4DS MEMORY LIMITED — Proxy Solicitation & Information Statement 2018

Dec 12, 2018

4DS MEMORY LIMITED

ACN 145 590 110

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at Level 2, 50 Kings Park Road, West Perth WA 6005 on Friday, 18 January 2019 at 10.00 am (AWST)

This Notice of 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 GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of 4DS Memory Limited ( Company ) will be held at Level 2, 50 Kings Park Road, West Perth WA 6005 on Friday, 18 January 2019 at 10.00 am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Proxy Form and Explanatory Memorandum 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 Wednesday, 16 January 2019 at 4.00 pm (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

1. Resolution 1 – Ratification of prior issue of Placement Shares

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 70,027,777 Shares ( Placement Shares ) to the Placement Participants each at an issue price of $0.045 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf the Placement Participants or 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.

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

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 10.11, and for all other purposes, Shareholders approve and authorise Mr James Dorrian (and/or his nominees) to participate in the Placement to the extent of up to 1,111,111 Shares each at an issue price of $0.045 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr James Dorrian and his nominee/s or 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.

3. Resolution 3 – Authority for Dr Guido Arnout to participate in the Placement

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 10.11, and for all other purposes, Shareholders approve and authorise Dr Guido Arnout (and/or his nominees) to participate in the Placement to the extent of up to 1,111,111 Shares each at an issue price of $0.045 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Dr Guido Arnout and his nominee/s or 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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4. Resolution 4 – Authority for Mr David McAuliffe to participate in the Placement

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 10.11, and for all other purposes, Shareholders approve and authorise Mr David McAuliffe (and/or his nominees) to participate in the Placement to the extent of up to 555,555 Shares each at an issue price of $0.045 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr David McAuliffe and his nominee/s or 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.

5. Resolution 5 –Authority to issue Shares to Mr Howard Digby in lieu of Director's fees

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, Shareholders approve and authorise the Directors to issue 1,222,222 Shares to Mr Howard Digby (and/or his nominees) in lieu of outstanding Director's fees payable to Mr Digby on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Howard Digby and his nominee/s or 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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6. Resolution 6 – Adoption of New Constitution

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

"That, with effect from the passing of this Resolution and in accordance with section 136 of the Corporations Act, the regulations contained in the printed document produced to this Meeting and signed by the Chairman for identification purposes ( Proposed Constitution ) are hereby approved and adopted as the constitution of the Company in substitution for, and to the exclusion of, the existing Constitution of the Company."

Dated 11 December 2018 BY ORDER OF THE BOARD

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Mr Peter Webse Company Secretary

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4DS MEMORY LIMITED ACN 145 590 110

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 Level 2, 50 Kings Park Road, West Perth WA 6005 on Friday, 18 January 2019 at 10.00 am (AWST).

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 each Resolution.

2.1 Proxies

A Proxy Form is attached to the 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. Lodgment 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.

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2.2 Voting Prohibition by Proxy Holders

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 Resolution 5 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 Resolution 5,

however, the prohibition does not apply if:

• (c) the proxy is the Chair; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if Resolution 5 is connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Resolution 1 – Ratification of issue of Placement Shares

3.1 General

On 13 November 2018 the Company announced a placement of a total of 72,805,554 Shares at an issue price of $0.045 per Share to raise $3.276 million (before costs) ( Placement ). The Placement was to be completed in two tranches, comprising:

• (a) 70,027,777 Shares (being the Placement Shares) to be issued to existing and new professional and sophisticated investors to raise $3.15 million (before costs); and

• (b) subject to Shareholder approval, a further 2,777,777 Shares ( Director Placement Shares ) to be issued to Directors (and/or their nominees) to raise an additional $125,000 (before costs).

The Placement Shares were issued by the Company on 20 November 2018. Shareholder approval for the issue of the Director Placement Shares is being sought pursuant to Resolutions 2 to 4 (see Section 4 for further details).

The proceeds raised from the Placement have or will be used to fund the Company’s ongoing development activities relating to its Interface Switching ReRAM Storage Class Memory technology and also to achieve key strategic and technical milestones with IMEC.

The Placement Shares 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.

Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1, provided that the previous issue did not breach

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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 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. By ratifying this issue (and the other issues of Shares proposed to be approved by Shareholders at the Meeting the subject of this Notice), 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 1 is an ordinary resolution.

