Zebit : Notice of Extraordinary General Meeting/Proxy Form

For personal use only

Dear Shareholders and CDI Holders,

Further to recent announcements, Zebit, Inc. (ASX: ZBT) (Zebit or Company) advises that it will be holding a special meeting of Shareholders (Special Meeting) for the purpose of approving the Company's delisting from the ASX. Enclosed is the Notice of Meeting setting out the business of the Special Meeting.

Given the impact of COVID-19 and current guidelines and restrictions concerning social distancing, the Special Meeting will be held as a virtual meeting electronically via webcast and an online voting platform (virtual online facility). The Special Meeting will be held on Wednesday 16 March 2022 commencing at 11.00 am (Sydney time) (5.00 pm (Pacific Time) on Tuesday 15 March 2022). There will be no physical meeting in which Shareholders or CDI Holders (together, Securityholders) can attend the Special Meeting. Attendance is only via the virtual online facility, and the virtual online meeting guide is included with the Special Meeting materials.

The matter to be considered and voted on at the Special Meeting is described in the accompanying Notice of 2022 Special Meeting of Shareholders (Notice of Meeting) and Proxy Statement.

All Securityholders are invited to attend the Special Meeting. Whether or not you expect to attend, all Securityholders are strongly encouraged to please submit your Proxy Card or CDI Voting Instruction Form as soon as possible so that your applicable Shares/CDIs can be voted at the Special Meeting. For specific instructions on voting, please refer to the instructions in the Notice of Meeting and the Proxy Card or CDI Voting Instruction Form, as applicable. If you hold your Shares or CDIs through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them to vote your Shares or CDIs.

The Board encourages all Securityholders to participate in the Special Meeting using the virtual online facility and submit questions. If you are unable to attend the Special Meeting via the virtual online facility and have a specific question that you would like to submit to the Chairman of the meeting, please submit your questions to the Company Secretary, Justin Clyne via [e-mail], no later than 11.00am on Thursday 10 March 2022 (Sydney time) (4.00pm (Pacific Time) on Wednesday 9 March 2022). Please provide subject line in the email "Zebit Special Shareholder Meeting Question".

I look forward to your attendance at the Special Meeting.

Yours faithfully,

James M. P. Feuille

Chairman

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Zebit, Inc. (ASX: ZBT) • ARBN 639 736 726

1902 Wright Place, 2nd Floor, #207, Carlsbad, CA 92008 USA • http://zebit.com/

For personal use only

NOTICE OF

2022 SPECIAL MEETING OF SHAREHOLDERS

To be held on

Wednesday 16 March 2022 (Australia)

Tuesday 15 March 2022 (U.S.)

The 2022 Special Meeting of Shareholders of Zebit will be held on Wednesday 16 March 2022 at 11.00 am (Sydney time) (5.00 pm (Pacific Time) on Tuesday 15 March 2022) (the "Meeting Date") for the following purposes:

1. Approval of Delisting of the Company from the ASX

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

"That, for the purposes of ASX Listing Rule 17.11 and for all other purposes, the Company be removed from the ASX Official List and that the Directors of the Company be authorised to do all things reasonably necessary to give effect to the delisting of the Company from the ASX."

The Board of Directors of the Company (Board) strongly recommends that our Shareholders vote "FOR" on this Item 1.

Record Date and Voting Rights

Shareholders may vote at the Special Meeting if they are a Shareholder of record, hold CHESS Depositary Interests (CDIs), or are a beneficial owner of Shares or CDIs held in Street Name (as defined below) on Wednesday 9 February 2022 at 10.00am (Sydney time) (3.00pm (Pacific Time) on Tuesday 8 February 2022) (Record Date). Section 2.4 of the Company's Amended and Restated Bylaws provides that the Record Date shall not be more than 60 and not less than ten (10) days before the date of the Special Meeting.

Holders of CDIs at the close of business on the Record Date are entitled to receive the Notice of Meeting and to attend the Special Meeting or any adjournment or postponement of the Special Meeting. Holders of CDIs may also instruct our CDI depositary, CHESS Depositary Nominees Pty Ltd (CDN), to vote the Shares underlying their CDIs by following the instructions on the CDI Voting Instruction Form. CDN will vote the applicable Shares on behalf of each applicable CDI holder at the Special Meeting in accordance with the instructions received via the CDI Voting Instruction Form.

Any Shareholder may request access to the list of Shareholders of Record entitled to vote at the Special Meeting upon request to the Company's ASX Representative, Justin Clyne, via email to [e-mail].

The Proxy Statement that accompanies and forms part of this Notice of Meeting provides information in relation to each of the matters to be considered. This Notice of Meeting and the Proxy Statement should be read in their

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Zebit, Inc. (ASX: ZBT) • ARBN 639 736 726

1902 Wright Place, 2nd Floor, #207, Carlsbad, CA 92008 USA • http://zebit.com/

For personal use only

entirety. If Securityholders are in doubt as to how they should vote, they should seek advice from their legal counsel, accountant, solicitor, or other professional advisor prior to voting.

