Technology One : Notice of Annual General Meeting/Proxy Form

2021 Annual General onlyMeeting

usepersonalDear Shareholder,

On behalf of the Board, I am pleased to invite you to the Annual General Meeting of the Shareholders of Technology One Limited.

The meeting will be held at the Brisbane Convention and Exhibition Centre, Merivale St, South Brisbane on Wednesday, 23 February 2022 at 10:30am (AEST).

The Directors look forward to welcoming Shareholders to the Annual General Meeting. Refreshments will be served at the conclusion of the meeting, giving you the opportunity to meet the Directors of the Company.

Shareholders who are not attending the meeting physically will be able to watch a live webcast of the Meeting which will be made available to access via the following link:

Forwww.technologyonecorp.com/company/investors/annual-general-meeting-2022.

As highlighted over recent years, TechnologyOne has continued in its board renewal process with Pat O'Sullivan being appointed a Director and Deputy Chair on 2 March 2021 following the appointment of Peter Ball, Cliff Rosenberg, Sharon Doyle and Dr Jane Andrews at previous AGMs. The TechnologyOne Board now has a clear majority of independent Directors.

In recognition of the ambitious targets achieved, the strong result and for the ongoing success of TechnologyOne, I recommend that the shareholders vote in favour of resolutions 1 to 4 set out overleaf. Undirected proxies will also be voted in favour of resolutions 1 to 4 insofar as the Chair is permitted to vote.

Yours faithfully,

Adrian Di Marco

Executive Chairman

Notice is given that the 2021 Annual General Meeting of Technology One Limited ACN 010 487 180 (Company) will be held at Brisbane Convention and Exhibition Centre, Merivale St, South Brisbane, 4101 on Wednesday 23 February 2022 at 10:30am (AEST)*.

*Please use the Merivale Street entrance to access M1 on the Mezzanine Level.

Agenda

Ordinary business

Financial statements and reports

onlyTo receive and consider the financial statements and reports of the Directors and the auditors for the year ended 30 September 2021.

Resolution 1 - Election of Director - Pat O'Sullivan

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

'That Pat O'Sullivan, who having been appointed a Director on 02 March 2021 in accordance with rule 13.2 of the Company's constitution, be elected as a Director of the Company in accordance

usewith rule 13.2.'

The Directors (with Pat O'Sullivan abstaining) unanimously recommend that shareholders vote FOR this resolution.

Resolution 2 - Re-Election of Director - Richard Anstey

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

'That Richard Anstey, who retires by rotation in accordance with rule personal16.1 of the Company's Constitution, and being eligible, be re-elected in

ccordance with rule 16.2 of the Company's Constitution.'

The Directors (with Richard Anstey abstaining) unanimously recommend that shareholders vote FOR this resolution.

Resolution 3 - Re-Election of Director - Sharon Doyle

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

'That Sharon Doyle, who retires by rotation in accordance with rule 16.1 of the Company's Constitution, and being eligible, be re-elected in accordance with rule 16.2 of the Company's Constitution.'

The Directors (with Sharon Doyle abstaining) unanimously r commend that shareholders vote FOR this resolution.

For

Resolution 4 - Adoption of Remuneration Report

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

'That the Remuneration Report, as contained on pages 83-105 of the Annual Report (in the Directors' Report), be adopted.'

The Directors unanimously recommend that shareholders vote FOR this resolution.

Resolution 5 - Contingent Resolution to Spill the Board

Resolution 5 is only required if 25% or more of votes validly cast are against Resolution 4, Adoption of Remuneration Report. This resolution asks shareholders if they wish to convene an extraordinary general meeting within 90 days of the AGM, at which all directors (excluding the Managing Director) will be required to vacate office and may stand for re-election.

If you do not want a Spill Meeting to take place, you should vote 'against' Resolution 5.

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

'That, subject to and conditional on at least 25% of the votes cast on item 4 being cast against adoption of the Remuneration Report for the year ended 30 September 2021:

1. an extraordinary general meeting of Technology One Limited (the 'Spill Meeting') be held within 90 days of the passing of this resolution;
2. all of the non-executive Directors in office when the Directors' report for the year ended 30 September 2021 was approved and who remain in office at the time of the Spill Meeting, cease to hold

office immediately before the end of the Spill Meeting; and

1. resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting'.

The Directors recommend that shareholders vote AGAINST item 5. The Chair of the meeting intends to vote all proxies AGAINST this resolution.

