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 Wednesday, 24 April 2019 at 10.30 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.

4DS MEMORY LIMITED ACN 145 590 110

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 Wednesday, 24 April 2019 at 10.30 am (AWST) ( Meeting ).

The Explanatory Memorandum 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 Monday, 22 April 2019 at 10.30 am (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 6.

AGENDA

1. Resolution 1 – Ratification of grant of Tranche 1 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 grant by the Company of 8,900,000 Tranche 1 Employee Options granted 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 any person who participated in the grant of the Tranche 1 Employee Options the subject of this Resolution or any associates of those persons.

However, the Company need 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.

2. Resolution 2 – Authority to grant Tranche 2 Employee Options to Dr Guido Arnout

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, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to grant 7,380,000 Tranche 2 Employee Options to Dr Guido Arnout (or his nominees) 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 on or behalf of Dr Guido Arnout or his nominees, or any associates of those persons.

However, the Company need 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.

3. Resolution 3 – Authority to grant Tranche 2 Employee Options to Mr David McAuliffe

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, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to grant 7,000,000 Tranche 2 Employee Options to Mr David McAuliffe (or his nominees) 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 or his nominees, or any associates of those persons.

However, the Company need 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 – Authority to grant Tranche 2 Employee Options 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, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to grant 1,250,000 Tranche 2 Employee Options to Mr James Dorrian (or his nominees) 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 Dorian or his nominees, or any associates of those persons.

However, the Company need 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.

5. Resolution 5 – Authority to grant Tranche 2 Employee Options to Mr Howard Digby

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, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to grant 1,250,000 Tranche 2 Employee Options to Mr Howard Digby (or his nominees) 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 or his nominees, or any associates of those persons.

However, the Company need 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 – Section 195 Approval

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

“That, subject to and conditional on Resolutions 2 to 5 being passed, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in Resolutions 2 to 5."

Dated 5 March 2019 BY ORDER OF THE BOARD

Mr Peter Webse

Company Secretary

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 Wednesday, 24 April 2019 at 10.30 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.

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 Resolutions 1 to 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 Resolutions 1 to 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 Resolutions 1 to 5 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

3. Resolution 1 – Ratification of grant of Tranche 1 Employee Options

3.1 General

As announced on 22 January 2019, the Company has:

(a) granted 8,900,000 Tranche 1 Employee Options as incentives to its US based employees and consultants; and
(b) agreed, subject to Shareholder approval, to grant a total of 16,880,000 Tranche 2 Employee Options to Director (refer to Section 4.1 for further details).

The Tranche 2 Employee Options proposed to be granted to Directors are dealt with under Resolutions 2 to 5 (see Section 4 for further details).

The Tranche 1 Employee Options are each exercisable at $0.052 and expire on 22 January 2024. The Tranche 1 Employee Options will vest quarterly at a rate of 10% per quarter over 10 quarters (2.5 years).

At the time of issue of the Tranche 1 Employee Options the Company's Share price was $0.052, meaning that the Tranche 1 Employee Options were issued at the money at the time of issue. The Board considers that issuing Options at or near the money is in line with option incentive packages provided in the US, where almost all of the Company's employees and consultants are located. The Board considers that retaining its staff is critical to the success of the Company and the grant of Tranche 1 Employee Options with vesting conditions linked to continuous service to the Company was a cost effective and efficient way for the Company to retain and motivate its employees and consultants.

The closing price of the Company's Shares on ASX on the last trading day prior to this Notice was $0.077. The Tranche 1 Employee Options are, accordingly, in the money as at the date of this Notice.

All unvested Tranche 1 Employee Options will expire on termination of employment for any reason whatsoever, unless the Board determines otherwise (in its absolute discretion) based on the relevant employee’s performance during the term and the circumstances of the termination, in which case the Tranche 1 Employee Options will continue to vest in accordance with the vesting schedule and expire on the expiry date referred to above.

In certain circumstances, unvested Tranche 1 Employee Options may become vested on the occurrence of certain change of control type events more fully described in Schedule 1 (subject to Board discretion in some cases).

The full terms and conditions of the Tranche 1 Employee Options are set out in Schedule 1.

