Announcement PDF Spenda Limited ABN 67 099 084 143 Notice of 2026 Annual General Meeting Notice is hereby given that the 2026 Annual General Meeting of Spenda Limited ACN 099 084 143 will be held at Ground Floor, 365 Little Collins Street, Melbourne, VIC, 3000 on 26 November 2026 at 2:00pm AEDT. The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting. This Notice is given based on circumstances as at 21 October 2026. Should circumstances change, the Company will make an announcement on the ASX market announcements platform (ASX code: SPX) and on the Company’s website at https://investors.spenda.co. Shareholders are urged to monitor the ASX announcements platform and the Company’s website for any updates. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 5:00PM AEDT on 24 November 2026. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Voting The business of the Annual General Meeting affects your Shareholding and your vote is important. Voting in person To vote in person, attend the Annual General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: 2 Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form. By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received no later than 2:00pm (AEDT) on 24 November 2026, being at least 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the Proxy Form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the Proxy Form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry. Agenda for the Meeting Financial statements and reports The Meeting will consider the financial statements and reports of the Company including the income statement, balance sheet, statement of changes in equity, cash flow statement, the notes to the financial statements, the Directors’ declaration and the reports of the Directors and Auditors for the financial year ended 30 June 2026. While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports. A representative of the Company’s auditor, William Buck Audit (Vic) Pty Ltd, will be present at the Meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies, and the independence of the auditor. 3 The Company’s 2026 Annual Report can be viewed online on the ASX announcements platform www.asx.com.au (ASX code: SPX) and the Company’s website https://investors.spenda.co. Resolutions Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as a Non-Binding Resolution: “That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2026.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Resolution 2 – Re-election of Peter Richards as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Peter Richards, a Director who retires by rotation in accordance with the Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director, is so re-elected effective immediately.” Resolution 3 – Election of Niv Dagan as a Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Niv Dagan, a Director appointed by the Board to fill a casual vacancy, retires in accordance with the Constitution and ASX Listing Rule 14.4, and being eligible offers himself for election as a Director, is so elected effective immediately.” Resolution 4 – Election of Bill Pavlovski as a Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, Blagojce (Bill) Pavlovski, a Director appointed by the Board to fill a casual vacancy, retires in accordance with the Constitution and ASX Listing Rule 14.4, and being eligible offers himself for election as a Director, is so elected effective immediately.” Resolution 5 – Adoption of Employee Share Scheme To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled ‘Employee Securities Incentive Plan’ and for the issue of securities under the Incentive Plan, on the terms and conditions set out in the Explanatory Statement.” Resolution 6 – Approval to issue lead manager shares and options to related party To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the proposed allotment and issue of up to 51,003,375 fully paid ordinary shares and up to 51,003,375 listed options in the Company to a related party (and/or its nominee(s)), on the terms and conditions as set out in the Explanatory Statement.” 4 A voting exclusion statement as set out below in this Notice applies to this Resolution. Resolution 7 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass the following resolution as a Special Resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Prohibitions and Exclusions Resolution 1 Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter. However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the Chair to vote “against”, or to abstain from voting on, this Resolution. Resolution 5 Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: a) a person who is eligible to participate in the Incentive Plan; or b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: 5 • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is a Restricted Voter; and (b) the appointment does not specify the way the proxy is to vote on the Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment 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. Resolution 6 Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: a) Peak Asset Management Pty Ltd ACN 689 835 201 (and/or its nominee(s)) and Mr Niv Dagan, being the persons who are to receive the securities the subject of this Resolution, and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and 6 • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 7 Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Determination of voting entitlement For the purpose of determining a person’s entitlement to vote at the Meeting, a person will be recognised as a shareholder and the holder of Shares if that person is registered as a holder of those Shares at 5:00pm AEDT on 24 November 2026. Votes Voting on each resolution will be by way of a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. On a poll, every member present in person or by attorney or by proxy or, in the case of a body corporate, by a representative, shall have one vote for each share held by him, her or it. 7 Proxies A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Shareholder. To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company, by mail at Automic GPO Box 5193, Sydney NSW 2001, in person Level 5, 126 Phillip Street Sydney NSW 2000, by email at meetings@automicgroup.com.au or online at https://investor.automic.com.au/#/loginsah by 48 hours prior to commencement of the Meeting. