IncentiaPay : Notice of Extraordinary General Meeting/Proxy Form

IncentiaPay Ltd ACN 167 603 992

Notice of 2022 Extraordinary General Meeting Explanatory notes

Proxy form

Time:	3:00pm (Sydney time)
Date:	Monday, 23 May 2022
How to	Via the online platform at:https://meetings.linkgroup.com/INPEGM22
attend:

Contents
Notice of Meeting	4
Explanatory notes	6
Proxy form	Attached
Details of the Meeting

An Extraordinary General Meeting (Meeting) will be held at 3:00pm (Sydney time) on Monday, 23 May 2022 via the online platform provided by our Share Registry, Link Market Services.

Joining the Meeting

Join online meeting:https://meetings.linkgroup.com/INPEGM22.

Participation at the Meeting

Shareholders can participate in the meeting online viahttps://meetings.linkgroup.com/INPEGM22.

The online platform will allow shareholders to attend the meeting, ask questions during the meeting and vote at the meeting. Further details on how to participate online will be published in the Virtual Meeting Online Guide available on the IncentiaPay Limited ACN 167 603 992 website athttps://www.incentiapay.com/investor-centre/investor-services/.

If you plan to attend the meeting online, the Company encourages you to submit a directed proxy vote as early as possible. Details of how to submit a proxy vote are set out below.

Important voting information

The business of the Meeting affects your shareholding and your vote is important. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered shareholders at 3:00pm (Sydney time) on Saturday, 21 May 2022.

You may either vote by proxy or during the meeting.

Voting at the Meeting

We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting by enteringhttps://meetings.linkgroup.com/INPEGM22 into a web browser on your computer or online device.

To submit votes or questions, shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN). Proxyholders will need their proxy code which Link Market Services will provide via email on the day before the Meeting.

Voting will be open until the Chairman closes the Meeting, upon which Shareholders will have an additional 5 minutes to finalise and submit their votes.

More information about online participation in the Meeting (including asking questions via the virtual platform) is available in the Virtual Meeting Online Guide available athttps://www.incentiapay.com/investor-centre/investor-services/.

Voting by proxy

To vote by proxy, either: 1. complete and sign the enclosed proxy form and deliver the proxy form:

• (a) by hand to:

  Link Market Services Level 12, 680 George Street Sydney NSW 2000; or

• (b) by post to

  IncentiaPay Ltd

  C/- Link Market Services Locked Bag A14

  Sydney South NSW 1235; or

• (c) by facsimile to: [phone]; or

2.

visitwww.linkmarketservices.com.au:

• - select 'Investor Login' and in the Single Holding section enter IncentiaPay Ltd or the ASX code INP in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click 'Login'; and

• - select the 'Voting' tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website. You will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website.

If you wish to appoint a proxy to vote for you at the Meeting, your proxy form must be received not later than 48 hours before the commencement of the Meeting. Proxy forms received later than this time will be invalid.

There may be restrictions on how your proxy can vote on certain resolutions to be considered at the Meeting. Further details of when these restrictions apply, and what you can do to ensure that your proxy can vote as you intend, are set out in the section of this document headed Voting Exclusions.

The Chair intends to vote all proxies given to the Chair in favour of the resolutions in Items 1, 2 and 3.

Notice of Extaordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of shareholders of IncentiaPay Ltd ACN 167 603 992 (Company) will be held at 3:00pm (Sydney time) on Monday, 23 May 2022 via the online platformhttps://meetings.linkgroup.com/INPEGM22.Voting at the meeting will be conducted via poll.

Explanatory Notes

The explanatory notes to this notice of meeting provide additional information on matters to be considered at the Meeting. The explanatory notes form part of this notice. Some terms and abbreviations used in this notice of meeting and the explanatory notes are defined at the end of the explanatory notes in the section headed Glossary.

Items of business

• 1. Approval of entry into the Convertible Loan Deed and issue of Shares under the Convertible Loan Deed

  To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of Resolution 2, for the purposes of item 7 of section 611 of the Corporations Act, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Company to enter into the Convertible Loan Deed and for the issue of Shares under the Convertible Loan Deed, details of which are set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

  Note: a voting exclusion applies to this resolution - see Voting Exclusions below.

• 2. Approval of entry into the Loan Security

  To consider and, if thought fit, to pass, the following resolution as an ordinary resolution:

  "That, subject to and conditional upon the passing of Resolution 1, for the purposes of Chapter 2E of the Corporations Act, ASX Listing Rule 10.1 and for all other purposes, approval is given for the Company to enter into the Loan Security, details of which are set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

  Note: a voting exclusion applies to this resolution - see Voting Exclusions below.

• 3. Modify the constitution

  To consider and, if thought fit, to pass, the following resolution as a special resolution:

  "That for the purposes of section 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Constitution of the Company be modified to adopt the changes set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Dated: 21 April 2022

By order of the Board

Ben Newling Company Secretary

Voting exclusions

Item 1 - Approval of entry into the Convertible Loan Deed and issue of Shares under the Convertible Loan Deed

In accordance with the Corporations Act, the Company will disregard any votes cast in favour of Item1by or on behalf of:

• • New Gold Coast Holdings Limited; or

• • an Associate of New Gold Coast Holdings Limited.

However, the above prohibition does not apply if the vote is cast:

• • by a person as proxy for a person who is entitled to vote on the resolution, in accordance with the directions on the Proxy Form; and

• • it is not cast on behalf of New Gold Coast Holdings Limited (or any of its Associates).

Item 2 - Approval of entry into the Loan Security

Voting exclusions under the Listing Rules

As required by the Listing Rules, the Company will disregard any votes cast in favour of Item2by or on behalf of:

• • New Gold Coast Holdings Limited (being the person acquiring the substantial asset and the person who will obtain the material benefit and financial benefit as a result of the transaction); or

• • an Associate of those persons.

However, the Company will not disregard a vote cast in favour of the resolution if:

• • it is cast by a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions on the Proxy Form;

• • it is cast by the Chair as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction on the Proxy Form to vote as the Chair decides; or

• • it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:

  • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on this resolution; and

  • o the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

Voting prohibition under the Corporations Act

In accordance with section 224 of the Corporations Act, a vote on this resolution must not be cast (in any capacity) by or on behalf of New Gold Coast Holdings Limited or any of its Associates. However, the above prohibition does not apply if the vote is cast:

• • by a person as proxy for a person who is entitled to vote on the resolution, in accordance with the directions on the Proxy Form; and

• • it is not cast on behalf of New Gold Coast Holdings Limited (or any of its Associates).