Vection Technologies Ltd(ASX:VR1)

Real-Time Technologies for digital transformation

Introducing the acquisition of Mindesk: Real-Time platform for 3D CAD

March 2020

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The acquisition of Mindesk represents a strong acceleration in the evolution of Vection’s CAD strategy to make design projects more accessible. Mindesk introduces the possibility to design a CAD project from scratch in Virtual Reality. Vection and Mindesk bring together significant client access, with best-in-class partnerships.

WHO WE ARE

Vection is a multinational software company that focuses on real-time technologies for industrial companies’ digital transformation.Through a combination of our 3D, Virtual Reality, Augmented Reality, Industrial IoT and CAD solutions, Vection helps companies and organisations to innovate, collaborate and create value.

WHAT WE HAVE DONE

Vection has continuously implemented and delivered on its growth strategy to build a 360° software product suite to assist industrial companies in their journey towards Industry 4.0, driving growth and creating value for all stakeholders: Vection’s real-time solutions enable remote collaboration across stakeholders, ensuring business continuity for companies globally.

ABOUT VECTIONIN

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ACQUISITION OF MINDESK

Backed by HTC, and endorsed by major technology companies globally, Mindesk introduces strong differentiation and growth across commercial CAD software for the Architecture, Engineering and Construction (AEC) industries.

ACQUISITION RATIONALE

WHERE TO NEXT

Continued strong focus on Vection’s software product suite industry adoption growth and geographical footprint expansion across key regions and market segments to ensure value creation for Vection’s stakeholders.

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DELIVERING ON OUR STRATEGYVE

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The Company lists on the Australian Securities Exchange (ASX) to revolutionise the way businesses manage their transactions.

The Company divests its interests in the real estate, settlement and finance divisions to ASX-listed The Agency Group Australia Ltd, to focus on its software product offering.

The Company acquires 3D, Virtual Reality (VR) and Augmented Reality (AR) software company, Vection, to drive differentiation and growth across real-time technologies for companies’ digital transformation.

MAR-2017 NOV-2017 FEB-2018 APR-2019

NOV-2019 DEC-2019

The Company changes name to Vection Technologies Ltd (ASX:VR1), to reflect its strategic direction to build a 360° software product suite for Industry 4.0.

The Company renews its Board of Directors to implement a transformational strategy towards a Software as a Service (SaaS) product offering supported by significant industry expertise.

Vection acquires HTC backed Mindesk, the developer of the first Software as a Service (SaaS) real-time 3D design platform that combines Computer Aided Design (CAD) with Virtual Reality and graphic engines.

MAR-2020

● Vection launches its collaborative VR design platform, FrameS, across its European distribution network.

● Vection records ~$2m 1H FY20 revenue up by 329% over the previous year’s corresponding period.

OPERATIONAL TRANSFORMATIONASX LISTING

BUILDING A 360° SOFTWARE PRODUCT SUITE FOR INDUSTRY 4.0

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Powerful design tool for strong differentiation

and growth across commercial CAD software

INTRODUCING MINDESK

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DESIGN & ENGINEERING

MANUFACTURING

TRAININGMARKETING & SALES

MAINTENANCEReal-time technologies help save time

by providing additional information and assisting workers in machine

operations.

Immersive real-time technologies enable more dynamic and

cost-effective training and induction programs.

PROD

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EWith the addition of Mindesk, Vection is now accelerating on its commercial growth strategy to bring to market a 360° suite of software solutions addressing companies’ digital transformation needs: from design and engineering, to marketing and sales.

By combining Mindesk’s engineering and design solutions to Vection’s current product suite, Vection can establish itself as the technology partner for companies looking to transform their workflows and processes.

BUILDING A 360° SOFTWARE PRODUCT SUITE FOR INDUSTRY 4.0

Real-time technologies enable a faster, more efficient and affordable design

process.

Optimizing plant and asset workflows management: real-time technologies

reduce costs, increase products' quality and ensure work safety.

Immersive, realistic and customizable product presentations improve

communication and engagement with customers.

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The addition of Mindesk to Vection’s existing software product suite is highly strategic in the acceleration of Vection SaaS CAD strategy, unlocking tremendous value for engineers, architects and designers in the initial phases of product development.

BUILDING OUR SOFTWARE PRODUCT SUITE

* Rendering of product suite launching 2020 7

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FRAMES + MINDESK: REAL-TIME PLATFORMS FOR DIGITAL TRANSFORMATION

● VR product configuration and design review● Engaging Sales tool● Best-in-class Training tool

● CAD Engineering and design in VR from scratch● Cloud collaboration with desktop CAD users● Real-time rendering

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“We are grateful to have had the opportunity to back Mindesk since their early days and share the team’s excitement about the possibilities this acquisition could unleash for Vection Technologies and their customers globally.

