Spacetalk : Constitution

For personal use only

ASX Announcement

Spacetalk Ltd. (ASX:SPA)

08 December 2021

Constitution

Attached is the modified constitution of Spacetalk Ltd. (ASX:SPA) ("Spacetalk" or "Company") approved by a special resolution of shareholders at the Company's Annual General Meeting held on 30 November, 2021.

This announcement has been authorised by Spacetalk CEO Mark Fortunatow.

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For more information, please contact:

Dimitri Burshtein

Investor Relations and Corporate Development

dburshtein@spacetalkwatch.com

M: +61 493 041 751

About Spacetalk Ltd.

Spacetalk Ltd. (ASX: SPA) is a global technology provider of secure communication solutions for families to stay connected and protected.

Spacetalk's range of all-in-one smartphone GPS watches for children (Spacetalk Kids and Spacetalk Adventurer) and seniors (Spacetalk Life) are purpose built with tailored features, design qualities and best practice data encryption, security and privacy technologies, for families to stay confidently connected. Fun, fashionable, secure and technologically advanced, Spacetalk devices deliver confidence for the child and senior wearer, enhanced controls for the guardian, and engaging functionalities for the whole family to stay connected.

The Spacetalk App is designed to provide a family environment for fun, engaging and secure media consumption beyond its device control functionalities for the guardian. Every linked contact - parents, grandparents, extended family members and friends - regardless of whether they are Android or iOS users, can interact with linked Spacetalk devices and each other through the Spacetalk App.

Spacetalk was founded in 2001 and listed on the ASX in 2003 as MGM Wireless Limited, which developed the world's first SMS student absence notification platform for schools and went on to become Australia's most successful school messaging company. On 12 November 2020 the Company changed its name to Spacetalk Ltd.

To learn more about the Spacetalk devices and app platform, and the Company, please visit: https://www.spacetalkwatch.com/. Investor Centre: https://investors.spacetalkwatch.com/.

Spacetalk Ltd. (ASX:SPA)

ABN 93 091 351 530

The Parks, Suite 13, 154 Fullarton Road, Rose Park, South Australia 5067

www.spacetalkwatch.com

For personal use only

SPACETALK LTD

ACN 091 351 530

COMPANY CONSTITUTION

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onlyuse2. personal3. For4.

TABLE OF CONTENTS

INTERPRETATION

1. Replaceable Rules
2. Definitions
3. Interpretation
4. Corporations Act Definitions
5. Headings
6. Listing Rules

SHARE CAPITAL AND VARIATION OF RIGHTS

1. Issue of Shares
2. Share Options
3. Classes of Shares
4. Preference Shares
5. Recognition of Trusts
6. Unregistered Interests
7. Uncertificated Holdings andElectronic Transfer
8. Share Holding Statements
9. Broker Cancellation of Certificate
10. Share Certificates
11. Joint Holders of Shares
12. Commissions
13. Restricted Securities
14. Option Holdings

SMALL SHAREHOLDERS

1. Marketable Parcels
2. Sale of Shares of Small Shareholder
3. Proceeds of Sale
4. Manner of Giving Notice
5. Exercise of Powers on Behalf of Company
   LIEN

1. Generally
2. Lien on Share
3. Protection of Rights
4. Extinguishment of Lien

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1. 1. Exemptions
   2. Dividends
   3. Sale of Shares
   4. Restrictions on Sale
   5. Person Authorised to Sign Transfers
   6. Proceeds of Sale
2. CALLS ON SHARES
3. 1. Calls
   2. Revocation Or Postponement of Call
   3. Making A Call
   4. Payments in Advance of Calls
   5. 5.5 Transfer of Shares Call Unpaid
   6. Notice of Call and Shareholders
   7. Joint Holders
   8. Non Receipt of Notice of Call
   9. Interest on default
   10. Instalments deemed calls
   11. Differentiation between Shareholders as to calls
4. FORFEITURE OF SHARES
5. 1. Notice requiring payment of call
   2. Forfeiture for failure to comply with notice
   3. Notice of Forfeiture
   4. Surrender of Share
   5. Cancellation of forfeiture
   6. Effect of forfeiture on former holder's liability
   7. Evidence of forfeiture
   8. Transfer of forfeited share
   9. Forfeiture applies to non-payment of instalment
   10. Listing Rules
6. TRANSFER OF SHARES
7. 1. Forms of Instrument of Transfer
   2. Registration Procedure
   3. Transferor Holds Shares Until Registration of Transfer
   4. Directors' Powers to Decline to Register
   5. Company to Retain Instrument of Transfer

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