3.2 Specific Information Required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) The Placement Shares (comprising 70,027,777 Shares) were issued by the Company on 20 November 2018.

• (b) The Placement Shares were issued at an issue price of $0.045 each.

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

• (d) The Placement Shares were issued to the Placement Participants , none of whom is a related party of the Company.

• (e) The funds raised from the issue of the Placement Shares have or will be used for the purposes set out in Section 3.1.

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

4. Resolutions 2 to 4 – Authority for Directors to participate in the Placement

4.1 Background

As set in Section 3.1, the Directors wish to subscribe for a total of $125,000 worth of Shares under the Placement as follows:

• (a) Mr James Dorrian – $50,000 worth of Shares, being 1,111,111 Shares;

• (b) Dr Guidio Arnout – $50,000 worth of Shares, being 1,111,111 Shares; and

• (c) Mr David McAuliffe – $25,000 worth of Shares, being 555,555 Shares.

The Director Placement Shares are proposed to be issued to Directors at an issue price of $0.045 each (being the same as the issue price of the Placement Shares).

Approval is required under Listing Rule 10.11 for the issue of the Director Placement Shares to the Directors.

Listing Rule 10.11 requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related

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party is, in ASX’s opinion, such that approval should be obtained, unless an exception in Listing Rule 10.12 applies.

Resolutions 2 to 4 seek Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Director Placement Shares to Messrs Dorrian, Arnout and McAuliffe (and/or their nominees). If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1 Shareholder approval of the issue of the Director Placement Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolutions 2 to 4 are ordinary resolutions.

4.2 Specific information required by Listing Rule 10.13

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

• (a) The maximum number of Shares to be issued to the Directors is a total of 2,777,777 Shares, comprising:

• (i) Mr James Dorrian (and/or his nominees) – 1,111,111 Shares;

• (ii) Dr Guido Arnout (and/or his nominees) – 1,111,111 Shares; and

• (iii) Mr David McAuliffe (and/or his nominees) – 555,555 Shares.

• (b) The Company will issue the Director Placement Shares no later than one month after the date of the Meeting (or such longer period as ASX may in its discretion allow), and it is intended that all of the Director Placement Shares will be issued on the same date.

• (c) Each of Messrs Dorrian, Arnout and McAuliffe are a related party of the Company by virtue of being a Director.

• (d) The Director Placement Shares will be issued an issue price of $0.045 per Share (being the same issue price as the Placement Shares).

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

• (a) The funds raised from the issue of the Director Placement Shares will be aggregated with the funds raised from the issue of the Placement Shares and used for the purposes set out in Section 3.1.

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

5. Resolution 5 – Approval of issue of Shares to Mr Howard Digby in lieu of Director’s fees

5.1 General

Resolution 5 seeks Shareholder approval in accordance with Listing Rule 10.11 for the issue of 1,222,222 Shares to Mr Howard Digby (and/or his nominees).

The Company and Mr Digby have agreed that, subject to Shareholder approval, Mr Digby will take 100% of the Director’s fees owing to him for the 22 month period between 1 January 2017

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to 31 October 2018 (being a total of $55,000) in Shares rather than in cash, at a deemed issued price of $0.045 per Share, being the same issue price as the Placement Shares.

5.2 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 4.1. Mr Digby is a related party of the Company by virtue of being a Director. Therefore, approval is required under Listing Rule 10.11 for the issue of Shares to him.

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the 1,222,222 Shares. If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1). Accordingly, the issue of these Shares to Mr Digby pursuant to Resolution 5 will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Resolution 5 is an ordinary resolution.

5.3 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 5:

• (a) The maximum number of Shares to be issued to Mr Digby (and/or his nominees) is 1,222,222 Shares.

• (b) The Company will issue the Shares to Mr Digby (and/or his nominees) 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 Shares will be issued on the same date.

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

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

• (e) The Shares will be issued for nil cash consideration in lieu of Director's fees as set out in Section 5.1, and accordingly no funds will be raised from the issue of the Shares to Mr Digby. The Shares will be issued for a deemed issue price of $0.045 per Share (being the same issue price as the Placement Shares).

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

6. Resolution 6 – Approval of amendments to Constitution

6.1 General

The current constitution of the Company was adopted on 10 September 2010.

