Smart Auto Australia : Letter to shareholders with 2022 AGM notice and blank proxy

Smart Auto Australia Limited

16 July 2022

Dear Shareholder

SMART AUTO AUSTRALIA LIMITED - UPCOMING ANNUAL GENERAL MEETING OF SHAREHOLDERS

Smart Auto Australia Limited is convening an Annual General Meeting of shareholders to be held on 31 August 2021 at 1:00pm (AEST) at:

Level 12, 141 Walker Street, North Sydney NSW and

Unit No.1, 8/F Fu Hang Industrial Building No. 1 Hok Yuen Street East, Hung Hom, Kowloon Hong Kong

(Meeting).

In accordance with the Corporations Act, as recently amended by the Corporations Amendment (Meetings and Documents) Bill 2021 (Cth), the Company is not sending hard copies of the Notice of Meeting to Shareholders. The Notice of Meeting can be viewed and downloaded from this website link:

https://www.nsxa.com.au

or the Company's website -https://www.smartautoltd.com/announcements/

You may vote by attending the Meeting in person, by proxy, or by appointing an authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at one of the places set out above. If possible, Shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, so that the Company may check the Shareholders' holding against the Company's share register and note attendance.

Voting by Proxy

Appointment of Proxy: Shareholders who are entitled to attend and vote at the Meeting, may appoint a proxy to act generally at the Meeting and to vote on their behalf. The proxy does not need to be a Shareholder.

A Shareholder that is entitled to cast two or more votes may appoint two proxies and should specify the proportion of votes each proxy is entitled to exercise. If a Shareholder appoints two proxies, each proxy may exercise half of the Shareholder's votes if no proportion or number of votes is specified.

Voting by proxy: A Shareholder can direct its proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the voting directions to your proxy section of the Proxy Form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Form.

Proxy Forms must be received by 1:00pm (AEST) on 29 August 2021.

Principal Place of Business and Registered Office: Governor Phillip Tower' Suite 24 Level 24 1 Farrer Place Sydney Nsw 2000 NSW 2000 ABN 57 644 257 465

Smart Auto Australia Limited

Details on how to lodge your Proxy Form can be found on the enclosed Proxy Form. If you have any questions about your Proxy Form, please contact the Company Secretary by telephone at [phone].

If COVID-19 social distancing restrictions change prior to the Meeting, the Company will advise via an NSX announcement as to any changes in the manner in which the Meeting will be held and as to whether shareholders will still be able to attend in person and participate in the usual way.

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.

Yours faithfully

Gregory Starr

Director and Company Secretary

Smart Auto Australia Limited

Principal Place of Business and Registered Office: Governor Phillip Tower' Suite 24 Level 24 1 Farrer Place Sydney Nsw 2000 NSW 2000 ABN 57 644 257 465

Notice of Annual General Meeting

SMART AUTO AUSTRALIA LIMITED

ACN 644 257 465

NOTICE OF 2022 ANNUAL GENERAL MEETING

Notice is given that the 2022 Annual General Meeting of the members of Smart Auto Australia Limited (SAL or Company) will be held at the following venues:

Level 12, 141 Walker Street North Sydney NSW and

Unit No.1, 8/F Fu Hang Industrial Building No. 1 Hok Yuen Street East, Hung Hom, Kowloon, Hong Kong

at 1:00pm (Sydney time) on Wednesday 31 August 2022 (Meeting).

The Company and the Board are very aware of the current circumstances resulting from COVID-19 and the impact it is having, and is likely to continue to have, on physical meetings. Accordingly, the Board has made the decision that it will hold a physical Meeting at the two venues noted above, with any appropriate social gathering and physical distancing measures in place to comply with State and Federal Government current restrictions for physical gatherings

To comply with Federal and State government restrictions on social gatherings (and to otherwise ensure the safety of its shareholders and other participants), the Company may only be able to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting, as detailed on pages 4 and 5 of this Notice of Meeting.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise shareholders by way of an announcement on the NSX website at www.nsx.com.au. The Company strongly encourages all shareholders to check the Company's announcements at www.nsx.com.au regularly prior to the Meeting. Please see page 4 for details outlining the process which Shareholders should follow to participate in the Annual General Meeting.

