Announcement PDF ASX: ITS Infotrust ABN 73 089 224 402 infotrust.com.au 6 November 2025 Updated Constitution Following Shareholder Approval of Company Name Change Infotrust Ltd (“Infotrust”; “Company”) provides the market with its updated Constitution, following shareholder approval of the Company’s name change at the Annual General Meeting held on Friday, 24 October 2025. There are no other changes to the Constitution beyond updating the Company’s name. The Company received the certificate of registration confirming the name change today. A complete copy of the updated Constitution is attached, in accordance with ASX Listing Rule 15.4.2. This announcement is authorised for release to the market by the Board of Directors of Infotrust Ltd. For further information, please contact: Corporate: Julian Challingsworth Managing Director 03 8554 1300 julian.challingsworth@infotrust.com.au Investors: Nick Hornstein General Counsel and Company Secretary 03 8554 1300 company.secretary@infotrust.com.au For more information, please visit www.Infotrust.com.au Business Address: Level 13, 90 Collins Street, Melbourne VIC 3000 About Infotrust Ltd: Infotrust empowers organisations to stay secure, compliant and connected through integrated cyber security, secure managed technology, and cloud communication services. CONSTITUTION Infotrust Ltd (ACN 089 224 402) CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 2 Revision History Version Revision Description Date 1.0 Constitution adopted by shareholders 20 November 2020 2.0 Amended by shareholders’ resolution 24 November 2023 3.0 AGM approval – branding update (Spirit Technology Solutions Ltd to Infotrust Ltd) 24 October 2025 CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 3 Contents 1. Definitions.........................................................................................................................................................4 2. Interpretation ...................................................................................................................................................5 3. Share capital ..................................................................................................................................................... 7 4. Certificates........................................................................................................................................................9 5. CHESS...............................................................................................................................................................10 6. Lien ..................................................................................................................................................................... 11 7. Calls................................................................................................................................................................... 13 8. Forfeiture of Shares ...................................................................................................................................... 14 9. Transfer of Shares.......................................................................................................................................... 16 10. Transmission of Shares................................................................................................................................ 18 11. Alteration of capital...................................................................................................................................... 18 12. Variation or cancellation of rights ............................................................................................................ 19 13. Restricted Securities................................................................................................................................... 20 14. Address ........................................................................................................................................................... 20 15. Unmarketable parcels ................................................................................................................................. 20 16. General meetings ..........................................................................................................................................23 17. Proceedings at general meeting ...............................................................................................................26 18. Voting ...............................................................................................................................................................28 19. Proxies ..............................................................................................................................................................32 20. The Directors ..................................................................................................................................................34 21. Directors' tenure of office ...........................................................................................................................35 22. Directors' remuneration ..............................................................................................................................37 23. Directors' contracts......................................................................................................................................39 24. Powers of Directors ..................................................................................................................................... 40 25. Executive directors ....................................................................................................................................... 