Flexiroam : Notice of Annual General Meeting/Proxy Form

For personal use only

20 May 2022

Dear Shareholder

Annual General Meeting - Notice and Proxy Form

Notice is hereby given that the Annual General Meeting (Meeting) of Flexiroam Limited (ACN 143 777

1. (the Company) will be held virtually via an online platform provided by the Company's share registry, Advanced Share Registry, on Monday, 20 June 2022 at 12pm (WST).

In accordance with the Corporations Amendments (Meetings and Documents) Act 2022 which came into effect on 1 April 2022, the Company will not be dispatching physical copies of the Notice of Meeting and Explanatory Statement (Notice) to Shareholders. Instead, the Notice is being made available to shareholders electronically and can be viewed and downloaded online at the following link:https://www.flexiroam.com/investor-center/. The Notice will also be posted on the Company's ASX market announcements page athttps://www2.asx.com.au/markets/company/frx.

All resolutions at the Meeting will be decided by poll and details of how to access the online platform and vote online are provided in the Notice. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and Notice.

A copy of your personalised proxy form is enclosed for your convenience. You are encouraged to vote online at https://www.advancedshare.com.au/Investor-Loginor by returning the attached proxy form by:

post to:	Advanced Share Registry
	PO Box 1156
	Nedlands WA 6909
or email to:	[e-mail]

Your proxy voting instructions must be received by no later than 12pm (WST) on 18 June 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Company strongly encourages shareholders to lodge a directed proxy form.

The Company will update shareholders if changing circumstances relating to COVID-19 will impact planning or the arrangements for the Meeting by way of an announcement on ASX and the details will also be made available on the Company's website at https://www.flexiroam.com/investor-center/.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser or other professional adviser. If you have any difficulties obtaining a copy of the Notice please contact Advanced Share Registry on 1300 113 258 (within Australia) or [phone] (overseas) or the Company Secretary on [phone] between 9am to 5pm (WST), Monday to Friday.

Yours sincerely

Natalie Teo

Company Secretary

Flexiroam Limited

For personal use only

Flexiroam Limited

ACN 143 777 397

Notice of Annual General Meeting

TIME:	12:00 pm (WST)
DATE:	Monday, 20 June 2022
PLACE:	To be a virtual meeting accessible through the share registry's online platform

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from yourprofessional adviser prior to voting.

Shareholders will not be able to attend the meeting in-person but will instead be able to attend and participate in the Meeting using the share registry's online platform. Information on how to attendthe Meeting virtually and vote online is set out in this Notice of Meeting.

Notice of Annual General Meeting

For personal use only

Notice is hereby given that the Annual General Meeting of Shareholders of Flexiroam Limited (ACN 143 777 397) (Flexiroam or the Company) will be held virtually through Advanced Share Registry's online platform commencing at 12:00 pm (WST) on Monday, 20 June 2022 (Meeting).

The Explanatory Statement which accompanies this Notice contains further information in relation to the items of business to be considered at the Meeting. The Explanatory Statement forms part of this Notice.

Terms and abbreviations used in this Notice are defined in the Glossary in the Explanatory Statement.

Business

Item 1 - Financial and Other Reports for the Year Ended 31 March 2022

To receive and consider the Annual Report of the Company for the financial year ended 31 March 2022, together with the Directors' Report and the Auditor's Report therein.

Note: There is no requirement for Shareholders to approve these reports.

Resolution 1 - Adoption of Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 31 March 2022 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors nor the Company.

Resolution 2 - Re-election of Director - Mr Kenn Tat (Jefrey) Ong

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

"That, in accordance with clause 11.3 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Kenn Tat (Jefrey) Ong, a Director who was appointed on 18 March 2015, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Statement."

Resolution 3 - Re-election of Director - Mr Tat Seng Koh

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

"That, in accordance with clause 11.3 of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Tat Seng Koh, a Director who was appointed on 3 September 2018, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Statement."

Resolution 4 - Approval of the 10% Placement Facility

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, Shareholders approve the issue of Equity Securities totalling up 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 on the terms and conditions in the Explanatory Statement."

Resolutions 5(a) and 5(b) - Ratification of prior issue of Placement Shares

To consider and, if thought fit, to pass each as a separate ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of:

1. 37,500,000 Shares at an issue price of $0.04 per Share on 27 October 2021; and
2. 38,475,541 Shares at an issue price of $0.048 per Share on 15 February 2022;

under Listing Rule 7.1, and otherwise on the terms and conditions in the Explanatory Statement."