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on the Resolutions by marking either “For”, “Against” or “Abstain” on the form of proxy for that item of business. Subject to the voting restrictions set out in the Voting Exclusion Statements, the Chairperson will vote undirected proxies on, and in favour of Resolutions 1 to 7. If the proxy is the Chairman, the Chairman can also vote undirected proxies on Resolutions 1, 5, and 6 provided that proxy form expressly authorises the Chairman to vote on Resolutions 1, 5 and 6 even though Resolutions 1, 5 and 6 are connected with the remuneration of key management personnel (KMP). A form of proxy accompanies this Notice. Questions and Comments by Shareholders A reasonable opportunity will be given to Shareholders to ask questions and/or make comments on the management of the Company at the Meeting. A reasonable opportunity will be given for Shareholders to ask questions of the Company’s external auditor, William Buck. These questions should be relevant to: (a) the conduct of the audit; (b) the preparation and contents of the audit report; (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and 8 (d) the independence of the auditor in relation to the conduct of the audit. Shareholders may also submit a written question to William Buck if the question is relevant to the content of the audit report or the conduct of its audit of the Company’s financial report for the year ended 30 June 2026. Relevant written questions for the auditor must be received by the Company no later than 2:00pm AEDT on 19 November 2026 at investors@spenda.co. A representative of William Buck will provide answers to the questions at the Meeting. If you have any questions in regard to this Notice, please contact the Company at investors@spenda.co. Justyn Stedwell Company Secretary By order of the Board of Directors 9 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 2:00 pm (AEDT) on Thursday, 26 November 2026 at Ground Floor, 365 Little Collins Street, Melbourne, VIC, 3000 (2026 AGM or Meeting). The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the Annual General Meeting are set out below. Agenda Ordinary business Financial statements and reports In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report. In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. Whilst the Company will not provide a hard copy of the Annual Financial Report unless specifically requested to do so, Shareholders may view the Annual Financial Report on its website at https://investors.spenda.co and the ASX website www.asx.com.au ASX code: SPX. No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company. The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the: • Conduct of the audit; • Preparation and content of the Auditor’s Report; • Accounting policies adopted by the Company in relation to the preparation of the financial statements; and • Independence of the auditor in relation to the conduct of the audit. 10 Written questions of the auditor If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report to the Company’s auditor, please send your question to the Company at investors@spenda.co. A list of qualifying questions will be made available at the Meeting. Please note that all written questions must be received at least five business days before the Meeting, being by 19 November 2026. Resolutions 1. Resolution 1– Adoption of Remuneration Report 1.1. Background In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Annual Financial Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://investors.spenda.co and the ASX website www.asx.com.au (ASX code: SPX). However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2027 Annual General Meeting (2027 AGM), the Company will be required to put to the vote a resolution (Spill Resolution) at the 2027 AGM to approve the calling of a further meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2027 AGM. All of the Directors who were in office when the 2027 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting. The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to the KMP (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation. 1.2. Voting Note that a voting prohibition applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1. Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution. 11 1.3. Directors’ Recommendation The Board is not making a recommendation for this Resolution. Where permitted, the Chair intends to vote all undirected proxies in favour of this Resolution. 2. Resolution 2 – Re-election of Peter Richards as Director 2.1. Background In accordance with the Constitution and ASX Listing Rules, Peter Richards, a Director retires and offers himself for re-election as a Director. The Company’s Constitution requires that there must be an election of directors at each annual general meeting of the Company. The retiring Directors must not be a Managing Director. The Directors to retire at the annual general meeting are those who have been in office the longest since their last election. Mr Richards will retire by rotation at this Meeting. ASX Listing Rule 14.4 provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer (excluding the Managing Director). ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each annual general meeting. Peter Richards was appointed a Director of the Company on 13 December 2017 and was last re-elected as a Director at the Company’s 2023 Annual General Meeting. Under this Resolution, Mr Peter Richards has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM. Peter is an experienced independent director with over 40 years of international business experience with global companies including British Petroleum, Wesfarmers Limited, Dyno Nobel Limited and Norfolk Holdings Limited, and was formerly Chief Executive Officer of Dyno Nobel Limited. He is currently Chairman of GrainCorp Limited (ASX: GNC) and Chairman of Symal Group Limited (ASX: SYL), and was formerly a director of Emeco Holdings Limited (ASX: EHL). Peter holds a Bachelor of Commerce from the University of Western Australia and is a member of the Company’s Remuneration Committee. 2.2. Directors’ recommendation The Directors (Peter Richards abstaining) recommend that Shareholders vote in favour of this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution. 3. Resolution 3 – Election of Niv Dagan as a Director 3.1. Background In accordance with the Constitution, Niv Dagan, a Director appointed by the Board on 6 July 2026 to fill a casual vacancy, retires and offers himself for election as a Director. 12 ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity. Under this Resolution, for the purposes of clause 10.6 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Niv Dagan (a Director appointed by the Board during the year to fill a casual vacancy) retires, and being eligible, seeks election as a Director at this AGM. Niv was appointed Non-Executive Chair of the Company in July 2026. He has over 15 years’ experience in the capital and asset management markets and is the founder and executive director of Peak Asset Management. He previously led HC Securities and worked at Macquarie Bank. Niv is currently a director of Noviq Tech Ltd (ASX: NVQ) and Terra Critical Minerals Limited (ASX: T92), and holds a Bachelor of Commerce from the University of Melbourne. 3.2. Directors’ recommendation The Directors (Niv Dagan abstaining) recommend that Shareholders vote in favour of this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution. 4. Resolution 4 – Election of Bill Pavlovski as a Director 4.1. Background In accordance with the Constitution, Blagojce (Bill) Pavlovski, a Director appointed by the Board on 19 June 2026 to fill a casual vacancy, retires and offers himself for election as a Director. ASX Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity. Under this Resolution, for the purposes of clause 10.6 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Bill Pavlovski (a Director appointed by the Board during the year to fill a casual vacancy) retires, and being eligible, seeks election as a Director at this AGM. Bill is an experienced company director and capital markets professional with over 15 years of experience across banking, stockbroking and funds management, and was appointed as an Independent Non-Executive Director of the Company in June 2026. He worked for a number of years at ANZ Banking Group, where he held roles in Equity Capital Markets and Commodities and Currency Options, and subsequently as an Investment Advisor and Fund Manager, advising high net worth clients and assisting both listed and unlisted entities with capital raisings. Bill is currently a director of Go DX Corporation (Aust) Limited (NSX: GD8) and was formerly a Non-Executive Director of MC Mining Limited (ASX: MCM), an ASX and JSE dual- listed resources company, where he served on the Audit and Risk Committee and the Safety, Health, Environment & Technical Committee. He holds a Bachelor of Business (Applied Economics/International Trade) from Victoria University and is RG146 compliant. 13 4.2. Directors’ recommendation The Directors (Bill Pavlovski abstaining) recommend that Shareholders vote in favour of this Resolution. The Chair intends to vote all undirected proxies in favour of this Resolution. 5. Resolution 5 – Adoption of Employee Share Scheme The Company seeks Shareholder approval to adopt an employee incentive scheme titled ‘Employee Securities Incentive Plan’ (Incentive Plan or Plan) for the purposes set out in this Explanatory Statement, so that securities may be issued under the Incentive Plan as an exception to ASX Listing Rule 7.1. The Incentive Plan is intended to assist the Company to attract and retain key staff, whether employees or contractors. The Board believes that grants made to eligible participants under the Incentive Plan will provide a powerful tool to underpin the Company’s employment and engagement strategy, and that the Incentive Plan will: (a) enable the Company to incentivise and retain existing key management personnel and other eligible employees and contractors needed to achieve the Company’s business objectives; (b) enable the Company to recruit, incentivise and retain additional key management personnel, and other eligible employees and contractors, needed to achieve the Company’s business objectives; (c) link the reward of key staff with the achievement of strategic goals and the long-term performance of the Company; (d) align the financial interests of participants in the Incentive Plan with those of Shareholders; and (e) provide incentives to participants under the Incentive Plan to focus on superior performance that creates Shareholder value. A summary of the key terms of the Incentive Plan is set out in Annexure A to this Notice, and a copy of the rules of the Incentive Plan is available upon request from the Company. 5.1. ASX Listing Rules Under ASX Listing Rule 7.1, and subject to a number of exceptions, the Company may issue Equity Securities of up to 15% of its issued share capital over a 12 month period without Shareholder approval. ASX Listing Rule 7.2 (Exception 13(b)) provides that ASX Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the Company’s ordinary securities have approved the issue of equity securities under the scheme as an exception to ASX Listing Rule 7.1. Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum amount set out in the Company’s notice of meeting dispatched to Shareholders in respect of the meeting at which Shareholder approval wa