Vertua : Notice of 2021 Annual General Meeting and Explanatory Statement

VERTUA LIMITED

ACN 108 076 295

NOTICE OF ANNUAL GENERAL MEETING

TIME:10:00am (Sydney time)

DATE:Thursday 26th August 2021

PLACE: Level 5, 97 Pacific Highway, North Sydney, New South Wales 2060

This Notice of Meeting should be read in its entirety. Shareholders in doubt as to how they should vote 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 Ms Kathleen Howell on 0404 110 249.

C O N T E N T S P A G E

Business of the Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	9
Proxy Form	enclosed/attached

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 hereby given that the Annual General Meeting of Shareholders of Vertua Limited (Company) will be held at Level 5, 97 Pacific Highway, North Sydney, New South Wales 2060, at 10:00am (Sydney time).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting sets out the background information on the various matters to be considered. The Proxy Form also form part of this Notice of Meeting.

This Notice of Meeting, Explanatory Statement and Proxy Form should be read in their entirety.

Due to the constantly changing COVID-19 situation and various state and federal restrictions, the Company encourages Shareholders to consider lodging a directed proxy in advance of the meeting in lieu of planning to attend the Meeting in person.

If Shareholders still wish to attend the Meeting in person, the Company requires that they pre- confirm their attendance by emailing the Company Secretary on [e-mail] by no later than Thursday 19th August 2021.

Shareholders should monitor Vertua's website (www.vertua.com.au) and NSX announcements for any updates about the Meeting. The proposed venue has a limited capacity and in order to adhere to social distancing rules the venue may need to change should shareholders register their intent to physically attend. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the NSX announcements platform and on our website.

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 of the Company as at 10:00am (Sydney time) on 26 August 2021.

VOTING IN PERSON

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

VOTING BY PROXY

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To vote by proxy, please complete and sign the enclosed/attached 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 Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the Proxy Form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the Meeting.

A Proxy Form accompanies this notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the Proxy Form attached to this notice. For the Proxy Form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide 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 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 (i.e. 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 (i.e. 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 Shareholders; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and

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• either of the following applies:
  o the proxy is not recorded as attending the meeting;

1. 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.

Proxy Voting by the Chair

The Corporations Act imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected proxies) on, amongst other things, remuneration matters.

However, the Chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the Shareholder who has lodged the proxy has given an express voting direction to the Chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel.

If you complete a Proxy Form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on the Resolution. In accordance with this express authority provided by you, the Chair will vote in favour of the Resolution. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the Proxy Form.

CORPORATE REPRESENTATIVES

Any corporation which is a Shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation's place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

QUESTIONS FROM SHAREHOLDERS

The Chair of the Meeting will allow a reasonable opportunity for Shareholders to ask questions or make comments on the management of the Company at the Meeting.

Shareholders with specific queries concerning any aspect of the annual financial report for the year ended 31 March 2021 are requested to submit those queries in writing by no later than 19th August 2021 to enable the Board time to consider the queries and where appropriate to make enquires of the Company's auditor.

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A G E N D A

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 March 2021 together with the Directors' Declaration, Directors' Report, Remuneration Report and Auditor's Report.

3/ RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

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

"That, for the purpose 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 March 2021."

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

Voting Exclusion Statement:

In accordance with the Corporations Act, the Company will disregard any votes cast (in any capacity) on this Resolution by or on behalf of either of the following persons:

1. a member of the Key Management Personnel named in the Remuneration Report; or
2. their Closely Related Parties.

However, a person (the voter) described above may cast a vote on this Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
2. the voter is the Chair and the appointment of the Chair as proxy:
3. 1. does not specify the way the proxy is to vote on this Resolution; and
   2. 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.

4/ RESOLUTION 2: RE-ELECTION OF DIRECTOR - MR BENJAMIN DOYLE

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 12.9 of the Constitution and for all other purposes, Mr Benjamin Doyle, a Director of the Company who retires by rotation in accordance with the Constitution, and being eligible offers himself for re- election, be re-elected as a Director of the Company."

5/ RESOLUTION 3: CHANGE OF SHARE CLASS NAME

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

"That, for any and all purposes, the Company be authorised to change the name of the Company's sole class of shares from "Class A" to "Ordinary", noting that

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