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2 February 2026 THE MERGER OF AURA & QORIA 1 : AXQ Merged Company For personal use only
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This investor presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed merger (Proposed Transaction) involving Qoria Limited (Qoria or the Company) and Aura Consolidated Group, Inc. (Aura). Statements and the information in this presentation (together with the oral remarks in connection herewith, the Information) remain subject to change without notice. Subject to any obligations under applicable law, no responsibility is assumed for updating any Information for any new or more accurate information or any errors or mis-descriptions of which the Company or Aura becomes aware. The Information (a) is for informational purposes only, and is a summary only; and (b) does not constitute investment, financial product, taxation or legal advice or a recommendation to acquire securities of the Company and Aura, and is not intended to be used as the basis for making any investment decision. The objectives, financial position or needs of any particular viewer has not been considered. Viewers of this presentation should make their own assessment of the Proposed Transaction and should not rely on this presentation. Viewers should conduct their own research into the financial condition, assets and liabilities, financial position and performance, profits and losses, prospects and business affairs of the Company, and the contents of this presentation. Viewers should seek legal, financial, tax and other appropriate advice. This presentation should be read in conjunction with the Company’s most recent financial report and the Company’s other periodic and continuous disclosure information lodged with the Australian Securities Exchange (ASX), which is available at www.asx.com.au. The Information is of a general background nature and does not purport to be exhaustive, all-inclusive or complete. For example, it does not contain all of the information that may be required to make a full analysis of the Company or the Proposed Transaction, nor does it purport to contain all of the information that an investor may require in evaluating a possible investment in the Company or Aura, nor does it contain all of the information which would be required to be disclosed in a prospectus, product disclosure statement or any other offering or disclosure document under Australian law or any other law. Further information about the Proposed Transaction (including key risks for the Company’s shareholders) will be provided by the Company to the Company’s shareholders in due course, in the form of an explanatory statement (as that term is defined in section 412 of the Corporations Act 2001 (Cth) and notice of meeting (Scheme Booklet). The Scheme Booklet will also include or be accompanied by an independent expert’s report that will opine on whether the Proposed Transaction is in the best interest of the Company’s shareholders. None of the Company, Aura, their respective related bodies corporate, shareholders, nor any of their respective officers, directors, employees, affiliates, representatives, partners, agents or advisers (each a Limited Party) guarantees or makes any representations or warranties, express or implied, as to or takes responsibility for, the accuracy, reliability, completeness or fairness of the Information, opinions and conclusions contained in this presentation. No Limited Party makes any representation that this presentation is complete or that it contains all information that a prospective investor may require in 2 Disclaimer evaluating the Proposed Transaction. To the maximum extent permitted by law, each Limited Party disclaims any liability for any loss arising from this presentation or the use of Information it contains, including but not limited to: (a) without limitation, any liability arising from fault, negligence or negligent misstatement; (b) representations or warranties; or (c) in relation to the accuracy or completeness of the Information, statements, opinions or matters, express or implied, contained in, arising out of or derived from, or for omissions from, this presentation. This presentation does not constitute: (i) a solicitation of a proxy, consent or authorisation with respect to any securities or in respect of the Proposed Transaction; or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of the Company, Aura or any of their respective affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. Viewers should consult their own counsel and tax and financial advisers as to legal and related matters concerning the matters described herein, and should not rely upon the Information contained herein to make any decision. Forward-Looking Statements This presentation contains certain forward-looking statements and comments about future events, including the financial condition, operations of the Company and certain plans and objectives of the Company. Forward-looking statements can generally be identified by the use of forward-looking words such as, “expect,” “anticipate,” “likely,” “intend,” “forecast,” “estimate,” “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “will,” “believe,” “predict,” “potential” or “continue,” and, in each case, their negative and other variations and other similar expressions. For example, statements regarding anticipated growth in the industry in which the Company operates and anticipated growth in demand for the Company’s products, statements on expected benefits from the Company’s technology, forecasts of the Company’s future financial results. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Aura and its management, and the Company and its management, as the case may be, are inherently uncertain and are inherently subject to risks variability and contingencies, many of which are beyond the Company’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the inability to complete the Proposed Transaction due to the failure to obtain approval of the shareholders of the Company or other regulatory approvals, to complete the Proposed Transaction or to satisfy other conditions to closing; For personal use only
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(ii) changes to the proposed structure of the Proposed Transaction that may be required as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Transaction; (iii) the nature of the merger consideration in the form of Aura CDIs; (iv) the inability to meet stock exchange listing standards following the consummation of the Proposed Transaction; (v) integration risk; (vi) the inability to recognise the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (vii) costs related to the Proposed Transaction; (viii) changes in applicable laws or regulations; (ix) the possibility that the Company, Aura or the combined company may be adversely affected by other economic, business, and/or competitive factors; and (x) other risks and uncertainties set forth in the “Risk Factors” section included in the Appendix to this presentation. There may be additional risks that neither the Company nor Aura presently know or that the Company and Aura currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither the Company nor Aura undertakes any duty to update or revise these forward-looking statements for any matters of which any of them becomes aware of which may affect any matter referred to in this presentation, subject to any obligations under applicable law. The Company and Aura disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this presentation and such liability is expressly disclaimed. Only those particular representations and warranties of the Company or Aura made in the definitive written agreement regarding the Proposed Transaction (which does not contain any representation or warranty relating to this presentation), and subject to such limitations and restrictions as specified therein, shall have any legal effect. Financial Information: The historical financial Information regarding the Company contained in this presentation has been taken from or prepared based on historical financial statements of the Company. Certain financial and statistical Information has been subject to rounding off adjustments. Accordingly, the sum of certain data may not conform to the expressed total. Industry and Market Data: Certain Information contained in this presentation relates to or is based on studies, publications, surveys, the Company’s own internal estimates, and research and other statistical data made by Disclaimer (cont.) independent parties and by the Company. Neither the Company, Aura nor their representatives have independently verified any such Information provided by third parties or industry or general publications. This data included in this presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. In addition, forecasts, assumptions and estimates of the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. Finally, internal research has not been verified by any independent source, and the Company and Aura cannot guarantee and make no representation or warranty, express or implied, as to its accuracy and completeness. Trademarks: This presentation contains trademarks, service marks, trade names and copyrights of the Company, Aura and other companies, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this presentation is not intended to, and does not imply, a relationship with the Company or Aura, or an endorsement of sponsorship by or of the Company or Aura. Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear with the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or Aura will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Not for release or distribution in the United States: This presentation may not be distributed or released in the United States or to any person acting for the account or benefit of a person in the United States. This presentation and the information contained herein does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such offer would be illegal. The securities referred to in this presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United States unless the securities have been registered under the Securities Act (which Qoria has no obligation to do or procure) or are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction of the United States. Not an offer: This presentation is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This presentation is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act or any other law. This presentation has not been, and will not be, lodged with ASIC or any foreign regulator. 3 For personal use only
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X Aura Consolidated Group, Inc. | Qoria Limited Tim Levy Qoria Founder & Managing Director To serve as Managing Director of AXQ Hari Ravichandran Aura Founder & CEO To serve as Chairman of AXQ A letter from our founders We built Aura and Qoria for deeply personal reasons. Aura with a focus on consumer digital security and Qoria on protecting children online, but both seeking to empower our communities to protect what’s precious. We’ve found over our journeys a clear merging of interests as our customers seek out trusted providers, single vendors and to close the gaps in their protections. We’re also seeing a rapid pace of technical change, an explosion of risk, regulatory interest, funding and growth. It’s these trends that have brought us together. The merger of Aura and Qoria will unite two mission-aligned industry leaders to establish a global industry leader in online safety and security. Our integrated product suites will connect the dots of life, delivering continuous protection while we live, learn, and work, from our first device to our last. The proposed combination is expected to deliver value to shareholders by combining complementary products delivered across complementary channels. As we integrate, we will unlock powerful cross-selling opportunities, expand our offerings and go ever more global. We seek to be the essential companion for every person and community navigating an ever-evolving digital world and we look forward to building this future with you. 2 February 2026 4 For personal use only
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01. Overview 02. Aura 03. Qoria 04. Rationale 05. Investment highlights 06. Financials 07. AXQ Vision Risks Glossary Contents 5 For personal use only
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01. Overview Tim Levy 6 For personal use only
