Emerge Gaming : Annual General Meeting Update - Change of Venue

For personal use only

ASX RELEASE

15 December 2021

Annual General Meeting - change of venue

Emerge Gaming Limited (ASX: EM1) ("Emerge" or the "Company") advises that the venue has changed for the Annual General Meeting of Shareholders scheduled to be held at 4pm (WST) on Monday, 31 January 2022 ("Meeting").

The Meeting will now be held at the following location: 283 Rokeby Road, Subiaco, WA 6008.

All other details regarding the Meeting remain unchanged. Meeting documents with the updated venue are attached for completeness.

For further information:

1. [e-mail]

1. + 61 2 9680 8777

About Emerge Gaming

Emerge Gaming Limited (ASX:EM1) is a leading eSports and gaming technology company. Emerge Gaming owns and operates an online eSports and casual gaming tournament platform technology and lifestyle hub. Via this platform, casual, social and hardcore gamers can play hundreds of gaming titles against each other via their mobile, console or PC, earning rewards and winning prizes.

The platform uses its unique IP, advanced analytics tracking and proprietary algorithms to deliver an optimum tournament gaming experience for users while providing advertisers with the perfect vehicle for delivery of their messaging to a fully engaged audience.

More information: view www.emergegaming.com.au

ASX release authorised by the Company Secretary on behalf of the Board of Directors of Emerge Gaming Limited.

Emerge Gaming Limited | ABN 31 004 766 376

| emergegaming.com.au | [e-mail] | + 61 2 9680 8777

For personal use only

Annual General Meeting - Notice and Proxy Form

The 2021 Annual General Meeting of Shareholders of Emerge Gaming Limited (ASX: EM1) ("Emerge" or the "Company") will be held at 283 Rokeby Road, Subiaco, WA 6008 ("Location") at 4pm (WST) on Monday, 31 January 2022 ("Meeting").

In accordance with recent amendments to the Corporations Act 2001 (Cth) under the Treasury Laws Amendment (2021 Measure No.1) Act 2021., the Company will not be sending hard copies of the Notice of Annual General Meeting and Explanatory Memorandum ("Notice") to Shareholders. Instead, Shareholders can access a copy of the Notice online:

• Via the Company's websitewww.emergegaming.com.au
• Via the Company's ASX announcements page at www2.asx.com.au/markets/company/em1 under the Company's ASX code "EM1"; and
• If you have provided an email address and have elected to receive electronic communications for the Company, via an email to your nominated email address with a link to an electronic company of the Notice.

The Company intends to hold a physical meeting at the Location without the use of video conferencing technology. However, in order to minimise the risk to Shareholders, the Company and its ongoing operations, Shareholders are encouraged to vote by proxy instead of attending the meeting at the Location. Accordingly, the proxy form provided within the Notice and enclosed to this letter should be filled out by Shareholders intending to vote by proxy, with specific instructions on how the Shareholder's vote is to be exercised by the proxy. For details on how to complete and submit the proxy form to the Company, please refer to the instructions in the Notice.

The Board continues to monitor the COVID-19 situation. As the situation is constantly evolving, we may make alternative arrangements to the way in which the Meeting is held. If this occurs, we will notify Shareholders of any changes by way of an ASX announcement, and the details will also be made available on our website.

If you are unable to access the Notice through the abovementioned means, please contact the Company Secretary on [phone] or at [e-mail] 9:00am and 5:00pm (WST) on Monday to Friday who will arrange for a copy of the Notice to be provided to you.

Shareholders are encouraged to vote by lodging the attached proxy form. As the situation regarding the management of COVID-19 is evolving rapidly, Shareholders are encouraged to monitor the Company's website for any further updates in relation to the arrangements for the Meeting.

For further information:

1. [e-mail]

1. + 61 2 9680 8777

About Emerge Gaming

Emerge Gaming Limited (ASX:EM1) is a leading eSports and gaming technology company. Emerge Gaming owns and operates an online eSports and casual gaming tournament platform technology and lifestyle hub. Via this platform, casual, social and hardcore gamers can play hundreds of gaming titles against each other via their mobile, console or PC, earning rewards and winning prizes.

