4DS MEMORY LIMITED — AGM Information 2016

Oct 27, 2016

4DS MEMORY LIMITED

ACN 145 590 110

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at The Yurra Room, The Grace Hotel, Level 2, 77 York Street, Sydney, NSW 2000 on Wednesday, 30 November 2016 at 3.00 pm (AEDT).

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 6377 8043.

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ACN 145 590 110

4DS MEMORY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of 4DS Memory Limited ( Company ) will be held at The Yurra Room, The Grace Hotel, Level 2, 77 York Street, Sydney, NSW 2000 on Wednesday, 30 November 2016 at 3.00 pm (AEDT) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 November 2016 at 7.00 pm (AEDT).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 13.

AGENDA

Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2016, which includes the Financial Report, the Directors' Report and the Auditor's Report.

1. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 250R of the Corporations Act and for all other purposes, the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

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• (b) the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Mr Howard Digby as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That Mr Howard Digby, who retires in accordance with Clause 6.3 of the Constitution, being eligible and offering himself for re-election, is re-elected as a Director."

3. Resolution 3 – Ratification of prior issue of Employee Options

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 10,000,000 Employee Options to on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue of the Employee Options and any of their associates.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Ratification of Tranche 1 Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Company of 88,873,477 Shares ( Tranche 1 Placement Shares ) each at an issue price of $0.034 ( Tranche 1 Placement ) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the Tranche 1 Placement and any of their associates.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Authority to issue Tranche 2 Placement Shares

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 28,773,582 Shares ( Tranche 2 Placement Shares ) each at an issue price of $0.034 ( Tranche 2 Placement ) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Tranche 2 Placement and a person who might obtain a benefit (except a benefit solely in their capacity as holder of ordinary securities) if the Resolution is passed and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 6 – Authority for Mr James Dorrian to participate in the Tranche 2 Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to Resolution 5 being passed, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise Mr James Dorrian (and/or his nominees) to participate in the Tranche 2 Placement to the extent of up to 1,470,589 Shares each at an issue price of $0.034 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr James Dorrian and his nominees and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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7. Resolution 7 – Authority for Mr Howard Digby to participate in the Tranche 2 Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to Resolution 5 being passed, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise Mr Howard Digby (and/or his nominees) to participate in the Tranche 2 Placement to the extent of up to 588,235 Shares at an issue price of $0.034 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Howard Digby and his nominees and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. Resolution 8 – Authority to grant Adviser Options

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, subject to Resolution 5 being passed, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to grant up to a total of 3,000,000 Adviser Options to Shaw and Partners Limited (and/or its nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Shaw and Partners Limited and its nominees and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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9. Resolution 9 – Approval of issue of Shares in Lieu of Outstanding Director's Fees to Mr James Dorrian

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholder approve and authorise the Directors to issue 1,155,764 Shares in lieu of outstanding Director's fees to Mr James Dorrian (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr James Dorrian and his nominees and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. Resolution 10 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if this Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Dated 28 October 2016

BY ORDER OF THE BOARD

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Mr Peter Webse Company Secretary

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ACN 145 590 110

4DS MEMORY LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at The Yurra Room, The Grace Hotel, 77 York Street, Sydney, NSW 2000 on Wednesday, 30 November 2016 at 3.00 pm (AEDT).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A proxy form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is enclosed with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy Holders

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

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However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either:

• (a) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or

• (b) the person is the Chairman voting an undirected proxy which expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 and 9 if:

• (a) the person is either:

• (i) a member of the Key Management Personnel of the Company; or

• (ii) a Closely Related Party of such a member, and

• (b) the appointment does not specify the way the proxy is to vote on Resolutions 1 and 9.

However, the prohibition does not apply if:

• (a) the proxy is the Chairman; and

• (b) the appointment expressly authorises the Chairman to exercise the proxy even if Resolutions 1 and 9 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. Copies of the report can be found on the Company’s website www.4dsmemory.com or by contacting the Company on (08) 6377 8043.

