Ambertech : Addendum to Notice of 2021 AGM

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17 November 2021

Addendum to Notice of Annual General Meeting

Ambertech Limited (ASX: AMO) (the Company) is today releasing an addendum to the Notice of Annual General Meeting (AGM) originally dated 28 October 2021 (Notice of Meeting) in respect of the AGM to be held on Tuesday 7 December 2020 at 11:00am AEDT.

The addendum to the Notice of Meeting (Addendum) and a letter that was posted to Shareholders today can be found at the end of this announcement.

The original Notice of the AGM despatched to shareholders inadvertently omitted a resolution seeking the approval of the issue of options to Mr Peter Amos, Managing Director. It had always been the intent of the Board to include this resolution in the Notice of Meeting.

Full details on the additional resolution are included in the attached Addendum.

Proxy Votes

A new proxy form has also been mailed to shareholders today. As there have been no changes to Resolutions 1 to 3, votes that have been cast in respect of those resolutions will count. However, shareholders who wish to also vote on Resolution 4 should submit their proxy again for ALL Resolutions.

In the event a Shareholder provides a replacement Proxy Form, a Proxy Form dispatched with the original Notice of Meeting which has been completed by that Shareholder will be disregarded. In the event a Shareholder has already submitted a Proxy form dispatched with the original Notice of Meeting and does not submit a replacement Proxy Form, the votes cast in respect of Resolutions 1-3 will remain valid and the Shareholder will be deemed to have abstained from voting on Resolution 4.

This announcement was approved for release to the ASX by the Board of Directors.

Robert Glasson

Company Secretary

Ambertech Limited

For personal use only

Dear Shareholder

17 November 2021

Re: Addendum to Notice of Annual General Meeting

Ambertech Limited (ASX: AMO) (the Company) advises that the Company has today released an Addendum to the Notice of Annual General Meeting (Addendum). The Addendum follows this letter.

There is no change to the date or time of the Annual General Meeting (AGM), which will still be held at Unit 1, 2 Daydream Street, Warriewood on Tuesday 7 December 2021 at 11:00am.

The Addendum serves to add a resolution that was omitted in error from the original Notice of Meeting, seeking the approval of the issue of options to Mr Peter Amos, Managing Director. This is achieved by adding a new Resolution 4. Further details on this Resolution follow this letter.

We look forward to welcoming you at the 2021 AGM.

By order of the Board

Yours sincerely

Robert Glasson

Company Secretary

Ambertech Limited

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Addendum to the Notice of Annual General Meeting and Explanatory Notes dated 28 October 2021

For the Annual General Meeting to be held on 7 December 2021.

This is an addendum to the Notice of Annual General Meeting and Explanatory Notes dated 28 October 2021 (Notice of Meeting) for the Annual General Meeting (AGM) of Ambertech Limited (the Company) to be held at 11:00am on 7 December 2021 at Unit 1, 2 Daydream Street, Warriewood NSW.

This addendum should be read in conjunction with the Notice of Meeting.

5. Issue of Options

Resolution 4: To consider, and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for the purpose of ASX Listing Rule 10.14, the proposed issue to Mr Peter Amos of 500,000 options in the Company pursuant to the Ambertech Employee Share Option Plan, as described in the Explanatory Notes to the Notice of Meeting, be approved."

By Order of the Board

Robert Glasson

Company Secretary

Ambertech Limited

Voting Instructions

Replacement Proxy Form

Annexed to the Addendum and included with this letter is a Replacement Proxy Form.

For personal use only

If you have previously submitted a proxy vote and wish to also vote on Resolution 4 you should submit your proxy again for ALL Resolutions. You can submit your proxy by using the replacement Proxy Form. The completed Proxy Form may be mailed/delivered to the Company's share registry, Boardroom Pty Limited at GPO Box 3993, Sydney NSW 2001, or Level 12, 225 George Street Sydney 2001

Replacement Proxy Forms may also be lodged electronically at www.votingonline.com.au/amoagm2021using the Voting Access Code (VAC) on the front of your proxy form. You will be taken to have signed your proxy form if you lodge it in accordance with the instructions given on the website.