The platform uses its unique IP, advanced analytics tracking and proprietary algorithms to deliver an optimum tournament gaming experience for users while providing advertisers with the perfect vehicle for delivery of their messaging to a fully engaged audience.

More information: view www.emergegaming.com.au

Emerge Gaming Limited | ABN 31 004 766 376

| emergegaming.com.au | [e-mail] | + 61 2 9680 8777

For personal use only

EMERGE GAMING LIMITED

ACN 004 766 376

NOTICE OF ANNUAL GENERAL MEETING

TIME:	4:00pm (WST)
DATE:	31 January 2022
PLACE:	283 Rokeby Road, Subiaco, WA

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the

Company Secretary on [phone].

For personal use only

C O N T E N T S

Business of the Meeting (setting out the proposed

Resolutions)

3

Explanatory Statement (explaining the proposed

Resolutions)	5
Glossary	12
Schedule A	13
Proxy Form	enclosed

I M P O R T A N T I N F O R M A T I O N

Time and place of Meeting

Notice is given that the Meeting will be held at 4:00pm (WST) on 31 January 2022 at:

283 Rokeby Road, Subiaco, WA

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

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 4:00pm (WST) on 29 January 2022.

All Resolutions at the Meeting will be decided based on proxy votes.

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one- half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
• • the proxy is not recorded as attending the meeting; or
  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Lodgement of proxies

The proxy form (and other power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney of other authority) must be deposited at or posted to, the Share Registry at the below address or sent by facsimile to the Company on [phone] not less than 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy proposes to vote.

Delivery Address	Postal Address
Automic Registry Services	Automic Registry Services
Level 5, 126 Phillip Street	GPO Box 5193
Sydney NSW 2000	Sydney NSW 2001

A proxy form is attached to this notice

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company share registry

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For personal use only

B U S I N E S S O F T H E M E E T I N G

A G E N D A

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2021, together with the Directors' Declaration, the Directors' Report, the Remuneration Report and the Independent 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 30 June 2021."

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

Voting Prohibition Statement: 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 this Resolution if: the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 - ELECTION OF DIRECTOR -	MR
ROBERT HERSOV

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 14.4 of the Constitution and for all other purposes, Mr Robert Hersov, who retires and being eligible, offers himself for election as a Director."

4. RESOLUTION 3 - RE-ELECTION OF DIRECTOR - MR BERT MONDELLO

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 14.4 of the Constitution and for all other purposes, Mr Bert Mondello, who retires and being eligible, offers himself for election as a Director."

5. RESOLUTION 4 - RE-ELECTION OF DIRECTOR - MR PHILIP RE

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 14.4 of the Constitution and for all other purposes, Mr Philip Re, who retires and being eligible, offers himself for election as a Director."

6. RESOLUTION 5 - APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass 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 Company to up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

7. RESOLUTION 6 - GRANT OF SHARES TO MR FIRDHOSE COOVADIA

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

"That, for the purposes of section 195(4) and section 208 of the Corporations Act and Listing Rule 10.11, and for all other purposes, approval is given for the Company to grant 3,000,000 Shares to Mr Firdhose Coovadia (and/or his nominees), 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: Mr Firdhose Coovadia (and/or his nominees), a person, (or persons) who is expected receive the Shares in relation to the Company (each, an Excluded Person); or an associate of that person (or those persons) who is expected receive the Shares in relation to the Company. However, the entity need not disregard a vote if: it is cast by a person as proxy for a 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.

Voting Prohibition: 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 this Resolution if: the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 7: REMOVAL OF AUDITOR

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

"That, subject to and conditional upon Resolution 8 being passed by Shareholders, pursuant to section 329 of the Corporations Act and for all other purposes, approval is given for the removal of Criterion Audit Pty Ltd, the current auditor of the Company effective from the date of the Meeting."

9. RESOLUTION 8: APPOINTMENT OF AUDITOR

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

"That, subject to and conditional upon Resolution 7 being passed by Shareholders, pursuant to section 327D of the Corporations Act and for all other purposes, approval is given for the appointment of Hall Chadwick WA Audit Pty Ltd being qualified to act as auditor of the Company and having consented to act as auditor of the Company as the

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