Elsight : Notice of Annual General Meeting and Proxy Form

ASX Announcement

26 April 2022

2022 Annual General Meeting

In accordance with Listing Rule 3.17, please see attached copy of the following documents:

• 1. Notice of 2022 Annual General Meeting;

• 2. Proxy Form; and

• 3. A Letter to Shareholders regarding arrangements for the 2022 Annual General Meeting as despatched to Shareholders in lieu of the Notice of Meeting;

Authorised for release by the Board of Directors of Elsight Limited.

-ENDS-

For more information, please contact:

Corporate & Business Enquiries	Media Enquiries
Howard Digby	Justin Kelly
Elsight Limited	Media + Capital Partners
T: [phone]	M: [phone]
E:[e-mail]	E:[e-mail]
About Elsight

Elsight (ASX:ELS) (www.elsight.com) Elsight delivers Absolute Connection with 24/7 Confidence. Our proprietary bonding technology incorporates both software and hardware elements to deliver extremely reliable, secure, high bandwidth, real-time connectivity - even in the most challenging areas for stationary, portable, or actively mobile situational requirements.

(ACN 616 435 753)

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Elsight Limited (ELS or the Company) will be held as follows:

Date:

Time:

Friday, 27 May 2022 4:00pm (AEST)

Register in advance for the virtual AGM at:

https://us02web.zoom.us/webinar/register/WN_IXXelyVhR5mVC8uXDFhKRw

After registering, you will receive a confirmation email containing a link to access the AGM online.

Shareholders will be able to vote (see the "Voting virtually at the Meeting" section of this Notice of

Meeting below) and ask questions at the virtual meeting.

The Explanatory Statement and Proxy Form, which accompany and form part of this Notice, include defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

Business

Financial Statements and Reports

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

Resolution 1 - Adoption of the Remuneration Report

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

"That the Company adopt the remuneration report for the year ended 31 December 2021 in accordance with section 250R(2) of the Corporations Act 2001 (Cth)."

Notes:

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

Voting Exclusion Statement: The Company will disregard any votes cast on Resolution 1:

by or on behalf of a member of the Company's Key Management Personnel (KMP) whose remuneration details are disclosed in the remuneration report for the year ended 31 December 2021 or their closely related parties, in any capacity; or

as proxy by a person who is a member of the Company's KMP at the date of the meeting or their closely related parties.

However, votes will not be disregarded if they are cast as proxy for a person who is entitled to vote on Resolution 1:

in accordance with the directions on the proxy form; or

by the person chairing the Meeting, in accordance with an express authorisation to exercise the proxy even though Resolution 1 is connected with the remuneration of KMP; or

by 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 the resolution; and

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

The Chairman intends to vote all available undirected proxies in favour of Resolution 1.

Resolution 2 - Election of Mr Joshua (Jim) Landau as a Director of the Company

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

"That, Mr Joshua (Jim) Landau, having been appointed to the Board of Directors on 1 October 2021 in accordance with clause 14.3 of the Company's Constitution and, being eligible, be elected as a Director of the Company."

Resolution 3 - Re-election of Mr Maj. Gen Ami Shafran as a Director

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

"That, for the purpose of clause 14.2 of the Company's Constitution, Major General Ami Shafran a Director, retires by rotation, and being eligible, be re-elected as a Director."

Resolution 4 - Re-election of Mr David Furstenberg as a Director

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

"That, for the purpose of clause 14.2 of the Company's Constitution, Mr David Furstenberg a Director, retires by rotation, and being eligible, be re-elected as a Director."

Resolution 5 - Amendments to the Constitution

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

"That, in accordance with section 136 of the Corporations Act, and for all other purposes, the Constitution of the Company be amended in the manner described in the Explanatory Memorandum accompanying this notice."

Resolution 6 - Approval of Additional 10% Placement Capacity

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

"That for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities of up to 10% of the total issued share capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 over a 12 month period and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by any person who may participate in the proposed issue of equity securities under this Resolution 6 and any person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder. If Resolution 6 is passed, and any of their associates, unless the vote is cast:

• a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) 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; or

• c) by 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 the resolution; and

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

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

Note: In accordance with ASX Listing Rule 14.11.1 and the relevant note under that rule concerning ASX Listing Rule 7.1A, as at the date of this notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded.

Other business

To consider any other business that may lawfully be brought forward in accordance with the Constitution of the Company or the law.

Other information

An Explanatory Memorandum accompanies and forms part of this notice of the Annual General Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Voting by proxy

Any Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company and can be either an individual or a body corporate. A Shareholder can appoint a proxy by completing and returning a signed proxy form.

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 no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

(a) appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) (the Corporations Act); and

(b)provide satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you do not direct your proxy on how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.

If your proxy does not attend the Meeting, the Chairman will become your proxy by default. The Chairman intends to vote in favour of all resolutions on the agenda.

If you appoint the Chairman of the Meeting as your proxy or the Chairman of the Meeting is appointed as your proxy by default, and you do not provide any voting directions on your proxy form, by completing and returning the proxy form, you will be expressly authorising the Chairman of the Meeting to cast your vote as he sees fit. If you intend to appoint a member of the KMP (other than the Chairman) or any of their closely related parties as your proxy on Resolution 1, please ensure that you direct them on how to vote on Resolution 1.

Proxy forms must be submitted no later than 4:00 pm (AEST) on Wednesday, 25 May 2022 in one of the following ways:

(a) Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form.

Click on 'View Meetings' - 'Vote'. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.

For further information on the online proxy lodgment process please see the Online Proxy Lodgment Guide athttps://www.automicgroup.com.au/virtual-agms/

• (b) by post to the Company's share registry, Automic Registry Services, GPO Box 5193, Sydney NSW 2001

• (c) by hand delivery at Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

Attendance and Voting

Shareholders who wish to vote virtually on the day of the AGM will need to login to the online meeting platform powered by Automic.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following linkinvestor.automic.com.au and then clicking on "register" and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting:

• 1. Open your internet browser and go toinvestor.automic.com.au

• 2. Login with your username and password or click "register" if you haven't already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

• 3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on "Register" when this appears. Alternatively, click on "Meetings" on the left hand menu bar to access registration.

• 4. Click on "Register" and follow the steps.

• 5. Click on the URL to join the webcast where you can view and listen to the virtual meeting.

• 6. Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" to be taken to the voting screen.

• 7. Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted

Entitlement to vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that for the purposes of the meeting, shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (AEST) on Friday, 20 May 2022. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

For further information on the live voting process please see the Registration and Voting Guide athttps://www.automicgroup.com.au/virtual-agms/

Voting Intentions

Subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of all resolutions on the agenda.

In respect of all available undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of all resolutions on the agenda.

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions or make comments on the management of the Company at the Annual General Meeting. Due to the current global pandemic and limitations of the available technology, relevant written questions must be submitted no later than 5:00pm (AEST) on Thursday, 26 May 2022, viahttps://elsight.com.A list of those questions will be available to Shareholders attending the meeting. A representative who has been designated by the management of the Company will either answer questions