41 26. Proceedings of Directors ............................................................................................................................42 27. Secretary......................................................................................................................................................... 44 28. Indemnity and insurance............................................................................................................................ 44 29. Financial statements.................................................................................................................................... 46 30. Reserves.......................................................................................................................................................... 46 31. Dividends and distributions.......................................................................................................................47 32. Capitalising profits ...................................................................................................................................... 50 33. Winding up ..................................................................................................................................................... 50 34. Minutes and registers to be kept .............................................................................................................. 51 35. Inspection of records...................................................................................................................................52 36. Notices.............................................................................................................................................................52 CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 4 Definitions and Interpretations 1. Definitions Definitions 1.1. In this Constitution, unless the context otherwise requires: Act means the Corporations Act 2001 (Cth). ASIC means Australian Securities and Investments Commission. ASX means ASX Limited (ACN 008 624 691) or the securities market which it operates, as the case may be. ASX Settlement means ASX Settlement Pty Ltd (ACN 008 504 532). Board means the Directors acting as a Board of Directors. Business day has the same meaning as in the Listing Rules. CHESS means the Clearing House Electronic Subregister System established and operated by ASX Settlement. CHESS approved securities means securities approved by ASX Settlement in accordance with the Settlement Rules. Company means Infotrust Ltd (ACN 089 224 402). Constitution means the constitution of the Company for the time being in force. Director means a person appointed as a director of the Company from time to time, in accordance with this Constitution. Direct Vote means a direct vote which is validly cast in accordance with clause 18.17. Distribution includes a dividend, distribution, return of capital, bonus or payment in respect of any share buy-back. Financial Year has the meaning given to the term "financial year" in the Act. Home Branch means the branch of the ASX designated to the Company by the ASX. Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which apply while the Company is admitted to the Official List of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Member means a person who is entered in the Register as the holder of Shares in the capital of the Company. Month means a calendar month. Office means the registered office for the time being of the Company. Officer has the meaning given to “officer of a corporation” in section 9 of the Act. Official List has the same meaning given to the term "official list" in the Listing Rules. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 5 Ordinary Resolution means a resolution of the Members passed by a simple majority of the votes cast by Members entitled to vote on the resolution. Register means the registers and/or sub-registers of Members to be kept under the Act and the Listing Rules. Related Body Corporate has the same meaning given to the term "related body corporate" in the Act. The Act and Listing Rules definitions 1.2. In this Constitution, unless the context otherwise requires, if an expression is defined in, or given a meaning for the purposes of, the Act or the Listing Rules that expression has the same definition or meaning in this Constitution to the extent that it relates to the same matter for which it is defined or given a meaning in the Act or the Listing Rules. 2. Interpretation Replaceable rules do not apply 2.1. To the full extent permitted by the Act, those provisions of the Act which apply as replaceable rules are displaced by this Constitution in relation to the Company and are replaced by the terms of this Constitution. Constitution subject to the Act 2.2. This Constitution is subject to the Act. Where there is any inconsistency between a clause of this Constitution and the Act, the Act prevails to the extent of the inconsistency. Listing Rules and Settlement Rules only to have effect if Company is listed 2.3. In this Constitution, a reference to the Listing Rules or Settlement Rules has effect only if at the relevant time the Company is admitted to the Official List and is otherwise to be disregarded. Constitution subject to Listing Rules if Company is listed 2.4. If the Company is admitted to the Official List, the following provisions apply: (a) Despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done. (b) Nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done. (c) If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). (d) If the Listing Rules require this Constitution to contain a provision and it does not contain that provision, this Constitution is deemed to contain that provision. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 6 (e) If the Listing Rules require this Constitution not to contain a provision and it contains that provision, this Constitution is deemed not to contain that provision. (f) If any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency. Interpretation 2.5. In this Constitution, unless the context otherwise requires: (a) a reference to: (i) the singular includes the plural and vice versa; (ii) a gender includes every gender; (iii) the Act, any section, regulation or schedule of the Act or any other legislation is a reference to that law as amended, consolidated, supplemented or replaced; (iv) in writing or written includes printing, lithography, photography and other means of representing or reproducing words in a visible form; (v) paid up or paid includes credited as paid up or paid; (vi) dividend includes bonus; (vii) any person includes a reference to any individual, company, body corporate, association, partnership, firm, joint venture, trust or government agency; (viii) a person includes the person's successors and legal personal representatives; (ix) a body (including an institute, association, authority or government agency) whether statutory or not: A. which ceases to exist; or B. whose powers are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions; (b) the words including or includes means including but not limited to or including without limitation; (c) if a period occurs from, after, until or before a day of an act or event, it excludes that day; and (d) headings are for convenience only and must be ignored in interpreting this Constitution. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 7 Shares and share capital 3. Share capital Limited liability of members 3.1. The Company is a company limited by shares and the liability of Members is limited to the amount paid or payable on Shares held by them in accordance with the Act. Allotment and issue of Shares under control of Directors 3.2. The Directors control the allotment and issue of Shares. Subject to the Act and the Listing Rules, the Directors: (a) may allot, issue, cancel or otherwise dispose of Shares to any persons, on any terms and conditions, at that issue price and at those times as the Directors think fit; (b) have full power to give any person a call or option over any Shares during any time and for any consideration as the Directors think fit; and (c) may issue Shares with any preferential, deferred or special rights, privileges or conditions or with any restrictions (whether in regard to dividends, voting, return of Share capital or otherwise) as the Directors determine. Company may issue preference Shares 3.3. The Company may issue preference Shares including preference Shares which are, or which at the option of the Company or holder may be, liable to be redeemed or converted into ordinary Shares. Rights of holders of preference Shares 3.4. All preference Shares issued by the Company confer on the holders of those preference Shares such rights, and are subject to such terms and conditions, as are provided for in their terms of issue. Applications for Shares 3.5. Where the Company receives an application for a Share by or on behalf of the applicant and the Company allots a Share to the applicant as a consequence of that application, the application is to be treated as: (a) an agreement by the applicant to accept that Share subject to the terms and conditions on which the Share is allotted; (b) a request by the applicant for the Company to enter the applicant's name in the Register in respect of that Share; and (c) an agreement by the applicant to become a Member and, subject to the Act, to be bound by this Constitution on being registered as the holder of that Share. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 8 Brokerage or commission 3.6. Subject to the provisions and restrictions contained in the Act and the Listing Rules, the Company may pay brokerage or commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company or for procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares in the Company. Any brokerage or commission may be paid or satisfied in cash, Shares, debentures or other securities of the Company or otherwise as the Directors determine. Joint holders 3.7. Two or more persons registered as the holders of any Share are deemed to hold the Share as joint tenants with benefits of survivorship, subject to the following provisions: (a) the joint holders are jointly and severally liable for all payments (including calls and instalments) made for the Share; (b) if a joint holder dies, the survivor or survivors are the only person or persons recognised by the Company as having any title to the Share, but the Directors may require evidence of death; (c) any one joint holder may give a valid receipt for any distribution or other amount payable to the joint holders; and (d) delivery of a notice or a certificate for a Share to any joint holder is sufficient delivery to all the joint holders. More than three persons registered 3.8. If more than three persons are noted in the Register as joint holders of securities of the Company, or a request is made to register more than three persons as joint holders then (except in the case of executors or trustees or administrators of a deceased Member), the first three persons named in the Register or the request (as the case may be) are deemed to be the holders of those securities and no other persons will be regarded by the Company as a holder of those securities for any purpose. Recognition of trusts or other interests 3.9. Subject to the provisions of the Act, the Company is entitled to treat the registered holder of any Shares as the absolute owner of those Shares and, accordingly, the Company is not bound to recognise (whether or not it has notice): (a) a person as holding a Share on any trust; or (b) any equitable, contingent, future or partial interest in any Share or unit of a Share. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 9 4. Certificates Certificated holdings 4.1. The provisions of this clause 4 apply only to the extent that the Company is required by the Act, the Listing Rules or the Settlement Rules to issue certificates for Shares or other marketable securities of the Company, and then only for those Shares or other marketable securities for which certificates are required to be issued. Issue of certificates 4.2. Subject to this Constitution, where the Company is required by the Act, the Listing Rules or the Settlement Rules to issue certificates for Shares or other marketable securities of the Company, the certificates must be issued in accordance with the Act, the Listing Rules and the Settlement Rules and must include all information required by the Act, the Listing Rules and the Settlement Rules. Entitlement of Member to certificate 4.3. Subject to this Constitution, every Member is entitled free to one certificate for each class of Shares or other marketable securities registered in its name or to several certificates each for a reasonable proportion of those Shares or marketable securities. Certificate for joint holders 4.4. Where Shares or other marketable securities are registered in the names of two or more persons, only one certificate is required to be issued for each class of those Shares or marketable securities. Cancellation of certificate on transfer 4.5. Subject to this Constitution, on every application to register the transfer of any Shares or other marketable securities, or to register any person as a Member in respect of any Shares or other marketable securities which may have been transmitted to that person by operation of law, the certificate for those Shares or other marketable securities must be delivered up to the Company for cancellation. 4.6. The Company must issue a new certificate in similar form specifying the Shares or other marketable securities transferred or transmitted and deliver it to the transferee or transmittee within five business days after the registrable transfer or transmission notice is lodged with the Company. 4.7. If registration is required for some only of the Shares or other marketable securities specified on the certificate delivered up to the Company, a new certificate specifying the Shares or other marketable securities remaining untransferred or untransmitted must be delivered to the transferor. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 10 Replacement of certificates 4.8. The Company must issue a replacement certificate: (a) if the certificate is worn out or defaced, on production of the certificate to the Company to be replaced and cancelled; or (b) if the certificate is lost or destroyed, on the Company being furnished with: (i) evidence that the certificate has been lost or destroyed, and has not been disposed of or pledged, as is required by the Act; (ii) an undertaking to return the certificate, if found, as required by the Act; and (iii) if the Directors consider it necessary, a bond or indemnity as the Act authorises the Directors to require. 4.9. The Company must issue all replacement certificates within five business days after receiving the original certificate or evidence of loss or destruction. 5. CHESS Participation in CHESS 5.1. While the Company is admitted to the Official List it must participate in CHESS to the extent required by the Listing Rules. Compliance with Settlement Rules 5.2. The Company must comply with the Settlement Rules if any of its securities are CHESS approved securities. In particular the Company must comply with the requirements of the Settlement Rules and Listing Rules regarding maintenance of registers, issuing holding statements and transfers in relation to its CHESS approved securities. Registers 5.3. If the Company's securities are CHESS approved securities, in addition to the CHESS sub-register, the Company must provide for an issuer sponsored sub-register, or a certificated sub-register, or both (at least if the Company has Restricted Securities on issue). No interference with transfer of quoted securities 5.4. The Company must not prevent, delay or interfere with the registration of a transfer of quoted securities or the registration of a paper-based transfer in registrable form (which satisfies the requirements of clause 9), except as permitted by clause 9.4, the Listing Rules or Settlement Rules. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 11 6. Lien Lien 6.1. The Company has a first and paramount lien on every Share for: (a) unpaid calls and instalments on those Shares; (b) if the Shares were acquired under an employee incentive scheme, any amount owing to the Company for acquiring those Shares; and (c) any amount the Company is required by law to pay (and has paid) in respect of the Share of a Member or deceased Member. 