Ann: Notice of Extraordinary General Meeting/Proxy Form, page-2

Pros

· Save costs more likely $85k:

o $35k in ASX listing fee costs – Refer ASX website as to annual cost

o Est $50k in lower D&O insurance as a private company

o Not sure how $730k in savings would be calculated as:

• will still have shareholder base – so share registry still required
• will still raise capital – so legals still required
• will still have reporting obligations – so finance team still required
• will still paying arranging fees for capital raises, as an alternative to ASX fees

Cons

1. Lose access to $4m in One Ventures facility
2. Requirement to raise $10m within 2 years of delisting else diluted further
3. Shareholders diluted further by OneVentures if capital not raised – Board state that in Notice.

An alternative:

1. 1. Withdraw delisting alternative - Save the costs of the EGM.

2. 2. The Board respond to shareholders dissatisfaction with Remuneration Report. There has been nothing from the Board since Nov 2021 on this front. Board consider:

o Reset Karl and Peter’s salaries to more market based salaries.

o Say, $500k each. Saves $900k SAVINGS MORE THAN SUGGESTED THROUGH DELISTING

Studies show share price overhang of 30% to 50% due to first strike notices. I'd suggest LVT suffering that fate.

3. 3. All shareholders have the opportunity to vote in Nov 2022 as to whether retain current Board or not. Proceed with second strike, vote no to rem report unless changes made.

4. 4. Karl and Peter repay outstanding loans of $1.2m immediately.

o Maybe use the $1.2m to underwrite a buy-back of shares – if Board view that share price undervalued.

5. 5. Reduce Board to three non-executive directors – saves $200k.

6. 6. Livetiles draw on $4m OneVentures facility immediately.

7. 7. Management stop wasting time on acquisitions and focus on organic growth of the new strategy, rather than buying up other businesses. Share price rises…all shareholders rewarded.

Vote NO. Deliver on strategy.