We are firm believers of the many positive ways virtual reality will transform how we work, collaborate, and connect with one another. It is great to see validation of Mindesk’s vision of accelerating productivity with real-time technologies and we look forward to supporting their joined journey onwards as a new shareholder of Vection Technologies.”

INTR

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Pearly Chen - Vice President of Business Development at HTC

“Logitech VR Ink now works with Mindesk, and we are super excited to have Mindesk as a Logitech partner. Mindesk and VR Ink create a powerful combination where you can edit and create, for Rhino and Solidworks, content with precision and control directly within VR.”

Denis O’Keeffe, Logitech Director of VR/AR Program

“Epic Games is happy to see Mindesk take the next step in using Epic’s Unreal Engine to innovate how manufacturers and architects can use real-time interaction as part of their design process."

Ken Pimentel, Epic Games AEC Industry ManagerFor

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Following years of platform beta-testing, Mindesk launched its commercial-ready platforms to the market in 2019, experiencing consistent sales growth despite a negligible marketing expenditure, representing a unique growth opportunity for Vection and its stakeholders.

ABOU

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Mindesk is a Real-Time 3D design platform that integrates with existing commercial CAD software to extend their operations to Virtual Reality and Augmented Reality.

Mindesk introduces the possibility to design a CAD project from scratch in Virtual Reality.

Mindesk platform integrates directly with current CAD solutions and saves precious design steps: while the majority of VR CAD software commercially available require document exportation, Mindesk enables users to switch from VR to desktop seamlessly, while editing the project in real-time on either platform.

OPPORTUNITY

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TECHNICAL FEATURES

Mindesk is the only VR platform on the market that provides the bi-directional, real-time live link across multiple commercial CAD and design software:

McNeel Rhinoceros 6

Rhinoceros is the leading 3D surface CAD.Appreciated among Naval, AEC and Automotive designers, it counts 1.5 million professional users worldwide. It includes the parametric design editor Grasshopper, used by top designers, including Archistar studios.

Dassault Solidworks 2018 and 2019

One of the most widespread parametric mechanical CAD software used by more than 6 million users worldwide, primarily for light mechanics, gadgets, appliances, automation and metalworks in general.

Epic Games Unreal Editor

Epic Games Unreal Engine is the most popular game engine. It powers massive productions like Final Fantasy 7 Remake and Fortnite. Recently, Epic Games has been retargeting Unreal Engine (“Unreal Studio”) for professional use, especially in the AEC CAD market segments. Unreal Studio is rapidly growing and currently counts over 300k professional users.

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6.3 m users

1.5 m users

USER ADOPTION - THE OPPORTUNITY

CURRENT ADDRESSABLE MARKET

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With a market average conversion rate for SaaS platforms at ~4%1, Mindesk’s 1% conversion rate and downloads growth represent a significant unique opportunity for Vection to capitalise on an increased market exposure driving platform adoption growth.

1 https://www.linkedin.com/pulse/saas-conversion-rates-18-trial-paid-ratio-strategy-christiansen/

over0.3 m users

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ACQU

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SYNE

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TIER 1 CLIENTS FINANCIAL PARTNERS

TECH PARTNERS

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Close collaboration with McNeel’s engineering team and access to Rhino’s marketplace, Food4Rhino. For further information: food4rhino.com

HTC is a Mindesk investor and continuously provides marketing support and industry connections to their enterprise network.For further information: vivex.vive.com/eu/

TECH

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Mindesk is one of the eight Logitech VR INK application available on launch day. VR INK is a first-generation VR stylus for enterprise, providing unprecedented precision over drawing and geometric control. For further information: logitech.com/en-roeu/promo/vr-ink.html

As a Solidworks Certified Solution Partner, Mindesk accesses Solidworks’ VAR network, web store and keep a direct line with their engineering team.For further information: solidworks.com/partner-product/mindesk

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CAD

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CAD SOFTWARE MARKET

The intersection between CAD and VR/AR software and real-time rendering was valued at A$1.2 billion in 2019, with an initial mixed reality adoption rate of 8%.

The adoption of these immersive technologies by professional users is set to more than double over the next three years to a total addressable market value of over A$3 billion in 2022: a staggering 35.5% Compounded Annual Growth Rate (CAGR).

Mindesk integrated CAD software, McNeel Rhinoceros and Dassault Systémes SolidWorks, have 1.5 and 6.3 million users respectively: ~18% of these users will potentially adopt VR and AR technologies in the short and medium term, representing an addressable market of more than 1.4 million professionals.