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What is happening Aura and Qoria have entered into a Merger Implementation Deed (MID) under which Aura proposed to acquire 100% of Qoria's shares by way of a scheme of arrangement (Scheme), subject to the satisfaction of a number of conditions Structure & Key Terms ✓ Aura to acquire 100% of Qoria’s shares by way of a Scheme, subject to conditions including Qoria shareholder and court approval, and list on the ASX under the ticker symbol “AXQ”1 ✓ Qoria shareholders will receive 1 CDI2 for every 17.2 ordinary shares of Qoria representing 35% of the issued shares of Aura on a fully diluted basis pre-equity placement discussed below3 ✓ Qoria’s Board of Directors unanimously recommends shareholders vote in favour of the Scheme subject to the standard qualifications4 ✓ The transaction is expected to be value accretive to Qoria shareholders Equity Placement ✓ Binding commitments5 of US$75 million have been received from existing Aura shareholders for an equity placement of CDIs in Aura, which will rank equally with all existing CDIs in Aura after implementation of the Scheme at an expected price of ~A$12.38 per AXQ CDI, which equates to an implied per share price to Qoria of A$0.72 and a ~A$3.0 billion pre-money equity value of the combined business7 ✓ Participants are existing Aura shareholders and include Aura CEO Hari Ravichandran plus Indicative Timetable ☐ Scheme Booklet Dispatch Early May 2026 ☐ Scheme Meeting Early June 2026 ☐ Record Date Mid June 2026 ☐ Implementation Date Late June 2026 ☐ Commencement of Trading Late June 2026 Advisers Qoria: Azure Capital, Stifel, Thomson Geer, Gibson Dunn, Unified Capital Partners, Canaccord Genuity Aura: Jefferies LLC, Herbert Smith Freehills Kramer, Latham & Watkins Overview TRANSACTION OVERVIEW 7 Sources & Notes: (1) AXQ is the proposed ASX ticker code reserved with the ASX for the combined Aura and Qoria group following completion of the merger. (2) CDIs = CHESS Depository Interests. (3) The Exchange Ratio has been calculated assuming ~1,462m fully diluted shares outstanding (FDSO) in Qoria and ~158m FDSO in Aura. In the ordinary course, there may be some movement in the number of FDSO in either company before completion the Proposed Transaction. Any movement will result in an adjustment to the Exchange Ratio such that Qoria shareholders receive Consideration Shares equal to 35% of the combined business on a fully diluted basis before the equity placement. (4) Standard qualifications: there being no Superior Proposal (as defined in the MID) emerging and the Independent Expert concluding (and continuing to conclude) in the Independent Expert’s Report that the Scheme is in the best interests of Qoria shareholders. (5) Subject to conditions similar to those included in the MID. (6) AXQ equivalent equity placement price calculated as A$0.72 * 17.2. The final AXQ equivalent per CDI pricing for the equity placement will be adjusted based on any changes to the Exchange Ratio. (7) Pre-money equity value of the combined business calculated as 1,462m / 17.2 / 35% * A$12.38. For personal use only
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CAPITAL STRUCTURE AT CLOSING Shares on issue ~242m4 subject to final reconciliations at closing Balance sheet5 ~US$65 - 70m cash with expected net debt between nil & US$5m. Group will also have an undrawn debt facility of US$50m Aura Director interests ~25% of proforma securities on issue held by entities associated with proposed Aura Directors have entered lock-up agreements6 Free float and ASX Ranking The transaction is expected to increase free float market capitalisation and improve index relevance, which should elevate the merged entity into the ASX200 Index Overview METRICS & CAPITAL STRUCTURE POST CLOSING FINANCIAL PROFILE Annual recurring revenue1 +US$316m at 31 December 2025 Targeting >20% growth in CY26 Financials Targeting positive free cash flow2 For CY26 (from transaction completion) Valuation AUD$3.0B pre-money equity value3 Equivalent to AU$0.72 per QOR.AX share Equity placement +US$75m binding commitments from Aura insiders Assumes expected price of AU$12.38 per AXQ.AX CDI, which equates to an implied QOR.AX share price of AUS$0.72 per share. Source & Notes: Exchange rate of 1.447 USD to AUD. (1) Annual Recurring Revenue is annualised subscription revenue generated from active contracts, calculated on a recurring basis and excluding one-off or non-recurring items. (2) Free cash flow is operating cash flow plus investing cash flow and lease payments, excluding net interest and business restructure costs. (3) Pre-money equity value of the combined business calculated as 1,462m / 17.2 / 35% * A$12.38. (4) Calculated based on ~1,462m FDSO in Qoria, a 17.2 Merger Ratio and a 35% ownership interest for existing Qoria shareholders in the merged entity before the equity placement. (5) Assumes conversion of convertible debt outstanding. Facility currently held by Aura with Banc of California. (6) Lock-up agreements have been entered by Hari Ravichandran and WndrCo under which they agree, subject to certain exceptions, not to dispose of any securities until after 31 December 2026 financial results are published on the ASX. 8 For personal use only
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Annual Recurring Revenue USD Millions 5Yr CAGR 33% ARR by channel 1 ARR by geography 1 SCHOOLS 32k CY 2025 growth: 9% EMPLOYERS 1.7k CY 2025 growth: 43% AURA X QORIA GLOBAL REACH & SCALE SUBSCRIBERS 1.55m 2 CY 2025 growth: 31% Overview Sources & Notes: Exchange rate of 1.447 USD to AUD. (1) ARR by channel and geography represent unaudited CY 2025 figures. (2) Paying subscriptions. Includes Qustodio plus Aura D2C and Employee Benefits accounts. 9 For personal use only
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Tom Clayton President, Security & SMB Seasoned executive in SaaS, GTM & and operational execution. Current Aura President & COO. Overview EXPERIENCED TEAM; TOP-TIER TECH INVESTORS Peter Pawlowitsch Deputy Chair, Lead Independent Experienced ASX executive and board member. Current Qoria Chair. Hari Ravichandran Chairman Visionary Aura founder, and entrepreneur in technology. Current Aura CEO. Tim Levy Managing Director Proven technology leader and accomplished executive. Current Qoria MD. Sujay Jaswa Non Executive Director One of Silicon Valley’s leading business innovators. Current Aura Chairman. Jeffrey Katzenberg Non Executive Director Entrepreneur and entertainment industry executive, Current Aura Board Member. Matthew Stepka Non Executive Director Leading technology executive, AI industry leader and investor. Current Qoria Board Member. Brian DeCenzo President Highly adaptable executive leader & former Investment banker. Current Aura CFO. Ben Jenkins Chief Financial Officer Experienced financial executive and ASX CFO. Current Qoria CFO. Rekha Singh Chief Technology Officer Experienced CTO in enterprise-grade platforms. Current Aura CTO. Viktorija Miliajeva President, Family Safety World class consumer & digital marketing expert. Current Qustodio CEO. Crispin Swan President, K12 World class enterprise sales executive & leader. Current Qoria COO. Board1 Leaders Investors1 Accomplished leadership and A-grade investors. Founder passion, ASX and industry experience, deep connections. Skin in the game. The proposed combined board is a mix of Aura and Qoria members. An additional board members is to be added prior to closing.2 10 Sources & Notes: (1) All major investors have agreed to voluntary escrow and/or orderly sale terms. (2) Aura will nominate an additional director at a later date. For personal use only
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All-In-One digital safety Helping every child to thrive in their digital life All-In-One digital safety Block scams with Call, Text & Email Protection Secure my data with Password Manager & Vault Protect myself with Identity Protection & Insurance Secure my privacy with Privacy Assistant & VPN Secure my device with Anti Virus Aura Parents Identify risks, support your child’s wellbeing and set guardrails with Aura Parents Family safety & digital wellbeing Protect my Kids with Parental Controls Keep them safe with Location Tracking K12 digital safety & student wellbeing Protect services with Filter & Firewall Deliver safe learning with Digital Classrooms Ensure student safety with Digital Monitoring Drive student wellbeing with Check Ins and Surveys Empower parents with Parental Controls Support learning outcomes with Data Analytics Empower children with Online Safety Education for SMBs Protect my business with BYO Device protections Global Consumer Security Market US$44B 1 +10% CAGR Global Parental Controls Market US$1.6B 2 +11% CAGR Global K12 Safety Market US$3.0B 3 +11% CAGR powered by Aura Intelligence Protect my Assets with Transaction Monitoring 11 Sources & Notes: (1) Consumer security CAGR forecast 2026 - 2031(2) Parental Controls CAGR forecast 2026 - 2034 (3) US K12 Security & Safety CAGR forecast 2026 - 2034. For personal use only
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: AXQ Empowering communities with lifetime digital protection for everything that matters most. powered by Connected Intelligence Protection for Adults Protection for Families Protection for Schools Block scams with Call, Text & Email Protection Secure my data with Vault & Password Manager Protect myself with Identity Protection & Insurance Protect my assets with Transaction Monitoring Secure my device with Anti Virus Secure my privacy with Privacy Assistant & VPN Protect my Kids with Parental Controls Identify risks and support my kids’ wellbeing with Aura Parents Keep my kids safe with Location Tracking Empower parents with delegated Parental Controls Empower the school with Online Safety Education Empower children with Online Safety Courses Support students with Digital Monitoring Support learning outcomes with Data Analytics Protect school services with Filter & Firewall Deliver safe learning with Digital Classrooms Support students with Wellbeing Analytics Secure personal devices with BYO Protections 12 For personal use only
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TOGETHER A UNIQUE OPPORTUNITY EMERGES TO TAKE ON ONE OF THE WORLD’S MOST CRITICAL CHALLENGES US$16.6B 1 lost to internet crimes in 2024 in the U.S. alone. Overview 82% 3 of schools faced a cyber threat between 2023 and 2024. 60% 4 of Californian children reporting mental health disorders. 23% 2 increase in AI related fraud in 2024 alone. Legacy approaches deliver protections in silos creating gaps where harms arise. Together a unique opportunity emerges through our presence in homes, schools and workplaces. Empowering communities with lifetime digital protection for everything that matters most making every adult, every parent and every employer everywhere addressable. Sources & Notes: (1) $16.6B Lost (2) 23% increase in fraud (3) 82% of schools (4) 60% of Californian Children. 13 For personal use only
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14 14 02. Aura Hari Ravichandran | Brian DeCenzo For personal use only
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Founded as iSubscribed 2017 Rebrands as Aura 2019 Aura Suite launch Series F Growth Round @$2.5B post-money valuation (Aura & Pango combined) 2021 Aura Parents launch Life360 investment & partnership Aura for Business launch 2025 2018 Acquires Intersections 2024 Aura & Point Wild (f.k.a Pango) split Aura Standalone Series G Round @$1.6B post-money valuation 2020 Aura merges with Pango 2022 MetLife partnership Parental controls launch AURA OVERVIEW Key milestones Aura was founded by Hari Ravichandran in 2017 following personal experience of digital harms. Aura’s digital safety platform empowers users in our hyper-connected world. Powered by Aura Intelligence, its unified suite of security and wellbeing features transforms cross-context signals into robust protection for every stage of life. Based in Boston U.S.A., Aura has grown rapidly with backing from a world-class board including: ✓ Jim Cash (Harvard) ✓ Brian Chang (Warburg Pincus) ✓ Robert Downey Jr. (Actor) ✓ Sameer Gandhi (Accel) ✓ Sujay Jaswa (WndrCo) ✓ Jeffrey Katzenberg (WndrCo) ✓ Bruce Lev (Loeb Partners) ✓ Trevor Oelschig (General Catalyst) ✓ Hari Ravichandran (CEO, Aura) ✓ Chandler Reedy (Warburg Pincus) Hari Ravichandran Founder & CEO Rekha Singh Chief Technology Officer Tom Clayton President & COO Brian DeCenzo CFO An experienced leadership team Since its founding, Aura has invested >US$400m to build powerful product and AI capabilities and bring the business to scale. About Aura 15 For personal use only
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Spam Call, Text, & Email Protection Privacy & Personal Data Removal About Aura Credit Monitoring & Transaction Alerts Powered by Aura Intelligence, converting cross-context signals into proactive, personalised protection Integrated features deliver superior protection and effortless remediation Family-centric design connects the household with shared visibility and consent controls Real-time updates, access alerts and flags for suspicious activities in credit files. Helps maintain a healthy credit score. ID Theft Protection & Insurance Delivers timely fraud alerts to assist remediation. Reimburses victims of identity theft for eligible losses (such as stolen funds). $5,000,000 In protection for your family and your assets Insurance One-click privacy tools to keep data safe and secure online. ALL-IN-ONE DIGITAL SAFETY - DIGITAL SECURITY Password Manager & Vault Blocks spam calls and offers AI-powered call screening for unknown calls. Provides a summary of screening results on lock screen for unknown number. VPN & Anti Virus Encrypts online activities for safe browsing, shopping, and working. Blocks phishing and scam sites to avoid data theft and malware infections. Securely stores sensitive digital information and passwords. Call screening assistant 16 For personal use only
