Catapult International : Notice of Annual General Meeting/Proxy Form

ousenly2022

NOTICE OF ANNUAL personalGENERAL MEETING

For

THE AGM WILL BE A VIRTUAL-ONLY MEETING.

SHAREHOLDERS WILL NOT BE ABLE TO ATTEND IN PERSON.

This Notice of Meeting should be read in its entirety. If Shareholders are in any doubt as to how

they should vote, they should seek advice from their professional advisers prior to voting.

To receive a Username and Password, please contact our share registry, Link Market Services, on [phone] between 9.00am and 5.00pm (Melbourne time) or send an email to [e-mail] to pre-registerand obtain login details.

Overseas Residents:

The three-charactercountry code which can be found on page 5 of the Online Voting User Guide atcatapultsports.com/investor/agm

Australian Residents:

Postcode of the registered holding

The SRN/HIN as shown on their Direct Voting / Proxy Form*

CATAPULT GROUP INTERNATIONAL LTD

2022 NOTICE OF ANNUAL GENERAL MEETING

HOW TO PARTICIPATE IN THE AGM

onlyThe 2022 Annual General Meeting of Catapult Group International Ltd ABN 53 164 301 197 (the Company) will be held at 10.00am (Melbourne time) on Tuesday, August 2, 2022, as a virtual-only meeting (the AGM).

Shareholders, proxies and guests may participate in the AGM via the Lumi online platform at web.lumiagm.com/362228766(Meeting ID 362-228-766) using any web browser on a computer, tablet or smartphone device (using the latest version of Chrome, Safari, Edge or Firefox) (the Lumi website). Attendees may select an audio/video or an audio-only feed of the AGM on the Lumi website.

For further information on how to participate in, and vote at, the AGM, please refer to the Virtual Meeting User useGuide appended to this Notice of Meeting and available at: catapultsports.com/investor/agm.

Online registration will open at 9.30am (Melbourne time) on Tuesday, August 2, 2022.

Shareholders / Proxies

Shareholders and proxies will need to use the following details when accessing the Lumi website:

Username

Password

personalAppointed proxy / attorneys /

corporate representatives

*If you have received more than one Direct Voting / Proxy Form for different shareholdings then you will need to log in separately for each holding using the corresponding SRN/HIN and postcode on the Direct Voting / Proxy Form in order to vote during the AGM.

Shareholders and proxies may vote and ask questions through the Lumi website. For more information on voting, proxies and how to ask questions, please refer to page 5 of the Explanatory Notes.

Guests

Guests will need to register through the Lumi website to join the AGM. Guests will be permitted to watch and listen to the webcast, but not vote or ask questions. For

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CATAPULT GROUP INTERNATIONAL LTD

2022 NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

onlyNotice is hereby given that an Annual General Meeting of shareholders of Catapult Group International Ltd

ACN 164 301 197 will be held at 10.00am (Melbourne time) on Tuesday, August 2, 2022 as a virtual-only meeting (the AGM). The online platform may be accessed via the Lumi online platform at web.lumiagm.com/362228766(the Lumi website).

Online registration will open at 9.30am (Melbourne time) on that day.

The Explanatory Notes to this Notice of Meeting provide additional information on matters to be considered at the AGM and form part of this Notice of Meeting.

useShareholders may also find out more information about the Company and the AGM by visiting the Investor section of Catapult's website at catapultsports.com/investor(the Investor website).

In this Notice of Meeting, the terms 'Catapult', the 'Company', the 'Group', 'our business', 'organization', 'we', 'us', 'our' and 'ourselves' refer to Catapult Group International Ltd ACN 164 301 197, and the terms 'Share', 'Shareholder' and 'Rights' refer to such securities or holders of such securities in Catapult. All references to $ or dollars in this Notice of Meeting are to US dollars unless otherwise stated.

ITEMS OF BUSINESS

personal1. Financial Statements and Reports

To receive and consider the Financial Report for the year ended March 31, 2022, together with the Directors' Report

nd Auditor's Report as set out in the Annual Report.

2. Re-election of Directors

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

(a) "THAT Dr Adir Shiffman who retires by rotation in accordance with clause 23.10(b) of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

(b) "THAT Mr Igor van de Griendt who retires by rotation in accordance with clause 23.10(b) of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Items 2(a) and (b) will be voted on as separate ordinary resolutions.

3. Remuneration Report

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

"THAT the Remuneration Report forming part of the Directors' Report for the year ended March 31, 2022 be adopted."

4. Ratification of Prior Issue of the First Tranche of the Deferred Shares to the SBG Vendors ForTo consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"THAT, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of the First Tranche of the Deferred Shares to each of the SBG Vendors (or their nominees) (being, in aggregate, 2,426,624 fully paid ordinary Shares) pursuant to the SBG Acquisition, and otherwise on the terms and conditions set out in the Explanatory Notes."