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STRA

TEGY

OUT

LOOK

OUR BUILDING BLOCKS FOR MARKET DOMINANCE

TECHNOLOGY

PARTNERSHIPS

GROWTH

● Continued strong focus on proprietary real-time technologies

● Commitment on building a 360° SaaS product suite for Industry 4.0

● Acceleration of development, OEM and distribution agreements with existing technology and industrial partners

● Acceleration of new strategic partnerships with key technology and industrial partners across Tier-1 regions

● Strong focus on leveraging the existing distribution, online and direct sales network

● Geographical and market expansion via an enlarged distribution footprint

● Global marketing and sales initiatives to establish Vection as the B2B real-time software leader

● Achieve market dominance across Vection’s 360° SaaS product suite for Industry 4.0

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Lorenzo BiagiDirector and CSO, Vection TechnologiesExperienced company manager in the private sector, with extensive knowledge in virtual reality technology, sales and cost control management.

Gianmarco Biagi Managing Director, Vection TechnologiesExperienced executive and board member of several Italian and multinational manufacturing corporations. Mr Biagi has a postgraduate degree in Engineering and a Master’s degree in Business and Strategic Management.

Andrea Bortolotti CTO, Vection Technologies15+ years of experience in the development of Virtual Reality, Augmented Reality and Mixed Reality solutions. Extensive knowledge in technology, game design and history.

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Gabriele Sorrento Proposed Director, Vection and CEO, MindeskFulbright Alumnus, M.Sc. in Architectural Engineering, 13+ years of experience in 3D CAD, previously worked with renowned architectural brands including Renzo Piano Building Workshop and Heller Manus Architects.

Vittorio Bava Head of Saas, MindeskSerial founder with experience in startups in food tech and consumer internet, he started his career at Google as a tech analyst. He holds a Msc. in international management from ESADE, Barcelona, and a Bsc. in business administration from Bocconi University, Milan.

Sergio Giorgio CTO, Mindesk37+ years of experience in the development of automation, gaming, 3D graphics and artificial Intelligence software. Previously worked for Alstom Ferroviaria (10 years) as Senior Architect and Developer. Developed and managed the national and regional system for the railways.

MANAGEMENT

Bert MondelloChairman, Vection TechnologiesExperienced executive with over 20 years’ experience across both the private and public sectors. Mr Mondello has substantial capital markets experience and knowledge of equity markets.

Gianmarco Orgnoni Director & COO, Vection TechnologiesExperienced executive across European and Australian private and publicly listed companies. Mr Orgnoni holds a bachelor’s degree in economics and Business Administration.

BOARD

Alessandro NonesHead of R&D, Vection TechnologiesSenior Developer and Manager, creator of multiple software programs published in major computer magazines. He holds the role of team leader in the development of FrameS.

Dino RussoHead of Consulting, Vection TechnologiesSenior Developer and Manager, degree in Computer Science, 15+ years of experience as Software Architect. He is specialist in CAD data exchange, he leads the development operations of custom projects.

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Share Price1: 2.3¢

Shares on Issue2: 657.2M

Market Capitalisation: $15.1M

Cash3: $0.3M

Debt4: -

Enterprise Value: $14.8M

PRO-

FORM

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URE Share Price1: 2.3¢

Shares on Issue2: 822.7M

Market Capitalisation: $18.9M

Pro-Forma Cash3,5: $1.5M

Debt4: -

Pro-Forma Enterprise Value: $17.4M

1 Share Price at 11 March 20202 Excludes any Deferred Consideration and/or Performance Rights and Options.3 Cash balance at 31/12/19

Current Capital Structure Post-Acquisition Capital Structure

4 Debt balance at 31/12/19, excluding commercial bank financing facility5 Includes ~$1.2M net cash of Mindesk at completion. 20

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Consideration:● 165,505,199 Vection fully paid ordinary shares (Shares) (Consideration Shares).● Up to 108,000,000 Shares (Deferred Consideration) subject to multiple audited revenue milestones.● The issue of the Consideration Shares and the Deferred Consideration Shares is subject to approval of Vection’s shareholders.

For further information please see below.

Conditions Precedent:

Settlement is subject to and conditional on the following conditions precedent:● (Shareholder Approval) All shareholder approvals required by the Corporations Act and the ASX Listing Rules in order to proceed with and implement the acquisition of Mindesk;● (Net Cash) Mindesk retaining Net Cash of ~A$1.2M (€0.75M) at completion;● (Escrow Agreements) Mindesk’s shareholders entering into restriction agreements in respect of the Consideration Shares held by the vendors for a period of 12 months from issue;● (Employment Agreement) Various members of Mindesk’s management entering into contracting and/or employment agreements with Mindesk.

