TIME CRITICAL - EGM 3 MARCH 2026

Explanatory Memorandum

In1 Bank Limited ACN 627 541 011

Extraordinary General Meeting - 3 March 2026 at 12:00pm (noon) AEST

Shareholder-Requisitioned Meeting under Section 249F of the Corporations Act 2001 (Cth)

Critical Timeline

APRA may direct the handback of In1 Bank's banking licence as early as 4 March 2026 - the day after this meeting. The resolutions before you represent the final opportunity to accept investment offers that could save the company and preserve shareholder value.

Without capital injection, the likely outcome is liquidation, with shareholders receiving potentially nothing or minimal recovery. Two credible investment offers totalling over $32 million are available but require shareholder direction to the Board.

Important Warning: Board's Competing Capital Raise at $12/share

Shareholders should be aware that the Board has separately been seeking to raise capital at $12.00 per share - a 33% discount to the SME Bank proposal price of $17.9386/share.

Board's SSA Terms

Price: $12.00/share
Escrow Date: 2026-03-02 (day BEFORE EGM)
Target Completion: 2026-03-18
Up to $40M total raise

SME Bank Terms

Price: $17.9386/share
EGM Vote: 2026-03-03
Long Stop: 2026-05-31
$37M+ cash plus $15M technology

Dilution Impact

At $12/share, investors receive 49% more shares per dollar than at $17.9386/share. This means existing shareholders would be significantly more diluted under the Board's terms. The Board demanding escrow on 2 March (the day before the EGM) raises serious questions about timing.

Shareholder Protection: Most Favored Nation

If shareholders approve Resolution 2(a), the SME Bank investors may seek price protection. If the Board issues ANY shares below $17.9386, it would be appropriate for the SME Bank investors to receive the benefit of that lower price - or anti-dilution adjustments. This protects all investors who support the SME Bank proposal from being disadvantaged by the Board's competing raise.

What is a Section 249F Meeting?

This is not This is not a meeting called by the Board. It is a meeting requisitioned by shareholders holding at least 5% of the voting shares, exercising their statutory right under Section 249F of the Corporations Act.

When shareholders requisition a meeting, the Board is legally obligated to convene it. The resolutions at this meeting represent the will of concerned shareholders who believe the Board's current direction (towards liquidation) is not in the best interests of all shareholders.

Why was this meeting called?

The Board has not accepted credible investment offers that could save the company
There are concerns about governance, share registry accuracy, and board composition
Shareholders believe they have a right to direct the Board on matters of company survival
Time is running out before APRA may revoke the banking licence

Overview of Resolutions

Six resolutions are before shareholders for consideration

Appointment of Independent Chair

Astrid Raetze as chair pro tempore

Accept SME Bank Project Investment

$20M+ capital injection

Accept Mynted Investment

$12M+ capital injection

Independent Share Register Audit

Forensic examination since inception

Governance Reforms

Board composition and oversight

Preservation of Meeting Recordings

Preserve and share prior EGM/AGM recordings

Resolution 1Ordinary Resolution

Appointment of Independent Chair for this Meeting

The Resolution (Verbatim)

"REQUIRE that Astrid Raetze be appointed as independent chair of this meeting and as independent chair pro tempore of the Board until the next annual general meeting."

What This Means

This resolution seeks to appoint Astrid Raetze as the independent chair of the EGM itself, and also as independent chair of the Board on a temporary basis (pro tempore) until the next AGM. This is a governance measure to ensure impartial chairing of this critical meeting.

Why This Resolution Has Been Proposed

Given this is a shareholder-requisitioned meeting under s249F of the Corporations Act, the requisitioning shareholders have concerns about the current Board's ability to chair this meeting impartially. Key reasons include:

The current Board has not been supportive of the investment offers being put to shareholders
Independent chairing ensures procedural fairness and proper conduct of voting
A pro tempore board chair can help facilitate implementation of resolutions if passed
Demonstrates commitment to proper governance during a critical transition period

If You Vote FOR

You are voting to appoint Astrid Raetze as independent chair of this meeting and as independent chair pro tempore of the Board until the next AGM. This ensures impartial meeting conduct and governance oversight.

If You Vote AGAINST

You are voting to retain the current arrangements for chairing the meeting and board leadership, indicating confidence in the existing Board's impartiality.

Legal Note

This is an ordinary resolution requiring a simple majority (more than 50%) of votes cast. The appointment is "pro tempore" (for the time being) meaning it is temporary until the next AGM.