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Wellbeing Trajectory Launched in 2025, Aura Parents uses intelligent monitoring and alerts to help parents keep their children safe online – without invading trust. Powered by Aura Intelligence, Aura’s proprietary models identify meaningful behavioral shifts and alert parents to potential early warning signs. Backed by six in-house psychologists, Aura’s approach is grounded in scientific research. About Aura Detect Digital Patterns Intervene When It Matters Most Social Interactions Risk Signals Behavior Anomalies Dangerous Ideation AI Chat Alerts Sexual Predation Cyber- bullying ALL-IN-ONE DIGITAL SAFETY - DIGITAL SAFETY 17 For personal use only
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1 in 3 SMBs have been victims of cyber attacks 1 About Aura ALL-IN-ONE DIGITAL SAFETY - AURA FOR BUSINESS + This first-of-its-kind solution for Small & Medium Businesses closes a critical security gap created by widespread – and often necessary reliance on – personal devices for work. ● Full security suite for employees + management layer for MSPs ● Fast to deploy, easy to manage, and adopted by employees ● Fully protects employees’ right to privacy on their devices ● Initial distribution through high-leverage MSP channel Beta now live. Broader launch anticipated in Q2’26. 75% of SMBs outsource IT to MSPs 2 There are ~40k MSPs in the U.S Sources & Notes: (1) Microsoft and Bredin SMB Cybersecurity Report based on 2024 survey of 2,000 U.K. and U.S. SMBs. (2) MSP Launchpad, “How Big is the MSP Market?” 2024. 18 For personal use only
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Category-Leading 1 Expert-Endorsed Award-Winning 2 Highly-Rated 3 Avg. fraud alert speed Fraud alerts delivered Aura 3 mins 100% Norton 554 mins 100% McAfee 696 mins 72% Allstate 923 mins 92% Identity Force 1,995 mins 88% Aura is a more complete solution… It’s a better option for a family who needs a range of coverage. Wall Street Journal, Personal Tech Column April 2025 “ 2025 Best Family ID Protection Best Value ID Protection 20252025 Best Family ID Protection 2025 NATIONAL PSA CAMPAIGN WINNER ONLINE SAFETY FOR CHILDREN About Aura TRUSTED BY EXPERTS. LOVED BY CONSUMERS. Sources & Notes: (1) Results based on a 2025 mystery shopper study conducted by ath Power Consulting. ath Power Consulting was compensated by Aura to conduct this study. (2) CNBC ranking as of January 2026. Forbes ranking as of September 2025. Business Insider ranking as of May 2025. CNBC, Forbes, & Business Insider may be compensated as a marketing affiliate of Aura, but their ratings are all their own. National PSA campaign awarded by World Impact Productions in April 2025. (3) Apple & Google Play app store ratings as of 6 January 2026. 19 For personal use only
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Metlife partnership (Partner) 1 Exclusive partnership offering Aura through U.S. employee benefits. MetLife is a global benefits leader servicing >55k employers - including >80% of the Fortune 500 - and 50m U.S. employees and their dependents. 1.7k employers currently offer Aura as a benefit to employees. About Aura RAPID GROWTH, PROVEN CHANNELS Performance Marketing (D2C) Typical high velocity direct to consumer performance marketing channel through search, social, web and AI platforms. Affiliates & influencers (D2C) Referral partner and endorsers. Includes 20+ Digital Parenthood Partners and major digital technology magazines. Managed service providers (Partner) 2 New channel offering BYO device protection for SMBs. No direct competitor. ~80% of employees desire identity protection as a workplace benefit. Annual Recurring Revenue 3 USD Millions 5Yr CAGR ~35% Total Subscribers 5 Thousands 5Yr CAGR ~38% Total D2C 95% Net Revenue Retention 4 1.15m Subscribers 90% Net Revenue Retention 773k Subscribers 109% Net Revenue Retention 379k Subscribers Employee Benefits Direct to Consumer 40k MSPs servicing U.S. businesses. 75% of SMBs utilise MSPs. 1 in 3 SMBs have experienced a cyber attack. Employee Benefits Employee Benefits & PartnerDirect to Consumer Sources & Notes: Company data as of December 2025. (1) MetLife Q2’25 Corporate Fact Sheet; MetLife 2024 Employee Benefits Study; 1.7k includes employers accessed through MetLife and legacy employee benefits customers. (2) Microsoft and Bredin SMB Cybersecurity Study 2024, MSP Launchpad. (3) ARR defined as: (D2C GAAP Revenue/days in month x 365) + (Partner GAAP Revenue x 12). (4) Reflects blended net revenue retention across D2C and Employee Benefits. (5) Total subscribers includes Direct to Consumer subscribers and Employee Benefits subscribers. An additional ~543k users have access to the Aura product through the broader Aura Partner business. 20 For personal use only
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About Aura DIRECT-TO-CONSUMER - SUBSCRIPTION TYPES Individual 1 adult & 10 devices US$12/mo billed annually, or $15/mo billed monthly ● Identity Theft Protection ● $1M Identity Theft Insurance ● 3-Bureau Credit Monitoring ● Instant Credit Lock ● Home & Auto Title Monitoring ● Financial Transaction Alerts ● Antivirus, VPN, Password Manager ● Personal Data Removal ● Unused Digital Account Cleanup ● 24/7 Customer Support ● U.S. Based Expert Fraud Remediation Aura Parents Unlimited kids & devices US$10/mo billed annually, or $13/mo billed monthly Online Wellbeing: ● Day & Night Online Activity Overview ● Social Interactions ● Personalised Recommendations Parental Controls: ● Content Filtering & Site Blocking ● Screen Time Limits & Scheduling ● Pause the Internet Safe Gaming with Bullying & Predator Alerts: ● Cyberbullying & Predator Alerts for Gaming ● In-game Voice & Text Monitoring ● Weekly Gaming Activity Report Couple 2 adults & 20 devices US$22/mo billed annually, or $29/mo billed monthly ● Identity Theft Protection ● $2M Identity Theft Insurance ● 3-Bureau Credit Monitoring ● Instant Credit Lock ● Home & Auto Title Monitoring ● Financial Transaction Alerts ● Antivirus, VPN, Password Manager ● Personal Data Removal ● Unused Digital Account Cleanup ● 24/7 Customer Support ● U.S. Based Expert Fraud Remediation Family 5 adults, unlimited kids & devices US$32/mo billed annually, or $50/mo billed monthly ● Family & Child Identity Protection ● $5M Identity Theft Insurance ● 3-Bureau Credit Monitoring ● Instant Credit Lock ● Home & Auto Title Monitoring ● Financial Transaction Alerts ● Antivirus, VPN, Password Manager ● Personal Data Removal ● Unused Digital Account Cleanup ● All Aura Parents features ● AI Spam Call & Message Protection ● 24/7 Customer Support ● U.S. Based Expert Fraud Remediation Aura’s digital security solutions are delivered through one-year, two-year and monthly subscriptions across Family, Couple, and Individual plans. Select features are available on a standalone basis to introduce new users to the platform. 21 For personal use only
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109% Net Dollar Retention 3 EMPLOYEES select benefits during open enrolment EMPLOYERS select desired benefits BROKERS evaluate and pitch productsLEGAL Employees offered benefit bundle of Aura + legal insurance. FEDVIP Federal government workers offered benefit bundle of Aura + dental and vision coverage. STANDALONE Employers offer Aura to employees through HR system. Employer-paid or employee-paid through payroll deduction. Largest channel. EMPLOYEE BENEFITS - METLIFE PARTNERSHIP Huge Opportunity Exclusive partnership with a global leader in employee benefits. Metlife serves >55k U.S. employers - including >80% of the Fortune 500 - and 50m employees and their dependents. 1 Distributed 3 Ways How it Works AURA enables MetLife to sell METLIFE engages with brokersWin-Win Aura’s differentiated product strengthens MetLife’s portfolio. ➔ ~80% of employees desire identity protection as a workplace benefit. 2 Aura activates trusted, at-scale distribution. 1.7k employers offer Aura as a benefit 3 Sources & Notes: (1) MetLife Q2’25 Corporate Fact Sheet. (2) MetLife 2024 Employee Benefits Study. (3) Aura Employee Benefits metrics as of Q4’25. Includes MetLife book of business and legacy employee benefits customers acquired before MetLife partnership. About Aura 22 For personal use only
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Sources & Notes: Growth rates are YoY. (1) ARR defined as D2C GAAP Revenue/days in month x 365) (2) Subscribers and Employers are as of end of period. (3) ARPU includes mix of two-year, one-year and monthly plans, annualized. (4) Revenue retention shown is the reported result for the last month in the period. (5) Payback period is calculated by dividing the average customer acquisition cost over the period by the average net monthly ARPU for that period. (6) Partner segment ARR defined as end of period GAAP Revenue x 12. 23 About Aura | Key Metrics Key Metrics US$ Jun Half 2024 Dec Half 2024 Jun Half 2025 Dec Half 2025 Direct to Consumer ARR1 $93m $112m ↑37% $124m ↑34% $148m ↑32% Subscribers2 480k 601k ↑50% 674k ↑41% 774k ↑29% Cost of Acquisition $213 $189 $209 $196 ARPU Annual3 $200 $197 $187 $188 Retention4 80% 77% 79% 90% Payback Period (Months)5 16 15 17 17 Partner (inc Employee Benefits) Employee Benefits ARR (Gross)6 $35m $36m ↑63% $44m ↑28% $47m ↑32% Net Revenue Retention 110% 121% 110% 109% Employers (Logos) 1,128 1,220 ↑54% 1,616 ↑43% 1,746 ↑43% Subscribers 240k 255k ↑75% 362k ↑51% 379k ↑49% Commission Rate 47% 48% 48% 48% Other Partner ARR (Gross) $15m $18m ↑28% $19m ↑25% $21m ↑16% Total ARR $142m $166m ↑41% $187m ↑32% $216m ↑30% Subscribers 720k 856k ↑56% 1.04m ↑44% 1.15m ↑35% For personal use only
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24 03. Qoria Tim Levy 24 For personal use only
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QORIA OVERVIEW Qoria was founded by Tim Levy, Ben Trigger & Crispin Swan following personal experiences as parents in the digital age. Launched and listed on the ASX in 2016, today Qoria is a global leader in student safety & digital wellbeing; supports 32 thousand schools and 9 million parents to protect 30 million children. K12 Student safety & Digital wellbeing Qoria’s K12 solutions are sold globally with core operations in the U.S., UK, Australia & New Zealand. These solutions are offered directly but mostly through a large channel of tech reseller partners. Consumer Parental controls & Digital wellbeing Qoria’s consumer offering is called Qustodio and has customers in more than 100 countries. Qustodio is sold direct and through and uniquely is integrated into Qoria’s K12 platform, offering significant cross-sell and brand benefits. About Qoria 25 For personal use only
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About Qoria QORIA TIMELINE - BUILDING THE QORIA PLATFORM 2016 2017 Family Zone parental controls launched Family Zone listed on the ASX 2020 2021 2022 2023 Smoothwall merger for critical mass and to add Monitor Linewize acquired to add Student Safety to the ecosystem ySafe acquired to add cyber Education into the ecosystem NetRef acquired to add advanced class controls Qustodio merger to deliver focus on consumer safety ei acquired to add student wellbeing capability 2024 Octopus BI acquired for K12 analytics capability 2025 Family Zone re-branded as Qoria on the ASX. Qoria reaches positive EBITDA Listed in 2016, Qoria embarked on a deliberate strategy to develop a world leading student safety & digital wellbeing platform. This strategy has included strategic acquisitions, the development of a global footprint and expansion through partners. Today Qoria protects around 40% and 20% of UK and U.S. students respectively and 30m1 children globally. 26 Sources & Notes: (1) 30m children is the total of the K12 businesses 17m students and Qustodio’s 9m accounts, assuming 1.4 children per account. For personal use only
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About Qoria QORIA PLATFORM - UNIFYING SCHOOL & HOME SAFETY K12 Student Digital MonitoringK12 Classroom Management ✓ Screen visibility ✓ Policy control ✓ Screen focus ✓ Student reports ✓ Courses K12 Digital Safety & Security ✓ True hybrid deploys ✓ Web plus realtime media & text filters ✓ Safety alerts ✓ Firewalling Comprehensive safety solution sold into a compliance driven & funded segment. Fully saturated in all markets. Comprehensive solution for teachers to manage digital learning. Saturated market in US and emerging elsewhere. ✓ Realtime device & cloud activity scans ✓ Human in the loop moderation and escalation Comprehensive solution sold into a segment exploding with concerns around physical safety & mental health. Relatively new category with US & UK market . Qustodio Parental ControlsK12 Data AnalyticsK12 Online Safety Education ✓ App usage analytics ✓ App licensing management ✓ App security & privacy scanning ✓ Online Safety Hub ✓ ySafe Education ✓ Online Safety Courses ✓ Freemium Qustodio Unique suite of education services and tools provided to upskill school communities. Adopted in some form by the majority of Qoria school clients. Take-up of Qustodio Freemium is growing rapidly. Comprehensive solution for educators to manage and monitor app usage for compliance, efficiency and better outcomes. An emerging category in a multi-billion dollar data analytics market. Qoria entered the segment in 2025. Web filtering, time limits, social media monitoring, location tracking, geofencing and more. World leading parental control tool sold into a growing segment. Unique integration into Qoria’s K12 solution for parent handoff supporting K12 sales, brand building and consumer referrals. K12 Student Wellbeing ✓ Student check-ins ✓ Gratitude ✓ Anonymous surveys ✓ Wellbeing heatmaps and programs Innovative solution in an emerging wellbeing category. Our platform has been developed based on Qoria’s Student Safety & Wellbeing Framework. 27 For personal use only