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• (a) discuss the Annual Report;

• (b) ask questions about, or make comment on, the management of the Company;

• (c) ask questions about, or make comment on, the Remuneration Report;

• (d) ask the auditor questions about:

• (i) the conduct of the audit;

• (ii) the preparation and content of the Auditor's Report;

• (iii) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• (a) the content of the Auditor's Report; and

• (b) the conduct of the audit of the Financial Report,

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may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 - Adoption of Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that this Resolution is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass this Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report.

The Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act ( Director and Executive Remuneration Act ) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

The Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s 2015 Annual General Meeting, the Remuneration Report was approved by over 75% of shareholders.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

5. Resolution 2 – Re-election of Mr Howard Digby as a Director

Clause 6.3 of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (rounded down to the nearest whole number), must retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

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The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who have been Directors for the same period of time, those to retire shall be determined by lot (unless they agree otherwise).

A Director who retires by rotation under clause 6.3(b) of the Constitution is eligible for re-election.

Mr Digby, being the Director equally longest in office since his last election and the Director to be retiring as determined by the lot, retires by rotation at this Meeting and, being eligible, seeks reelection.

Mr Digby, BE (Mechanical, Hons) started his career at IBM and has spent over 25 years managing technology related businesses across the Asia Pacific region, of which 12 years were spent in Hong Kong. More recently, he was with The Economist Group as Regional Managing Director. Prior to this he held senior management roles at Adobe and Gartner where his clients included major semiconductor players including Samsung, Hynix and TSMC. He is a non-executive Director of Estrella Resources (ASX: ESR) and currently an advisor to a number of early stage technology companies.

The Board unanimously supports the re-election of Mr Digby.

Resolution 2 is an ordinary resolution.

6. Resolution 3 – Ratification of prior issue of Employee Options

6.1 General

On 18 December 2015, the Company issued 10,000,000 Employee Options, each exercisable at $0.05 on or before 30 June 2020, to Mrs Melanie Buffier, an employee of the Company.

The Employee Options were issued within the Company’s 15% annual limit permitted by Listing Rule 7.1 without the need for Shareholder approval.

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Employee Options were issued within the Company’s 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval.

Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rules 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) the issue of those securities will be deemed to have been with shareholder approval for the purpose of Listing Rule 7.1.

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 10,000,000 Employee Options to Mrs Melanie Buffier. By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 during the next 12 months, without the requirement to obtain prior Shareholder approval.

Resolution 3 is an ordinary resolution.

6.2 Specific Information Required by Listing Rule 7.5

For the purposes of Listing Rule 7.5 information regarding the issue of the Employee Options is provided as follows:

• (a) 10,000,000 Employee Options were issued on 18 December 2015.

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• (b) The Employee Options were issued for nil consideration and accordingly, no funds were raised from the issue of the Employee Options.

• (c) The Employee Options are each exercisable at $0.05 and expire on 30 June 2020. Of the Employee Options issued to Mrs Melanie Buffier:

• (i) 2,500,000 vested immediately on grant;

• (ii) 2,500,000 vest on the date on which the 10 day VWAP for Shares exceeds $0.10;

• (iii) 2,500,000 vest on the date on which the 10 day VWAP for Shares exceeds $0.15; and

• (iv) 2,500,000 vest on the date on which the 10 day VWAP for Shares exceeds $0.20.

Further terms and conditions of the Employee Options are set out in Schedule 1.

• (d) The Employee Options were issued to Ms Melanie Buffier, an employee of the Company, who is not a related party of the Company.

• (e) A voting exclusion statement is included in the Notice.

7. Resolution 4 – Ratification of Tranche 1 Placement

7.1 General

On 20 October 2016, the Company announced a placement of 117,647,059 Shares to sophisticated and professional investors each at an issue price of $0.034 to raise approximately $4,000,000 (before costs) to be completed in two tranches (being the Tranche 1 Placement and the Tranche 2 Placement) ( Placement ).