If a Shareholder provides a replacement Proxy form, and Proxy Form dispatched with the original Notice of Meeting which has been completed by the Shareholder will be disregarded. In the event a Shareholder has already submitted the Proxy Form dispatched with the original Notice of Meeting and does not submit a replacement Proxy Form the votes cast in respect of Resolutions 1-3 will remain valid and the Shareholder will be deemed to have abstained from voting on resolution 4.

The Proxy deadline remains 48 hours before the commencement of the meeting.

Explanatory Memorandum

Resolution 4 - Issue of Options to Director

This resolution seeks shareholder approval for a proposed issue of options to Mr Peter Amos.

ASX Listing rule 10.14 requires a listed entity to obtain prior shareholder approval for the issue of securities to the Directors of the Company under an employee incentive scheme. The Company is proposing to issue options to Mr Peter Amos under the Employee Share Option Plan.

If Resolution 4 is passed, the Company will be able to proceed with the proposed issue of Options to Mr Amos. If Resolution 4 is not passed, the Company will not be able to proceed with the issue of Options to Mr Amos which may result in the Company seeking less effective methods to provide incentives.

The Board announced the intent to issue these options (subject to approval) via an ASX Appendix 3G on 16 December 2020.

The following information is provided in relation to the terms of the options and for the purposes of ASX Listing Rule 10.15:

1. The Managing Director, Mr Peter Amos, will be issued with 500,000 options, at an exercise price of $0.22 expiring on 14 December 2025. The closing share price, on the date on which the resolution to grant these options by the Board of Directors was passed, was $0.19. The issue price reflects a premium of 10% to the 20 Day Volume Weighted Average Daily market price for the Company's shares as at the grant date.
2. The options will be issued for no consideration (but with an exercise price as described above);
3. The options will be subject to the following vesting schedule:
4. 1. 125,000 Options vested on 30 June 2021;

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1. 1. 125,000 Options vested on 30 September 2021;
   2. 125,000 Options will vest on 30 September 2022; and
   3. 125,000 Options will vest on 30 September 2023.
2. The unvested options have performance hurdles attached, including profitability and dividends.
3. The options will expire 5 years from the date of issue;
4. Peter Amos is the only Director entitles to participate in the Employee Share Option Plan;
5. There is no loan in relation to the acquisition by Peter Amos;
6. The options are expected to be issued by 10 December 2021, but in any event will be issued no later than 12 months after the meeting;
7. The total current remuneration package received by Mr Peter Amos is as follows:

Salary	Cash Incentive	Superannuation	Total
380,000	105,000	25,000	510,000

1. At the date of this notice, the options were valued by the Company at $99,000 based on a Black & Scholes options valuation model.
2. Options over ordinary shares with appropriate performance hurdles are viewed by the Company as a way of ensuring alignment of the goals of executive management and the creation of shareholder value.
3. The number of Options that have previously been issued to Mr Amos under the employee incentive scheme is 500,000.
4. A copy of the Employee Share Option Plan is attached to this notice.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mr Peter Amos or any Associate) (such as close family members and any controlled companies). However, the Company will not disregard the vote if:

1. It is cast by a person as proxy for a person who is entitled to vote in accordance with directions on the proxy form; or
2. the vote is cast by the person chairing the Annual General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

Further, Mr Peter Amos may not vote as a proxy on this resolution if the appointment does not specify how the proxy is to vote. However, the Chairman can vote undirected proxies, provided the proxy expressly authorizes the Chairman to do so, which you may do by marking the designated box on the proxy form.

Recommendation

The Board (with Mr Peter Amos abstaining) unanimously recommends that Shareholders vote in favour of this resolution. The Chairman of the meeting intends to vote all undirected proxies in favour of Resolution 4.