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Commercial Partners 27% Churn 400k Subscriptions 34% ARR Growth4.1 L TV/CAC About Qoria CONSISTENT GROWTH - PROVEN MOTION K12 Student safety & Digital wellbeing High performing sales teams in US, UK, Australia and New Zealand. International school sales managed in Spain. Growing state deals and MSP partners and preferred provider in Texas, Ohio and Pennsylvania. ✓ +20% of US students1 ✓ +40% of UK students1 ✓ +285 resellers globally2 Low churn (5.5%) and an expanding product footprint is contributing to strong ARR growth. Consumer Parental controls & Digital wellbeing Qustodio is a performance driven global consumer SaaS business with a diversified & global acquisition strategy. Qustodio has a presence in both paid and organic acquisition channels. This is complemented by a telco channel with 5 major resellers, with Qustodio delivering a total of 400K paid subscribers and US$21m of ARR. Consumer K12 106% Net Revenue Retention 32k Schools 25% ARR Growth 17m Students Annual Recurring Revenue USD Millions 5Yr CAGR ~29% Schools Thousands 5Yr CAGR ~14% 28 Sources & Notes: Unaudited Company data as of December 2025. ARR converted to USD using end of period FX rates. Net Revenue Retention calculated based on Expiring ARR Values. ARR is inclusive of reseller commissions. Churn calculated based on Opening ARR Values. (1) Based on the number of students at Qoria contract Schools compared to total students in those countries. (2) Total number of active Qoria resellers. For personal use only
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29 04. Rationale Hari Ravichandran | Brian DeCenzo For personal use only
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TRANSFORMATIONAL MERGER GENERATING BENEFITS FOR ALL STAKEHOLDERS Rationale Accelerates offerings and expansion into Family Safety Adds highly strategic & complementary K12 channel Supercharges capability with Aura Intelligence Increases value into the home (4X ARPU) Solves the TAM age-out problem in online safety STRATEGIC Creates scale, with growth and operating leverage US$75m equity placement to solidify balance sheet Accelerated free cash flow with cost outs and synergies expected Distribution and cross sell unlocks large revenue synergies Opens up new markets (global) and segments Infusion of AI into our platforms creates broader data surface area Connected Intelligence enables “whole-life” protection Scale, presence, strategic and regulatory relationships enable advocacy and change FINANCIAL IMPACT 30 For personal use only
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LEVERAGE existing products and channels Activate interlocking channels Leverage product synergies Cross and upsell 01. EXPAND product set with innovation AI capability drives velocity Connections drives unique features 02. EXPAND into global markets Leverage Qoria global footprints Immense enterprise, partner and consumer opportunities 03. Enhance K12 Student Monitoring with Aura Intelligence Enhance Family Safety by unifying Aura and Qustodio Enhance Family Safety with Qoria datasets Launch Aura Digital Security outside of the U.S Market Security and safety bundles into states, telcos and MSPs Take Aura’s SMB distributed Small Business security offering global Offer digital security to Qoria’s 9 million accounts Add Aura endpoint security to K12 security offerings Create a security offering for K12 staff including BYO protection MUL TIPLE LEVERS FOR SUSTAINED GROWTH & IMPACT Rationale 31 For personal use only
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ENTER or create new segments Expanded Partner mandate Enterprise and telco bundles Trust unlocks e.g. Seniors 04. Make the IMPACT the world needs Through scale, innovation advocacy, government relations and thought leadership 06. Overhead & efficiencies Elimination of duplicate technologies Consolidation of global teams Efficiencies in customer acquisition costs Rationalisation of providers M&A into growth, markets and synergies Digital safety technology is ready for consolidation with sub-scale and local providers 05. MUL TIPLE LEVERS FOR SUSTAINED GROWTH & IMPACT Rationale 32 For personal use only
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05. Investment highlights Tim Levy 33 For personal use only
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01. TAM & TAILWINDS 02. DIFFERENTIATED 03. SYNERGIES 04. SCALED TO WIN A TRANSFORMATIONAL MERGER THAT WILL MEET THE MOMENT +US$120B market1 Massive security & safety markets with double digit growth (see next page) Tailwinds Accelerating risks driving need, awareness, funding and regulations Feature advantages Substantial feature depth and innovation provides a solid moat Unique GTM Motions Unique school/home, SMB and employer market motions Aura Intelligence Powerful AI platform fueling differentiated protection Cost efficiencies Substantial cost efficiencies anticipated achievable through scale & overlaps Cohesive product portfolio A vast portfolio of cohesive products to cross sell Multiple entry points A vast range of entry points for relationships to drive lifetime value Cost effective marketing Relationships for referrals, amplification and efficient acquisition Massive installed base Day 1 opportunity of over 9m accounts; 100+ countries for Xsell & expansion M&A & unification Demonstrated experiences in M&A and integration at scale Accomplished team Strong and experienced board & leadership with skin in the game Global footprint Substantial customer and channel footprints in key global markets Investors Global, best-in-class institutional backing Strong financial profile Strong balance sheet, growth and financial profile Investment Highlights Sources & Notes: (1) Refer to page 35. 34 For personal use only
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TAM & Tailwinds COMBINED OFFERINGS WILL OPEN UP LARGE MARKETS with accelerating needs, growing funding and regulations US$44B 10% CAGR Identity, data & device and scam protection Consumer Security 1 US$1.6B +11% CAGR Content filtering, digital wellbeing family locator Family Safety 2 US$3.0B +11% CAGR FIltering, digital classrooms and student safety K12 Student Safety 4 US$67B +18% CAGR Cloud, endpoint, network, application and data security K12 Cybersecurity 3 US$4.5B 10% CAGR Including cloud, endpoint, network and data SME Managed Security 5 US$120B Total of all markets Sources & Notes: (1) Modor Intelligence Global Consumer Security Market report estimates global market at US$44B with a CAGR of 10% from ‘26 - ‘31. Encompasses the $15B identified in Fortune Business Insights Identity Theft Protection Services Market report. (2) Fortune Business Insights Parental Control Software Market report estimates global market at US$1.6B with a CAGR of 11% from ‘26 - ‘34. (3) Market.US report on Global K12 Cybersecurity estimates global market at $67B with a CAGR of 18% from ‘25 - ‘34. U.S. market estimated at US$25B. (4) No independent research. Management estimates a market of US$1.5B across EU, U.S., UK and ANZ. Doubling for a global estimate of US$3B. Assumed CAGR equivalent to Family Safety. (5) Grand View Research Managed Security Services Market Estimates the global managed security services market at US$28 B with a 15% CAGR from ‘23 - ‘30. Management estimates ~15% of this market relates to MSP managed SME security services ie US$4.5B. 35 For personal use only
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TAM & Tailwinds STRUCTURAL FORCES DRIVING A GENERATIONAL SHIFT Harm is now systemic across the entire community US$16.6B lost to internet crimes in 2024 in the U.S. alone1 55% of parents say online safety is their top concern2 AI & convergence favours scaled & trusted platforms Boundaries between work, home and school have collapsed 95% of parents want schools to provide wellbeing insights4 End-to-end coverage Consumer + Employer + Family + School AI with governance Detection + insights + humans in the loop + ethical frameworks Trust and authority Established trust with school systems and parents ⬆ Media + ⬆ regulation + ⬆ funding Home Family School Work CommunityRegulatory 1 in 6 children experience cyberbullying3 78% of workers are remote or hybrid6 88% of public schools give every student a learning device5 84% of workers access corporate systems on personal devices7 36 Sources & Notes: (1) FBI, “2024 Internet Crime Report,” April 2025. (2) ECPAT, November 2024. Reflects findings from survey of 2,644 EU parents. (3) World Health Organization, “One in six school-aged children experiences cyberbullying,” March 2024. (4) National PTA, July 2024. Reflects findings from Edge Research survey of 1,415 K-12 parents and guardians. (5) National Center for Education Statistics, “School Pulse Panel,” February 2025. (6) Gallup, “Hybrid Work Survey,” 2025. Includes U.S. employees with remote-capable jobs. (7) Cisco, “AI Readiness Index,” 2025. Reflects use of “unmanaged,” non-work devices. For personal use only
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AURA X QORIA WILL FEATURE DEPTH & INNOVATION provide advantages out of the gate compared to select peers K12 Cybersecurity K12 Student Safety K12 Data Analytics Parental Controls Family Locator Consumer Device Security Identity Protection VPN & Data Protection Scam & Financial Protection BYO Protection / SMB Aura & Qoria GoGuardian Lightspeed Securly Ativion Norton McAfee Life360 ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ powered by Connected Intelligence Differentiated ✓ Sources & Notes: Based on a desktop analysis of these companies websites performed by management at January 2026. 37 For personal use only
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Employee Benefits 1 EMPLOYERS 1.7K+ Currently promoting Aura AURA X QORIA WILL LEVERAGE UNIQUE ‘CONNECTIONS’ innovative motions for efficient acquisition, referral and cross sale Aura for Business Qoria School Community + 40k MSPs in the U.S. and 75% of SMBs outsource IT to an MSP 2 Aura has a unique and exclusive partnership with MetLife for distribution to consumers through employers as an employment benefit. MetLife is a global benefits leader servicing >80% of Fortune 500 companies, 55K employers and 50m U.S. employees and their dependents. EMPLOYEES 379K Active enrolled users ~80% of employees desire identity protection as a workplace benefit ~20% of Qoria’s U.S. schools are engaged and typically +20% parents sign up Qoria Community enables schools and parents to share data and control of school managed devices. ● Empower parents to set their own rules ● Free control of school & personal devices ● Proven reductions in harms and toxicity ● Upgrade to advanced protections and wellbeing This first-of-its-kind solution for Small & Medium Businesses closes a critical security gap created by widespread – and often necessary reliance – on personal devices for work. ● Security suite for employee personal devices ● Management layer for MSPs ● Protects business data and employee privacy ● Distribution through incentive-driven MSPs Beta now live. Broader launch in Q2’26. NET $ RETENTION 109% For Employee Benefits business Differentiated Sources & Notes: (1) MetLife Q2’25 Corporate Fact Sheet; Aura Employee Benefits metrics as of Q4’25. Includes MetLife book of business and legacy employee benefits customers; MetLife 2024 Employee Benefits Study; (2) Microsoft and Bredin SMB Cybersecurity Study 2024, MSP Launchpad. 38 For personal use only
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Connected Intelligence will deliver a predictive, personal and autonomous digital safety experience. The integration of Aura and Qoria will ignite an AI multiplier. World class AI capability with the bridge between home, family, school and work, Connected Intelligence will close the gaps and empower the community with the choices and insights they need. Aura Intelligence underpins Aura’s security, safety and wellbeing features. This powerful AI platform continuously analyses patterns in activity, detects emerging threats and identifies behavioral shifts that may signal risks or learning opportunities. CONNECTION + AURA INTELLIGENCE a powerful AI platform built for complex digital environments Differentiated Sources & Notes: Reflects conceptual UI; not representative of live product features. 39 For personal use only
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Scaled to Win AURA X QORIA STRONG TRACK RECORDS IN M&A Linewize acquired in 2017 as is now the core of Qoria filter and classroom managerAura and Qoria have a strong track record of successful M&A to build out capability and access talent. Notably, Qoria has a demonstrated ability to grow globally through acquisition, to cross sell across acquired operations and develop a positive culture and engaged workforce. ySafe acquired in 2020 to add content and educational capability into the Qoria ecosystem NetRef acquired in 2021 to add capability into our Classroom manager Smoothwall acquired in 2021 to create a global footprint and enter the Digital Monitoring segment Qustodio acquired in 2022 to integrate world leading parental controls into the Qoria platform Educator Impact acquired in 2023 to student engagement and wellbeing analytics capability OctopusBI acquired in 2024 to data analytics, AI and data integrations into the Qoria ecosystem Intersections Inc acquired in 2019 to providing the backbone for identity product Pango acquired in 2020 to add endpoint internet security. Divested in 2024 Figleaf acquired in 2020 to bolster breadth of cybersecurity offering PrivacyMate acquired in 2020, expanding reach into privacy solutions Circle acquired in 2021 to add parental control capability to the Aura platform 40 For personal use only