It is proposed that the current Constitution be replaced by a new Constitution that reflects compliance with current law and enables the Company to better function in accordance with its

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constituent documents. The Proposed Constitution has been approved by ASX as required under the Listing Rules.

Resolution 6 seeks Shareholder approval for the adoption of a new constitution in accordance with section 136 of the Corporations Act.

Resolution 6 is a special resolution and requires approval of 75% of the votes cast by Shareholders.

A copy of the Proposed Constitution will be sent to any Shareholder upon request and will also be available for inspection at the registered office of the Company located at Level 2, 50 Kings Park Road, West Perth, Western Australia, during normal business hours prior to the Meeting and at the Meeting.

If Resolution 6 is passed, the new Constitution will become effective from the passing of the Resolution. In summary, the Proposed Constitution Includes provisions to the following effect:

(a) Shares

The issue of shares and options by the Company is under the control of the Directors, subject to the Corporations Act, Listing Rules and any rights attached to any special class of shares.

(b) Preference Shares

The Corporations Act requires certain rights of preference shares to be either set out in the Company's constitution or approved in general meeting by special resolution before preference shares are issued.

The Proposed Constitution sets out a framework of rights for preference share issues from which the Board can determine to allot and issue preference shares, without the need to obtain further shareholder approval every time an allotment of preference shares is proposed. The Proposed Constitution contains the framework as well as specific rights of preference shares as to the repayment of capital, requirements for redemption (if the preference shares are redeemable), participation in surplus assets and profits, voting rights and priority of payment of capital and dividends. Other specific terms, including the dividend amount, the redemption date (if applicable) and redemption amount (if applicable), would be set by the issuing resolution of the Directors.

(c) Reductions of Capital

The Proposed Constitution is consistent with the Corporations Act requirements which must be satisfied by the Company in undertaking an alteration of capital.

(d) Liens

If the Company issues partly paid shares and a call made on those shares is unpaid, the Company will have a lien over the shares on which the call is unpaid. The lien may be enforced by a sale of those shares.

(e) Transfer of Shares

The Company may participate in any clearing and settlement facility provided under the Corporations Act, the Listing Rules and the ASX Settlement Pty Ltd (“ASX Settlement”) Operating Rules. Transfers through ASX Settlement are effected electronically in ASX Settlement's Clearing House Electronic Sub register System (“CHESS”). For the purposes of the Company’s participation in the CHESS, the Company may issue holding statements in lieu of share certificates. The Company will not charge any fee for registering a transfer of shares. The

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Directors may refuse to register a transfer of shares in the circumstances permitted or required under the Corporations Act and Listing Rules.

(f) Proportional Takeovers

A proportional takeover bid is one in which the offeror offers only to buy a specified proportion of each Shareholders' shares.

The Proposed Constitution provides for Shareholder approval of any proportional takeover bid for the shares. Subject to the Listing Rules and ASX Settlement Operating Rules, the provisions require the Directors to refuse to register any transfer of shares made in acceptance of a proportional takeover offer until the requisite Shareholder approval has been obtained.

The perceived advantages of including proportional takeover provisions in the Proposed Constitution are that such provisions may:

• (i) enhance the bargaining power of Directors in connection with any potential sale of the Company;

• (ii) improve corporate management by eliminating the possible threat of a hostile takeover through longer term planning;

• (iii) make it easier for Directors to discharge their fiduciary and statutory duties to the Company and its Shareholders to advise and guide in the event of a proportional bid occurring; and

• (iv) strengthen the position of Shareholders of the Company in the event of a takeover, assuming the takeover will result in a sharing of wealth between the offeror and Shareholders, as the more cohesive Shareholders are in determining their response the stronger they are. A requirement for approval can force Shareholders to act in a more cohesive manner. Where Shareholders know that a bid will only be successful if a specified majority of Shareholders accept the offer, they have less to fear by not tendering to any offer which they think is too low.

The perceived disadvantages of including proportional takeover provisions in the Proposed Constitution include the following matters:

• (v) a vote on approval of a specific bid suffers from a bias in favour of the incumbent Board;

• (vi) the provisions are inconsistent with the principle that a share in a public company should be transferable without the consent of other Shareholders; and

• (vii) a Shareholder may lack a sufficient financial interest in any particular company to have an incentive to determine whether the proposal is appropriate.