The Company completed the Tranche 1 Placement by issuing a total of 88,873,477 Shares on 27 October 2016 to raise a total of approximately $3,021,698 (before costs). The funds raised from the issue of the Tranche 1 Placement Shares will be used to fund the Company’s ongoing development activities relating to its Interface Switching ReRAM and to achieve key strategic and technical milestones and general working capital.

A summary of Listing Rules 7.1 and 7.4 are provided in Section 6.1.

The Tranche 1 Placement Shares were issued within the Company’s 15% annual limit permitted under Listing Rule 7.1 without the need for Shareholder approval.

Resolution 4 seeks Shareholder approval for the ratification of the issue of the Tranche 1 Placement Shares pursuant to Listing Rule 7.4. The effect of Shareholders passing Resolution 4 will be to restore the Company's ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months without obtaining prior Shareholder approval.

Resolution 4 is an ordinary resolution.

7.2

Information required by Listing Rule 7.5

For the purposes of Listing Rule 7.5 information regarding the issue of the Tranche 1 Placement Shares is provided as follows:

• (a) A total of 88,873,477 Shares were issued by the Company on 27 October 2016.

• (b) The Tranche 1 Placement Shares were issued at an issue price of $0.034 each to raise approximately $3,021,698 (before costs).

• (c) The Tranche 1 Placement Shares comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.

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• (d) The Tranche 1 Placement Shares were issued to various sophisticated or professional investors, none of whom are related parties of the Company.

• (e) The funds raised from the issue of the Tranche 1 Placement Shares have been, or will be, used to fund the Company’s ongoing development activities relating to its Interface Switching ReRAM and to achieve key strategic and technical milestones and general working capital.

• (f) A voting exclusion statement is included in the Notice.

8. Resolution 5 – Authority to issue Tranche 2 Placement Shares

8.1 General

As detailed in Section 7.1, further to the issue of the Tranche 1 Placement Shares, the Company intends to undertake a placement of 28,773,582 Shares each at an issue price of $0.034 to raise approximately $980,800 (before costs) as the second tranche of the Placement. The issue price of the Tranche 2 Placement Shares represents a 9.6% discount to the 10 day VWAP at close of market on 17 October 2016.

Set out below is a table showing the number of Shares that may be issued under the Placement as a whole and the dilutive effect that the Tranche 2 Placement will have on existing Shareholders:

Total number of Shares which the Company could issue under the Placement1 A	Current Shares B	Total Shares on issue following completion of the Tranche 2 Placement1 C	Dilutive effect on existing Shareholders (B/C)
117,647,059	748,029,9911	776,803,573	3.70%2
Notes: 1. Includes Shares issued pursuant to the Tranche 1 Placement. 2. ExistingShareholders will be subject to further dilution if anyOptions are exercised.

The funds raised from the issue of the Tranche 2 Placement Shares, together with the funds raised from the issue of the Tranche 1 Placement Shares, will be used to fund the Company’s ongoing development activities relating to its Interface Switching ReRAM and to achieve key strategic and technical milestones and general working capital.

A summary of Listing Rule 7.1 is provided in Section 6.1.

Resolution 5 seeks Shareholder approval for the issue of the Tranche 2 Placement Shares pursuant to Listing Rule 7.1. The effect of Shareholders passing Resolution 5 approving the issue of the Tranche 2 Placement Shares will be to maintain the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 5 is an ordinary resolution.

8.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the issue of the Tranche 2 Placement Shares is provided as follows:

• (a) The maximum number of Shares that the Company may issue under the Tranche 2 Placement is 28,773,582.

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• (b) The Tranche 2 Placement Shares will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules).

• (c) The Tranche 2 Placement Shares will be issued at an issue price of $0.034 per Share to raise approximately $978,302 (before costs).