Dated: 17 January 2022

By Order of the Board

Mr Stephen Kennedy

Company Secretary

Notes

1. A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.
2. The proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
3. If you wish to appoint a proxy and are entitled to do so, complete and return the enclosed proxy form.
4. A corporation may elect to appoint a representative in accordance with the Corporations Act 2001, in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the Company before the meeting.
5. If you have any queries about how to cast your votes, please call the Company Secretary, Stephen Kennedy, on 07 3167 7300 during business hours.

Explanatory memorandum

This explanatory memorandum forms part of the Notice of Meeting and is intended to provide Shareholders of the Company with information to assess the merits of the proposed resolutions.

Resolution 1

Election of Pat O'Sullivan,

Non-Executive Director

only	In accordance with the requirements
of the Constitution, Mr Pat O'Sullivan
	is seeking election as a Director of the
	Company.
	Mr O'Sullivan was appointed to the
	Board on 2 March 2021, and has also
been appointed Deputy Chair. In accordance with rule 13.2 of the
Company's constitution, Mr O'Sullivan is put forward to be elected as
a Director of the Company in accordance with rule 13.2.
use

Listing Rule 14.5 also requires an election of directors to take place at every Annual General Meeting.

personalIn accordance with Listing Rule 14.5 and rule 13.2 of the Company's Constitution, Mr O'Sullivan is eligible and seeks election as a Director

of the Company.

Pat is a Chartered Accountant and has worked across a wide range of industries both as an executive and non-executive director. His last executive role was the Chief Operating Officer and Finance Director of Nine Entertainment Co Pty Limited, a position he held from February 2006 until June 2012 and prior to that he was the Chief Financial Officer of Optus for five years.

He is currently Chair of carsales.com and SiteMinder and Deputy Chair of Calvary Health. He is chair of the Audit and Risk Committee

at Calvary Health and he is also a member of their Remuneration and Nomination Committee. His previous ASX non-executive director roles include iiNet, iSelect, APN Outdoor, iSentia, Marley Spoon and Afterpay.

Pat is a member of The Institute of Chartered Accountants in Ireland and Australia.

He is a graduate of the Harvard Business School's Advanced ForManagement Program.

Mr O'Sullivan is currently Deputy Chair and Lead Independent Director and a member of the Audit & Risk Committee.

The Directors (with Mr O'Sullivan abstaining) recommend that Shareholders vote FOR this Resolution.

The Directors recommend that Shareholders read the explanatory memorandum in full before making any decision in relation to the resolutions.

Resolution 2

Re-Election of Richard Anstey,

Non-Executive Director

In accordance with the requirements of the Constitution, Mr Anstey retires by rotation as a Director and is seeking re-election.

Rule 16.1 of the Company's constitution requires that at each Annual General

Meeting, one third of the Directors (other than a Managing Director) must retire and can stand for re-election (or if their number is not a multiple of three, then the number to retire from office can be either rounded up or down to a whole number based on the discretion of the Chair).

Listing Rule 14.5 also requires an election of directors to take place at every Annual General Meeting.

In accordance with Listing Rule 14.5 and rule 16.1 of the Company's Constitution, Mr Anstey retires by rotation and, being eligible, offers himself for re-election as a Director at this Annual General Meeting.

Mr Anstey's career has spanned over 40 years. His first company, Tangent Group Pty Ltd, established a strong reputation for the development of software products and strategic management consultancy for the banking and finance sector.

With the sale of Tangent, he then co-founded lnQbator/iQFunds in 2000, an early stage investment group focussed upon the technology, telecommunications and life sciences sectors.

Through iQFunds and personally, Mr Anstey has co-invested in more than 30 companies with the support of Commonwealth Government programs, Venture Capital Funds and both corporate and personal investors. While being an active Non-Executive Director of his investments, Mr Anstey has added value wherever appropriate to maximise shareholder value and has also been actively involved in the trade sale of seven companies to organisations in the US, Europe and Australia.

Mr Anstey is a Board member of Queensland University of Technology-Entrepreneurship (a university-wide initiative with global collaborations, turning ideas into reality), a Fellow of the Australian Institute of Company Directors and a Fellow of the Australian Institute of Management. Mr Anstey now continues his career in venture capital and corporate advisory roles as a founder of iQ360 Pty Ltd.

Mr Anstey is currently chair of the Nomination & Governance Committee.

The Directors (with Mr Anstey abstaining) recommend that Shareholders vote FOR this Resolution.

Resolution 3

Re-Electionof Sharon Doyle, Non-ExecutiveDirector

In accordance with the requirements of the Constitution, Ms Doyle retires by

rotation as a Director and is seeking

only re-election.

Rule 16.1 of the Company's constitution requires that at each Annual General

Meeting, one third of the Directors (other than a Managing Director) must retire and can stand for re-election(or if their number is not a multiple of three, then the number to retire from office can be either

r unded up or down to a whole number based on the discretion of the Chair).