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06. Financials Ben Jenkins The following provides a summary of the groups financials and profile on merger. Full financial details will be provided in the disclosure documents anticipated through the transaction. 41 For personal use only
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42 Financials BALANCE SHEET The merger of Aura and Qoria, combined with a committed US$75m equity placement3 will create a scaled group with a strong balance sheet and backing. FINANCIAL PROFILE Net debt Net debt at close of ~US$0 - $5m Closing cash ~US$65 - $70m Closing debt ~US$70m Closing cash is net of equity placement proceeds and estimated deal costs Debt facilities The group currently has 3 debt facilities. Potential to rationalise these facilities in CY2026.1 ● Qoria: AshGrove facility US$35.8m at 31 December 2025, expires June 2028 ● Aura: Banc of California US$50m undrawn, expires February 2028 ● Aura: General Catalyst factoring facility, $US49m at 31 December 20252 Cash flow profile The group targets being free cash flow positive in CY2026, from transaction completion. The pie chart left shows the cash collections profile of the merged group based on CY2025 collections. Cash Collections by Quarter Sources & Notes: Free cash flow is operating cash flow plus investing cash flow and lease payments, excluding net interest and business restructure costs.(1) Such plans are preliminary and subject to certain assumptions and factors, many of which are outside our control and may be subject to change. Assumes conversion of convertible debt outstanding. Conversion of convertible debt applies to Net debt as well as Debt facilities.; (2) Working capital facility with repayment matched to cohort cash collection. Facility can be drawn until 30 September 2026, after which date it is repaid as cohort cash collections are realised. (3) Subject to conditions similar to those in the MID. For personal use only
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43 Financials KEY FINANCIAL INFORMATION and pathway to free cash flow Aura has grown rapidly with investments in product innovation, branding and acquisition. ARR CAGR over 5 years ending CY25 exceeds ~35%. The merger of Aura and Qoria is expected to create immediate critical mass and allow for an acceleration to free cash flow and profit. Targeted cost reductions have been identified which along with expected strong growth is expected to bring the group to free cash flow positivity in CY2026, from transaction completion. ‘Cost outs’ are expected to include reductions in overheads of +US$25m, brand and ancillary costs of +US$10m and performance marketing of +US$20m. Additional cost synergies from merger are anticipated over time along with revenue synergies discussed in previous pages. The chart on the right compares the combined group’s costs in 2024 and 2025 against reported revenue net of sales commissions. The CY2025 Adj column reflects planned cost reductions and has been compared to 31 December 2025 Exit ARR (net of commissions) as a comparable for forward revenue. It is highlighted that group reported revenue for CY2026 is estimated to exceed December 2025 ARR. KEY METRICS USD Millions - CY2025 Aura Qoria Combo Open ARR $166 $82 $248 Exit ARR $216 $100 $316 Collections $211 $79 $290 Statutory Revenue $193 $85 $278 > Net of commissions $154 $73 $227 Gross Margin 71% 82%1 74% Conversion ratios > Revenue / Open ARR 116% 104% 112% > Collections / Open ARR 127% 96% 117% 31 Dec 2025 Exit ARR (Net of Commissions) Sources & Notes: (1) Qoria Gross Margin is excluding customer acquisition cost (CAC). (2) Free cash flow is operating cash flow plus investing cash flow and lease payments, excluding net interest and business restructure costs. For personal use only
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44 07. AXQ Vision For personal use only
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45 The Problem TODAY’S FRAGMENTED SAFETY SOLUTIONS ARE FAILING Legacy tools see people in fragments - parent, employee, student. But risk knows no bounds, accumulating across every dimension of life. Common scenarios include: ● Expensive enterprise grade school security tech is bypassed by personal devices and hotspotting ● Businesses are exposed by staff using unsecured personal devices to access to their data ● Banks alert you of suspicious activity but leave you to deal with compromised passwords and devices ● Children are monitored for bullying at school, but vulnerable in their bedrooms ● Parental controls are available to protect your children but not your parents Why hasn't someone solved this yet? Legacy technology and commercial models are meeting rapid technical and regulatory change. Legacy technology & solutions Incumbents built point solutions years ago. Their architectures can’t support user-opt in/out or real-time cross context data sharing without massive rewrites. Different buyers & GTMs Schools buy from edtech vendors. Parents buy consumer apps. Employers buy through benefits. Three completely different sales motions and pricing models. Privacy & consent minefield FERPA for schools, COPPA for kids, GDPR for consumers. Conflicting regulations and consent requirements. School, home, work centricity Cyber players stick to particular market domains and are limited by a ‘perimeter mindset’. FERPA For personal use only
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Connected Intelligence. THE SOLUTION In a hyper-connected world, protection requires continuous understanding. Coupling Aura Intelligence with Qoria’s community ecosystem, will create Connected Intelligence to close gaps and empower families. With +25B data points from home, school, and work fueling our powerful AI engine, we will unlock unified protection for every dimension of digital life. 46 Sources & Notes: Reflects conceptual UI; not representative of live product features. For personal use only
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Sources & Notes: Reflects conceptual UI; not representative of live product features. The Solution THE POWER OF CONNECTED INTELLIGENCE Today at 12:33PM Good morning Steven. Your family Devices and Data are protected. What can I help you with today? Today at 12:33PM Ajax Co has asked you to set up Aura Employee Safety. Setup Today at 12:33PM Boston County College has launched Aura Family which lets you manage Sarah’s Chromebook after school. Setup Today at 12:33PM We've detected suspicious activity on your credit card. We have instructed your bank to suspend your account. Critical Today at 12:33PM Sarah has searched for something concerning on her Chromebook. Review Connected Intelligence will drive cross sell Connected Intelligence will enable unique interventions 47 For personal use only
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48 Our Vision Connected Intelligence to empower communities Parents School Safety School Admin Adult Aura & Qoria will offer holistic protections for schools, families, and employers. Sources & Notes: Reflects conceptual UI; not representative of live product features. For personal use only
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49 The Solution BUIL T ON AN AI PLATFORM THAT ALREADY WORKS Today, Aura Intelligence delivers a personalised and more autonomous digital safety experience. Aura Intelligence already continuously analysing patterns to detect emerging threats and behavioral shifts Alert Resolver leverages AI to streamline decision-making and help automate remediation. For Parents, Aura’s AI drives notifications for when a child starts a conversation with a high-risk AI app and alerts parents of other risky behaviors. Alert resolver for unusual transactions Risk signal insights AI chat modalities For personal use only
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Questions. THANK YOU. For personal use only
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Key Risks – Risks that are Common to Both Qoria and Aura Key Risk Summary Commercialisation strategy execution risks The success of a Merger Party's operations relies on consumers subscribing to the Merger Party's consumer services through both retail and wholesale distribution channels. The number of users/subscribers is crucial for each Merger Party to generate income and revenue. A slower or reduced uptake in both retail and wholesale subscriber numbers will affect a Merger Party's earnings ability, resulting in an adverse impact on that Merger Party's financial performance and position. Regulatory risks Both Merger Parties may be affected by changes to government policies and legislation, including those relating to technology, data security and privacy, taxation, the regulation of trade practices, competition, or other legal or regulatory changes which could impact the structure and/or operations of each Merger Party’s business. The Merger Parties provide various services. Amongst other things, the Merger Parties' services involve controlling and monitoring online activity in the classroom and at home. Such services are subject to consumer, data protection and privacy laws in many jurisdictions. There is a risk that key markets may change laws in areas which may impact a Merger Party's ability to innovate, to trade or may create unexpected costs. A Merger Party may be subject to other laws in jurisdictions in which it plans to operate and the applicable laws may change from time to time. Given both Merger Parties operate in a regulated environment, the Merger Parties are inherently exposed to the risk of non-compliance with applicable laws and regulations (which may be inadvertent). The failure of a Merger Party to comply with any applicable laws and regulations may lead to negative publicity, claims by third parties, enforcement actions by regulators (including regulatory and judicial orders that may lead to a cessation or curtailing of operations) and potential civil or criminal fines or penalties. This may require changes to a Merger Party’s business model or operations which may increase cost or impact on their ability to generate revenue and could result in a material adverse effect on a Merger Party’s operations and financial performance, reputation or competitive position. This Key Risks section includes details of the key risks attaching to the Proposed Transaction. Whilst the majority of the following risks affect both Qoria and Aura (each a Merger Party), certain elements of the risks, should they eventuate, could affect each standalone business differently, and not necessarily in a proportionately equivalent way. These risks, should they eventuate, may affect the future strategy, operating and financial performance of each Merger Party, and following completion of the Proposed Transaction, the merged group (Merged Group). The key risks are not set out in any particular order and do not constitute an exhaustive list of all risks involved. Additional risks and uncertainties that Qoria is unaware of, or that it currently considers to be immaterial, may also become important factors that adversely affect its strategy, operating and financial performance. You should note that the occurrence or consequences of some of the risks described in this section are partially or completely outside the control of the Merger Parties, their directors and senior management. Investors should consider their individual circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making an investment decision. 51 For personal use only