• (d) The Tranche 2 Placement Shares will be issued to sophisticated and professional investors, none of whom will be related parties of the Company (other than Directors Mr James Dorrian and Mr Howard Digby, who are proposing to participate in the Tranche 2 Placement subject to Shareholder approval under Resolutions 6 and 7 of this Notice – see Section 9).

• (e) The Tranche 2 Placement Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.

• (f) The funds raised from the issue of the Tranche 2 Placement Shares will be used to fund the Company’s ongoing development activities relating to its Interface Switching ReRAM and to achieve key strategic and technical milestones and general working capital.

• (g) It is expected that the Tranche 2 Placement Shares will be issued on one date.

• (h) A voting exclusion statement is included in the Notice.

9. Resolutions 6 and 7 – Authority for Director Participation in the Tranche 2 Placement

9.1 Background

Directors Mr James Dorrian and Mr Howard Digby and/or their nominees wish to participate in the Tranche 2 Placement. Further details of the Tranche 2 Placement are set out in Section 8.1.

Mr Dorrian and Mr Digby wish to obtain Shareholder approval to subscribe for a total of approximately $70,000 worth of the Tranche 2 Placement Share as follows:

• (a) Mr Dorrian – 1,470,589 Shares (approximately $50,000 worth); and

• (b) Mr Digby– 588,235 Shares (approximately $20,000 worth),

(together, Director Capital Raising Shares ).

Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders. Mr Dorrian and Mr Digby are related parties of the Company by virtue of being Directors. Therefore, approval is required under Listing Rule 10.11 for the issue of the Director Capital Raising Shares to them.

Resolutions 6 and 7 seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Director Capital Raising Shares to Mr Dorrian and Mr Digby (and/or their nominees). If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1 (although approval for 100% of the Tranche 2 Placement is being sought under Listing Rule 7.1 under Resolution 5). Shareholder approval of the issue of the Director Capital Raising Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolutions 6 and 7 are ordinary resolutions and are subject to Resolution 5 being passed.

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9.2 Specific information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of the Director Capital Raising Shares is provided as follows:

• (a) The maximum number of Shares to be issued to Mr Dorrian and Mr Digby (and/or their nominees) is up to 2,058,824 of the Tranche 2 Placement Shares as follows:

• (i) Mr Dorrian – 1,470,589 Shares; and

• (ii) Mr Digby – 588,235 Shares.

• (b) The Company will issue the Director Capital Raising Shares no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), and it is intended that all of the Director Capital Raising Shares will be issued on the same date (being the completion date of the Tranche 2 Placement).

• (c) Mr Dorrian and Mr Digby are related parties of the Company by virtue of being Directors.

• (d) The Director Capital Raising Shares will be issued at an issue price of $0.034 per Share (being the same price as the Tranche 2 Placement).

• (e) The Director Capital Raising Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.

• (f) The funds raised from the issue of the Director Capital Raising Shares will be aggregated with and used for the same purpose as the funds raised from the Tranche 2 Placement. See Section 8.1 for further details.

• (g) A voting exclusion statement is included in the Notice.

10. Resolution 8 – Authority to issue Adviser Options

10.1 General

The Company has agreed, subject to Shareholder approval, to issue a total of 3,000,000 Options to Shaw and Partners Limited, exercisable at $0.049 on or before 18 October 2019.

Full terms and conditions of the Adviser Options are set out in Schedule 2.

The Adviser Options are being granted to the Shaw and Partners Limited (and/or its nominees) as part of the fees for acting as lead manager to the Placement.

The Company has also agreed to pay Shaw and Partners Limited the following fees for acting as lead manager to the Placement:

• (a) 2% of the total funds raised pursuant to the Placement (being approximately $80,000); and

• (b) 4% of the funds raised from specified investors and arranged by the Shaw and Partners, which such funds not to exceed $2,500,000 (being up to approximately $100,000)

A summary of Listing Rule 7.1 is set out in Section 6.1.