Other Obligations: Appointment of Mr Gabriele Sorrento to the Board of Directors of Vection as a Non-Executive Director

Deferred Consideration Overview: Mindesk vendors aligned with Vection’s strategy of value creation for all stakeholders.

Notes:

● If targets are not met, Mindesk’s vendors will not receive any Deferred Consideration. ● Vection foresees that by 2021, multiple software products and services will be jointly developed and commercialised. Combined Revenue excludes any further acquisitions.● AUD to EUR exchange rate of 0.5934 at 28 February 2020 (Source: Reserve Bank of Australia)

Case 1: Minimum Consideration

OR

Case 2: Maximum Consideration

Deferred

ConsiderationMindesk Revenue

Combined Revenue

Deferred Consideration

Mindesk Revenue

Combined Revenue

Deferred Consideration A 8.0 M Technology Milestone: development of a collaboration module for the Mindesk plugin for Rhino 6 on or prior to 31/12/2021. 8.0 M Technology Milestone: development of a collaboration module

for the Mindesk plugin for Rhino 6 on or prior to 31/12/2021.

Deferred Consideration B - 2020: 9.0 M $1.6 M 20.0 M $2.2 M Deferred Consideration C – 2021: 18.0 M $4.9 M 40.0 M $7.4 M Deferred Consideration D – 2021: 2.0 M $15.7 M 5.0 M $20.2 M

Deferred Consideration E – 2022: 2.0 M $25.3 M 5.0 M $33.7 M

Deferred Consideration F – 2023: 15.0 M $37.1 M 15.0 M $37.1 M

Deferred Consideration G – 2024: 15.0 M $40.8 M 15.0 M $40.8 M

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INDI

CATI

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IMET

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INDICATIVE TIMETABLE

ASX Announcement of the Acquisition

Despatch of Notice of Meeting for approval of

issue of Shares as consideration for the

Acquisition

Meeting of Vection shareholders to approve

the Acquisition

Satisfaction (or waiver) of conditions precedent Completion of Acquisition

2 MARCH 2020 20 MARCH 2020 20 APRIL 2020 21 APRIL 2020 24 APRIL 2020

22Notes:

● The above timetable is indicative only and subject to change.

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DELIVERING INCREMENTAL GROWTH

● Ability to Execute: Vection has continuously delivered on its growth strategy towards the creation of a 360° product suite for Industry 4.0.

● Market Trends: the increased adoption of collaborative real-time technologies including 3D, VR and AR will continue to drive growth opportunities for Vection, globally.

● Mindesk acquisition: ○ Strategic Fit: Mindesk represents the next logical step in Vection’s overall evolution to a recurring SaaS revenue business model.○ Sales Growth Opportunity: with commercial platforms launched mid-2019, supported by a distribution footprint of 21 VARs across 3 continents

and an established ecommerce online presence, Mindesk represents a unique growth opportunity for Vection.○ Technological Partners: partners such as Dassault Systémes, SolidWorks Corporation, McNeel, Autodesk, Epic Games, HP, Logitech and Varjo

provide for significant visibility and commercial opportunities for Vection.○ Financial Partners: Vection’s proposed shareholders HTC Vive X, Primoglio SGR and A11 Venture represent an institutional blue chip shareholder

base of global appeal.

● Technology Advantage: Vection’s proprietary 3D, Virtual Reality, Augmented Reality, Industrial IoT and CAD real-time solutions help companies and organisations to innovate, collaborate and create value.

● Value Growth: Vection remains committed to the achievement of continued incremental growth across its software product suite to ensure compounded value creation for all stakeholders.

● Partnerships and M&A: Vection will continue to pursue partnership and M&A opportunities to support its long-term vision of creating a 360° real-time software product suite for Industry 4.0 towards market dominance. 23

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VISIT OUR WEBSITESW

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Mindeskvr.com Vection.com.au

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THANK YOU

Vection Technologies Ltd(ASX:VR1)

Vection.com.auMindeskvr.com

MEDIA ENQUIRIES

AUpress@vection.com.auEUpress@vection.com.au

Henry Kinstlinger - MMR CorporateE: vection@mmrcorporate.com

P: +61 418 613 028

INVESTOR ENQUIRIES

Gianmarco Biagi - Managing Director(Europe Based)

E: gianmarco.biagi@vection.com.auP: +39 051 0142248

Gianmarco Orgnoni - Director and COO (Australia Based)

E: gianmarco.orgnoni@vection.com.auP: +618 6380 2555

OFFICES

Vection Asia Pacific:Suite 1, 437 Roberts Road

Subiaco WA 6008, Australia

Vection Europe:Via Isonzo 61,

40033 Casalecchio di Reno (BO), Italy

Mindesk North America:785 Market Street, #600

San Francisco CA 94103, USA

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