All of the Tranche 1 Employee Options were granted within the Company’s 15% annual limit permitted under 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 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 grant of the Tranche 1 Employee Options. By ratifying this grant, 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

For the purposes of Listing Rule 7.5 information regarding Resolution 1 is provided as follows:

(a) 8,900,000 Tranche 1 Employee Options were granted by the Company on 22 January 2019. This does not include the Tranche 2 Employee Options to be granted to the Directors under Resolutions 2 to 5.
(b) The Tranche 1 Employee Options were granted for nil cash consideration as an incentive and as consideration for services to the Company, therefore no funds were raised from the grant.
(c) The Tranche 1 Employee Options are each exercisable at $0.052 on or before 22 January 2024. The vesting dates and treatment of the Tranche 1 Employee Options on cessation of employment or a change of control are summarised in Section 3.1. Shares issued on exercise of the Tranche 1 Employee Options will be fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company. The full terms and conditions of the Tranche 1 Employee Options are set out in Schedule 1.
(d) The Tranche 1 Employee Options were granted to employees and consultants of the Company, none of which is a related party of the Company.
(e) A voting exclusion statement is included in the Notice.

4. Resolutions 2 to 5 – Authority to grant Tranche 2 Employee Options to Directors

4.1 General

As outlined in Section 3.1 above, the Company has agreed, subject to Shareholder approval, to grant the following Tranche 2 Employee Options to Directors:

(a) 7,380,000 Tranche 2 Employee Options to Managing Director, Dr Guido Arnout;
(b) 7,000,000 Tranche 2 Employee Options to Executive Director, Mr David McAuliffe;
(c) 1,250,000 Tranche 2 Employee Options to Non-Executive Chairman, Mr James Dorrian; and
(d) 1,250,000 Tranche 2 Employee Options to Non-Executive Director, Mr Howard Digby.

The Tranche 2 Employee Options are each exercisable at $0.052, and expire on 22 January 2024 and (except as set out below) will otherwise be granted to Directors on the same terms and conditions as the Tranche 1 Employee Options granted to its US based employees and consultants.

As announced on 22 January 2019, as part of the equity package agreed with Mr McAuliffe in connection with his move from being a Non-Executive Director to an Executive Director, of the Tranche 2 Employee Options to be granted to Mr McAuliffe the Company is proposing that:

(a) 5,750,000 Tranche 2 Employee Options will vest immediately upon grant; and
(b) the remaining 1,250,000 Tranche 2 Employee Options will vest on the same terms as all other Employee Options, being quarterly at a rate of 10% per quarter over 10 quarters (2.5 years).

The full terms and conditions of the Tranche 2 Employee Options are set out in Schedule 2.

When the Company announced the proposed issue of the Tranche 2 Employee Options the Company's Share price was $0.052, meaning that the Tranche 2 Employee Options were at the money at this time. The package of Tranche 2 Employee Options to be granted to Directors was negotiated with each Director at this time to be aligned with the Tranche 1 Employee Options granted to the Company's US based employees and consultants and, accordingly, except for 5,750,000 of the Tranche 2 Employee Options to be granted to Mr McAuliffe, which vest immediately, the Options were to be granted on the same terms.

The closing price of the Company's Shares on ASX on the last trading day prior to this Notice was $0.077. The Tranche 2 Employee Options are, accordingly, in the money as at the date of this Notice.

In the Company’s present circumstances, the Board considers that the incentive provided to each of Dr Arnout, Mr McAuliffe, Mr Dorrian and Mr Digby that will be represented by the grant of these Tranche 2 Employee Options is a cost effective and efficient way for the Company to appropriately reward and/or incentivise each Director's performance and assist in retaining and

motivating the Directors in their current roles, as opposed to alternative forms of incentive, such as payment of cash compensation. The proposed grant of Tranche 2 Employee Options also aligns the interests of the Directors with the interests of Shareholders as the value of these Options is linked to the underlying Share price.

As outlined in Section 3.1, the Board considers that retaining its staff is critical to the success of the Company and this extends to its Directors and even more so to its executives. Accordingly, the Board considers that the grant of Tranche 2 Employee Options with vesting conditions linked to continuous service to the Company is a cost effective and efficient way for the Company to retain and motivate its Directors. In relation to Dr Arnout, the quantum of Tranche 2 Employee Options to be granted to him is commensurate to his significant contribution and value to the Company and his role as an executive. In relation to Mr McAuliffe, the Board considers his salary is less than the remuneration provided to executive Directors of peer companies in the industry in which the Company operates and is significantly less than his predecessor. Accordingly, the Board considers that granting Mr McAuliffe Tranche 2 Employee Options, some of which vest immediately, is commensurate to his contribution and value to the Company. In relation to Mr Dorrian and Mr Digby, both have accepted directors’ fees at less than market rates, which have been unchanged since 2015, and the Board considers the grant Tranche 2 Employee Options to them is consistent with the remuneration and Incentivisation standards in the industry and sector in which the Company operates.