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Key Risk Summary International business risks The Merger Parties have operations internationally, notably in the USA, Canada, UK, Europe, Australia and New Zealand. Particularly in relation to Qoria, wherever it sets up operations it is exposed to a range of multi-jurisdictional risks such as risks relating to labour practices, environmental matters, difficulty in enforcing contracts, changes to or uncertainty in the relevant legal and regulatory regime (including in relation to taxation and foreign investment and practices of government and regulatory authorities) and other issues in foreign jurisdictions in which it operates. Businesses that operate across multiple jurisdictions face additional complexities from the unique business requirements in each jurisdiction. A failure to comply with any of the multitude of requirements across jurisdictions could adversely impact the Merger Party's operations, and financial performance and prospects. Competition risks The Merger Parties operate in highly competitive environments which could become more competitive in the future including from actions from both new and existing competitors. Increased competition may make it difficult for the Merger Parties to compete and win new customers, as well as retain existing customers. This could adversely impact the Merger Parties’ ability to generate sales, lead to a loss of market share and cause a decline in profitability. This could also adversely affect the Merger Parties’ ability to negotiate favourable contract terms with customers and existing suppliers. Competition arises from a number of sources including companies with greater capital resources. The Merger Parties' competitors include telecommunication companies, internet companies and computer software and hardware manufacturers. The performance of both Merger Parties could be adversely affected if existing or new competitors limit their subscriber growth strategy through aggressive marketing, and improving or expanding their competing product and service offerings. Should the services sought by a Merger Party's existing or prospective customers change over time and should that Merger Party be unable to accommodate such changes due to existing technology choices, then that Merger Party's products and services may be rendered uncompetitive which could materially adversely affect the business, operating results and financial prospects. Information technology security & privacy risks The Merger Parties provide a range of products and services to its customers that are reliant on digital technology. As with any digital services, there are inherent risks in terms of confidentiality, privacy, regulatory compliance, integrity and availability of technology which cannot be entirely mitigated. While much of each Merger Party's technology is built in-house, their platforms also utilise and run third party technology and software. To protect these systems and the data they house, a Merger Party works closely with industry leading security partners, invests in industry standard frameworks & controls, and employs both internal and external security teams. Despite this investment, there is a risk that a Merger Party or one of its suppliers is subjected to technological, security or privacy failures such as a breach, data loss, corruption or theft. By way of example, a suppliers’ systems could be subject to a malicious attack resulting in a downstream compromise of services or data, impacting a Merger Party's customer networks or customer data. Such events could also result in some or all services being temporarily or permanently disrupted, the loss of intellectual property and the imposition of regulatory fines which may negatively impact a Merger Party's reputation and performance. 52 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Liquidity & funding risks Effective liquidity management is imperative to meet the Merger Parties’ ongoing funding requirements, manage working capital and execute their overall individual business strategies. Poor or inefficient management of its liquidity risk could adversely affect a Merger Party’s operations and financial performance. In the future, a Merger Party may require new or additional funding, via either debt or equity. A Merger Party’s ability to secure funding at the appropriate time will depend on the amount of funding required, the performance and future prospects of its business, and a number of other factors prevailing at that time (e.g. interest rates, and economic and debt market conditions). There is no assurance that the required funding will be secured at all or on acceptable terms and in the timeframe required, which may constrain the relevant Merger Party’s business operations (for example by preventing investment in growth or to respond to competitive pressures). Other potential risks to a Merger Party associated with financing arrangements include breaching debt covenants, incurring increased borrowing costs (for example, if interest rates rise) or not being able to meet financial commitments when they fall due, as well as the detrimental financial impact on their business from the sub-optimal use of capital and the potential adverse reputational impact from suppliers or creditors. In addition, poor liquidity management may impact upon a Merger Party’s strategic flexibility – for example, the Merger Party’s ability to execute on its strategic goals by taking advantage of favourable opportunities as they arise, or its ability to adapt to changing market conditions, invest in innovation, or pivot in response to competitive pressures. This lack of strategic flexibility can hinder long-term growth and competitiveness. Inadequate IT infrastructure & systems Both Merger Parties rely heavily on IT infrastructure and systems to manage their respective businesses, including their compliance with various regulatory, legal and tax requirements. These systems include management software, enterprise resource planning systems, data analytics, e-commerce systems, computer systems and hardware, network and telecommunications equipment and systems, and financial and document management systems. Any failure to successfully maintain adequate systems, or implement updates or changes across business operations without disruptions, may negatively impact a Merger Party’s business and performance. Both Merger Parties also rely on third party providers for various services, including IT software. There is a risk that any disruption or interference with the operations of any of the relevant Merger Party’s third party providers may restrict, interrupt or adversely affect that Merger Party’s business. In addition, either Merger Party could be subject to various IT system damage or failures, corruption, network disruptions, cybersecurity attacks (discussed further below), loss of data or, breaches in data security, and other malicious or non-malicious disruptions and incidents, any of which may interrupt or otherwise have a material adverse effect on that Merger Party’s operations, financial condition and operating results. A failure may be caused by various factors including equipment failure, information technology failure, labour shortages or work stoppages, failure of third parties or malicious activities. 53 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Cyber risks Given the Merger Parties’ dependence on IT systems and infrastructure, each of them is vulnerable to cyber-attacks (including state-sponsored attacks), ransomware attacks, computer viruses or data breaches. This is particularly the case given the increasing frequency and sophistication of attacks. If a Merger Party were to experience a significant cyber security incident, this could result in financial loss, operational disruption or reputational damage. A security breach or cyber-attack could result in significant business disruption and cost, misappropriation of funds, the unavailability of core business systems, loss of intellectual property and disclosure of sensitive business information or personal data. Other consequences could include legal or regulatory liability (or increased regulatory scrutiny), loss of business and reputational damage or adverse effects on customer relations. In addition, a Merger Party may incur significant costs to investigate and rectify the incidents, including identifying system vulnerabilities or introducing additional safeguards to minimise the risk of future events. Any of these could have a material adverse effect on that Merger Party’s financial performance. Loss of a material customer or customer group or customer default There is a risk that a Merger Party may lose a material individual customer or material customer group, which could negatively impact that Merger Party’s revenue and result in a lower customer base for the Merger Party’s programs and a significant change to revenue scale could mean the Merger Party may be unable to support its fixed cost base. An individual customer or group may default in a payment to a Merger Party or suffer an insolvency event. This could lead to a negative working capital impact due to overdue debts and increased borrowing costs and increased legal and debt recovery costs. Any of these could have a material adverse effect on a Merger Party’s operations or financial performance. Both Merger Parties are parties to a number of contracts and agreements with a broad range of suppliers and service providers. Some contract counterparties have a right to terminate contracts in certain circumstances, including where a change of control provision is triggered or where the Merger Party is in material breach of the contract. In addition, some contracts contain a right for the counterparty to terminate for convenience at any time during the contract terms. Impact of adverse economic conditions, negative consumer sentiment or unfavourable market and consumer trends Adverse economic conditions, including unfavourable interest rates, unemployment rates or inflation rates, negative consumer and business sentiment as well as geographical and political events may affect a Merger Party’s business. These adverse economic conditions are outside of the Merger Parties’ control, but may have a negative impact on the customers of the Merger Party. This may result in a significant decrease in demand for and revenue generated by the Merger Party’s products and services, or impact the success of the Merger Party’s growth plans. Both Merger Parties are also exposed to the risk that market and consumer trends and demand in relation to services supplied by them may change. A Merger Party may be slow or unable to anticipate changing trends and respond in a timely fashion; they may not optimise their service offerings by providing too wide a range of services, or providing services which could be costly to service. Any unanticipated changes or fluctuations in market and consumer behaviour and trends, or inadequate responses to them, may result in a reduction in a Merger Party’s revenue, which may have a material adverse effect on its financial performance and financial position. 54 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Artificial intelligence risk Artificial intelligence is rapidly developing and threatening to disrupt industries, whilst also creating new revenue streams, enhancing existing offerings and creating operating efficiencies. In parallel, each Merger Party faces potential risks associated with AI misuse, algorithmic bias, regulatory non-compliance, data privacy breaches, reputational damage and ethical concerns. A Merger Party's safety and wellbeing framework is uniquely capable of appreciating and responding to the challenges and opportunities of generative AI and is well positioned to anticipate, evaluate and respond to both the opportunities and challenges presented by generative AI. Loss of critical infrastructure If a Merger Party were to lose critical infrastructure, this could cause significant business interruption. The loss of a critical site, such as a data centre, permanently or for a sustained period could be as a result of a number of unforeseen factors, including a climate-related event such as a flood, or bushfire, or a pandemic or an unforeseen outage due to a cyber-attack (refer to the risk factor titled “Cyber risk” for more further information). There is an associated risk that a Merger Party’s business continuity plans are not effective or are not followed properly in the event of a disaster. The impact of such a loss could include the need for increased short-term or contract labour, data loss, significant disruptions for customers (and the consequential reputational damage to the Merger Party), the need for capital expenditure or repair costs. It could also impact on the affected Merger Party’s ability to deliver products in full and on time to its customers, which could result in lost sales, contractual or regulatory breaches, or negatively impact upon that Merger Party’s competitive position. Any of these could have a material adverse effect on the affected Merger Party’s financial operations or performance. Attracting and retaining key talent Each Merger Party relies on the experience, expertise and knowledge of specific individuals and the unexpected departure of key team members from their respective business could significantly impact that business’ operations, strategic decision-making and overall performance.Existing management personnel have extensive experience in, and knowledge of, the technology industry, as well as knowledge of the relevant Merger Party’s business and relationships with its respective customers and key suppliers. As such, the loss or absence of key individuals could potentially lead to disruptions in supplier relationships, regulatory knowledge, customer interactions and day-to-day management, potentially affecting the relevant Merger Party’s ability to adapt to market changes and capitalise on opportunities. Whilst each Merger Party has succession planning measures in place, including talent development, there can be no assurance that appropriately skilled personnel would be identified and retained in a timely fashion (particularly as competition for personnel and key talent is high in this landscape), nor that the transition to new leadership would be without disruption to the business. If a Merger Party is unable to attract and retain a sufficient number of qualified employees at reasonable costs, its business and operations could be negatively affected. There can be no assurance that a Merger Party will be able to retain employees in key positions or recruit a significant number of new employees with appropriate technical qualifications to compensate for the loss of employees or to accommodate its future growth. The ability to meet labour needs while controlling costs associated with hiring and training new employees is subject to external factors including the actions of other businesses, unemployment rates, prevailing wage legislation (including applicable awards), the industrial relations landscape and changing demographics. There is a risk that adverse changes in these factors may occur which would inhibit a Merger Party’s ability to hire and retain employees or increase the cost of employing them. The consequences for the Merger Parties include financial loss, business continuity issues, increased costs associated with recruiting and training, and increased health and safety risks, any of which could adversely impact the Merger Parties’ competitive position, financial performance or reputation. 