ADISYN LTD — Proxy Solicitation & Information Statement 2021

Jul 26, 2021

IMPORTANT INFORMATION REGARDING GENERAL MEETING

Dear Shareholder

Notice is hereby given that the General Meeting ( Meeting ) of DC Two Limited will be held as a physical meeting at Ground Floor, 16 Ord Street, West Perth, WA 6005, on Wednesday, 25 August 2021 at 10.00am (WST).

The Australian Securities and Investments Commission ( ASIC ) has adopted a temporary ‘no-action’ position in relation to the convening and holding of shareholder meetings. The position follows on from the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 which expired on 21 March 2021. ASIC’s ‘no action’ policy addresses, amongst other things, companies providing shareholders with details of an online location where the contents of a notice of meeting can be viewed and downloaded.

Accordingly, the Company is not sending hard copies of the Meeting materials to shareholders.

Instead, a copy of the Notice is available on the Company’s website at https://dctwo.com.au/investors-information/#investor-announcements . Alternatively, a complete copy of the meeting documents has been posted to the Company’s ASX market announcements page. If you have elected to receive notices by email, you will be notified by email. If you have not elected to receive notices by email, a copy of your proxy form will be posted to you, together with this Letter.

The Company will hold a physical meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government’s and State Government’s current restrictions on physical gatherings. However, in order to minimise the risk to shareholders and to the Company and its ongoing operations, Shareholders are encouraged to vote by proxy instead of attending the meeting.

The Meeting will be available to all Shareholders via a live webcast which will allow Shareholders to listen and observe the Meeting only, with the ability to lodge written questions during the webcast only. The weblink is https://webcast.openbriefing.com/7671/. Shareholders will need to provide shareholder details (including SRN or HIN).

The situation regarding COVID-19 is evolving rapidly and the Company is following the guidance of the Australian Government. Shareholders are encouraged to monitor the Company’s ASX announcements for any further updates in relation to the Meeting.

The Meeting materials are important and should be read in their entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

Yours sincerely,

Deborah Ho Company Secretary

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DC TWO LIMITED ACN 155 473 304

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : Wednesday, 25 August 2021

PLACE : Ground Floor, 16 Ord Street, West Perth, WA 6005

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 professional adviser prior to voting.

Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on +61 8 9482 0500.

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CONTENTS PAGE

CONTENTS PAGE
Business of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary and Schedules	18
Proxy Form	28

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held as a physical meeting at Ground Floor, 16 Ord Street, West Perth, WA 6005 on Wednesday 25 August 2021 at 10.00am (WST) .

A live webcast will be made available for Shareholders to listen and observe the meeting only. with the ability to lodge written questions during the webcast only. The weblink is https://webcast.openbriefing.com/7671/. Shareholders will need to provide shareholder details (including SRN or HIN).

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 5.00pm (WST) on Monday 23 August 2021.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to DC Two Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235 Australia;

• (b) fax to +61 2 9287 0309;

• (c) online at www.linkmarketservices.com.au; or

• (d) in person to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138

so that it is received not later than 10.00am (WST) on Monday 23 August 2021.

Proxy Forms received later than this time will be invalid.

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In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

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

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. Resolution 1 – Issue of Performance Rights to Mr Justin Thomas

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, approval is given for the Company to issue up to 2,500,000 Performance Rights to Justin Thomas (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) Mr Justin Thomas (and his nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company; or

• (b) Mrs Rebecca Thomas (and her nominee/s) and any other associate of that person or those persons.

However, this does not apply to a vote case in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Issue of Performance Rights to Mrs Rebecca Thomas

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, approval is given for the Company to issue up to 2,500,000 Performance Rights to Rebecca Thomas (or her nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

• (a) The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mrs Rebecca Thomas (and her nominee/s) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company; or

• (b) Mr Justin Thomas (and his nominee/s) and any other associate of that person or those persons.

• However, this does not apply to a vote case in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

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• (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Approval to adopt an Employee Incentive Securities Plan

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, approval is given for the Company to adopt the Employee Incentive Plan ( Plan ) and the issue of securities under the Plan on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) a person who is eligible to participate in the Plan; or

• (b) an Associate of that person (or those persons).

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Ratification of prior issue of Advisor Options

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 7.4 and for all other purposes, approval is given to ratify the prior issue of 4,000,000 Advisor Options to the Joint Corporate Advisors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

• (a) the Joint Corporate Advisors (being Alto Capital and Xcel Capital); or

• (b) an Associate of the Joint Corporate Advisors.

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

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• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

DATED: 23 JULY 2021

BY ORDER OF THE BOARD

CAMERON MCLEAN DIRECTOR

DC TWO LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the General Meeting to be held as a physical meeting at Ground Floor, 16 Ord Street, West Perth, WA 6005 on Wednesday 25 August 2021 at 10.00am (WST) .

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. Resolutions 1 – Issue of Performance Rights to Mr Justin Thomas

1.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to 2,500,000 Performance Rights ( Performance Rights ) to Mr Justin Thomas (or his nominee) pursuant to the terms and conditions set out below.

