I Synergy : Notice of General Meeting

For personal use only

• FEBRUARY 2021 | ASX:IS3

IMPORTANT INFORMATION REGARDING GENERAL MEETING

Dear Shareholder

Notice is hereby given that the General Meeting (Meeting) of I Synergy Group Limited (I Synergy) will be held as a physical meeting at Ground Floor, 16 Ord Street, West Perth WA 6005 on Friday, 4 March 2022 at 10.00am (AWST).

The Australian Securities and Investments Commission (ASIC) has adopted a temporary 'no -action' position in relation to the convening and holding of shareholder meetings. The position follows on from the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 which expired on 21 March 2021. ASIC's 'no action' policy addresses, amongst other things, companies providing shareholders with details of an online location where the contents of a notice of meeting can be viewed and downloaded.

Accordingly, the Company is not sending hard copies of the Meeting materials to shareholders, unless specifically requested following the date of this letter.

Instead, a copy of the Notice of Meeting is available on the Company's website at https://www.i- synergygroup.com/investor-relations/#announcement. Alternatively, a complete copy of the meeting documents has been posted to the Company's ASX market announcements page. If you have elected to receive notices by email, you will be notified by email.

The Company will hold a physical meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions on physical gatherings. Shareholders are encouraged to vote by proxy.

The situation regarding COVID-19 is evolving rapidly and the Company is following the guidance of the Australian Government. Shareholders are encouraged to monitor the Company's ASX announcements for any further updates in relation to the Meeting.

The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

This announcement has been approved by the Board of I Synergy.

Yours sincerely,

Mr Dato Chee Hong Teo

Chairman

For personal use only

• SYNERGY GROUP LIMITED
  (ACN 613 927 361)

NOTICE OF GENERAL MEETING

Meeting to be held at Ground Floor 16 Ord Street West Perth, WA 6005

on 4 March 2022 commencing at 10am (AWST).

This Notice and Explanatory Statement should be read in its entirety.

Shareholders are urged to attend or vote by lodging the Proxy Form attached to this Notice.

If Shareholders are in doubt as to how to vote, they should seek advice from their

accountant, solicitor or other professional adviser without delay.

For personal use only

• SYNERGY GROUP LIMITED (ACN 613 927 361)
  NOTICE OF GENERAL MEETING

Notice is hereby given that the annual general meeting of I Synergy Group Limited (ACN 613 927 361) will be held at the offices of Ground Floor 16 Ord Street West Perth, WA 6005 on 4 March 2022 commencing at 10am (AWST).

Terms and abbreviations used in this Notice are defined in the Glossary in the Explanatory Statement attached to this Notice.

AGENDA

1. Resolution 1 - Issue of Shares as part consideration for the Acquisition

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 55,000,000 Shares at an issue price of $0.036 per Share, upon completion of the Acquisition to the Postech Shareholders on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolution 1:

The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. a 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 entity), including the Postech Shareholders; or
2. an associate of that person (or those persons).

However, the Company need not disregard a vote cast if it is cast by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
2. the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote as the Chairperson decides; or
3. a holder acting solely in a nominee, custodial, trustee 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 this Resolution; and
   2. the holder votes on this Resolution in accordance with directions

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given by the beneficiary to the holder to vote in that way.

2. Resolution 2 - Issue of New Options as part consideration for the Acquisition

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 55,000,000 New Options for a nil issue price, upon completion of the Acquisition to the Postech Shareholders on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolution 2:

The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. a 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 entity), including the Postech Shareholders; or
2. an associate of that person (or those persons).

However, the Company need not disregard a vote cast if it is cast by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
2. the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote as the Chairperson decides; or
3. a holder acting solely in a nominee, custodial, trustee 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 this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 - Election of Mr Kevin Coutinho as a Director

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

"That for the purposes of clause 11.2 of the Company's Constitution and for all other purposes, Mr Kevin Coutinho is elected as a Director of the Company with effect from completion of the Acquisition."

4. Resolution 4 - Issue of Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following

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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 27,555,838 Placement Shares at an issue price of $0.036 per Placement Share to the Sophisticated Investors,

on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolution 4:

The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. a 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 entity), including the Sophisticated Investors; or
2. an associate of that person (or those persons).

However, the Company need not disregard a vote cast if it is cast by:

1. a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way;
2. the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote as the Chairperson decides; or
3. a holder acting solely in a nominee, custodial, trustee 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 this Resolution; and
   2. the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 5 - Issue of free-attaching New Options

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 27,555,838 free-attaching New Options for a nil issue price to the Sophisticated Investors, on the terms and

conditions set out in the Explanatory Statement."

Voting Exclusion Statement for Resolution 5:

The Company will disregard any votes cast in favour of the resolution by or on behalf of:

1. a 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

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