Notice of Annual General Meeting and Proxy Form

• Bigtincan Holdings Limited's AGM will be held on Friday, November 29, 2024, at 9:30 am (AEDT).
• Shareholders can participate virtually via webcast or in person in Sydney.
• Proxy voting deadline is 9:30 am (AEDT) on Wednesday, November 27, 2024.
• Key resolutions include a scheme transaction with Investcorp, adoption of the remuneration report, director elections (including both board-endorsed and non-endorsed candidates), and approval for granting rights to a director.
• The proposed scheme transaction with Investcorp involves Bigtincan Limited acquiring all shares in Bigtincan Holdings, potentially offering shareholders 1 Bigtincan Limited share for every 30.97 Bigtincan Holdings shares, with a possible cash option.
• A revised non-binding acquisition proposal from Vector Capital Management has been received, offering $0.22 cash per share.
• The board unanimously recommends shareholders vote in favor of the Investcorp scheme transaction, subject to conditions and an independent expert's opinion.
• Resolution 3 (Spill Resolution) is conditional on at least 25% of votes cast against the Remuneration Report (Resolution 2).
• Resolution 8 seeks shareholder approval for granting 10,914,760 Performance Share Appreciation Rights (PSARs) to the CEO, Mr. David Keane, as part of his FY24 Long Term Variable Remuneration (LTVR).
• Resolution 9 seeks shareholder approval to increase the company's equity securities issuance capacity by 10% under ASX Listing Rule 7.1A.
• The meeting will be held at Level 14, 60 Margaret Street, Sydney NSW 2000.

Score: 6

Explanation: The document presents a mixed outlook. While the proposed scheme with Investcorp offers potential upside, the presence of a competing bid and the risk of a second strike create uncertainty. The overall tone is cautiously optimistic.

• The board unanimously recommends the Investcorp scheme transaction, believing it to be in the best interests of shareholders.
• The proposed scheme with Investcorp could result in Bigtincan Holdings becoming a NASDAQ-listed entity.
• The board is actively managing board renewal with the election of new directors.
• A potential cash election facility could provide additional value to shareholders.

• A second strike against the remuneration report could trigger a spill resolution, leading to potential board changes.
• The revised Vector proposal presents a competing offer, potentially impacting the Investcorp scheme.
• Failure to obtain shareholder approval for Resolution 8 could result in a less favorable remuneration package for the CEO.
• Failure to obtain shareholder approval for Resolution 9 could limit the company's ability to raise capital in the future.

• The success of the Investcorp scheme is subject to several conditions, including court approval and shareholder support.
• The competing Vector proposal could derail the Investcorp scheme.
• A second strike on the remuneration report could lead to significant board changes and operational disruption.
• Economic and voting dilution for existing shareholders if Resolution 9 is approved and the company issues additional equity securities.

The transaction with Investcorp is anticipated to complete in the first quarter of 2025, subject to the satisfaction of various conditions. The board will update shareholders on the revised Vector proposal as required.

• The Board of Directors of the Company consider that this Transaction is in the best interests of the Companys shareholders and unanimously recommend that the shareholders of the Company support Resolution 1, in the absence of superior proposal and subject to an independent expert concluding in the independent experts report (and continuing to conclude) that the Scheme is in the best interests of the Companys shareholders.
• The Board recommends that shareholders vote AGAINST the proposed resolution.
• The Board (excluding Mr Ebbeck) recommends that Shareholders vote IN FAVOUR of Resolution 4.
• The Board recommends that shareholders vote IN FAVOUR of Resolution 5.
• The Board recommends that shareholders vote AGAINST Resolution 6.
• The Board recommends that shareholders vote AGAINST Resolution 7.
• The Board, (excluding Mr Keane, consider the grant of the PSARs to Mr Keane to be appropriate in all circumstances and recommends that Shareholders vote IN FAVOUR of Resolution 8.
• The Board recommends that Shareholders vote IN FAVOUR of Resolution 9.

This announcement reflects the ongoing activity in the technology sector, with mergers and acquisitions, and capital raising remaining significant themes. The proposed transaction with Investcorp positions Bigtincan for growth in the US market, while the competing offer from Vector highlights the competitive landscape.

• Hold the Annual General Meeting on November 29, 2024
• Complete the scheme transaction with Investcorp (subject to conditions)
• Consider the revised Vector proposal
• Grant PSARs to the CEO (subject to shareholder approval)
• Potentially raise capital under ASX Listing Rule 7.1A (subject to shareholder approval)

• June 7, 2024: Mr. Timothy Ebbeck appointed as a Director
• June 30, 2024: End of financial year for which the Annual Financial Report is prepared
• August 29, 2024: Release of FY24 Annual Results
• October 21, 2024: Scheme Implementation Deed (SID) and Business Combination Agreement (BCA) signed with Investcorp
• October 25, 2024: Date used for calculations in Resolution 9
• October 30, 2024: Notice of Annual General Meeting signed by Company Secretary
• November 27, 2024: Proxy voting deadline
• November 29, 2024: Date of the Annual General Meeting
• October 2027: Exercise date for PSARs
• First Quarter 2025: Anticipated completion date for the Transaction with Investcorp