4.2 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Employee constitutes giving a financial benefit and each of Dr Arnout, Mr McAuliffe, Mr Dorrian and Mr Digby are a related party of the Company by virtue of being a Director.

In addition, ASX Listing Rule 10.11 also 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 party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Tranche 2 Employee Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies.

It is the view of the Directors that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of the Tranche 2 Employee Options to each of Dr Arnout, Mr McAuliffe, Mr Dorrian and Mr Digby.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Tranche 2 Employee Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Tranche 2 Employee Options will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

Resolutions 2 to 5 are ordinary resolutions.

4.3 Specific information required under Listing Rule 10.13 and section 219 of the Corporations Act

For the purposes of Listing Rule 10.13 and section 219 of the Corporations Act, information regarding the Tranche 2 Employee Options to be granted under Resolutions 2 to 2 is provided as follows:

(a) The Tranche 2 Employee Options will be granted to Directors Dr Guido Arnout, Mr David McAuliffe, Mr James Dorrian and Mr Howard Digby (or their nominees).
(b) The maximum number of Tranche 2 Employee Options the Company will grant to each Director (or their nominees) is as follows:
(i) Dr Guido Arnout - 7,380,000 Tranche 2 Employee Options;
(ii) Mr David McAuliffe - 7,000,000 Tranche 2 Employee Options;
(iii) Mr James Dorrian - 1,250,000 Tranche 2 Employee Options; and
(iv) Mr Howard Digby - 1,250,000 Tranche 2 Employee Options.
(c) The Tranche 2 Employee Options will be granted 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).
(d) The Tranche 2 Employee Options will be granted for nil consideration as they are being granted as incentive based remuneration. Accordingly, no funds will be raised from the grant of the Tranche 2 Employee Options.
(e) Each of Dr Arnout, Mr McAuliffe, Mr Dorrian and Mr Digby are a related party of the Company by virtue of being a Director.
(f) The Tranche 2 Employee Options are each exercisable at $0.052 on or before 22 January 2024. The vesting dates and treatment of the Tranche 2 Employee Options on cessation of employment or a change of control are summarised in Section 4.1. Shares issued on exercise of the Tranche 2 Employee Options will be fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company. The full terms and conditions of the Tranche 2 Employee Options are set out in Schedule 2.
(g) A voting exclusion statement is included in the Notice.
(h) If all of the Tranche 2 Employee Options granted under Resolutions 2 to 5 are exercised it may result in a dilution of all other Shareholders’ holdings in the Company by 1.61% based on the Shares currently on issue (assuming all Options granted under Resolutions 1 to 5 are exercised and no other Options are exercised).
(i) The remuneration and emoluments from the Company to the Directors for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Director	Current Financial Year	Previous Financial year
Dr Guido Arnout	$397,183(1)	$1,031,625
Mr David McAuliffe	$162,500	$134,025
Mr James Dorrian	$40,000	$40,000
Mr Howard Digby	$30,000	$30,000

(1) Represents US$282,000 at an exchange rate of $0.71.
(j) As at the date of this Notice, the members of the Board each have an relevant interest in the following securities of the Company.

Director	Shares	Options
Dr Guido Arnout	3,030,053	50,458,333(1)
Mr David McAuliffe	13,077,394	-
Mr James Dorrian	52,128,094	-
Mr Howard Digby	5,777,172	-

(1) Comprises 36,458,333 Options exercisable at $0.02 and expiring 30 June 2020 and 14,000,000 Options exercisable at $0.042 and expiring 27 October 2022.

(k) On the basis of the assumptions below, the Company has determined the technical value of the Tranche 2 Employee Options to be granted under Resolutions 2 to 5 to be as follows:
(i) Value of each Tranche 2 Employee Option: $0.0457; and
(ii) Total Value of Tranche 2 Employee Options: $771,416.

The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used, together with the following assumptions:

(i) the market price per Share as at the valuation date of 13 February 2019 is $0.058;
(ii) the exercise price of the Tranche 2 Employee Options is $0.052;
(iii) the Tranche 2 Employee Options will expire on 22 January 2024;
(iv) the price volatility of the Shares is approximately 107%;
(v) the risk-free interest rate is 1.69%; and
(vi) dividends are unlikely to be paid during the life of the Tranche 2 Employee Options.
(l) The market price of Shares would normally determine whether or not the Tranche 2 Employee Options will be exercised. If the Tranche 2 Employee Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.

