Ava Risk : Extraordinary General Meeting Notice of Meeting

For personal use only

AVA RISK GROUP LIMITED

(ACN: 064 089 318)

NOTICE OF EXTRAORDINARY GENERAL MEETING - 22 APRIL 2022

Notice is hereby given that Ava Risk Group (the "Company") will hold its Extraordinary General Meeting virtually at 11:00am (AEST) on Friday, 22 April 2022 for the purpose of transacting the business set out in this Notice.

Due to continuing circumstances relating to COVID-19, the Meeting is being held by way of a virtual meeting (electronically) using the Lumi AGM technology. Shareholders are urged to attend and vote at the meeting electronically using the Lumi AGM technology or vote by lodging the proxy form attached to this Notice.

DATED 14 March 2022

By order of the Board:

Kim Clark

Company Secretary

For personal use only

AGENDA

Resolutions

1.Return of capital

To consider and, if in favour, pass the following resolution as an ordinary resolution:

"That, for the purposes of section 256C of the Corporations Act and for all other purposes, subject to receipt by the Company of a Favourable Class Ruling from the Australian Taxation Office prior to the Record Date and other conditions outlined in the Explanatory Memorandum, approval is given for the ordinary share capital of the Company to be reduced by approximately $7,565,874 by debiting the Company's share capital account and such reduction of capital to be effected by the Company paying to each registered holder of a fully paid ordinary share in the Company as at 7.00pm (Sydney time) on the Record Date in accordance with the timetable contained within the Explanatory Memorandum, the amount of $0.03114 per fully paid ordinary share in the Company held by that holder at that time, as set out in the Explanatory Memorandum."

2.Adoption of Constitution

To consider and, if in favour, to pass with or without amendment, the following resolution as a special Resolution:

"That, with effect from the close of this Meeting:

1. the existing constitution of the Company be repealed in its entirety in accordance with section 136(2) of the Corporations Act 2001 (Cth); and
2. the Company adopts the constitution contained in Annexure A as the constitution of the Company in accordance with section 136(1)(b) of the Corporations Act 2001 (Cth)."

________________

2

For personal use only

NOTES

1. Explanatory Memorandum
   The Explanatory Memorandum accompanying this Notice of Extraordinary General Meeting is incorporated in and comprises part of this Notice of Extraordinary General Meeting and should be read in conjunction with this Notice of Extraordinary General Meeting.
2. Who may vote
   In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that a person's entitlement to attend and vote at the Meeting will be those persons set out in the register of Shareholders as at 7.00pm (AEST) on 20 April 2022. This means that any Shareholder registered at 7.00pm (AEST) on 20 April 2022 is entitled to attend and vote at the Meeting.
3. Direct voting using the Lumi AGM Online Platform
   In light of the continuing circumstances in relation to COVID-19 the Company has made the decision to hold a virtual Extraordinary General Meeting. All shareholders will have the opportunity to attend and participate in this Extraordinary General Meeting online via an internet connection (using a computer, laptop, tablet or smartphone).
   Shareholders are invited and encouraged to participate in the Meeting and vote electronically using the Lumi AGM technology. The technology will provide Shareholders with the ability to view and participate in the proceedings of the Meeting by webcast, and to cast their votes during the Meeting.
   If Shareholders are unable to attend the Meeting using the Online Platform they are encouraged to alternatively, return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting utilising the Lumi AGM technology should they elect to do so.
   Online Voting Procedures during the Meeting
   Shareholders who wish to participate in the Meeting online may do so:
4. 1. from their computer, by entering the URL into their browser:https://web.lumiagm.com/378-770-581;or
   2. from their mobile device by either entering the URL in their browser:https://web.lumiagm.com/378-770-581.

Instructions on how to access and use the Lumi AGM technology are contained in Annexure C of this Notice.

If you choose to participate in the Meeting online, you can log in to the meeting by entering:

1. the meeting ID, which is - 378-770-581;
2. your username, which is your Voting Access Code (VAC) which can be located on the first page of your proxy form or Notice of Meeting email; and
3. your password, which is the postcode registered to your holding if you are an Australian Shareholder. Overseas Shareholders will need to enter the country of their registered address as it appears on a recent statement.

If you have been nominated a third-party proxy, please contact Boardroom on 1300 737 760.

Attending the meeting online enables Shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.

3

For personal use only

1. Shareholder questions
   Whilst shareholders will be provided with the opportunity to ask questions verbally or submit questions online at the Meeting, it would be desirable if the Company was able to receive them in advance.
   Shareholders are therefore requested to send any questions they may have for the Company or its directors at the Meeting to the Company Secretary, Kim Clark by email to [e-mail].
   Please note that not all questions may be able to be answered during the meeting. In this case answers will be made available on the Company's website after the meeting.
2. Proxies
   A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting.
3. 1. A proxy need not be a Shareholder.
   2. If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder.
   3. If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.
   4. Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded.
   5. A Proxy Form accompanies this Notice.
   6. Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstain from voting.
   7. If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company.
   8. The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.
   9. If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.
   10. The Proxy Form (together with any relevant authority) must be received by no later than 11:00 am (AEST) on 20 April 2022 before the time scheduled for the commencement of the meeting (or any adjournment of that meeting).
   11. The completed Proxy Form may be:
   12. 1. Mailed to the address on the Proxy Form; or
       2. Faxed to Ava Risk Group Limited, Attention Company Secretary, on facsimile number 02 9290 9655.
       3. Voted online via the Company's Share Registry atwww.votingonline.com.au/avariskegm2022.

12. Voting requirements

Recommendation 6.4 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition) and ASX guidance provide that a listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. In accordance with these recommendations, the Chair has determined in accordance with clause 14.11 of the Constitution that all resolutions put to Shareholders at the Meeting will be decided by poll rather than by a show of hands.

4

For personal use only

In accordance with the Company's Constitution and the ASX Listing Rules, the Resolution put to Shareholders at the meeting must be passed by way of an ordinary resolution which requires the Resolution be approved by a majority of votes cast by Shareholders entitled to vote on the Resolution, other than Resolution 2 which must be passed by way of a special resolution and must be approved by 75% of the votes cast by Shareholders entitled to vote on the Resolution.

13. Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting.

5