Notice of Annual General Meeting 2021

For personal use only

Zicom Group Limited ABN 62 009 816 871

38 Goodman Place, Murarrie, Queensland 4172 • Tel: [phone] • Fax: [phone]

29 OCTOBER 2021

Company Announcements Office

Australian Securities Exchange

Level 6, 20 Bridge Street

Sydney, NSW, 2000

Notice of Annual General Meeting 2021

The Company is pleased to enclose a copy of the following documents in relation to its Annual General Meeting to be held on Tuesday, 30 November 2021 at 11.30am (Brisbane time):

1. Letter to Shareholders regarding arrangement for the Annual General Meeting as despatched to shareholders who have not opted for electronic communication.
2. Notice of Annual General Meeting
3. Sample Proxy Form
4. Virtual Meeting Online Guide

This Announcement has been authorised for release by the Joint Company Secretary, Ms Jenny Lim.

For personal use only

Zicom Group Limited ABN 62 009 816 871

38 Goodman Place, Murarrie, Queensland 4172 • Tel: [phone] • Fax: [phone]

29 OCTOBER 2021

Dear Shareholder,

2021 Annual General Meeting

On behalf of the Directors of Zicom Group Limited ("ZGL"), I am pleased to invite you to attend ZGL's 2021 Annual General Meeting ("AGM") which will be held at 11.30am (Brisbane time) on Tuesday, 30 November 2021.

In the light of ongoing uncertainty, restrictions on travel and potential health risks associated with gatherings and with the safety of our shareholders and staff as our top priority, Zicom Group Limited will again host this year's AGM virtually.

Whilst we look forward to the time when we can engage again in person, please know that your Board continues to remain accessible to you. The virtual AGM allows shareholders to participate from anywhere on their chosen device, to watch, vote and ask questions at the AGM. To attend and participate, enter https://meetings.linkgroup.com/ZGL21into a web browser on your computer or mobile device and provide your details (including SRN/HIN and postcode) to be verified as a shareholder.

We recommend that shareholders and proxyholders log in to the online portal at least 15 minutes prior to the scheduled start time for the Meeting.

Further information on how to log in to and participate in the Meeting is set out in the Virtual Meeting Online Guide which is available on our website (www.zicomgroup.com) and the ASX Market Announcements Platform.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, we will not be sending shareholders a hard copy of the Notice of Meeting by post ahead of the AGM. Instead, the Notice of Meeting can be viewed and downloaded from our website (www.zicomgroup.com) and the ASX Market Announcements Platform (ASX code: ZGL).

All resolutions considered at the AGM will be decided on by poll. I encourage you to read the Notice of Meeting Including the Explanatory Memorandum and consider directing your proxy how to vote in each resolution. To lodge your proxy, please follow the directions on your personalised Proxy Form which will be sent to you by email or post depending on your communication preference. I strongly encourage you to complete and return your Proxy Form as early as possible, no later than 11.30am (Brisbane time) on Sunday, 28 November 2021.

I also urge you to take this opportunity to switch to electronic communications to ensure that you receive information in the fastest, most cost-effective manner while doing our part to reduce the environmental impact. You can do this by contacting our share registry, Link Market Services Limited.

Subject to the abstention noted in the Explanatory Memorandum, the Directors of ZGL unanimously recommend that shareholders vote in favour of all resolutions.

The Board appreciates shareholders' understanding at this time and looks forward to speaking with shareholders at the AGM.

Yours faithfully

Zicom Group Limited

Sim Giok Lak

Executive Chairman

For personal use only

Zicom Group Limited ABN 62 009 816 871

38 Goodman Place, Murarrie, Queensland 4172 • Tel: [phone] • Fax: [phone]

Zicom Group Limited

ACN 009 816 871

Notice of Annual General Meeting

NOTICE is given that the Annual General Meeting of Zicom Group Limited ACN 009 816 871 (Company) will be held on Tuesday, 30 November 2021 at 11.30am (Brisbane time) as a virtual meeting, online at https://meetings.linkgroup.com/ZGL21for the purposes of transacting the business set out in this Notice. Online registrations will commence at 11.15am (Brisbane time).

Ordinary business

Item 1: Financial Statements and Reports

To receive and consider the Financial Statements, Directors' Report and the Independent Auditor's Report of the Company and its controlled entities (hereafter known as the Group) for the financial year ended 30 June 2021.