55 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Delivery of strategic initiatives (projects / acquisitions) Both Merger Parties evaluate strategic initiatives, including acquisitions, from time-to-time. There is no guarantee that the strategic initiatives will be implemented, or if they are, that the anticipated benefits of any such strategic opportunities or acquisitions will be fully realised or realised in a timely manner. If this occurs, then the expected revenue increases, costs savings or additional operational improvements or synergies may not be achieved or may be delayed. Where a Merger Party acquires another business, that acquired business may not perform as anticipated (including in relation to product or service quality issues) or may be exposed to latent, future or otherwise unknown claims or liabilities that the relevant Merger Party is not indemnified for, or there may be features of the acquired business’ model that the acquiring Merger Party is less experienced with or that the Merger Party intends to amend. The consequences for the Merger Party if it fails to deliver on its key strategic projects and integrate its acquisitions successfully include inefficiencies, adverse financial impacts, potential reputational damage, and the risk that the impacted Merger Party becomes uncompetitive in the market. Any of these could have an adverse effect on a Merger Party’s financial performance. Changes in consumer perception and consumer confidence The success of each of the Merger Parties’ businesses relies on positive consumer perception and consumer confidence in that Merger Party and its brand. The Merger Parties’ reputations and their potential profitability may be adversely affected by negative publicity or adverse commentary on product or service safety or suitability. For example, any potential inconsistencies in the quality of services in a Merger Party’s products or services, adverse media coverage, liability claims, unavailability of products or other issues may lead to consumers having compromised experiences. This in turn may have a detrimental effect on customer confidence and loyalty. Any damage to a Merger Party’s reputation could have an adverse effect on its ability to maintain its market share, financial performance and future prospects. Exposure to litigation, claims and disputes Either Merger Party may be subject to litigation and other claims and disputes in the course of its business, including but not limited to employment disputes (including strikes or industrial action), contractual disputes (including outstanding trade debts or, indemnity claims), product liability claims, personal injury claims, privacy breaches, intellectual property, debt recovery, regulatory compliance, occupational health and safety claims, or criminal or civil proceedings. There is a risk that any such litigation, claims and disputes could materially and adversely affect the Merger Party’s business, operations and financial position, performance and prospects, including as a result of the costs of bringing, defending or settling such claims, as well as that Merger Party’s reputation and customer relations. Litigation may also distract management’s attention from operating and growing the relevant Merger Party’s business, impacting that Merger Party’s prospects and profitability. Force majeure events Events beyond the control of the Merger Parties may impact their operations and future profitability. These events include (but are not limited to) fire, flood, earthquake, other natural disaster, pandemics, civil unrest, war, terrorist attack and/or industrial action. Exposure to changes in tax rules and their interpretation Changes in tax laws and policies, standards and practices in Australia may impact on the operation of either Merger Party and their management. Tax laws in Australia are complex and are subject to change, as is their interpretation by the courts and the tax authorities. Legal reforms and proposals for further reforms, as well as new and evolving interpretations of existing laws, may give rise to uncertainty. 56 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Completion risk Completion of the Proposed Transaction is conditional on various matters including obtaining or filing for regulatory relief, waivers, confirmations, exemptions, consents and/or approvals from the Council of Ministers (Consejo de Ministros) of Spain or the Ministry of Economy, Commerce and Enterprise (Ministerio de Economía, Comercio y Empresa) or any subdivision of that Ministry (together the Spanish FDI Authority), the Investment Security Unit and the Secretary of State of the United Kingdom (together the UK NSI Authority), the Australian Securities and Investment Commission (ASIC), Australian Securities Exchange, the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice and Qoria shareholder approval. Refer to the ASX announcement released by Qoria to ASX on the same date in relation to the Proposed Transaction and the most recent financial report and Qoria's other periodic and continuous disclosure information lodged with the ASX for further information regarding the material conditions for the Proposed Transaction. There can be no certainty, nor can Qoria provide any assurance or guarantee, that these conditions will be satisfied or waived or, if satisfied or waived, when that will occur. The satisfaction of a number of the conditions is outside the control of Qoria and Aura including, but not limited to, the regulatory and shareholder approvals mentioned above. There is a risk that the regulatory approvals required to satisfy one or more conditions may not be obtained, or may be obtained subject to conditions which adversely affect the Merged Group, or are not acceptable to the Merger Parties. In particular, it is the Merger Parties’ intention to seek an authorisation and a resolution from the Spanish FDI Authority and a notice, notification or order from the UK NSI Authority after announcement. There is a risk that either of the Spanish FDI Authority or UK NSI Authority will refuse to grant approval by the time completion is required or that it will only grant such approval subject to certain conditions. Any undertakings required may have an adverse effect on the Merged Group, impacting its sales, revenue and financial performance and adversely affecting the ability of Merged Group to achieve the expected cost synergies. There is a risk that changes to the structure of the Proposed Transaction may be required as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Transaction. If for any reason any of the conditions are not satisfied or waived (where capable of being waived) by the time required or that changes are required to the structure of the Proposed Transaction, completion of the Proposed Transaction (Completion) may be delayed or may not occur on the current terms or at all. Qoria and Aura will have incurred significant transaction costs in relation to the Proposed Transaction even if either does not proceed and these costs may include a reimbursement fee of A$10m payable by Qoria or Aura to the other in certain circumstances. There is a risk that the transaction costs associated with the Proposed Transaction (whether it completes or not) results in Qoria not achieving the earnings guidance it has previously provided to the market. There may be other adverse consequences for Qoria and Qoria shareholders if Completion does not occur, including that the trading price of Qoria's shares may be materially adversely affected and the anticipated synergies and other benefits that Qoria expects to achieve from the Proposed Transaction will not be realised. If Completion is delayed, Qoria may incur additional costs and it may take longer than anticipated for the Merged Group to realise the benefits of the Proposed Transaction. Any failure to complete or delay in completing the Proposed Transaction could materially and adversely affect the price of Qoria's shares. Below are some of the risks relating to the Proposed Transaction. After completion of the Proposed Transaction, existing Qoria shareholders will be exposed to additional risks relating to Aura and certain additional risks relating to the integration of the two businesses. 57 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Scrip merger consideration As part of the Proposed Transaction, Qoria shareholders will receive consideration in the form of CHESS Depository Interests, being units of beneficial ownership in Aura Shares (New Aura CDIs). In parallel, Aura is undertaking the equity capital raise (Capital Raise) and will apply for admission to the official list of the ASX. There is a risk that Aura may not be able to meet ASX listing requirements following the consummation of the Proposed Transaction. Aura is an unlisted entity in the United States of America and there is no public market for its shares. Accordingly, until it satisfies the requirements of the ASX and is admitted to the official list the scrip consideration will be unlisted. There is no guarantee that Aura will be admitted to the official list of the ASX. Once the Aura CDIs are quoted on ASX, there can be no guarantee that an active trading market for the Aura CDIs will develop or that the price of the CDIs will increase. There may be relatively few potential buyers or sellers of the Aura CDIs on ASX at any time. This may increase the volatility of the market price of the Aura CDIs. It may also affect the prevailing market price at which shareholders are able to sell their Aura CDIs. This may result in shareholders receiving a market price for their Aura CDIs that is less than the value of their Aura CDIs at the time they were issued. Existing Aura shareholders and new investors who take up shares under the Capital Raise to be undertaken by Aura (Post-Completion Aura Shareholders) will have their shareholding significantly diluted by the issue of the New Aura CDIs to the Qoria shareholders. Immediately after Completion (but before the Capital Raise by Aura), it is expected that existing Qoria shareholders will own 35% of the shares in Aura through the New Aura CDIs and Post-Completion Aura Shareholders will own approximately 65% of the shares in Aura (on a fully diluted basis, excluding the Capital Raise by Aura). In addition, there is a risk that a significant sale of shares by Qoria shareholders after implementation of the Proposed Transaction or the perception that such a sale might occur, could adversely impact the price of Qoria shares. Reliance on information provided Qoria undertook a due diligence process in respect of the Proposed Transaction, which relied in part on legal, financial, taxation, synergies and operational due diligence on information provided by or on behalf of Aura. If any such information provided to, and relied upon by, Qoria in its due diligence, and in its preparation of this presentation and other materials given to ASX, proves to be incorrect, incomplete or misleading, or if any of those due diligence enquiries failed to identify potential issues, there is a risk that the actual financial position and performance of Aura may be materially different to Qoria's understanding, or the realisable synergies from the Proposed Transaction will be less than anticipated including those reflected in this presentation. Either of these could have a material adverse effect on the Merged Group's financial condition or performance. There is also a risk that the due diligence conducted has not identified issues that would have been material to the decision to enter into the Proposed Transaction. A material adverse issue that was not identified prior to entry into the Proposed Transaction (or an issue that later proves to be more material than first anticipated) could have an adverse impact on the reputation, financial performance or operations of Qoria. Due diligence cannot uncover all potential issues or historical non-compliance by a merger partner, and reliance has, by necessity, been placed by those undertaking due diligence on the accuracy of information and confirmations provided by Aura and its representatives. Further, as is usual in undertaking mergers and acquisitions, the due diligence process undertaken identified a number of risks associated with Aura, which Qoria had to evaluate and manage. Certain risks cannot be avoided or managed appropriately and the mechanisms used to manage these risks included in certain circumstances the acceptance of the risk as tolerable on commercial grounds such as materiality. There is a risk that the approach taken by Qoria may be insufficient to mitigate the risk, or that the materiality of these risks may have been underestimated or unforeseen or for which there is no contractual protection, and hence they may have a material adverse impact on Qoria's operations, earnings and financial position. 