Credit Clear : Notice of Extraordinary General Meeting/Proxy Form

Extraordinary General Meeting - FY21

20 December 2021

onlyDear Shareholder

On behalf of the Directors of Credit Clear Limited (ASX: CCR) (Credit Clear or the Company), I am pleased to invite you to participate in our Extraordinary General Meeting (EGM or Meeting). Due to the ongoing restrictions and

useuncertainties related to COVID-19, the EGM will be held online at 11am on Friday, 21 January 2022 (AEDT).

Shareholders will be able to participate in the Meeting by joining the live stream via an online platform and view the presentations, as well as vote and ask questions live during the meeting.

We recommend logging onto the live online platform 30 minutes before the scheduled start time using the following instructions:

personal	1.	Enter https://meetings.linkgroup.com/CCREGM21into a web browser on a computer, mobile, or other
		to the Meeting.
		online device.
	2.	Enter your unique access details
		a.	Security holders will need their Securityholder Reference Number (SRN) or Holder Identification
			Number (HIN), which is printed at the top of the Proxy Form.
		b.	Proxy holders will need their proxy code, which Link markets Services will provide via an email prior
S curity holders can ask questions of the board and our external auditor in the following ways:
	ξ	Before	the EGM, questions can be submitted online at www.linkmarketservices.com.au and/or by
		completing and returning the EGM Question Form prior to 5pm (AEDT) on Monday, 17 January 2022;
	ξ	In writing during the EGM via the online platform;
For	ξ	Orally during the EGM using the telephone service. Please contact Link Market Services on 1800 990 363 or
	[phone] by 11am (AEDT) on Wednesday, 19 January 2022 to obtain a personalised PIN number.

Security holders may vote on the resolutions to be considered at the EGM either by lodging a Proxy Form before the EGM or by voting online before or during the EGM. Please note, Proxy Forms should be submitted prior to the Proxy Deadline of Wednesday, 19 January 2022.

Further information about how to log into the EGM online platform, to register for the Meeting, and to participate in the Meeting as a security holder is available in the Virtual Meeting Online Guide.

Credit Clear Limited	W: creditclear.com.au	ABN: 48604797033
Level 4, 6 Riverside Quay	E: [e-mail]	ACN:604797033	1
Southbank VIC 3006	P: 1300 909 934	ASX Code: CCR

To review and download the Notice of Meeting, Explanatory Memorandum, the 'ƌŽƵƉ͛Ɛ Annual Report and Virtual Meeting Online Guide, please go to https://creditclear.com.au/investor-centre/results-and-reports.html

The Notice of the Extraordinary General Meeting (Notice) explains in detail the items of business you will be asked onlyto consider at the EGM. You should carefully read the Notice and Explanatory Memorandum before deciding how

to vote on the resolutions.

On behalf of the Board of Directors, I thank you for your continued support and hope to welcome you at the EGM.

Sincerely,

useGerd Schenkel

Chair and Non-executive Director personalFor

Credit Clear Limited	W: creditclear.com.au	ABN: 48604797033
Level 4, 6 Riverside Quay	E: [e-mail]	ACN:604797033	2
Southbank VIC 3006	P: 1300 909 934	ASX Code: CCR

For personal use only

CREDIT CLEAR LTD

ACN 604 797 033

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held virtually on 21 January 2022 at 11.00am (AEDT) using the online platform provided by our share registry, Link Market Services: https://meetings.linkgroup.com/CCREGM2021

The Notice of Extraordinary General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

For personal use only

For personal use only

CREDIT CLEAR LIMITED

ACN 604 797 033

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an extraordinary general meeting of Shareholders of Credit Clear Limited (Company)

will be held virtually on 21 January 2022 at 11.00am (AEDT) (Meeting).

AGENDA

1. RESOLUTION 1 ʹ RATIFICATION OF PRIOR ISSUE OF THE TRANCHE 1 PLACEMENT SHARES

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

͞dŚĂƚ͕ĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨ>ŝƐƚŝŶŐZƵůĞϳ͘ϰ͕ĂŶĚĨŽƌĂůůŽƚŚĞƌƉƵƌƉŽƐĞƐ͕^ŚĂƌĞŚŽůĚĞƌƐƌĂƚŝĨLJƚŚĞƉƌŝŽƌŝƐƐƵĞŽĨ

31,853,011 Shares under Listing Rule 7.1 to sophisticated and professional investors on or about 23 December 2021 to raise approximately $12.7 million (before costs) (Tranche 1 Placement Shares), on the terms and conditions set out in the Explanatory Statement.͟

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the issue of the Tranche 1 Placement Shares or is a counterparty to the ARMA Share Purchase Agreements or any associates of those persons. However, this does not apply to a vote cast in favour of Resolution 1 by:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with directions given to the proxy or attorney to vote on Resolution 1 in that way; or
• the Chair as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• • 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 Resolution 1; and
  • the holder votes on Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair intends to vote available proxies IN FAVOUR of Resolution 1 where he is duly authorised to do so.

2. RESOLUTION 2 ʹ APPROVAL OF THE ISSUE OF THE TRANCHE 2 PLACEMENT SHARES

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

͞dŚĂƚ͕ĨŽƌƚŚĞƉƵƌƉŽƐĞƐŽĨ>ŝƐƚŝŶŐZƵůĞϳ͘ϭ͕ĂŶĚĨŽƌĂůůŽƚŚĞƌƉƵƌƉŽƐĞƐ͕ĂƉƉƌŽǀĂůŝƐŐŝǀĞŶĨŽƌƚŚĞŽŵƉĂŶLJƚŽ issue 31,896,989 Shares (Tranche 2 Placement Shares) to sophisticated and professional investors on the terms and conditions set out in the Explanatory Statement͘͟

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of (except a benefit solely in the