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Resolution 6 - Ratification of prior issue of Placement Shares

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

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"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 18,816,129 Shares under Listing Rule 7.1A on 15 February 2022 at an issue price of $0.048 per Share, and otherwise on the terms and conditions in the Explanatory Statement."

Resolution 7 - Approval to issue 10,000,000 FY2023 CEO Performance Rights to Mr Marc Barnett

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

"That, pursuant to Listing Rule 10.14, sections 200E and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of 10,000,000 FY2023 CEO Performance Rights to Mr Marc Barnett (or his nominee) in accordance with the Company's Employee Incentive Plan, and on the terms and conditions in the Explanatory Statement."

Resolution 8- Approval to issue an Executive Performance Right for FY2023 to Mr Marc Barnett

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

"That, pursuant to Listing Rule 10.14, sections 200E and 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of an Executive Performance Right to a maximum value of $175,000 to Mr Marc Barnett (or his nominee) for the 2023 financial year in accordance with the Company's Employee Incentive Plan, and on the terms and conditions in the Explanatory Statement."

Voting Exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• Resolution 4, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the 10% Placement Facility, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or an associate of those persons.
• Resolutions 5(a), 5(b) and 6, by or on behalf of any persons who participated in the issue of these Placement Shares or an associate of those persons.
• Resolutions 7 and 8, by or on behalf of, any Director, and any person who is eligible to participate in the Employee Incentive Plan (Eligible Participant), or a person whose relationship with the Company, a Director or an Eligible Participant is such that, in ASX's opinion, the acquisition of equity securities should be approved by Shareholders, or an associate of those persons.

However, the above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• a person as proxy or attorney for a person who is entitled to vote, in accordance with directions given to the proxy or attorney to vote on the relevant Resolutions in that way; or
• the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction given to the Chair to vote on the relevant Resolution 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:

1. 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

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

Voting Prohibitions

• Resolution 1: In accordance with the Corporations Act, a vote of this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member.
  However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

1. the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on this Resolution; or

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• 1. 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.
• Resolutions 7 and 8: In accordance with section 200E(2A) of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of any person who may be entitled to receive a benefit in connection with that person's retirement from office or position of employment, the subject of the Resolutions, or an associate of such a person.
  In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast by a related party of the Company to whom the Resolutions would permit a financial benefit to be given, or an associate of such related party.
  In accordance with section 250BD of the Corporations Act, a person appointed as proxy must not vote, on the basis of that appointment, on these Resolutions if:
• 1. the proxy is a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and

1. the appointment does not specify the way the proxy is to vote on this Resolution.

However, a person (the voter) described above may cast a vote on this Resolution 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 in writing that specifies the way the proxy is to vote on this Resolution; or

1. the person is the Chair of the Meeting;

1. the appointment 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.

Attendance and Participation

The Meeting will be held virtually via an online platform facilitated by the Company's share registry, Advanced Share Registry on Monday, 20 June 2022 at 12:00 pm (WST).

Information about how to attend the Meeting virtually is set out below under "Voting online". Voting at the Meeting will be by poll rather than by show of hands.

How to vote

Entitlement to vote

The Company has determined that the time for determining a person's entitlement to vote at the Meeting is Saturday, 18 June 2022 at 12:00 pm (WST). Only those Shareholders entered on the Company's Share Register at that time will be entitled to attend and vote at the Meeting virtually via the online platform. Registrable transfers or transmission applications received after this time will be disregarded in determining entitlements to vote at the Meeting.

Attendance

Given the current COVID-19 circumstances and in the interests of public health and safety of Shareholders, the Meeting is being held as a virtual meeting whereby Shareholders will only be able to attend and participate in the Meeting through an online platform.

Voting online

Shareholders and their proxies, attorneys or corporate representatives will be able to attend and participate in the Meeting through an online platform at www.advancedshare.com.au/virtual-meeting.This online platform will allow Shareholders to attend the Meeting in real time and allow them to vote and ask questions in respect to the Resolutions.

It is recommended that Shareholders try to log on to the online platform at least 15 minutes prior to the scheduled start time for the Meeting.

Shareholders who wish to participate virtually may do so in accordance with the following instructions:

1. Go tohttps://www.advancedshare.com.au/Dashboard/Virtual-Meeting-Centre-Login
2. Login using the Meeting ID and your personalised Shareholder ID which can be found on your personalised Proxy Form
3. After logging in, a banner will be displayed and you can join the Virtual Meeting Portal where you can participate in the meeting, directly lodge questions, and enter poll instructions
4. There will be a live webcast where you can view and listen to the virtual Meeting

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