For personal use only

22 February 2022

Dear Shareholder,

General Meeting - Notice and Proxy Form

Notice is hereby given to current shareholders that a General Meeting (Meeting) of Shareholders of AssetOwl Limited (ACN 122 727 342) (Company) will be held at Level 14, 225 St Georges Terrace, Perth, WA, 6000 at 1.00pm (WST) on Wednesday, 23 March 2022.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting (Notice). Instead, a copy of the Notice will be made available for shareholders to obtain by visiting ASX's website at: https://www.assetowl.com/investor-centre/asx-announcements

For those shareholders who elected to receive notices by email, a copy of their proxy form was sent to their nominated email address. As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

Shareholders may register votes prior to the meeting by lodging your proxy instructions by no later than

48 hours prior to the Meeting (by 1:00pm (WST) on 21 March 2022) either by voting online at: www.advancedshare.com.au/investor-login, or lodging a proxy form by:

post to: Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009; or PO BOX 1156 ; or

in person to: Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009; or

by fax: +61 8 6370 4203; or

by email to: admin@advancedshare.com.au

Your proxy voting instruction must be received not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Shareholders may also lodge questions in advance of the Meeting by emailing the questions to Sean Meakin, Company Secretary at smeakin@tribis.com.au, by no later than Wednesday, 16 March 2022.

AssetOwl Ltd ACN: 122 727 342

Level 14, 225 St George's Terrace, Perth, Western Australia 6000

Telephone: (61) (8) 9424 9320 Facsimile: (61) (8) 9321 5932

www.assetowl.com

For personal use only

It is important to note that those attending the General Meeting in person will be required to adhere to COVID-19 regulations in force in Western Australia at the date of the meeting.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice, please contact the Company's share registry, Advanced Share Registry on, 1300 113 258 (within Australia) or +61 8 9389 8033 (overseas).

Yours sincerely

Simon Trevisan

Chairman

AssetOwl Ltd ACN: 122 727 342

Level 14, 225 St George's Terrace, Perth, Western Australia 6000

Telephone: (61) (8) 9424 9320 Facsimile: (61) (8) 9321 5932

www.assetowl.com

For personal use only

AssetOwl Limited

ACN 122 727 342

Notice of General Meeting,

Explanatory Statement and Proxy Form

General Meeting to be held at

the offices of Tribis Pty Ltd, Level 14, 225 St Georges Terrace,

Perth, Western Australia

On Wednesday, 23 March 2022 at 1.00pm WST

IMPORTANT NOTE

The Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

For personal use only

Important Information

Contents

Item

Page

Notice of General Meeting

ii

Voting Prohibitions and Exclusions

v

Proxy Appointment, Voting and Meeting Instructions

vii

Explanatory Statement

1

Glossary

8

Proxy Form

Attached

Important dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event

Date

Last day for receipt of Proxy Forms - Proxy

1:00pm (WST) on Monday, 21

March 2022

Forms received after this time will be

disregarded*

Snapshot date for eligibility to vote

5:00pm (WST) on Monday, 21

March 2022

General Meeting

1:00pm (WST) on Wednesday, 23

March 2022

*Proxy Forms received after this time will be disregarded.

Defined terms

Capitalised terms used in this Notice of General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

page | i

Notice of General Meeting

For personal use only

Notice is hereby given that a General Meeting of AssetOwl Limited ACN 122 727 342 (AssetOwl or Company) will be at 1:00pm (WST) on Wednesday, 23 March 2022, at the offices of Tribis Pty Ltd, Level 14, 225 St Georges Terrace, Perth, Western Australia, for the purpose of transacting the business referred to in this Notice of General Meeting.

The Explanatory Statement that accompanies and forms part of this Notice of General Meeting describes the various matters to be considered.

Capitalised terms used in this Notice of General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary of the Explanatory Statement.

Agenda

Resolution 1: Ratification of prior issue of Shares to Placement Participants under Listing Rule 7.1

To consider and, if thought fit, to pass with or without amendment the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 108,577,196 Placement Shares to the Placement Participants on 3 February 2022 at an issue price of $0.003 each, made under the Company's Listing Rule 7.1 placement capacity in the manner and on the terms and conditions set out in the Explanatory Statement."

Resolutions 2(a) and 2(b): Participation of Related Parties in the Shortfall to Non- Renounceable Rights Issue

To consider and, if thought fit to pass, with or without amendment, the following resolutions as separate ordinary resolutions:

  1. "That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the
    Company to issue up to 33,333,334 Shares to Tribis Pty Ltd or its nominee, being a Related Party of the Company, to raise capital in the manner and on the terms and conditions described in the
    Explanatory Statement."
  2. "That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the
    Company to issue up to 8,333,334 Shares to Giuseppe Di Franco, Imprint Investments Pty Ltd or their nominee, being a Related Party of the Company, to raise capital in the manner and on the terms and conditions described in the Explanatory Statement."

By order of the Board

Mr Sean Meakin

Company Secretary

22 February 2022

page | ii

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AssetOwl Limited published this content on 22 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 February 2022 07:40:03 UTC.