Dated this 21 February 2022

By Order of the Board

James M. P. Feuille

Chairman

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Zebit, Inc. (ASX: ZBT) • ARBN 639 736 726

1902 Wright Place, 2nd Floor, #207, Carlsbad, CA 92008 USA • http://zebit.com/

For personal use only

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE 2022 SPECIAL MEETING OF SHAREHOLDERS:

This Notice of Meeting and Proxy Statement are available at https://shareholders.zebit.com/investor-centre/

Proxy Statement

2022 SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON WEDNESDAY 16 MARCH 2022 (Australia) and TUESDAY 15 MARCH 2022 (US Pacific Time)

The Board of Directors (the "Board") of Zebit, Inc. (the "Company") is soliciting proxies for use at the 2022 Special Meeting of Shareholders (the "Special Meeting") to be held on Wednesday 16 March 2022 at 11.00 am (Sydney time) (5.00 pm (Pacific Standard Time) on Tuesday 15 March 2022) and at any adjournment or postponement of the meeting. We expect to mail this proxy statement (this "Proxy Statement") and the accompanying Notice of the 2022 Special Meeting (the "Notice of Meeting") to Shareholders on or about 21 February 2022.

This is a completely virtual Special Meeting. Shareholders can participate in the Special Meeting virtually via a virtual online facility by typing the following address into their web browser: meetnow.global/MU6RK2X.

QUESTIONS AND ANSWERS

What is the purpose of the Special Meeting?

At the Special Meeting, the Shareholders are invited to act upon the item outlined in the Notice of Meeting, that being the proposed delisting of the Company from the ASX.

Who is entitled to vote at the Special Meeting?

Only those Shareholders of record, or beneficial owners of Shares or CDIs held in Street Name (as defined below), on Wednesday 9 February 2022 at 10.00am (Sydney time) (3.00pm (Pacific Time) on Tuesday 8 February 2022) (the "Record Date"), will be entitled to vote at the meeting and any adjournment or postponement thereof.

As at the Record Date, there are 94,635,213 Shares of common stock outstanding (equivalent to 94,635,213 CDIs), all of which are entitled to vote with respect to the items to be acted upon at the Special Meeting. Therefore, there is currently a total of 94,635,213 votes entitled to be cast at the Special Meeting.

Each Share of common stock is entitled to one vote per Share. Each CDI represents one Share of common stock.

Votes for, against, and abstentions will all be counted as present and entitled to vote for the purposes of determining whether a quorum is present.

Will any Securityholders be excluded from voting on any of the items?

No votes will be excluded for Item 1 and all securityholders will be entitled to vote on this resolution.

4

Zebit, Inc. (ASX: ZBT) • ARBN 639 736 726

1902 Wright Place, 2nd Floor, #207, Carlsbad, CA 92008 USA • http://zebit.com/

For personal use only

How many Shares must be present for voting to hold the meeting?

Pursuant to Section 2.6 of the Company's Bylaws, the holders of one-third of the Shares of stock issued and outstanding and entitled to vote at the Special Meeting must be present in person (including by means of remote communication) or represented by proxy to constitute a quorum for the transaction of business. Shares are counted as present at the Special Meeting if:

• the Shareholder of record on the Record Date is present virtually (by registering their attendance via the virtual online facility at the Special Meeting); or
• the Shareholder of record on the Record Date, or the applicable beneficial owner, has properly submitted a proxy in a timely fashion as described in the Notice of Special Meeting.

Abstentions and shares represented by "broker non-votes" are counted for the purpose of determining the presence of a quorum.

What is a proxy?

If you designate another person or entity to vote Shares that you own, such other person or entity is referred to as your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. When you designate a proxy, you may also direct the proxy how to vote your Shares. This is referred to as your "proxy vote".

What is the difference between a Shareholder of record and a "Street Name" holder?

If you own Shares registered directly in your name with the Company's U.S. share registrar, Computershare Trust Company, N.A. ("Computershare"), you are considered the Shareholder of record with respect to those Shares. As a Shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the virtual Special Meeting.

If your Shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the Shareholder of record with respect to those Shares, while you are considered the beneficial owner of those Shares and your Shares are held in street name ("Street Name"). Street Name holders generally cannot vote their Shares directly and must instead instruct the broker, bank, trust or other nominee how to vote their Shares using the method described in the notice that such broker, bank, trust or other nominee sends to the Street Name holders. Since a Street Name holder is not the Shareholder of record, the Street Name holder may not vote their Shares in person at the Special Meeting unless such holder obtains a "legal proxy" from their applicable broker, bank, trustee, or nominee giving such holder the right to vote the Shares at the meeting.

CDN is the Shareholder of record for all Shares beneficially owned by holders of CDIs. Holders of CDIs are entitled to receive the Notice of Meeting and attend the Special Meeting and may direct CDN to vote at the Special Meeting by using the method described in the CDI Voting Instruction Form.

What does it mean if I receive more than one printed set of proxy materials?

If you receive more than one printed set of proxy materials, it means that you hold Shares or CDIs registered in more than one account. To ensure that all your Shares or CDIs are voted, please submit proxies or voting instructions for all of your Shares or CDIs.

5

Zebit, Inc. (ASX: ZBT) • ARBN 639 736 726

1902 Wright Place, 2nd Floor, #207, Carlsbad, CA 92008 USA • http://zebit.com/