Resolution 2(a)Ordinary Resolution

Acceptance of SME Bank Project Investment

Capital injection of not less than $20 million plus technology transfer

The Resolution (Verbatim)

"REQUIRE the Board to do all things necessary (including all requisite regulatory contact) to immediately accept the SME Bank Project investment offer comprising: (a) not less than $20 million AUD new cash injection; (b) technology transfer and integration; and (c) appointment of a CEO / MD and three independent nominees to the Board."

What This Investment Offers

Cash Investment

$20M - $40M+

Initial $20M at completion, with $20M reserved tranche (MM investor)

Technology Transfer Value

$15M

Digital Library and financecloud platform IP

Issue Price Per Share

$17.9386

Same price for ALL investors - new and existing

Post-Investment NTA

$52M - $72M

Meets APRA CET1 capital requirements

The SME Bank Consortium

Note: The term "consortium" is used loosely to describe a group of like-minded but not in any way interrelated parties, except where indicated, who wish to invest together. There is only ONE in1bank - post-investment, it is all ONE entity.

SME CreditLine Pty Ltd$15M IP Transfer

Platform contribution - Digital Library and financecloud IP (836,186 shares)

MM - Private Capital / ASX-Listed Entity$20M Reserved

Consortium member - reserved tranche with cash escrowed at completion, shares issued on APRA s66 clearance (within 90 days)

Investor 1 - Family Office$10M Cash

Consortium member - new cash investor at $17.9386/share (557,457 shares)

Investor 2 - Family Office$10M Cash

Consortium member - new cash investor at $17.9386/share (557,457 shares)

Additional Investors Minded to Invest at Same Time and on Same Terms

These investors are NOT part of the SME Bank Consortium but are aware of the SME Bank deal and are minded to join together with it. It would be totally impermissible to invest on other terms - all investors pay the same $17.9386/share.

JW#1 - Technology & Trading Company$10M Cash

New cash investor at $17.9386/share (557,457 shares)

JW#2 - Australian Family Office$10M Cash

New cash investor at $17.9386/share (557,457 shares)

Potential Investor #1$10M Cash (Potential)

Expressed interest at $17.9386/share (557,457 shares) - subject to APRA non-objection

Potential Investor #2$10M Cash (Potential)

Expressed interest at $17.9386/share (557,457 shares) - subject to APRA non-objection

Shareholder Notice Regarding APRA and Board Confidence

Acceptance of the SME Bank proposed investment INCLUDES all the above investors who are aware of the deal and minded to join together with it. If this resolution passes, the Board is directed to accept ALL of these investors to the extent possible, subject to APRA non-objection.

The shareholders hereby notify the Board that they have NO CONFIDENCE in the Board's "conversations" with APRA to date. Shareholders would not accept anything less than actually putting the investors to APRA and seeking formal non-objection. The Board's word "oh yeah we tried that" is nowhere near good enough.

Shareholders reserve all of their rights and may submit all documentation directly to APRA due to the lack of confidence in the Board to do so. We are trying to save the bank. We know not everyone wants that.

What You Are Voting On: The Proposal

By voting YES on this resolution, shareholders are directing the Board to accept the SME Bank Project proposal - not just the lead consortium, but the entire package of aligned investors. This vote protects shareholders from:

Board attempts to selectively accept or reject components of the proposal
Board refusal to engage with APRA on behalf of these investors
Board favouring competing capital raises at inferior terms for existing shareholders
Any attempt to frustrate the intent of shareholders as expressed by this vote

If the Board issues shares to OTHER parties at a price below $17.9386 (such as the $12/share SSA), the SME Bank investors and aligned investors should receive equivalent treatment - either through price adjustment or anti-dilution protection. The shareholders direct the Board to ensure all investors in this round receive fair and equal treatment.

Share Register Correction and the $17.9386 Price

Why $17.9386/share? Addressing Historical Share Register Issues

The Term Sheet price of $17.9386 per share is specifically designed to address a historical share register issue. Records indicate that one shareholder (Felix Lee) may have acquired shares at prices as low as $0.09 and $4.60 per share - while other shareholders paid $300-$475 per share. This creates a complex Corporations Act and corporate governance issue that must be resolved.

The Share Register Correction Mechanism

The Term Sheet requires cancellation of approximately 580,822 excess shares issued to one shareholder BEFORE any new subscription occurs. This corrects the register from 1,135,188 shares to a "topped up" corrected position of 557,457 shares at an appropriate value. The $17.9386 price reflects the NTA-based fair value that ALL shareholders - existing and new - should pay or be credited at.