(m) Historical share price information for the 12 months prior to the date of this Notice is as follows:

as follows:
	Price	Date
Highest	$0.13	3 September 2018
Lowest	$0.036	16 July2018
Last	$0.077	4 March 2019

(n) As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

(o) All of the Directors have a material personal interest in the outcome of Resolutions 2 to 5, each being a Director to whom the Tranche 2 Employee Options will be granted under Resolutions 2 to 5.
(p) Each of the Directors recommend that Shareholders vote in favour of Resolutions 2 to 5 except:
(i) Dr Arnout refrains from making a recommendation in regard to Resolution 2;
(ii) Mr McAuliffe refrains from making a recommendation in regard to Resolution 3; and
(iii) Mr James Dorrian refrains from making a recommendation in regard to Resolution 4; and
(iv) Mr Digby refrains from making a recommendation in regard to Resolution 5.

The Directors have refrained from making recommendations as above particularised because those Resolutions concerns the grant of Tranche 2 Employee Options to that Director and he has a personal interest in the outcome of the Resolution and therefore believes it inappropriate to make a recommendation.

Those Directors who recommend that Shareholders vote in favour of Resolutions 2 to 5 do so because the Tranche 2 Employee Options will provide a key component of the incentive portion of the Director's remuneration in order to retain each of their services and will align the interests of each Director with those of Shareholders.

(q) In forming their recommendations, the Directors (other than those Directors who have refrained from making recommendations as above particularised) have considered the experience of the members of the Board, the current market price of Shares, the current market practices (based on a review of publicly available information relating to the remuneration structures of several of its ASX listed peer companies) when determining the number of Tranche 2 Employee Options to be granted as well as the exercise price, expiry date and vesting conditions of those Tranche 2 Employee Options.
(r) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolution 2 to 5.

5. Resolution 6 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolutions 2 to 5. In the absence of this Resolution 6, the Directors may not be able to form a quorum at directors’ meetings necessary to carry out the terms of Resolutions 2 to 5.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

Resolution 6 is an ordinary resolution and is subject to Resolutions 2 to 5 being passed.

6. 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.

Business Day means a day on which banks are open for business in Perth, WA, Australia excluding a Saturday, Sunday or public holiday.

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.

Employee Options means a Tranche 1 Employee Option or a Tranche 2 Employee Option.

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.

Option means an option to acquire an unissued Share.

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.

Tranche 1 Employee Option means an Option granted on the terms and conditions set out in Schedule 1.

Tranche 2 Employee Option means an Option granted on the terms and conditions set out in Schedule 2.

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

Schedule 1 – Terms and Conditions of Tranche 1 Employee Options

1. Entitlement

Each Tranche 1 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 of $0.052 ( Exercise Price ) and an expiry date of 22 January 2024 ( Expiry Date ).

3. Vesting Dates

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

(i) 10% of the Options: 22 April 2019;
(ii) 10% of the Options: 22 July 2019;
(iii) 10% of the Options: 22 October 2019;
(iv) 10% of the Options: 22 January 2020;
(v) 10% of the Options: 22 April 2020;
(vi) 10% of the Options: 22 July 2020;
(vii) 10% of the Options: 22 October 2020;
(viii) 10% of the Options: 22 January 2021;
(ix) 10% of the Options: 22 April 2021; and
(x) 10% of the Options: 22 July 2021.

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.
(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 employee'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.

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

Where:

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 transferable

The Options are transferable by the holder provided that the transferee agrees with the holder and the Company to be bound to these terms and conditions prior to the transfer.

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.

Schedule 2 – Terms and Conditions of Tranche 2 Employee Options

1. Entitlement

Each Tranche 2 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 of $0.052 ( Exercise Price ) and an expiry date of 22 January 2024 ( Expiry Date ).

3. Vesting Dates

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

(i) 10% of the Options: 22 April 2019;
(ii) 10% of the Options: 22 July 2019;
(iii) 10% of the Options: 22 October 2019;
(iv) 10% of the Options: 22 January 2020;
(v) 10% of the Options: 22 April 2020;
(vi) 10% of the Options: 22 July 2020;
(vii) 10% of the Options: 22 October 2020;
(viii) 10% of the Options: 22 January 2021;
(ix) 10% of the Options: 22 April 2021; and
(x) 10% of the Options: 22 July 2021,

unless the Board determines that the Options vest immediately upon grant.

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,

(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.

(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 employee'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.

