ICetana : Issue of Options and Cancellation of General Meeting

21 April 2022

Issue of Employee Options and Cancellation of General Meeting

On 1 April, 2022 icetana Limited (ASX: ICE) ('icetana" or "the Company") released a notice of meeting scheduled for 9am (Perth time) on 2 May 2022 (Meeting). The purpose of the Meeting was to seek shareholder approval for the issue of options to employees and directors.

Following consultation with shareholders, the board of icetana (Board) advises that it will defer the issue of options to directors and instead issue employee options under the Company's Employee Securities Incentive Plan. It has therefore resolved to cancel the Meeting.

The Board believes that equity incentives are important to attract and retain the best talent while the Company is in an exciting phase of its growth journey. To further enhance alignment of both shareholder value and remuneration, the Company has added performance criteria to the options to be issued to Matt Macfarlane (Chief Executive Officer & Managing Director), Kevin Brown (Chief Operating Officer) and Rafael Kimberley-Bowen (Chief Financial Officer). Options will now be issued to these Senior Executives subject to a mix of revenue-based performance hurdles, as well as time-based vesting conditions.

In summary, operating revenue must increase by a factor of approximately 2x to $1.5m in a half-year period and 3x to $2.5m in a half-year period respectively from icetana's most recently reported revenue for the majority of the Senior Executives vesting to occur.

As a result of the review:

•  20,575,000 options will be issued to employees (excluding directors) pursuant to the Company's Employee Securities Incentive Plan and ASX Listing Rule 7.2 (Exception 13(a)).

•  10,000,000 options will be issued to the Chief Executive Officer & Managing Director subject to and conditional on the receipt of prior shareholder approval, to be sought at the next general or annual general meeting.

All options remain subject to an exercise price of $0.15 per option, a substantial premium to the current trading range.

The credentials of the Senior Executives include:

•  Matt Macfarlane (Chief Executive Officer & Managing Director): Founding CEO of icetana. Entrepreneur and investor with 9 years venture capital management experience. Successful technology and software development commercialisation leader.

•  Kevin Brown (Chief Operating Officer): Led the tech team that drove Virtual Gaming World's (VGW) from $300/day to $1.4m/day. Leading role in creating two of WA's three software unicorns (Nearmap and VGW).

•  Rafael Kimberley-Bowen (Chief Financial Officer): Experienced SaaS CFO with 15+ years leading finance functions. Previously CFO at APE Mobile (acquired by Damstra) and M&A at Elmo Software (ASX: ELO). Qualified accountant with MBA and fellow of CIMA, 40under40.

The terms and conditions of the options to be issued to employees and the Chief Executive Officer & Managing Director are included in the schedule to this announcement.

icetana Limited | 152 St Georges Terrace, Perth WA 6000

PO Box 5668, Perth WA 6831

Phone: +61 8 6282 2811 |www.icetana.com

ABN: 90 140 449 725

The quantum and terms of issue of any options to the non-executive directors will be reconsidered and put to shareholders at the next general or annual general meeting.

- ENDS -

Authorised for release by the Board of icetana Limited.

For further information contact:

icetana Limited

Matt Macfarlane Chief Executive Officer +61 400 605 960matt@icetana.com

About icetana

icetana Limited is a global software company providing video analytics solutions designed to automatically identify anomalous actions in real-time for large scale surveillance networks. Our software integrates with customers' existing video management systems and IP cameras.

Using artificial intelligence and machine learning techniques, the icetana motion intelligence solution learns and filters out routine motion, showing only anomalous or unusual behaviour allowing operators to focus on events that matter and respond in real-time to both precursor activities and incidents. icetana has a broad range of use cases across a growing number of industry verticals. It has been implemented at over 45 sites on five continents, helping clients harness the rich data streams from their existing security networks and turning that data into improved situational awareness and deeper operational insights.

Schedule: Terms and Conditions of Employee Options

The Employee Options will be issued on the following terms and conditions:

1. Entitlement

Each Option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company (Share) upon exercise of the Option.

2. Plan

The Options will be issued under the Company's employee securities incentive plan (Plan) for nil cash consideration. In the event of any inconsistency between the Plan and these terms and conditions, these terms and conditions will apply to the extent of the inconsistency.

3. Exercise Price and Expiry Date

The Options have an exercise price of $0.15 per Option (Exercise Price) and will expire on the earlier to occur of:

• (a) 5:00pm (WST) on the date that is 4 years from the date of issue; and

• (b) the Options lapsing and being forfeited under the Plan or these terms and conditions,

(Expiry Date). An Option not exercised before the Expiry Date will automictically lapse on the Expiry Date.

4. Vesting Conditions

(a)

Vesting Conditions applicable to Senior Executives

This paragraph 4(a) applies to the Options issued to the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (together, Senior Executives) or their respective nominees.

Options will vest subject to the relevant participant in the Plan remaining employed or otherwise engaged by the Company at all times during the relevant period (Classes A and B) or quarter (Class C), and on the following basis:

For the purposes of the Vesting Conditions, Revenue means revenue in accordance with the Company's accounting policy and the Australian Accounting Standards, as noted below and in accordance with AASB 15.

The Company recognises revenue as follows:

• (i) Sale of goods: Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods, which is generally at the time of delivery.

• (ii) Software service revenue: Revenue from the provision of software sales is recognised when it is probable that the economic benefit will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

• (iii) Other revenue: Other revenue is recognised when it is received or when the right to receive payment is established; and excluding any one-off revenue received outside the ordinary course of business and more specifically excluding:

  • (A) the Research and Development Grant returns of the Company; and

  • (B) any inorganic revenue that may be recognised as a result of, for example, merger and acquisition opportunities.

(b)

Other employees

This paragraph 4(b) applies to the Options issued to employees other than the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (together, Other Employees) or their respective nominees.

The Options granted will vest on a quarterly basis over the three-year period following the date of issue, subject to the relevant participant in the Plan remaining employed or otherwise engaged by the Company at all times during the relevant quarter. An additional condition of vesting is that the relevant participant has been employed or otherwise engaged by the Company for a period of twelve months before any vesting can occur. For the avoidance of doubt, the twelve month period is calculated from the start of their employment or engagement with the Company, not from the date of issue.

5. Exercise Period

Each vested Option is exercisable at any time and from time to time on or prior to the Expiry Date.

6. Quotation of the Options

The Options will be unquoted.

7. Transferability of the Options

The Options are not transferable unless they have vested and only with the prior written approval of the Company and subject to compliance with the Corporations Act.

8. Notice of Exercise

The Options may be exercised by notice in writing to the Company in multiples of 10,000 Options per notice in the manner specified on the Option certificate or as otherwise agreed with the Company (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company (acting reasonably). Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

9. Lodgement instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Share Registry.

10. Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then Shares of the Company.

11. Quotation of Shares on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options in accordance with the Listing Rules.

12. Timing of issue of Shares

Within 5 business days after the receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised, the Company will:

• (a) issue the Shares pursuant to the exercise of the Options;

• (b) issue a substitute certificate for any remaining unexercised Options held by the holder; and

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