58 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Integration risk and realisation of synergies The integration of two businesses of the size and nature of Qoria and Aura carries risk, including potential delays or costs in implementing necessary changes and difficulties in integrating various operations and systems. The success of the Proposed Transaction, and the ability to realise the expected benefits of the Proposed Transaction outlined in this presentation, is dependent on the effective and timely integration of the Qoria and Aura businesses following Completion. There is a risk that integration could take longer, be more complex or cost more than expected, encounter unexpected challenges or issues (including differences in corporate culture loss of, or reduction in, key personnel, expert capability or employee productivity, or failure to procure or retain employees of Qoria or Aura or require changes to operating models), or divert the attention of management, which impact on the integration process (which in turn could cause the anticipated benefits and synergies of the integration of Qoria and Aura being less than estimated). A failure to integrate the businesses in the time and manner contemplated by Qoria or a failure to achieve the targeted synergies of integration may impact on the financial performance, operation and position of Qoria. Historical liabilities of Aura If the Proposed Transaction completes, Qoria may become directly or indirectly exposed to liabilities that Aura may have incurred or is liable for in the past as a result of prior acts or omissions, including liabilities which were not identified during the due diligence enquiries, which are greater than expected or uncertain at the time of due diligence, or for which were accepted as a tolerable risk. Such liabilities may adversely affect the financial performance, reputation or overall position of Qoria after the Proposed Transaction. Aura has its own corporate, tax, regulatory and risks frameworks. Following an initial period, the Merged Group will make an election as to the most appropriate corporate, tax, regulatory and risk frameworks to adopt. However, there is a risk that Aura's existing frameworks were inadequate. For example, if Aura's ‘s tax and regulatory frameworks were inadequate, there is a risk that Aura has not properly identified and responded to changes in tax laws or other laws and regulations which apply to it. There is a risk that Qoria could be exposed to unexpected liabilities resulting from past non-compliance by Aura with applicable laws or regulations, which may impact on the financial performance or position of Qoria. It may also have other impacts, such as attracting greater scrutiny from regulators or cause reputational damage Analysis of merger opportunity Qoria has undertaken financial, tax, legal, commercial and technical analysis of Aura in order to determine its attractiveness to Qoria and whether to proceed with the Proposed Transaction. It is possible that despite such analysis and the best estimate assumptions made by Qoria, the conclusions drawn are inaccurate or are not realised. To the extent that the actual results achieved by the Proposed Transaction are different to those indicated by Qoria's analysis, there is a risk that the performance of Qoria following the Proposed Transaction may be different (including in a materially adverse way) from what is reflected in this presentation. There is also a risk that Qoria's assessment of matters such as the taxation consequences of the Proposed Transaction is challenged by revenue authorities, which can involve future expenditure to consider and defend such challenges or to meet any additional costs or claims. 59 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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Key Risk Summary Risks associated with existing contractual arrangements A number of material customer and supplier contracts to which either Qoria or Aura is a party contain provisions which will give the counterparty a right to terminate the contract because of the change in control of Qoria or Aura (as relevant) which will occur at Completion. Contracts may also be terminable for convenience on short notice or at will. In addition, the Proposed Transaction may trigger rights or consents within existing financing arrangements to which either Qoria or Aura is a party. Whilst the MID includes obligations for the Merger Parties to seek the consent of the relevant counterparties to the change of control for certain contracts deemed material as agreed between Qoria and Aura, there is a risk that the impact of the change of control on those arrangements is uncertain or subject to change and existing debt may be required to be repaid. Whilst the MID includes obligations for the Merger Parties to seek the consent of the relevant counterparties to the change of control for certain contracts deemed material as agreed between Qoria and Aura, there is a risk that either Qoria or Aura has not identified all contracts which are material to their respective businesses. There is a risk that, as a result of the Proposed Transaction, customers and suppliers of the Merger Parties may choose to decrease the volume services procured from or provided to the Merger Parties, or cease procuring from or providing any services to the Merger Parties. Customers and suppliers may also choose not to renew their contracts with the Merger Parties after their term, as a result of the Proposed Transaction. The breach, termination or non-renewal of material contracts or loss of business could have adverse consequences for the Merged Group, including adverse effects on the Merged Group's operational and financial performance. Integration of accounting policies and methods Qoria and Aura, as standalone entities, have particular accounting policies and methods which are fundamental to how they record and report their financial position and results of operations. Qoria and Aura may have exercised judgment in selecting accounting policies or methods, which might have been reasonable in the circumstances yet might have resulted in reporting materially different outcomes than would have been reported under the other company’s policies and methods. The integration of Qoria and Aura's accounting functions may lead to revisions of these accounting policies, which may adversely impact the Merged Group's reported results of operations and/or financial position and performance. Year-end reporting periods will be aligned post implementation of the Proposed Transaction. Alignment of year ends and acquisition accounting Qoria and Aura have different year end reporting periods with Qoria reporting on a year ended 30 June basis and Aura using 31 December. There has been no alignment of the financial year ends of Qoria and Aura to present the Merged Group's reported results or financial position. In addition, the financial information presented in this presentation does not reflect any potential acquisition accounting-related adjustments as is required for business combinations in accordance with the requirements of AASB 3 Business Combinations. The application of acquisition accounting and the alignment of financial year ends will likely impact the Merged Group's reported results of operations and/or financial position and performance. Foreign exchange risk and foreign regulations The Proposed Transaction includes the acquisition of operations and interests conducted overseas in the United Kingdom, Spain and the United States. These operations may require transactions in the local currencies of those countries. The value of a financial asset, liability, commitment or earnings held or transacted in foreign currency may be impacted by changes in currency exchange rates. Qoria generates revenue in foreign currencies, primarily US dollars. Accordingly, Qoria is exposed to foreign exchange risk arising from movements in exchange rates between the Australian dollar and those currencies, which may adversely affect the Group’s reported revenue, earnings and financial position. The overseas operations of Qoria and Aura are also subject to the laws of those countries and could be adversely impacted by changes to laws or regulations in those countries in the future. 60 Key Risks – Risks that are Common to Both Qoria and Aura (cont.) For personal use only
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K-12 Cyber Security Security technologies deployed within school environments, including filtering, firewalls, endpoint protection, and network security. Managed Service Provider (MSP) Third-party IT service providers that manage technology infrastructure and security for small and medium-sized businesses. Merger Implementation Deed (MID) The binding agreement between Aura and Qoria setting out the terms and conditions under which the merger will be implemented. Net Revenue Retention (NRR) The percentage of recurring revenue retained from existing customers over a period, including the impact of upgrades, downgrades, and churn. Parental Controls Tools that allow parents to manage and monitor children’s digital activity, including content filtering, screen-time limits, location tracking, and wellbeing insights. Scheme (Scheme of Arrangement) An Australian court-approved process used to implement the acquisition of Qoria by Aura, requiring shareholder and court approval. SMB (Small and Medium Business) Businesses typically employing fewer than 500 employees, often reliant on MSPs for IT and security services. Transaction Monitoring The analysis of financial activity to identify suspicious or fraudulent behaviour, including alerts and automated remediation actions. TAM (Total Addressable Market) The total market demand for a product or service if 100% market share were achieved. Wellbeing Analytics Data-driven insights used to identify emotional, behavioural, or engagement risks, particularly in education and family safety contexts. ARR (Annual Recurring Revenue) Annualised subscription revenue generated from active contracts, calculated on a recurring basis and excluding one-off or non-recurring items. ASX Australian Securities Exchange. AXQ Proposed ASX ticker code for the combined Aura and Qoria group following completion of the merger. Aura Intelligence Aura’s proprietary AI platform that continuously analyses cross-context data signals to detect threats, behavioural changes, and risk indicators, enabling proactive security, safety, and wellbeing interventions. BYO Device (Bring Your Own Device) A security model where employees or students use personal devices for work or school purposes, requiring protections that preserve both organisational security and personal privacy. Equity Placement The US$75 million equity placement to be completed concurrently with the merger, including participation from Aura directors and existing shareholders. CDI (CHESS Depository Interest) A financial instrument used on the ASX to represent ownership of foreign-incorporated shares, enabling Australian investors to trade those shares via CHESS. Connected Intelligence The combined Aura and Qoria data and AI capability that links insights across home, school, workplace, and personal environments to deliver continuous, whole-of-life digital protection. Consumer Security Digital security services provided directly to individuals and families, including identity protection, scam prevention, device security, privacy tools, and financial monitoring. D2C (Direct-to-Consumer) A distribution model where products are sold directly to end users via digital channels such as websites, app stores, search, and social platforms. EBITDA Earnings before interest, tax, depreciation, and amortisation. Employee Benefits Channel A distribution model where Aura’s consumer security products are offered to employees through employers, often via benefits brokers or platforms such as MetLife. FERPA (Family Educational Rights and Privacy Act) U.S. federal law governing the privacy and protection of student education records. Free Cash Flow (FCF) Free cash flow is operating cash flow plus investing cash flow and lease payments, excluding net interest and business restructure cost. Fully Diluted Shares Outstanding (FDSO) The total number of shares that would be outstanding assuming conversion or exercise of all equity instruments, including options and performance rights. GTMs (Go-to-Market Motions) Distinct sales, distribution, and pricing strategies used to acquire customers across different segments such as schools, families, employers, and SMBs. Identity Protection Services designed to monitor, detect, and remediate identity theft, including credit monitoring, transaction alerts, fraud remediation, and insurance coverage. K-12 Kindergarten through Year 12 education sector, primarily referring to schools and school systems. K-12 Digital Safety Technology solutions that protect students from online harms, support wellbeing, and enable safe digital learning environments. Glossary 61 For personal use only