6.2. A lien extends to reasonable interest at any rates the Directors may determine, and expenses incurred because the amount is not paid. Extent of lien 6.3. The Company's lien on a Share extends to all distributions and other monies payable for or in respect of the Share, including the proceeds of sale of the Share. The Company may deduct or set-off against any distributions or other monies subject to the Company's lien any monies due and payable to the Company. Exemption from lien 6.4. The Directors may at any time declare any Share to be wholly or in part exempt from the provisions of clauses 6.1 and 6.2. Sale under lien 6.5. Subject to clause 8, the Company may sell or otherwise dispose of any Shares on which the Company has a lien in any manner if, and only if: (a) an amount in respect of which the lien exists is presently payable (Sum); and (b) 30 days has expired from the Company giving written notice (Notice) to the registered holder of the Shares, or to the person entitled to the Shares because of the death or bankruptcy of the registered holder; and (c) the Notice specified: (i) the Sum; and (ii) that payment must be made by a date at least ten business days after the date of the Notice; and (iii) a reasonable place and method for payment; and (iv) that if payment were not made as required, the Shares would be sold under the lien; and (d) the Notice has not been complied with. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 12 Proceeds of sale of Shares sold under lien 6.6. The Company must: (a) apply the net proceeds of Shares sold under lien (after payment of all costs and expenses incurred in selling the Shares) (Net Proceeds) in payment of the Sum; and (b) pay the balance of the Net Proceeds (if any) to the person registered as the holder of the Shares immediately before the Shares were sold or as that person directs. No release of liability 6.7. Where the Net Proceeds are insufficient for the full payment of the Sum, the person or persons liable to pay the Sum remain liable to the Company for the balance of the Sum. Nothing in, or done pursuant to, this clause 6 releases a person who is or was registered as the holder of any Share from any liability to the Company in respect of the Sum. Remedies 6.8. The remedy of any person aggrieved by the sale or disposal of its Shares under this clause 6 is limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person. Transfer on sale under lien 6.9. The Company must register the purchaser as holder of the Shares transferred under clause 6. 6.10. The purchaser of the Shares transferred is not bound to see that the purchase money is properly applied as set out in this clause 6. The purchaser's title to the Shares is unaffected by any irregularity or invalidity in connection with the sale or the application of the purchase money. 6.11. The purchaser of the Shares transferred under this clause 6 is discharged from liability for any calls which may have been due before the purchase of those Shares, unless otherwise agreed. Company may forfeit instead 6.12. If clause 8 applies to a Share on which a call is unpaid, the Company may choose which of the sale and other procedures under clauses 6 and 8 it will use. Choosing to use procedures under one of those clauses 6 or 8 does not limit the Company's rights under the other clause. Company's right to recover payments 6.13. A Member must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Member, the death of a Member or the Member's shares or any distributions on the Member's shares where the Company is required by law to make the relevant payment. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 13 6.14. The Company is not obliged to advise the Member in advance of its intention to make the payment. Reimbursement is a debt due 6.15. The obligation of the Member to reimburse the Company under clause 6.13 is a debt due to the Company as if it were a call on all the Member's shares, duly made at the time when the written demand for reimbursement is given by the Company to the Member. The provisions of this Constitution relating to non-payment of calls, including payment of interest and sale of the Member's shares under lien, apply to the debt. 7. Calls Directors may make calls 7.1. The Directors may make calls as they think fit on the Members for all monies unpaid on Shares held by those Members which are not monies made payable by the conditions of allotment at fixed times. 7.2. A call is deemed to have been made when the resolution of the Directors authorising that call was passed. 7.3. A call may be made payable by instalments. 7.4. The Directors may revoke or postpone a call. Notice of calls 7.5. The Company must give written notice of a call at least 30 business days before the call is due. The notice must specify the time and place for payment and any other information required by the Listing Rules. The non-receipt of any notice by, or the accidental omission to give notice of any call to, any Member will not invalidate the call. Difference in terms of issue as to calls 7.6. The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the time for payment of those calls. Fixed payments deemed calls 7.7. Any sum which, by the terms of issue of a Share, becomes payable on allotment or at any fixed date, will for the purposes of this Constitution be deemed to be a call duly made and payable on the date on which the sum is payable. In case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise will apply as if the sum had become payable by virtue of a call duly made and notified. CONSTITUTION Infotrust Commercial in Confidence Copyright Infotrust 2025 14 Interest on sums not paid 7.8. A sum called in respect of a Share and not paid on or before the date for payment bears interest from the date for payment to the time of actual payment at any rates as the Directors may determine. The Directors may waive payment of interest, either in whole or in part. Payment of calls 7.9. Each Member must pay the amount of every call made on it at the times and places appointed by the Directors. Proof of calls 7.10. In any proceeding to recover monies due for any call, it is sufficient and conclusive evidence of the debt if it is proved that: (a) the name of the Member sued is entered in the Register as the holder or one of the holders of the Shares in respect of which the call was made;