Item 2: Re-election of Directors

Resolution 1 - Re-election of Mr Giok Lak Sim as a Director

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

"That Mr Giok Lak Sim, who retires by rotation in accordance with Clause 13.5 of the Company's Constitution being eligible, is re-elected as a Director of the Company."

Resolution 2 - Re-election of Mr Yian Poh Lim as a Director

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

"That Mr Yian Poh Lim, who retires by rotation in accordance with Clause 13.5 of the Company's Constitution being eligible, is re-elected as a Director of the Company."

Item 3: Remuneration Report

Resolution 3 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following in accordance with Section 250R(2) of the Corporations Act

2001 as an ordinary resolution:

"That the Remuneration Report included in the Directors' Report for the financial year ended 30 June 2021 be and is hereby adopted."

Notes: (1) The vote on this resolution is advisory only and does not bind the Company or the Directors.

1. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a 'spill resolution') that another meeting be held within 90 days at which all the Company's Directors (other than the Managing Director) must stand for re-election.

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For personal use only

Voting exclusion statement for Resolution 3

Pursuant to Section 250R(4) of the Corporations Act 2001, the Company is required to disregard any votes cast on Resolution 3 by or on behalf of a member of the Key Management Personnel of the Group or a Closely Related Party of such member. However, the Company will not disregard a vote if:

1. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution; or
2. the voter is the chair of the meeting and, provided that the Chairman is not voting as proxyholder for a member of the Key Management Personnel or their Closely Related Parties, the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Group.

By order of the Board

Company Secretary

29 October 2021

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For personal use only

Notes

Persons entitled to vote

Under regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting ("AGM") will be as it appears in the Company's register of members at 12.30pm (Sydney time) on 28 November 2021.

Participate and vote at the Meeting

Due to the continuing developments and uncertainties brought about by the COVID-19 pandemic, the Board of Directors decided that for the health and safety of our shareholders, directors, employees and the broader community and in accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) the Meeting will be held virtually.

The Meeting will be accessible to all Shareholders virtually through an online portal hosted by the Company's share registry, Link Market Services Limited.

Shareholders and proxyholders can watch, vote and ask questions during the AGM via the online portal at: https://meetings.linkgroup.com/ZGL21. Online registration for the AGM will commence from 11.15am (Brisbane time) on 30 November 2021.

To participate online, you will need access to a computer or mobile / tablet device with internet access.

For Shareholders, when you log in to the online portal, you will need to provide your details (including your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode) to be verified as a Shareholder. Shareholders with a registered address outside Australia should click "Outside Australia" and select the country of their registered address.

For Proxyholders, when you log in to the online portal, you will need your "Proxy Number" which will be provided to you by Link Market Services by email the day before the AGM.

A detailed guide on how to participate virtually in the Meeting is set out in the Virtual Meeting Online Guide. This guide will be available on Company's website at www.zicomgroup.comand lodged with ASX.

Live voting online (during the AGM)

You will be able to cast your vote in real time during the Meeting when invited by the Chairman. You will be able to vote for, against or abstain on each item through the online portal.

Ask questions online (during the AGM)

Shareholders and proxyholders will be given opportunity to ask questions in real time, either via the online portal in writing or orally via telephone. To ask a question via telephone, Shareholders will need to contact Link Market Services on [phone] prior to the Meeting to obtain a personalised PIN number. Please refer to Page 5 of the Virtual Meeting Online Guide.

Questions should relate to the operations and management of Zicom Group Limited, the items of business at the AGM or, if addressed to the auditors, the content of the Auditor's Report and the conduct of the audit.

Questions received via the online portal will be read out to the Meeting by a moderator. Shareholders on the telephone will be able to ask questions directly.

If you plan to ask questions via telephone and wish to vote, you will need to log in to the online portal to vote.

Appointing a proxy

You can appoint a proxy to attend and vote on your behalf as an alternative to attending the Meeting.

You may appoint a proxy either online at www.linkmarketservices.com.auor by completing and submitting a Proxy Form prior to the Meeting.

A proxy does not need to be a shareholder of the Company. A proxy may be an individual or a company. If you are a Shareholder entitled to cast two or more votes, you may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Forms and specify the percentage or number of votes each proxy is appointed to exercise. If you do not specify a percentage or a number in both forms, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded. You must return both Proxy Forms together. If you need an additional Proxy Form, please contact Link Market Services at [phone].

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