Importantly: This correction does NOT preclude the deal from going to APRA. APRA's fundamental concern is that more capital is injected to save the bank. The share register correction is a governance and Corporations Act matter that can be resolved in parallel with, or consequent to, the capital injection.

No Negative Prudential Impact

Shareholders should note: NONE of the resolutions at this EGM can have any negative impact on the CET1 capital ratio or balance sheet position of the bank. APRA can be assured this has no prudential impact whatsoever, nor would it cause issues for depositors in any way. These resolutions address Corporations Act compliance and corporate governance shortcomings - not prudential matters.

If You Vote FOR

You are voting to direct the Board to immediately accept the SME Bank Project investment offer, engage with APRA, and take all necessary steps to complete the transaction. This represents the path to saving the company.

If You Vote AGAINST

You are voting against directing the Board to accept this investment offer. Be aware that without capital injection, liquidation is the likely outcome.

Legal Note

This is an ordinary resolution requiring a simple majority (more than 50%) of votes cast. The Board is legally bound to comply with validly passed shareholder resolutions.

Resolution 2(b)Special Resolution (75%)

Acceptance of Proposed Mynted Merger

Capital injection of not less than $12 million AUD

The Resolution (Verbatim)

"REQUIRE the Board to do all things necessary (including all requisite regulatory contact) to accept the proposed Mynted merger, including not less than $12 million AUD new cash."

Special Resolution - 75% Majority Required

This is a SPECIAL RESOLUTION, meaning it requires at least 75% of votes cast to pass (not just a simple majority). This higher threshold reflects the significance of a merger transaction.

What This Means

This resolution directs the Board to accept a proposed merger with Mynted, including not less than $12 million AUD in new cash. A merger (as distinct from an investment) may involve different structural arrangements and is treated as a more significant corporate action, hence the special resolution requirement.

Why This Resolution Has Been Proposed

Provides an alternative recapitalisation path if Resolution 2(a) does not proceed
Mynted has expressed genuine interest in merging with In1 Bank
The $12M+ capital injection could help meet APRA requirements
Having multiple options strengthens the shareholders' negotiating position

If You Vote FOR

You are voting to direct the Board to pursue the Mynted merger as an alternative recapitalisation path. Both 2(a) and 2(b) can pass - giving flexibility.

If You Vote AGAINST

You are voting against the Mynted merger option. If you support the SME Bank proposal (Resolution 2a), you may still vote against this.

Legal Note

This is a SPECIAL RESOLUTION requiring 75% majority of votes cast. As a merger, it requires the higher threshold under the Corporations Act.

Resolution 3Ordinary Resolution

Independent Expert to Examine Share Register

Forensic examination of share register since company inception

The Resolution (Verbatim)

"REQUIRE the Board to do all things necessary to appoint an independent expert to: (a) examine the share register; (b) determine if the proper process since inception / incorporation of the (now) in1bank Limited entity for share issuance and / or transfer was carried out in accordance with the Constitution and sound Governance; and (c) advise the final number of shares that should be allocated to all entitled parties."

What This Means

This resolution directs the Board to appoint an independent expert (such as a forensic accountant or specialist corporate governance firm) to conduct a thorough examination of the share register from the company's inception to present day.

Why This Resolution Has Been Proposed

Shareholders have raised serious concerns about the integrity of the share register, including significant pricing disparities and late ASIC filings.

Known Concerns

Pricing Disparity: Some shareholders paid $300-$475 per share; others allegedly received shares at prices as low as $0.09 or $4.60 per share - a difference of over 5,000%
Late ASIC Filings: Substantial shareholding changes filed almost 4 months late, and only after external parties raised the discrepancy
Register Accuracy: The Term Sheet for Resolution 2(a) identifies approximately 580,822 "excess" shares that may need to be cancelled
Governance Failure: The Board appears to have failed to maintain an accurate share register as required by law

Redress Mechanism for All Shareholders

The independent expert appointed under this resolution should not only identify problems but also recommend mechanisms to redress all shareholders (including any new investors in this round) to ensure their ownership percentage is no less than what is fair and right.

Cancellation of shares that were issued without proper authority or consideration
Adjustment of share allocations to reflect fair value contributions
Recommendations for restitution where shareholders were disadvantaged
Proposed mechanisms to ensure all investors pay or are credited at equivalent values

No Prudential Impact - APRA Assurance

This resolution addresses Corporations Act compliance and corporate governance matters only. It has NO negative impact on the bank's CET1 capital ratio or balance sheet. It does not affect depositors in any way. The share register correction is entirely separate from the bank's prudential position - it resolves a governance shortcoming, not a capital deficiency. This should NOT preclude the investment proposal from proceeding to APRA.