Listing Rule 14.5 also requires an election of directors to take place at usevery Annual General Meeting.

In accordance with Listing Rule 14.5 and rule 16.1 of the Company's Constitution, Ms Doyle retires by rotation and, being eligible, offers herself for re-electionas a Director at this Annual General Meeting.

Ms Doyle is the Executive Chair and majority owner of corporate advisory firm, InterFinancial Corporate Finance Limited. She has successfully navigated technology companies through the challenges

of steep global growth curves, with a strong understanding of the personaldynamics in software as a service.

Ms Doyle's leadership of InterFinancial has seen her develop a core practice providing strategic advice for technology and other IP- rich, high-growthcompanies. She also has extensive international experience managing merger, acquisition and private equity processes across the technology industry.

Ms Doyle was previously Vice President at Mincom, one of Australia's most successful enterprise software companies.

Ms Doyle is a Non-ExecutiveDirector at Auto & General. She holds a Bachelor of Laws (Hons) and Bachelor of Information Technology (Dist.) from the Queensland University of Technology, as well as a Graduate Diploma of Business Administration from the University of Queensland. She is a qualified member of the Australian Institute of Company Directors.

Ms Doyle is also a member of the Audit & Risk Committee and Nomination & Governance Committee.

The Directors (with Ms Doyle abstaining) recommend that ForShareholders vote FOR this Resolution.

Resolution 4

Adoption of Remuneration Report

In accordance with Section 250R(2) of the Corporations Act 2001, the Shareholders are to vote on the Remuneration Report which is set out on pages 83-105of the Annual Report.

The Company's remuneration framework continues to drive performance for the Company and shareholders. The framework has been updated during the 2021 financial year following further engagement with independent advisors and shareholders to continue to bring in it into alignment with best practice for an ASX-200company and to further complement the Company's high-performanceculture.

The Remuneration Report:

• Sets out the Board's policies in relation to the nature and level of remuneration paid to Directors and Executives
• Discusses the relationship between the Board's policies and performance
• Provides details of performance conditions for Executives
• Explains the various components of Executive remuneration

This report demonstrates a clear alignment between executive remuneration and shareholder value creation.

As COVID-19 continues the company delivered exceptional results in FY21 as follows:

• SaaS ARR growth of 43%
• Consulting profit growth of 14%,
• The UK achieving profit of $1.6m
• Net Profit After Tax Growth of 15%

In summary:

• Total Executive KMP remuneration, grew by 12% year-on-year. This is below the Company's 19% growth in Net Profit Before Tax (NPBT).
• Total Shareholder Return (TSR) for 3 years to FY21 was 113% vs Exec Rem up 12%
• TSR for FY21 was 45% (vs ASX 300 of 31%)
• Fixed Remuneration for Executive KMP was not increased in FY21.
• Short Term Incentive (STI) outcomes across our Executive KMP was up 18% in line with growth in reported NPBT of 19%. STIs have been consistently calculated on Executive NPBT across FY20 and FY21. Executive NPBT has always been the basis for STI calculation.
• Deferred STI earned and deferred was up 18% in line with growth in reported NPBT of 19%.
• Our Long Term Incentive (LTI) plan resulted in 99% of 'at risk' LTI vesting for our Executive KMP. The Board set challenging LTI targets, which drive superior performance and long-term shareholder wealth creation.
• The board considered whether any discretion on incentive outcomes was warranted during FY21 and concluded that there was no reason to adjust remuneration outcomes as they aligned to shareholder experience and board expectations of performance given market conditions.

It is important to note KMP remuneration in FY20 was calculated on reported NPBT, rather than underlying NPBT, which is the same as FY21. When comparing growth in STI and Total Remuneration to growth of the results, reported NPBT should be used, not underlying NPBT.

Response to First Strike

At the AGM on 22 of February 2021, whilst the majority of votes were cast in favour (61.7%) of the adoption of the 2020 Remuneration Report, there were 38.3% of votes cast against, constituting a 'first strike' under the Corporations Act 2001.

Proxy adviser and shareholder feedback indicated this was as a result of the Board applying discretion to allow for full vesting of a portion of KMP LTI that related to FY20 performance.

Improved readability of the remuneration report based on suggestions from proxy advisors and shareholders

Clarifying that the malus provision (previously disclosed as 'claw back') for the deferred STI and LTI involves the Remuneration Committee considering whether or not the Executive KMP has upheld expectations (e.g, as per our code of conduct) and if there are any irregularities or unintended outcomes that would affect the vesting of an award.