In accordance with the Corporations Act, as recently amended by the Corporations Amendment (Meetings and Documents) Bill 2021 (Cth) the Company will not be mailing physical copies of this Notice of Meeting to Shareholders, and instead this Notice of Meeting will be sent electronically to Shareholders where the Company has a record of their email address, or will otherwise be made available to Shareholders where the Company does not have a record of their email address through a URL set out in a Letter sent to them by mail. Please see page 4 for further details regarding the despatch of this Notice of Meeting to Shareholders. The Notice of Meeting can be viewed and downloaded from this website link:

www.nsx.com.au

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the 2022 Annual General Meeting. The Explanatory Memorandum forms part of this Notice of Meeting.

Certain terms and abbreviations used in this Notice of Meeting and Explanatory are defined in the Glossary of the Explanatory Memorandum.

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ORDINARY BUSINESS

FINANCIAL REPORT

To receive and consider the Annual Financial Statements, the Directors' Report and Audit Report of the Company and its Controlled Entities for the financial period ended 31 March 2022.

To consider, and if thought fit, to pass with or without modification, the following resolutions.

1. RESOLUTION 1 - REMUNERATION REPORT

To consider and, if thought fit, to pass the following non-binding ordinary resolution:

1. 'That the Remuneration Report contained in the Annual Report for the financial year ended 31 March 2022 be adopted.'
2. Note: the vote on this Resolution 1 is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution 1.

Voting Exclusion Statement

Pursuant to section 250R of the Corporations Act, a vote must not be cast, and the Company will disregard any votes cast (in any capacity) on Resolution 1, by or on behalf of:

1. A member of the Key Management Personnel (KMP), details of whose remuneration are included in the Remuneration Report for the year ended 31 March 2022; or
2. a Closely Related Party of a KMP.

However, a person described above may cast a vote on Resolution 1 if it is not cast on behalf of a person described above and either:

1. the proxy is appointed by writing that specifies how the proxy is to vote on the resolution proposed in Resolution 1; or
2. the chairman of the meeting is appointed as proxy and the appointment of the chairman does not specify the way in which the chairman is to vote and expressly authorises the chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Please note, in accordance with sections 250R(4) and 250R(5) of the Corporations Act, the chairman will not vote any undirected proxies in relation to Resolution 1 unless the shareholder expressly authorises the chairman to vote in accordance with the chairman's stated voting intentions. Please note that if the chairman of the meeting is your proxy (or becomes your proxy by default), by completing the attached proxy form, you will expressly authorise the chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the chairman.

If you appoint the chairman as your proxy, you can direct the chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form.

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1. RESOLUTION 2 - ELECTION OF DIRECTOR - MS ALYCE WONG
   To consider, if thought fit, pass with or without amendment, the following resolution as an ordinary resolution:
   'That, for the purpose of clause 14.2 of the Constitution of the Company and for all other purposes, Ms Alyce Wong who retires, and being eligible, is elected as a Director.'
2. RESOLUTION 3 - ELECTION OF DIRECTOR - MR MARK NG
   To consider, if thought fit, pass with or without amendment, the following resolution as an ordinary resolution:
   'That, for the purpose of clause 14.2 of the Constitution of the Company and for all other purposes, Mr Mark Ng who retires, and being eligible, is elected as a Director.'

SPECIAL BUSINESS

4. RESOLUTION 4 - AMENDMENT OF THE COMPANY'S CONSTITUTION

To consider, if thought fit, pass with or without amendment, the following resolution as a special resolution:

'That, with effect from the conclusion of the Company's 2022 AGM, the constitution of the Company is amended in the manner described in section 4 of the Explanatory Memorandum.'

EXPLANATORY MEMORANDUM

An Explanatory Memorandum in respect of the Resolutions set out above is enclosed with this Notice of Meeting. Expressions defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting.

By Order of the Board

Gregory Starr

Director and Company Secretary

16 July 2022

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