To comply with the Corporations Act, the proportional takeover provisions must be renewed by Shareholders in general meeting at least every 3 years to remain in place.

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(g) Alterations of share capital

Shares may be converted or cancelled with Shareholder approval and the Company’s share capital may be reduced in accordance with the requirements of the Corporations Act and the Listing Rules.

(h) Buy Backs

The Company may buy back shares in itself on terms and at such times determined by the Directors.

(i) Disposal of less than a Marketable Parcel

For the sake of avoiding excessive administration costs, the Proposed Constitution contains provisions enabling the Company to procure the disposal of shares where the Shareholder holds less than a marketable parcel of shares within the meaning of the Listing Rules (being a parcel of shares with a market value of less than $500). To invoke this procedure, the Directors must first give notice to the relevant Shareholder holding less than a marketable parcel of shares, who may then elect not to have his or her shares sold by notifying the Directors.

(j) Variation of class rights

Class rights attaching to a particular class of shares may be varied or cancelled with the consent in writing of holders of 75% of the shares in that class or by a special resolution of the holders of shares in that class.

(k) Meetings of Shareholders

Directors may call a meeting of Shareholders whenever they think fit. Shareholders may call a meeting as provided by the Corporations Act. The Proposed Constitution contains provisions prescribing the content requirements of notices of meetings of Shareholders and all Shareholders are entitled to a notice of meeting. Consistent with the new Corporations Act provisions, a meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of Shareholders is 2 eligible voters.

The Company will hold annual general meetings in accordance with the Corporations Act and the Listing Rules.

(l) Voting of Shareholders

Resolutions of Shareholders will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. On a poll each eligible Shareholder has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share.

(m) Proxies

An eligible Shareholder may appoint a proxy to attend and vote at the meeting on the Shareholder's behalf. The Proposed Constitution contains provisions specifying the manner of lodgement of proxy instruments. A Shareholder may appoint an individual or corporation to act as its representative.

(n) Directors

Unless changed by the Company in general meeting, the minimum number of directors is 3 and the maximum is 10. The existing directors of the Company may appoint a new Director to fill a

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casual vacancy or as an addition to the board. Any such Director must retire at the next following annual general meeting of the Company (at which meeting he or she may be eligible for election as director). No Director other than the Managing Director may hold office for longer than 3 years without submitting himself or herself for re-election.

(o) Powers of Directors

The business of the Company is to be managed by or under the direction of the Directors.

(p) Remuneration of Directors

The Company may pay non-executive Directors a maximum of the total amount as determined by the Shareholders in general meeting and such sum must not be paid by way of commission on, or percentage of, profits or operating revenue.

The remuneration of executive Directors will be subject to the provisions of any contract between each of them and the Company and may be by way of commission on, or percentage of, profits of the Company, but will not be by way of commission on, or percentage of, operating revenue.

(q) Execution of documents

The Proposed Constitution provides for execution of documents by the Company without the use of the Company’s company seal.

(r) Dividends

Subject to and in accordance with the Corporations Act, the Listing Rules, the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividends, the Directors may from time to time declare dividends to be paid to the shareholders entitled to dividends. Subject to the rights of any preference shares and to the rights of the holders of any Shares created or raised under any special arrangement as to dividends, the dividends as declared shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

(s) Indemnities and insurance

To the extent permitted by law, the Company indemnifies every person who is, or has been, a Director or Secretary of the Company against a liability incurred by that person in his or her capacity as a Director or Secretary provided that the liability does not arise out of conduct involving a lack of good faith (otherwise referred to as an excluded liability). A similar indemnity is provided in respect of legal proceedings. The Company may also pay the premiums on directors' and officers' liability insurance.

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7. Definitions

$ , AUD or A$ means Australian dollars, being the currency used in Australia.

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

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

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting.

Company means 4DS Memory Limited (ACN 145 590 110).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Placement Shares has the meaning in Section 3.1.

Explanatory Memorandum means the explanatory memorandum attached to this Notice.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of Meeting.

Placement has the meaning in Section 3.1.

Placement Shares has the meaning in Resolution 1.

Placement Participants means existing and new sophisticated or professional investors, none of whom is a related party of the Company.

Proposed Constitution has the meaning in Resolution 6.

Proxy Form means the proxy form attached to this Notice.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Memorandum.

Schedule means a Schedule to this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

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

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