The effect of Shareholders passing Resolution 8 approving the grant of the Adviser Options will be to maintain the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 8 is an ordinary resolution and is subject to Resolution 5 being passed.

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10.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the grant of the Adviser Options is provided as follows:

• (a) The maximum number of Adviser Options that the Company may grant under Resolution 8 is 3,000,000.

• (b) The Advisor Options are exercisable at $0.049 on or before 18 October 2019. Shares issued on exercise of the Adviser Options will comprise fully paid ordinary shares in the capital of the Company ranking equally in all respects with the Company's existing Shares. Further terms and conditions of the Adviser Options are set out in Schedule 1.

• (c) The Adviser Options will be granted no later than three months after the date of the Meeting (or such later date to the extent permitted by an ASX waiver or modification of the Listing Rules) and it is intended that all of the Adviser Options will be granted on the same date.

• (d) The Adviser Options will be granted for nil cash consideration as part of the fees payable to Shaw and Partners Limited for acting as lead manager on the Placement. Accordingly, no funds will be raised from the grant of the Adviser Options.

• (e) The Adviser Options will be issued to Shaw and Partners Limited (and/or its nominees) who is a sophisticated or professional investor and who is not related party of the Company.

• (f) A voting exclusion is included in the Notice.

11. Resolution 9 – Approval of issue of Shares in Lieu of Outstanding Director's Fees to Mr James Dorrian

11.1 General

Resolution 9 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of 1,155,764 Shares to Mr James Dorrian (or his nominees). Mr Dorrian elected, subject to Shareholder approval, to take the Director's fees owed to him for the period 5 December 2015 to 30 November 2016 (being a total of $39,296) in Shares rather than in cash.

The Shares to be issued to Mr Dorrian are proposed to be issued for a deemed issue price of $0.034 per Share (being the issue price of Shares under the Placement), which represents a 9.6% discount to the 10 day VWAP at close of market on 17 October 2016.

The issue of Shares to Mr Dorrian under Resolution 9 will satisfy 100% of the Director's fees owed to Mr Dorrian for the period 5 December 2015 to 30 November 2016.

11.2 Listing Rule 10.11

A summary of Listing Rules 10.11 is provided in Section 9.1.

If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1). Accordingly, the issue of the Related Party Securities will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Resolution 9 is an ordinary resolution.

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11.3 Specific information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, the following information is provided in relation to Resolution 9:

• (a) The maximum number of Shares to be issued to Mr Dorrian is 1,155,764.

• (b) The Shares will be issued for a deemed issue price of $0.034 per Share (being the issue price of Shares under the Placement).

• (c) The Company will issue the Shares to Mr Dorrian no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules), and it is intended that all of the Director Capital Raising Shares will be issued on the same date (being the completion date of the Tranche 2 Placement).

• (d) Mr Dorrian is a related party of the Company by virtue of being a Director.

• (e) The Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.

• (f) The Shares are being issued in lieu of Director's fees owed to Mr Dorrian for the period 5 December 2015 to 30 November 2016 (amounting to $39,296). Accordingly, no funds will be raised by this issue.

• (g) A voting exclusion statement is included in the Notice.

12. Resolution 10 – Approval of 10% Placement Facility

12.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

While the Company has no current intention to use the 10% Placement Facility, the Company is now seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 12.2(c) below).

The Company intends to continue the development activities relating to its interface switching ReRAM, to achieve its corporate and technical milestones and where it is appropriate to expand marketing efforts, accelerate specific technology development or capitalise on further opportunities. The Company may use the 10% Placement Facility for these purposes and for general working capital.

The Directors of the Company believe that Resolution 10 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

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12.2 Description of Listing Rule 7.1A

• (a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has one class of quoted Equity Securities, being the Shares (ASX Code: 4DS).