If You Vote FOR

You are voting to require an independent forensic examination of the share register to identify any irregularities and recommend redress mechanisms for affected shareholders.

If You Vote AGAINST

You are voting against an independent examination, leaving any share register issues unexamined.

Legal Note

This is an ordinary resolution requiring a simple majority. The expert's findings will be advisory but will provide the factual basis for any necessary corrective action.

Resolution 4Ordinary Resolution

Implementation of Governance Reforms

Per Schedule A attached to the Notice of Meeting

The Resolution (Verbatim)

"REQUIRE the Board to do all things necessary to implement no less than the governance reforms outlined in the attached Schedule A."

Refer to Schedule A

The specific governance reforms are detailed in Schedule A attached to the Notice of Meeting. Shareholders should review Schedule A carefully to understand the full scope of reforms proposed.

What This Means

This resolution requires the Board to implement specific governance reforms as detailed in Schedule A of the Notice of Meeting. These reforms are designed to improve board oversight, transparency, and accountability.

Why This Resolution Has Been Proposed

Recent events have highlighted governance failures that shareholders believe must be addressed:

Late ASIC filings and share register inaccuracies
Lack of transparency with shareholders about investment opportunities
Concerns about board independence and conflicts of interest
Need for improved shareholder communication and reporting

If You Vote FOR

You are voting to require the Board to implement the governance reforms in Schedule A, strengthening oversight and accountability.

If You Vote AGAINST

You are voting against mandatory governance reforms, leaving current governance arrangements unchanged.

Legal Note

This is an ordinary resolution. The specific reforms are detailed in Schedule A - please review that document carefully before voting.

Resolution 5Ordinary Resolution

Preservation of Prior General Meeting Video Recordings

Preserve and share all prior EGM/AGM recordings with shareholders

The Resolution (Verbatim)

"REQUIRE the Board to do all things necessary to preserve all General Meeting recordings and, with appropriate mutual consent if forthcoming, share these with shareholders."

What This Means

This resolution requires the Board to preserve video recordings of all prior General Meetings (AGMs and EGMs) and, where consent can be obtained from participants, to share these recordings with shareholders. This promotes transparency and creates an historical record of corporate governance.

Why This Resolution Has Been Proposed

To ensure an accurate historical record of Board representations and commitments to shareholders
To enable shareholders who may not have attended prior meetings to understand the history of discussions
To promote accountability - ensuring statements made at general meetings are preserved
To provide evidence that may be relevant to the share register audit (Resolution 3) or governance concerns

Consent Requirement

The resolution acknowledges that sharing recordings requires "appropriate mutual consent" from participants. The Board must make best efforts to obtain such consent, but the primary obligation is to preserve the recordings so they are not lost or destroyed.

If You Vote FOR

You are voting to require the Board to preserve all general meeting recordings and seek consent to share them with shareholders. This supports transparency and accountability.

If You Vote AGAINST

You are voting against requiring preservation and sharing of meeting recordings, leaving the handling of such recordings to the Board's discretion.

Term Sheet Summary: SME Bank Investment Term Sheet

Key Terms

Subscription Price

$17.9386 (NTA-based, fair value for all)

Long Stop Date

2026-05-31

Exclusivity

90 days from execution

Break Fee

$500,000 (if company terminates)

Conditions Precedent

Share Register Correction

Cancellation of ~580,822 excess shares before subscription

APRA Contact

Formal submission to APRA seeking non-objection to new investors

Due Diligence

Satisfactory completion of legal and financial due diligence

Proposed Board Composition

Upon completion, the Board will be reconstituted:

CEO / Managing Director

Nominated by the consortium to lead operations

Three Independent Nominees

To ensure proper governance and oversight

Technology Platform (Value: $15M)

The investment includes transfer of proven fintech platform technology:

Asset Management System (AMS)

25+ years track record, $3bn+ loans serviced historically

Guardian

Accounts receivable finance platform

Gatekeeper

Trade credit insurance compliance module

How to Vote

Your Voting Rights

Each share carries one vote. You may vote in person, by proxy, or by corporate representative if you are a body corporate.

Proxy Voting

You may appoint a proxy to vote on your behalf. Proxy forms must be received at least 48 hours before the meeting. You may direct your proxy how to vote, or leave it to their discretion.

Attending in Person

The meeting will be held on 3 March 2026 at 12:00pm (noon) AEST. The venue details are provided in the Notice of Meeting. Bring identification and, if attending as a corporate representative, appropriate documentation evidencing your authority.