am (WST) on 24 May 2022; and/or

(d) Lodging any questions in relation to any of the resolutions put forward at the Meeting in advance of the Meeting by emailing the questions to the Company Secretary athmiller@ventnorcapital.com, by no later than 10:30am on 24 May 2022.

BUSINESS OF THE MEETING

Important information regarding the matters to be considered at the Annual General Meeting is set out in the Notice of Meeting and Explanatory Statement.

A copy of the Notice of Meeting and Explanatory Statement is available for download athttps://www.i-synergygroup.com/investor-relations/#download. Further, a copy of the Notice of Meeting and Explanatory Statement will also be announced through the ASX market announcements platform.

Yours sincerely,

Harry Miller Company Secretary

I SYNERGY GROUP LIMITED ACN 613 927 361

2021 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:

10.30 am (WST)

DATE:

26 May 2022

PLACE:

Ground Floor, 16 Ord Street, West Perth WA 6005 and via Virtual Meeting Facility

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 10.30AM (WST) on 24 May 2022.

BUSINESS OF THE MEETING

AGENDA

  • 1. 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.

  • 2. 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.

    A voting prohibition statement applies to this Resolution. Please see below.

  • 3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - MR DATO LAWRENCE TEO

    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 11.1 of the Constitution and for all other purposes,

    Mr Dato Lawrence Teo, a Director, retires by rotation, and being eligible, is re-

    elected as a Director."

  • 4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR DERRICK DE SOUZA

    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 11.1 of the Constitution, Listing Rule 14.4 and for

    all other purposes, Mr Derrick De Souza, a Director, retires by rotation, and being

    eligible, is re-elected as a Director."

  • 5. RESOLUTION 4 - ELECTION OF DIRECTOR - MR JOSHUA HUNT

    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 11.2 of the Constitution and for all other purposes,

    Mr Joshua Nicholas Hunt, his nomination and consent having been received and

    being eligible, is elected as a Director of the Company effective upon the passing of

    this Resolution."

  • 6. RESOLUTION 5 - ADOPTION OF EMPLOYEE SECURITIES 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 Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of up to a maximum of 4,000,000 Securities under that Plan, on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement apply to this Resolution. Please see below.

  • 7. RESOLUTION 6 - ISSUE OF ZERO EXERCISE PRICE OPTIONS TO DIRECTOR - MR DATO LAWRENCE TEO

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

    "That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,380,000 Zero Exercise Price Options to Mr Dato Lawrence Teo (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

  • 8. RESOLUTION 7 - ISSUE OF ZERO EXERCISE PRICE OPTIONS TO DIRECTOR - MR KEVIN COUTINHO

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

    "That, subject to the passing of Resolution 5, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,380,000 Zero Exercise Price Options to Mr Kevin Coutinho (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

  • 9. RESOLUTION 8 - ISSUE OF ZERO EXERCISE PRICE OPTIONS TO PROPOSED DIRECTOR - MR JOSHUA HUNT

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

    "That, subject to the passing of Resolutions 4 and 5, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 690,000 Zero Exercise Price Options to Mr Joshua Hunt (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

  • 10. RESOLUTION 9 - APPROVAL OF 10% PLACEMENT CAPACITY

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital ofthe Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and a voting prohibition statement applies to this Resolution. Please see below.

Dated: 27 April 2022

By order of the Board

Dato Lawrence Teo Director

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iSynergy Group Ltd published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 04:04:03 UTC.