Ambertech : Notice of 2020 Annual General Meeting and Proxy Form

5 October 2020

Dear Shareholder

Accompanying this letter is the notice of meeting for the Annual General Meeting of Ambertech Limited, to be held on 10 November 2020. I hope that you can either attend the meeting in person or, if not, convey your views by voting on the resolutions that form part of the meeting by proxy.

The company's annual report has been dispatched to shareholders and posted online along with the notice of meeting. The annual report contains a detailed account of the performance of the company for the 2020 financial year and I would encourage you to read the various statements in it carefully.

The formal business of the AGM comprises three items:

1. To receive and consider the financial and related reports;
2. To consider resolutions for the re-election of Mr Tom Amos and Mr Santo Carlini as a Directors of the company;
3. To consider a resolution for the appointment of BDO Audit Pty Ltd as auditor of the Company; and
4. To consider a resolution for the adoption of the Remuneration Report for the 2020 financial year.

Yours faithfully

Peter Wallace

Chairman

Ambertech Limited (ACN 079 080 158)

Notice of 2020 Annual General Meeting (AGM)

Notice is hereby given that the AGM of Ambertech Limited ("the Company") will be held at Unit 1, 2 Daydream

Street, Warriewood on Tuesday 10 November 2020 at 11:00am.

Agenda

Ordinary Business

1. Financial and other Reports
   To receive the Financial Report and the Reports of the Directors and Auditors thereon for the year ended 30 June 2020.
2. Re-Electionof Directors
   Resolution 1: Re-election of Mr Tom Amos as a Director
   To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Tom Amos, who retires by way of rotation in accordance with Article 6.1 of the Company's Constitution, and, being eligible offers himself for election, is hereby re-appointed a director of the Company."
   Resolution 2: Re-election of Mr Santo Carlini as a Director
   To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That Mr Santo Carlini, who retires in accordance with Article 6.1 of the Company's Constitution, and, being eligible offers himself for election, is hereby re-appointed a director of the Company."
3. Appointment of Auditor
   Resolution 3: Appointment of Auditor
   To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:
   "That, for the purposes of section 327B (1) of the Corporations Act 2001 and for all other purposes, BDO Audit Pty Ltd, having been nominated by a shareholder and consented in writing to act as auditor of the Company, be appointed auditor of the Company, effective immediately".
4. Remuneration Report
   Resolution 4: Non-binding vote on the 2020 Remuneration Report
   To consider, and, if thought fit, to pass the following resolution as a non-binding resolution of shareholders:
   "That pursuant to and in accordance with section 250R(2) of the Corporations Act the 2020 Remuneration Report, as contained within the Directors' Report, be adopted."
   By order of the Board
   Robert Glasson Company Secretary 5 October 2020

Notes

Admission to Meeting

Shareholders who will be attending the meeting, and who will not be appointing a proxy, are requested to bring the proxy form to the meeting to help speed admission.

Shareholders who do not plan to attend the meeting are encouraged to complete and return the proxy for each of their holdings of Ambertech Limited shares.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who will be attending as your proxy, please complete the enclosed proxy form. This form must be received by the Company at least 48 hours before the scheduled commencement time for the meeting.

A member entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend and vote for the member at the meeting.

If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes. A single proxy exercises all voting rights.

The Chairman intends to vote undirected proxies for Resolutions 1-4.

Proxies will only be valid and accepted by the Company and/or the share registry if they are signed and forwarded to the Company at the address or facsimile number quoted below so as to be received not later than 48 hours before the meeting.

The completed Proxy Form may be mailed/delivered to the Company's share registry, Boardroom Pty Limited at:

Proxies can also be lodged electronically at at www.votingonline.com.au/amoagm2020using the Voting Access Code (VAC) on the front of your proxy form. You will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website.

The Company has determined in accordance with regulations pursuant to section 1074E of the Corporations Act 2001 that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register as at 7:00pm (EDST) on Sunday, 8 November 2020.

Explanatory Memorandum

The Directors of the Company recommend shareholders read this explanatory memorandum in full before making any decision in relation to the resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice.

Resolution 1 - Re-election of Mr Tom Amos as a Director of the Company

Article 6.1 of the Company's Constitution provides that at every Annual General Meeting of the Company a one-third of Directors (rounded down to the nearest whole number) shall retire from office. A retiring Director is eligible for re-election. Accordingly, pursuant to Article 6.1 of the Company's Constitution, Mr Tom Amos, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

The Directors (with Mr Amos abstaining) recommend that shareholders vote in favour of the re-election of Mr Amos.

Resolution 2 - Re-election of Mr Santo Carlini as a Director of the Company

Article 6.1 of the Company's Constitution provides that a Director appointed to the Board under Rule 6.1(d) must retire from office at the next general meeting following his appointment. A retiring Director is eligible for re-election under Rule 6.1(i). Accordingly, pursuant to Article 6.1 of the Company's Constitution, Mr Santo Carlini, being a Director of the Company, retires and, being eligible, offers himself for re-election as a Director of the Company.

The Directors (with Mr Carlini abstaining) recommend that shareholders vote in favour of the re-election of Mr Carlini.

Resolution 3 -Appointment of Auditor

As announced on the ASX on 17 July 2020, BDO Audit Pty Ltd ("BDO Audit") was appointed auditor of the Company following the resignation of BDO East Coast Partnership ("BDO ECP") and ASIC's consent to the resignation in accordance with s329(5) of the Corporations Act 2001 ("the Act"). The change of auditor arose as a result of BDO ECP restructuring its audit practice to provide for audits to be conducted by BDO Audit, an authorised audit company, rather than by BDO ECP.

As a result of the timing of the change, BDO Audit filled a casual vacancy in accordance with s327C(1) of the Act. Under section 327C(2) of the Act, an auditor who has been appointed under s327C(1) of the Act only holds office until the Company's next annual general meeting. The Company is required to appoint an auditor to fill any vacancy at each annual general meeting (after its first annual general meeting) pursuant to s327B(1)(b) of the Act.

Pursuant to section 328B of the Act, the Company received a valid notice of nomination of auditor that nominated BDO Audit to be appointed as the auditor of the Company. A copy of the nomination is attached as Annexure A to this Notice of Meeting. BDO Audit has provided the Company with its written consent to act, subject to shareholders' approval being granted, as the Company's auditor in accordance with s328A(1) of the Act.

In accordance with s327B(1)(b) of the Act, an ordinary resolution is required at this Annual General Meeting to appoint BDO Audit as the Company's auditor and shareholders' approval is sought to that appointment.

The Directors unanimously recommend that shareholders vote in favour of the appointment of BDO Audit.

Resolution 4 -Non-binding vote on the 2020 Remuneration Report

Pursuant to Section 250R (2) of the Corporations Act, a resolution to adopt the Remuneration Report contained within the Directors' Report must be put to the vote. Shareholders are advised that pursuant to Section 250R (3) of the Corporations Act, this resolution is advisory only and does not bind the Directors or the Company.

The 2020 Remuneration Report is set out within the Directors' Report. The Report:

• explains the Board's policy for determining the nature and amount of remuneration of executive and non-executive Directors and specified executives;
• sets out remuneration details for each Director and specified executive;

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