TTA : Notice of Annual General Meeting

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TTA HOLDINGS LIMITED

ACN 110 475 799

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Wednesday, 24 August 2022

Time

2.00pm Australian Eastern Standard Time (AEST)

Venue

Safety of our shareholders and staff is our paramount concern, and therefore, in line with State Government regulations and ASIC recommendations during the ongoing COVID 19 pandemic, we will hold the 2022 AGM by way of live virtual online meeting. There will be no physical meeting.

This online virtual platform will allow shareholders to view the AGM, vote on resolutions and ask questions. An Online Meeting Guide providing instructions on how to access the online AGM is attached to this Notice of Meeting, a copy of which is also available on the Company's website at https://www.teac.com.au/.

The online virtual platform will be open for shareholder registration from the date of sending out meeting materials to shareholders, and we encourage shareholders who will be attending online to enter your details as far in advance of the AGM as practical.

If you are unable to attend, you may wish to email any questions you want answered at the AGM by emailing them to: [e-mail] or before 2pm AEST on 22 August 2022.

Your vote is important

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

Voting in person

As the Meeting will be held online, voting in person will not apply, and you are encouraged to lodge a proxy vote beforehand.

We encourage shareholders to lodge their proxy vote beforehand by 2pm AEST on 22 August 2022.

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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.

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.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of TTA Holdings Limited will be held online at 2.00pm Australian Eastern Standard Time (AEST), on Wednesday 24 August 2022.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Chair of the Meeting will be voting all undirected proxies in favour of all resolutions.

AGENDA

Ordinary Business

Item 1 - Financial Statements and Directors' and Auditor's reports

To receive and consider the Financial Statements, and the Reports of the Directors' and Auditor for the year ended 31 March 2022.

Item 2 - Resolution 1: Adoption of Remuneration Report (Non-binding advisory vote)

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

"That, the Remuneration Report that forms part of the Director's report of the Company for the year ended 31 March 2022 is adopted."

Voting Exclusion: The Company will, in accordance with the requirements of the Corporations Act, disregard any votes cast on Resolution 1 by or on behalf of a member of the Key Management Personnel (KMP's) named in the Company's Remuneration Report or that KMP's Closely Related Parties, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

Item 3 - Resolution 2: Re-Election of Mr Mark Ewing

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

"That Mr Mark Ewing, who retires in accordance with clause 54.2 of the Company's Constitution and, being eligible offers himself for re-election, is appointed a Director of the Company."

The directors unanimously recommend that shareholders vote in favour of each of the resolutions.

A Proxy Form is attached to this Notice.

To be valid, properly completed forms must be received by the Company no later than 2.00pm Australian Eastern Standard Time (AEST) on Tuesday, 22 August 2022.

By Order of the Board

James Barrie

Company Secretary

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Entitlement to Vote

The Directors have determined that pursuant to Regulation 7.11.37 of the Corporations Regulation 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7.00pm Australian Eastern Standard Time (AEST) on 22 August 2022.

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

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted online on Wednesday 24 August 2022 at 2.00pm Australian Eastern Standard Time (AEST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether to vote for or against the Resolutions in the Notice of Meeting.

Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary as contained in this Explanatory Statement.

Item 1 - Financial statements and reports

Under the Corporations Act, the Directors of a publicly listed Company are required to hold an Annual General Meeting and must table the financial report (which includes the financial statements and Directors' declaration), the Directors' report and Auditor's report for the previous year before members of the Company at each Annual General Meeting.

All relevant information concerning the Company's financial report, Directors' report and Auditor's report for the year ended 31 March 2022 is contained in the Company's Annual Report for 2022. If you have elected to receive a copy of the Company's Annual Report, one has been forwarded to each such Shareholder. It is also available on request to the Company Secretary. A copy of the financial report, Directors' report and Auditor's report will also be tabled at the Annual General Meeting.

The Company's auditors will be present at the Meeting and be available to answer questions as to the conduct of the Company's audit, the independence of the auditor and the Auditor's report.

Shareholders should note that the sole purpose of tabling the financial report, Directors' report and Auditor's report of the Company at the Annual General Meeting is to provide Shareholders with the opportunity to ask questions or discuss matters arising from them. It is not the purpose of the Meeting that the financial report, Directors' report and Auditor's report be accepted, rejected or modified in any way. Accordingly, as it is not required by the Corporations Act, no Resolution to adopt, receive or consider the Company's financial report, Directors' report and Auditor's report will be put to the Shareholders at the Meeting.

Item 2 - Resolution 1: Adoption of Remuneration Report (Non-binding Advisory Vote)

The Corporations Act requires that a resolution that the remuneration report be adopted must be put to vote by the shareholders at a listed company's Annual General Meeting. However, such a vote on this resolution is advisory only and does not bind the directors of the company.

The Remuneration Report sets out the Company's remuneration policy and remuneration arrangements in place for directors and Key Management Personnel of the Company. The Remuneration Report is part of the Directors' Report contained in pages 9 to 12 of the annual financial report of the Company for the financial year ending 31 March 2022. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

Under the Corporations Act, a "two-strikes and re-election" process has been introduced for the non-binding Shareholder vote on the Remuneration report of listed companies and operates as follows:

If at least 25% of the non-binding shareholders' votes cast on a remuneration report resolution are voted against the adoption of the remuneration report in two consecutive annual general meetings, the company will be required to put to shareholders a resolution proposing the calling of an extraordinary general meeting to consider and determine whether the directors of the company will need to stand for re-election at the second annual general meeting (Spill Resolution). Notice of the "spill resolution" must be included with the