Clarifying that the Retention bonus is actually a STI deferral component. This is a long-termdeferral to ensure alignment with expectations of shareholders and to encourage staff retention. It has been renamed to be Deferred STI and is disclosed separately throughout the report.

Disclosing progress against our mandatory shareholder requirement for Non-ExecutiveDirectors.

The Board exercised discretion for option tranches with a FY20 annual test, given exceptional performance of the KMP during previously unforeseen circumstances, (i.e. the global COVID pandemic). It is important to note the LTI targets were set before COVID, and were both unrealistic and unfair under these circumstances, so the Board exercised discretion to rectify the situation. It should be noted the company delivered exceptional results with record revenue (up 4%), record profit (up 8%) and record SaaS

onlyARR growth (up 32%) in FY20. It should also be noted this was the first time, in 33 years, the Company had ever exercised Board discretion.

There has been no Board discretion exercised in FY21.

In FY21 we have also undertaken a detailed review of our executive remuneration framework, in collaboration with an independent executive remuneration advisor, and engaged with shareholders and proxy advisors to understand and address any ongoing concerns.

Remuneration framework and changes in FY21

useThe review of our remuneration framework and remuneration report disclosures resulted in the following changes for FY21:

•

•

personal•

•

TechnologyOne remains focused on delivering its growth promises and we believe that our current remuneration structure positions us well to continue providing our shareholders with strong returns, both in the short and long-term, as well as ensuring alignment across our Executive KMP. We will continue to have ongoing dialogue with proxy advisors and our shareholders to evolve our framework as well as its

resentation in the remuneration report.

The remuneration report (included in the Company's Annual Report) Foris also available on the Company's website (www.TechnologyOneCorp.

c m) under the Investor Relations section.

Note: Voting Exclusions apply to this resolution as specified later in this Notice of Annual General Meeting and in the Shareholder Voting Form.

The Directors recommend that shareholders vote FOR this resolution as the Company's remuneration framework continues to drive the performance of the Company in the best interest of the shareholders.

Resolution 5

Contingent Resolution to Spill the Board

This Resolution 5 ("Spill Resolution") will only be put to the AGM if at least 25% of the votes cast on Resolution 4 are cast against that resolution. If less than 25% of the votes cast on Resolution 4 are against the resolution, there will be no 'second strike' and the Spill Resolution will not be put to the AGM.

If the Spill Resolution is put to the AGM, it will be considered as an ordinary resolution. If the Spill Resolution is passed then an extraordinary general meeting of shareholders (Spill Meeting) must be held within 90 days in order to consider the composition of the Board.

The following Non-Executive Directors who remain in office at the time of the Spill Meeting will cease to hold office at the end of the Spill Meeting unless they are willing to stand for re-election, and are re-elected, at that meeting:

John Mactaggart	Sharon Doyle
Ron McLean	Clifford Rosenberg
Richard Anstey	Peter Ball
Jane Andrews	Pat O'Sullivan

If Pat O'Sullivan is elected at the AGM, he will need to be re-elected at the Spill Meeting to remain in office.

If Richard Anstey and Sharon Doyle are re-elected at the AGM, they would still need to be re-elected at any Spill Meeting to remain in office.

Considerations before you vote

For the Spill Resolution to be passed, more than 50% of the votes validly cast on the resolution must be in favour of it.

In deciding how to vote on Resolution 5, the Board suggests that shareholders take the following factors into account:

• Loss of Directors' leadership, skills and knowledge - Technology One Limited has benefited from the clear focus and leadership the Board has provided to the business. Each of the relevant non-executive Directors has previously been elected as a Director (apart from Pat O'Sullivan who was appointed as a Director during this year and is standing for election at this AGM) and received strong support from shareholders. There is no assurance that the current Directors would be willing to stand for re-election at the Spill Meeting or, if they are, that they would be re-elected at that meeting. This creates significant risk that the governance of the company would be disrupted and creates a real challenge to engage new Directors with the skills and knowledge expected of members of the Board.
• Disruption to the company - If the Spill Resolution is passed, this will create instability in leadership and potentially negatively impact TechnologyOne's ability to implement its strategies.
  The Board has been integral in developing and overseeing the growth of the Company.
• Shareholders should note that there are no voting exclusions applicable to resolutions appointing Directors at the Spill Meeting. This would mean there is no barrier to any of the KMP who are shareholders of the Company exercising their voting rights on resolutions at the Spill Meeting.

If you do not want a Spill Meeting to take place, you should vote "against" Resolution 5.

If you want a Spill Meeting to take place, you should vote "for" Resolution 5.

The Directors recommend that shareholders vote AGAINST Resolution

5. The Chair of the meeting intends to vote all available proxies AGAINST this resolution.