5. Approval of Issue of the Second, Third, Fourth and Fifth Tranches of the Deferred Shares to the SBG Vendors

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

"THAT, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of the Second, Third, Fourth and Fifth Tranches of the Deferred Shares to each of the SBG Vendors (or their nominees) (being, in aggregate, 9,706,496 fully paid ordinary Shares) pursuant to the SBG Acquisition, and otherwise on the terms and conditions set out in the Explanatory Notes."

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CATAPULT GROUP INTERNATIONAL LTD

2022 NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

only6. Ratification of Prior Issue of Securities under the Company's Employee Share Plan

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

"THAT, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of the Securities issued to participants of the Company's Employee Share Plan (being, in aggregate, 8,224,526 Securities issued in July 2022 for the FY23 performance year) pursuant to the terms of that Employee Share Plan, and otherwise on the terms and conditions set out in the Explanatory Notes."

use"THAT for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve a variation to the terms on which Rights may be granted under the Salary Sacrifice Offer (which were set out in the Company's 2021 Notice of AGM Explanatory Notes for Item 7 and approved by Shareholders for the purposes of ASX Listing Rule 10.14 at the Company's 2021 AGM), such that, for the period from August 2, 2022 to August 20, 2024 only, when calculating the number and value of Rights to be granted to existing and new Directors of the Company under a Salary Sacrifice Offer, the references to a VWAP over "five trading days ending on" be replaced with a VWAP over

7. Amendments to the Director Salary Sacrifice Offers

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

personal"30 trading days prior to".

8. Amendments to 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 and for all other purposes, the amendments to the Company's Constitution set out in the Explanatory Notes be approved and adopted with immediate effect."

By order of the Board

Jonathan Garland

Company Secretary

June 30, 2022

For

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CATAPULT GROUP INTERNATIONAL LTD

2022 NOTICE OF ANNUAL GENERAL MEETING

	EXPLANATORY NOTES:
only	VOTING, PROXIES AND QUESTIONS
	−
1.	HOW TO VOTE

Shareholders can vote:

•	ahead of the AGM:
	− online: by completing the online voting form at investorcentre.linkmarketservices.com.au; or
	by any of the following means:
	by mail: Catapult Group International Ltd, C/- Link Market Services Limited, Locked Bag A14, Sydney
	South NSW 1235;
	in person: Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 or Level 12, 680
	George Street, Sydney NSW 2000, during business hours Monday to Friday (9:00am - 5:00pm); or
	by facsimile: [phone]; or
•	on the day of the AGM:
use	− by attending the AGM virtually and voting at web.lumiagm.com/362228766;
− by appointing a proxy or attorney to attend the AGM virtually and voting on the Shareholder's behalf (see
personal
note 3 below); or
− in the case of a corporate Shareholder, by appointing a corporate representative to attend virtually and
voting (see note 6 below).

For further information on how to participate in, and vote at, the AGM, please refer to the Virtual Meeting User Guide appended to this Notice of Meeting and available at: catapultsports.com/investor/agm.

2. SHAREHOLDERS ELIGIBLE TO VOTE

The Board has determined that for the purposes of voting at the AGM, Shareholders will be taken to be those persons who are the registered holders of Shares in the Company as at 10.00am (Melbourne time) on Sunday, July 31, 2022.

3. APPOINTING PROXIES AND POWERS OF ATTORNEY

A Shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy or attorney to attend and vote on behalf of that Shareholder. A proxy or attorney need not be a Shareholder and can be either an individual or a body corporate.

Where the Chairman of the AGM is appointed proxy, subject to any applicable voting restrictions, he will vote in accordance with the Shareholder's directions as specified on the Proxy Form or, in the absence of a direction, in favor of the resolutions contained in this Notice of Meeting.

A Shareholder that is entitled to cast two or more votes may appoint no more than two proxies or attorneys. ForShareholders who wish to appoint two proxies must use and return two proxy forms, with the name of the relevant

proxy, and the percentage of votes or number of Shares to be voted by that proxy, being stated on each Proxy Form. An additional proxy form may be obtained by telephoning the Company's Share Registry or Shareholders may copy their original AGM Proxy Form.

If a Shareholder appoints two proxies or attorneys and does not specify the percentage of voting rights that each proxy or attorney may exercise, the rights are deemed to be 50% each. Fractions of votes will be disregarded.

4. VOTING BY PROXIES

Shareholders should consider directing their proxy how to vote on each resolution by marking one of the "For", "Against", or "Abstain" boxes when completing their Proxy Form. In certain circumstances (see note 9 below), a proxy may be prohibited from voting undirected proxies.

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