(c)

• Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D

  • is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 12.2(c) above).

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• (e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

12.3 Listing Rule 7.1A

The effect of Resolution 10 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 10 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

12.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (b) If Resolution 10 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

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• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A2			Dilution
		$0.019 50% decrease in Issue Price	$0.038 Issue Price	$0.076 100% increase in Issue Price
Current Variable A 659,156,514 Shares	10% voting dilution	65,915,651	65,915,651	65,915,651
	Funds raised	$1,252,397	$2,504,794	$5,009,589
50% increase in current Variable A 988,734,771 Shares	10% voting dilution	98,873,477	98,873,477	98,873,477
	Funds raised	$1,878,596	$3,757,192	$7,514,384
100% increase in current Variable A 1,318,313,028 Shares	10% voting dilution	131,831,302	131,831,302	131,831,302
	Funds raised	$2,504,794	$5,009,589	$10,019,178

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The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (vii) At the date of this Notice, there are currently 659,156,514 Shares on issue.

• (viii) The issue price is $0.038, being the closing price of the Shares on ASX on 20 October 2016.

• (c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 10 for the issue of Equity Securities pursuant to the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) as non-cash consideration in relation to the acquisition of new assets or technology. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration, in which case the Company intends to use the funds raised towards expanding or accelerating the Company’s existing business activities (including expenses associated with development activities relating to its interface switching ReRAM and where it is appropriate to expand marketing efforts, accelerate specific technology development or capitalise on further opportunities) and for general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

• (e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the purpose of the issue;

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• (ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company; and

• (v) advice from corporate, financial and broking advisers (if applicable).

The recipients under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets, technology or investments, it is likely that the recipients under the 10% Placement Facility will be the vendors of the new assets, technology or investments.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

13. Definitions

In this Notice, Explanatory Memorandum and Proxy Form:

$ means Australian Dollars.

10% Placement Facility has the meaning in Section 12.1.

10% Placement Period has the meaning in Section 12.2(f).

Adviser Option means an Option exercisable at $0.049 on or before 18 October 2019 and otherwise on the terms and conditions in Schedule 2.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2016.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Chairman means the chairman of this Meeting.

Closely Related Party has the meaning in section 9 of the Corporations Act.

Company or 4DS Memory means 4DS Memory Limited ACN 145 590 110.

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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Directors' Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the A&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Employee Option means an Option exercisable at $0.05 on or before 30 June 2020 and otherwise with the terms and conditions in Schedule 1.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form enclosed with this Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

Securities means Shares, Performance Shares and/or Options.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 Placement has the meaning in Resolution 4.

Tranche 1 Placement Shares has the meaning in Resolution 4.

Tranche 2 Placement has the meaning in Resolution 5.

Tranche 2 Placement Shares has the meaning in Resolution 5.

VWAP means volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 1 - Employee Option Terms

1. Entitlement

Each Employee Option ( Option ) entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price and Expiry Date

The Options have an exercise price of $0.05 ( Exercise Price ) and an expiry date of 30 June 2020 ( Expiry Date ).

3. Vesting Dates

• (a) The Options will vest on the following dates (each a Vesting Date ):

  • (i) 2,500,000 Options: the date the Options are granted;

  • (ii) 2,500,000 Options: the date on which the 10 day VWAP for Shares exceeds $0.10;

  • (iii) 2,500,000 Options: the date on which the 10 day VWAP for Shares exceeds $0.15; and

  • (iv) 2,500,000 Options: the date on which the 10 day VWAP for Shares exceeds $0.20.

• (b) If there is any reorganisation of the issued share capital of the Company, which results in the Exercise Price of the Options being varied to comply with the Listing Rules which apply to the reorganisation at the time of the reorganisation, the performance hurdles in paragraph (a) will be varied in the same manner as the Exercise Price. For example, if the Company implements a 2:1 consolidation of its Shares, resulting in the Exercise Price of the Options being increased from $0.05 to $0.10, the performance hurdles under paragraphs (a)(ii), (iii) and (iv) will be increased to $0.20, $0.30 and $0.40 (respectively).