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

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

New exercise price = O – E[P (S+D)]

N+1

Where:

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

14. Options not quoted

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

15. Options transferable

The Options are transferable by the holder provided that the transferee agrees with the holder and the Company to be bound to these terms and conditions prior to the transfer.

16. Lodgement Instructions

This page is left intentionally blank

==> picture [511 x 203] intentionally omitted <==

==> picture [13 x 9] intentionally omitted <==

==> picture [138 x 25] intentionally omitted <==

4DS

==> picture [189 x 11] intentionally omitted <==

==> picture [28 x 11] intentionally omitted <==

==> picture [17 x 11] intentionally omitted <==

==> picture [98 x 11] intentionally omitted <==

==> picture [39 x 11] intentionally omitted <==

==> picture [62 x 11] intentionally omitted <==

==> picture [48 x 11] intentionally omitted <==

==> picture [282 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [188 x 12] intentionally omitted <==

✓

✓ ✓

==> picture [20 x 12] intentionally omitted <==

└

==> picture [192 x 11] intentionally omitted <==

==> picture [26 x 58] intentionally omitted <==

==> picture [20 x 35] intentionally omitted <==

==> picture [20 x 20] intentionally omitted <==

==> picture [20 x 40] intentionally omitted <==

==> picture [26 x 68] intentionally omitted <==

==> picture [56 x 13] intentionally omitted <==

==> picture [79 x 13] intentionally omitted <==

==> picture [56 x 13] intentionally omitted <==

==> picture [113 x 13] intentionally omitted <==

==> picture [126 x 56] intentionally omitted <==

==> picture [45 x 11] intentionally omitted <==

==> picture [84 x 11] intentionally omitted <==

==> picture [116 x 57] intentionally omitted <==

==> picture [18 x 17] intentionally omitted <==

==> picture [29 x 11] intentionally omitted <==

==> picture [84 x 11] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

==> picture [34 x 11] intentionally omitted <==

==> picture [113 x 10] intentionally omitted <==

==> picture [101 x 11] intentionally omitted <==

==> picture [187 x 15] intentionally omitted <==

==> picture [221 x 15] intentionally omitted <==

==> picture [225 x 12] intentionally omitted <==

==> picture [67 x 12] intentionally omitted <==

==> picture [54 x 12] intentionally omitted <==

==> picture [48 x 12] intentionally omitted <==

==> picture [26 x 12] intentionally omitted <==

==> picture [18 x 12] intentionally omitted <==

==> picture [106 x 11] intentionally omitted <==

==> picture [42 x 11] intentionally omitted <==

==> picture [51 x 11] intentionally omitted <==

==> picture [99 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [182 x 11] intentionally omitted <==

==> picture [255 x 11] intentionally omitted <==

==> picture [57 x 11] intentionally omitted <==

==> picture [22 x 11] intentionally omitted <==

==> picture [102 x 11] intentionally omitted <==

==> picture [230 x 11] intentionally omitted <==

==> picture [48 x 11] intentionally omitted <==

==> picture [80 x 11] intentionally omitted <==

==> picture [463 x 11] intentionally omitted <==

==> picture [310 x 11] intentionally omitted <==

==> picture [47 x 11] intentionally omitted <==

==> picture [77 x 11] intentionally omitted <==

==> picture [312 x 11] intentionally omitted <==

==> picture [110 x 11] intentionally omitted <==

==> picture [297 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [156 x 12] intentionally omitted <==

==> picture [121 x 11] intentionally omitted <==

==> picture [408 x 11] intentionally omitted <==

==> picture [359 x 12] intentionally omitted <==

==> picture [47 x 12] intentionally omitted <==

==> picture [88 x 12] intentionally omitted <==

==> picture [188 x 11] intentionally omitted <==

==> picture [44 x 11] intentionally omitted <==

==> picture [25 x 11] intentionally omitted <==

==> picture [236 x 11] intentionally omitted <==

==> picture [125 x 11] intentionally omitted <==

==> picture [28 x 11] intentionally omitted <==

==> picture [212 x 11] intentionally omitted <==

==> picture [82 x 11] intentionally omitted <==

==> picture [32 x 201] intentionally omitted <==

==> picture [188 x 12] intentionally omitted <==


																									For















																					/				/

==> picture [49 x 230] intentionally omitted <==

AI assistant

4DS MEMORY LIMITED — Proxy Solicitation & Information Statement 2019

64258_rns_2019-03-21_46429b3b-469d-4618-839d-870ed9606c44.pdf