Nitro Software : NTO - Notice of Annual General Meeting/Proxy Form

INTRODUCTION

Dear Shareholders

I am pleased to provide you details about Nitro's 2022 Annual General Meeting ('AGM' or 'Meeting') on Thursday, 26 May 2022 at 9:00am (AEST). The Notice of Meeting and Explanatory Memorandum outlining the formal business of the meeting and the Proxy Form are enclosed.

Participating in the AGM

If you are a Shareholder and you wish to attend in person, the AGM will be held at Pan Pacific Melbourne, 2 Convention Centre Place, Melbourne, VIC 3006. If you are a Shareholder and you wish to attend virtually, you can access the Meeting online athttps://web.lumiagm.com/375272368. Shareholders attending the online meeting will be able to ask questions and vote at the live meeting.

If you are attending in-person, please bring your Proxy Form with you to assist registration.

More information regarding participation in the AGM online (including browser requirements, how to vote and ask questions, etc.) is detailed in the Nitro Software AGM Virtual Meeting Guide available on the Nitro website:https://ir.gonitro.com/investor-centre/?page=annual-general-meeting.

Business of the Meeting

Kurt Johnson (Chairman) and Samuel Chandler (CEO and Co-Founder) will provide a brief presentation before the formal items of business are considered.

We encourage you to review the 2021 Annual Report, which is available on the Nitro website:https://ir.gonitro.com/investor-centre/?page=annual-general-meeting.

Kurt Johnson

Chairman

NOTICE OF THE

ANNUAL GENERAL MEETING

Nitro Software Limited ('Nitro' or 'the Company') will hold its AGM at 9:00am (AEST) on Thursday, 26 May 2022, to consider the business set out in this Notice of Meeting ('Notice').

Business

Financial Statements and Reports

To receive and consider the Company's Financial Statements, Directors' Report, and Auditor's Report for the year ended 31 December 2021.

Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding advisory resolution:

"That the Company adopt the Remuneration Report, as set out in the Directors' Report, for the year ended 31 December 2021 in accordance with Section 250R(2) of the Corporations Act."

Notes

a.

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

b. The Company's key management personnel ('KMP Members') and their closely related parties must not cast a vote on the Remuneration Report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution and that proxy specifies how to vote on the resolution.

c.

The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote "against" or "abstain," you should mark the relevant box in the attached proxy form.

Voting Exclusion Statement

Resolution 1 is indirectly connected with the remuneration of KMP Members. In accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act) the Company will disregard any votes cast (in any capacity) on Resolution 1:

• a. By or on behalf of a KMP Member named in the Remuneration Report for the year ended 31 December 2021, or that KMP Member's closely related party, regardless of the capacity in which the vote is cast; or

• b. As a proxy by a KMP Member as at the date of the meeting, or that KMP Member's closely related party, unless the vote is cast as proxy for a person entitled to vote on this resolution:

  • i. In accordance with a direction on the proxy form; or

  • ii. By the Chairman as proxy for a person entitled to vote in accordance with a direction on the proxy form, that the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a KMP Member.

What this means for Shareholders: If you intend to appoint a KMP Member (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on Resolution 1. If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on Resolution 1 on the proxy form, you will be expressly authorising the Chairman of the Meeting to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of the KMP Members, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

Resolution 2: Re-Election of Mr. Michael Brown as a Director

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

"That Mr. Michael Brown, who retires by rotation in accordance with rule 6.1(f) of the Company's Constitution and,

being eligible and offering himself for re-election, be re-elected as a Director of the Company."

Resolution 3: Election of Mr. Peter Navin as a Director

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

"That Mr. Peter Navin, who retires by rotation in accordance with rule 6.1(e) of the Company's Constitution and,

being eligible and offering himself for election, be elected as a Director of the Company."

Resolution 4: Election of Mr. Craig Scroggie as a Director

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

"That Mr. Craig Scroggie, who retires by rotation in accordance with rule 6.1(e) of the Company's Constitution and,

being eligible and offering himself for election, be elected as a Director of the Company."

Resolution 5: Approval of Issue of Performance Shares and Restricted Share Awards to Mr. Samuel Chandler, Director and Chief Executive Officer

Shareholders are asked to approve an issue of performance shares and restricted share awards to Mr. Samuel Chandler in accordance with the equity incentive plan in place for KMP and other senior executives. The Board has decided to issue 703,323 performance shares and 356,829 restricted share awards ('RSAs') to Mr. Samuel Chandler under the terms of the Company's Employee Equity Incentive Plan ('Plan'), the terms of which have been determined at the Board meeting on 28 September 2019, and the issue is subject to shareholder approval at this AGM.

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

"That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders' approval is given for the

Company to grant 703,323 performance shares and 356,829 RSAs in the Company, to Mr. Samuel Chandler,

Director and Chief Executive Officer of the Company, on the terms set out in the accompanying Explanatory

Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Mr. Chandler, Director and Chief Executive Officer of the Company or an associate of Mr Chandler.

However, the Company need not disregard a vote cast in favour of Resolution 5 by:

• a. A person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form;

• b. 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; or

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

  • i. 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

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

A vote on Resolution 5 must not be cast as a proxy by or on behalf of any of the following persons:

• a. A KMP Member as at the date of the meeting; or

• b. A Closely Related Party of such a member.

Unless the vote is cast as a proxy for a person who is entitled to vote this resolution and either:

• a. The person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• b. The person is the Chairman of the meeting and the appointment of the Chairman as proxy:

  • i. Does not specify the way the proxy is to vote on the resolution; and

  • ii. Expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP Member.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 5.

Resolution 6: Approval of Issue of Performance Shares and Restricted Share Awards to Ms. Gina O'Reilly, Chief Operating Officer

Shareholders are asked to approve an issue of performance shares and restricted share awards to Ms. Gina O'Reilly in accordance with the equity incentive plan in place for KMP and senior executives. The Board has decided to issue 301,424 performance shares and 150,712 RSAs to Ms. Gina O'Reilly, an associate of Mr. Samuel Chandler, Director and Chief Executive Officer, under the terms of the Company's Employee Equity Incentive Plan, the terms of which have been determined at the Board meeting on 28 September 2019, and the issue is subject to shareholder approval at this AGM.

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

"That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders' approval is given for the Company to grant 301,424 performance shares and 150,712 RSAs in the Company, to Ms. Gina O'Reilly, the Chief Operating Officer of the Company, as an associate of Mr. Samuel Chandler, Director and Chief Executive Officer, on the terms set out in the accompanying Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Ms. O'Reilly, an associate of Mr. Chandler, Director and Chief Executive Officer of the Company or by or on behalf of Mr. Chandler.

However, the Company need not disregard a vote cast in favour of Resolution 6 by:

• a. A person as proxy for a person who is entitled to vote, in accordance with the directions of the Proxy Form;

• b. 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; or

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

  • i. 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

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

A vote on Resolution 6 must not be cast as a proxy by or on behalf of any of the following persons:

• a. A KMP Member as at the date of the meeting; or

• b. A Closely Related Party of such a member.

Unless the vote is cast as a proxy for a person who is entitled to vote this resolution and either:

• a. The person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• b. The person is the Chairman of the meeting and the appointment of the Chairman as proxy:

  • i. Does not specify the way the proxy is to vote on the resolution; and

  • ii. Expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP Member.

The Chairman of the Meeting intends to vote all undirected proxies in favour of Resolution 6.