Aquis Entertainment : Notice of Annual General Meeting and Proxy Form

AQUIS ENTERTAINMENT LIMITED

ACN 147 411 881

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

21 Binara St

Canberra ACT 2601 Ph:[phone] Fax: [phone]www.aquisentertainment.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting (AGM or Meeting) of shareholders of Aquis Entertainment Limited (Aquis or Company) will be held:

Date:	Monday, 16 May 2022
Time:	12.30pm (Canberra time)
Venue:	Casino Canberra
21 Binara Street
Canberra ACT 2601

The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum, Entitlement to Attend and Vote section and Proxy Form are part of this Notice of Meeting.

The Directors recommend Shareholders read the Notice of Meeting, the accompanying Explanatory Memorandum and the proxy form in full before making any decision in relation to the Resolutions.

Capitalised terms not otherwise defined in this Notice have the meaning given in the Interpretation or Explanatory Memorandum which accompanies this Notice. References to the "Corporations Act" are to the Corporations Act 2001 (Cth), unless the context requires otherwise.

Entitlement to attend and vote

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7:00 pm (Canberra time) on Saturday, 14 May 2022 will be entitled to attend and vote at the AGM as a shareholder.

If more than one joint holder of shares is present at the AGM (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of Proxy

If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) (the Act) to exercise its powers as proxy at the AGM.

A proxy need not be a shareholder of the Company.

A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the shareholder's votes.

To be effective, the proxy must be received at the Share Registry of the Company no later than 12.30pm (Canberra time) on Saturday, 14 May 2022, being 48 hours before the AGM. Proxies must be received before that time by one of the following methods:

•

•

(Preferred) by voting online at:www.votingonline.com.au/aqsagm2022 by post at:

Share Registry - Boardroom Pty Limited GPO Box 3993

Sydney NSW 2001

•

by personal delivery during normal business hours and subject to public health orders and restrictions at:

Share Registry - Boardroom Pty Limited Level 12, 225 George St

•

Sydney NSW by facsimile: [phone]

To be valid, a proxy form must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Power of Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than 12.30pm (Canberra time) on Saturday, 14 May 2022 being 48 hours before the AGM.

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company's representative. A "Certificate of Appointment of Corporate Representative" form may be obtained from the Company's share registry or online athttps://boardroomlimited.com.au/

IMPORTANT: If you appoint the Chairman of the Meeting as your proxy, or the Chairman becomes your proxy by default, and you do not direct your proxy how to vote on resolution 1, then by submitting the proxy form you will be expressly authorising the Chairman to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP.

Voting at the Meeting by way of Poll

In accordance with the Company's Constitution, the Chair intends to call a poll for each of the Resolutions proposed at the AGM. The vote for each Resolution considered at the AGM will therefore be conducted by poll, rather than a show of hands. The Chair considers voting by poll to be in the interests of the Shareholders as a whole, and to ensure the representation of as many Shareholders as possible at the meeting.

ENCLOSURES

Enclosed are the following documents:

A.

proxy form to be completed if you would like to be represented at the AGM by proxy. Shareholders are encouraged to use the online voting facility that can be accessed on Boardroom's share registry's website at Boardroom Pty Limited (boardroomlimited.com.au) to ensure the timely and cost effective receipt of your proxy;

B. an AGM Question Form to be completed if you would like a specific question to be addressed by the

Chairman or RSM (our external auditor) at the AGM; and

C.

a reply paid envelope for you to return either or both the proxy form and AGM Question Form.

QUESTIONS AND COMMENTS

Following consideration of the Reports, the Chair will give Shareholders a reasonable opportunity to ask questions about, or comment on, the management of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor questions relevant to:

• a. the conduct of the audit;

• b. the preparation and content of the Independent Auditor's Report;

• c. the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• d. the independence of the Auditor in relation to the conduct of the audit.

The Chair will also give the Auditor a reasonable opportunity to answer written questions submitted by Shareholders that are relevant to the content of the Independent Auditor's Report or the conduct of the audit. All Shareholders will have a reasonable opportunity to ask questions during the AGM.

Shareholders who prefer to register questions in advance of the AGM are invited to do so. Please email any questions to:[e-mail] or please complete the enclosed shareholder question form and return to Boardroom. To allow time to collate questions and prepare answers, please submit any questions no later than 9 May 2022 being five Business Days before the meeting.

Questions received in advance by email or mail will be collated and, during the AGM, the Chair will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to Shareholders. Shareholders will also have the opportunity to ask questions during the AGM.

ORDINARY BUSINESSItem 1:Financial Statements and Reports

The first item of business is to receive and consider the Financial Report, the Directors' Report, and the Independent Auditor's Report of the Company for the financial year ended 31 December 2021.

All shareholders can view the Company's Annual Report which contains the Financial Report, the Directors' Report and the Independent Auditor's Report of the Company for the year ended 31 December 2021 on the Company's website athttps://aquisentertainment.com/reports.html.

Shareholders are not required to vote on this item. However, during this item, shareholders will be given an opportunity to ask questions about, and make comments on, Aquis Entertainment Limited 2021 Annual Report.

Item 2:Remuneration Report

Resolution 1:Remuneration Report

To consider and if thought fit, pass the following as a non-binding ordinary resolution of the Company:

"That the Company's Remuneration Report for the financial year ended 31 December 2021, as set out in the Directors' Report, is adopted."

The Remuneration Report is contained in the 2021 Annual Report (available athttps://aquisentertainment.com/reports.html.). Please note that, in accordance with section 250R(3) of the Corporations Act 2001 (Cth) (Act), the vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement

A vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of, the following persons:

• (i) a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2021 Remuneration Report; or

• (ii) a closely related party of such a KMP (including close family members and companies the KMP controls).

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

• (i) the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• (ii) the vote is cast by the chair of the Meeting and the appointment of the chair as proxy:

• (iii) does not specify the way the proxy is to vote on the resolution; and

• (iv) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

"Key management personnel" and "closely related party" have the same meaning as set out in the Corporations Act 2001 (Cth).

In accordance with section 250BD of the Corporations Act 2001 (Cth), a vote must not be cast on Resolution 1 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.