4. Acceleration

• (a) If, in the opinion of the Board:

• (i) the Company enters into a scheme of arrangement with its members or any class thereof pursuant to section 411 of the Corporations Act;

• (ii) a Takeover Period commences; or

• (iii) a person or a group of associated persons having a relevant interest in, subsequent to the grant of the Options, sufficient Shares to give it or them the ability in general meeting to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons,

(or the Board forms the view that one of those events is likely to occur) then the Board may declare an Option to be free of any conditions of exercise and/or vesting. Options which are so declared may be exercised at any time before they expire.

• (b) An Optionholder may not assign or transfer Options except during a Takeover Period, in which case the Options may only be transferred by the Optionholder to the bidder or its nominees in accordance with the Corporations Act.

• (c) For the purposes of this item 4, a Takeover Period means in relation to a takeover bid in respect of Shares, the period referred to in section 624 of the Corporations Act, provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the takeover period shall be deemed to have commenced at the time of that announcement.

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• (d) If any person or corporation having a relevant interest in not less than 90% of the Shares of the Company issues a notice of meeting convening a meeting of shareholders in order to enter into a scheme of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented would result in a person or corporation having a relevant interest in not less than 90% of the Shares, the Options will be free of any conditions of exercise and/or vesting and may be exercised at any time before they expire.

5. Exercise Period

• (a) The Options will expire on the date which is the first to occur of:

• (i) the Expiry Date; or

• (ii) if paragraph (b) applies, the date of termination of the Employment.

• (b) All unvested Options will expire on termination of the Employment for any reason whatsoever, unless the Board makes a determination (in its absolute discretion) that:

• (i) the Executive's performance during the Term; and

• (ii) the circumstances of the termination of the Employment,

• are such that this paragraph (b) should not apply and the unvested Options should expire on the Expiry Date.

• (c) An Option may only be exercised at any time after the applicable Vesting Date and prior to the date that the Option expires under paragraph (a) above.

6. Notice of Exercise

• (a) The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise together with the full amount of the Exercise Price in cleared funds.

• (b) The Options may only be exercised in multiples of 1,000 on each occasion.

7. Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then shares of the Company.

8. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

9. Timing of issue of Shares

After an Option is validly exercised, the Company must, within, 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option:

• (a) issue the Share; and

• (b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Shares.

10. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will give holders of the Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

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11. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

12. Adjustment for entitlement issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O – E[P-(S+D)]

N+1

• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

13. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholder may be varied to comply with the Listing Rules which apply to the reorganisation at the time of the reorganisation.

14. Options not quoted

The Company will not apply to ASX for quotation of the Options.

15. Options not transferable

The Options are not transferable.

16. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

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Schedule 2 – Terms and Conditions of Adviser Options

1. Entitlement

Each Adviser Option ( Option ) entitles the holder to subscribe for one Share upon exercise of the Option.

2. Exercise Price and Expiry Date

Each Option is exercisable at $0.049 ( Exercise Price ) on or before 18 October 2019 ( Expiry Date ).

3. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

4. Notice of Exercise

The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price within 7 days of such notice for each Option being exercised.

5.

Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then shares of the Company.

6.

Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

7.

Timing of issue of Shares

After an Option is validly exercised, the Company must, within, 15 Business Days of the receipt of cleared funds equal to the sum payable on the exercise of the Option:

• (a) issue the Share; and

• (b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Shares.

8. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will give holders of the Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

9.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Exercise Price.

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10. Adjustment for entitlement issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

• New exercise price = O - E[P (S+D)]

N+1

• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Options not quoted

The Company will not apply to ASX for quotation of the Options.

13. Options not transferable

The Options are not transferable.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry

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