ICS Global : Notice of General Meeting

ICSGLOBAL LIMITED

For personal use only

ACN 073 695 584

NOTICE OF ANNUAL GENERAL MEETING

TIME:	10.00am (AEDT)
DATE:	Thursday, 16 December 2021
PLACE:	Hall Chadwick
	Level 40
	2 Park Street
	Sydney NSW 2000

This Notice should be read carefully 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.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary, Greg Quirk, on 0419 263 514.

For personal use only

CONTENTS

Letter from Chairman	Page 4
Notice of Annual General Meeting	Page 5
Explanatory Memorandum	Page 7
Glossary	Page 11

TIME AND PLACE OF ANNUAL GENERAL MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of the Company will be held at 10:00am (AEDT) onThursday,16 December 2021 at:

Hall Chadwick Level 40

2 Park Street Sydney NSW 2000

The health and safety of our shareholders and the wider community is paramount, so the following COVID-safe processes will apply:

• Social distancing measures will be implemented in accordance with NSW Government guidelines.
• All attendees must complete the visitor declaration with contact details
• All attendees must provide documentation confirming that they are fully vaccinated against the Covid-19 virus.
• Face masks are mandatory for those attending
• Hand sanitiser will be available in the room
• The rooms will be cleaned prior to and after the meeting

If you would like to attend the Meeting in person, please register in advance by emailing [e-mail] by no later than 24 hours prior to the Meeting (by 10:00 am AEDT on 15 December 2021) so that we are able to manage numbers appropriately and have a way of contacting you should Meeting processes need to change.

For Shareholders who are unable or do not wish to attend the Meeting physically, we encourage you to submit your vote by returning the proxy form enclosed. Instructions for completing and returning the proxy form are set out below and on the form itself. In addition, we will be streaming the meeting via an online facility for those who wish to observe the proceedings remotely. Shareholders may register to observe the Meeting by emailing [e-mail] by no later than 24 hours prior to the Meeting (by 10:00 am AEDT on 15 December 2021). Instructions on how to observe the Meeting online will be provided to all Shareholders who register. Please note that Shareholders who observe the Meeting online will not be able to participate, ask questions or vote via that facility.

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YOUR VOTE IS IMPORTANT

The business of the Meeting affects your Shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please either:

1. lodge your Proxy Form online by following the directions provided on the Proxy Form;
2. post the Proxy Form to: Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001;
3. hand deliver the Proxy Form to: Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000; or
4. send the Proxy Form by facsimile to Boardroom Pty Limited on facsimile number [phone].

Proxy Forms must be received no later than 10.00am (AEDT) Tuesday, 14 December 2021.

Proxy Forms received later than this time will be invalid.

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Chairman's Letter

15th November 2021

Dear Shareholder,

Enclosed is your Notice of Meeting for the 2021 Annual General Meeting of ICSGlobal Limited (ICS). The Meeting will be held at 10.00am (AEDT) on Thursday, 16 December 2021 at Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000.

Business to be conducted at the meeting

The Meeting will cover the ordinary business transacted annually. The three items on the agenda which we are asking Shareholders to consider are as follows:

• the financial and statutory reports for 2021;
• the remuneration report for 2021; and
• the re-election of Mr Kevin Barry

The FY 2021 consolidated after tax profit was $17,079,207.

The profit for the year included the gain on sale of Thelma-EU Limited (MBC business in the UK) of $17,249,699.

As a result of the sale, ICS received $21,223,921 in cash

At an Extraordinary General Meeting on 7 July 2021, Shareholders approved a return of capital of $1.56 per share ($16,542,270 in total). In addition, the company declared a special unfranked dividend of $0.19 per share ($2,014,764 in total) and an unfranked interim dividend of $0.04 per share ($424,161 total).

All of these payments, together totalling $18,981,195 were paid to Shareholders on 20 July 2021.

As at 31st October 2021 ICS held cash of approximately $3.7million.

As communicated to Shareholders, currently the Board is investigating a number of new opportunities for ICS and will put any compelling proposal that the Board considers to be in ICS Shareholders' best interests to Shareholders for their consideration at a future Extraordinary General Meeting.

Your Directors believe that the proposals set out in this Notice of Meeting, as described in more detail in the Explanatory Memorandum, are in the best interests of ICS and its Shareholders.

We look forward to having the opportunity to discuss the above with you further at the Meeting.

Yours sincerely,

Kevin Barry

Chairman

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For personal use only

Notice of Meeting

ICSGlobal Annual General Meeting 2021

Notice is given that the Annual General Meeting of shareholders of ICSGlobal Limited (Company) will be held at Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000 on Thursday, 16 December 2021 at 10.00am AEDT (Meeting).

Copies of the Company's 2021 Annual Report

Copies of the Company's 2021 Annual Report are available in the investor relations section of the Company's website www.icsglobal.com.au. If you did not receive a hard copy of the Annual Report and would like to receive one, please contact the Company Secretary, Gregory Quirk, on 0419 263 514.

Business of the Meeting

Item 1: Financial, Directors' and Auditor's Reports

To receive and consider the Financial Report and the Directors' Report for the year ended 30 June 2021 and the Auditor's Report on the Financial Report.

Item 2: Remuneration Report

Resolution 1: To consider, and if thought fit, to pass the following as a non-binding resolution:

'To adopt the Company's annual Remuneration Report, presented in the Directors' Report for the year ended 30 June 2021'

Note to Shareholders: The vote on this item is advisory only and does not bind the Directors of the Company.

Item 3: Re-election of Mr Kevin Barry as Director

Resolution 2: To consider, and if thought fit, to pass the following Resolution as an ordinary resolution:

'That Mr Kevin Barry, a Director retiring from office in accordance with Article 58 of the Constitution, being eligible, is re-elected as a Director of the Company'

Voting Exclusion Statement

Resolution 1

The Company will disregard any votes cast on Resolution 1 by or on behalf of:

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