The Performance Rights to be issued to Mr Thomas will be up to 1,250,000 Class A Performance Rights and up to 1,250,000 Class B Performance Rights issued on the terms and conditions set out below and in Schedule 3 of this Notice. The issue of the Performance Rights is being undertaken to further incentivise the performance of the Mr Thomas and align his interest with Shareholders.

Resolution 1 seeks Shareholder approval for the issue of the Performance Rights to Mr Thomas (or his nominee).

1.2 Summary of terms and conditions of Performance Rights

Each Performance Right will vest into one Share subject to the satisfaction of certain milestones and vesting conditions which are set out in Schedule 3.

In the event that the applicable milestones and vesting conditions are not met, the Performance Rights will not vest and as a result, no new Shares will be issued.

There is nil consideration payable upon the issue of the Performance Rights or on the vesting of a Performance Right to a Share.

See Schedule 3 for a summary of the terms and conditions of the Performance Rights (including milestones and vesting conditions) the subject of Resolution 1.

1.3

Chapter 2E of the Corporations Act

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.

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The grant of Performance Rights constitutes giving a financial benefit and Mr Thomas is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Thomas who has a material personal interest in Resolution 1) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for Mr Thomas, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Company has obtained a valuation for the Performance Rights from independent consultant, Stantons Corporate Finance Pty Ltd, using the Black Scholes method. The total value attributed to all the Performance Rights to be issued to Mr Thomas as set out in Schedule 4 of this Notice, is $750,000.

1.4

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained, unless one of the exceptions in ASX Listing Rule 10.12 applies, where an entity issues, or agrees to issue, securities to a related party under Listing Rule 10.11.1.

As the grant of the Performance Rights falls within ASX Listing Rule 10.11.1 and 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 ASX Listing Rule 10.12 do not apply in the current circumstances.

Resolution 1 seeks the required Shareholder approval for the grant of the Performance Rights under and for the purposes of ASX Listing Rule 10.11.

1.5 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to grant the Performance Rights to Mr Thomas during the month following the Meeting (or a longer period if allowed by the ASX).

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of Performance Rights to Mr Thomas and may consider alternative forms of remuneration in lieu of such issue.

1.6 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in respect of Resolution 1:

• (a) the Related Party to whom the Performance Rights are to be issued under this Resolution is Mr Justin Thomas who is a Related Party by virtue of being a Director in accordance with ASX Listing Rule 10.11.1. Mr Thomas may appoint a nominee to hold the Performance Rights;

• (b) the maximum number of Performance Rights that will be issued is up to 1,250,000 Class A Performance Rights and up to 1,250,000 Class B Performance Rights the terms of which are set out in Schedule 3 of this Notice;

• (c) a summary of the material terms of the Performance Rights is set out in Schedule 3;

• (d) the Performance Rights will be granted no later than 1 month after the date of the Meeting (or such later date permitted by any modification of the ASX Listing Rules) and it is intended to issue all of the Performance Rights on the same date;

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• (e) the Performance Rights to be issued will be issued for nil cash consideration (and there is no consideration payable on the vesting of Performance Rights to Shares), accordingly no funds will be raised on issue of the Performance Rights or the vesting into Shares;

• (f) the primary purpose of the issue of the Performance Rights to Justin Thomas is to provide a performance linked cost effective incentive component in the remuneration package for Justin Thomas and to motivate and reward the performance of Justin Thomas in his role as Managing Director;

• (g) the remuneration and emoluments (inclusive of superannuation) from the Company to Justin Thomas for the current financial year are set out below:

Director	Current Financial Year
Justin Thomas	$175,200

The Directors (other than Justin Thomas) recommend that Shareholders vote in favour of Resolution 1.Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Performance Rights as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Performance Rights to Mr Thomas (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

2. Resolution 2 – Issue of Performance Rights to Mrs Rebecca Thomas

2.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue up to 2,500,000 Performance Rights ( Performance Rights ) to Mrs Rebecca Thomas (or her nominee) pursuant to the terms and conditions set out below. Mrs Rebecca Thomas is engaged as a full time employee in the role of Operations Manager.

The Performance Rights to be issued to Mrs Thomas will be up to 1,250,000 Class A Performance Rights and up to 1,250,000 Class B Performance Rights issued on the terms and conditions set out below and in Schedule 3 of this Notice. The issue of the Performance Rights is being undertaken to further incentivise the performance of the Mrs Thomas and align her interest with Shareholders..

Resolution 2 seeks Shareholder approval for the issue of the Performance Rights to Mrs Thomas (or her nominee).

2.2 Summary of terms and conditions of Performance Rights

Each Performance Right will vest into one Share subject to the satisfaction of certain milestones and vesting conditions which are set out in Schedule 3.

In the event that the applicable milestones and vesting conditions are not met, the Performance Rights will not vest and as a result, no new Shares will be issued.

There is nil consideration payable upon the issue of the Performance Rights or on the vesting of a Performance Right to a Share.

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See Schedule 3 for a summary of the terms and conditions of the Performance Rights (including milestones and vesting conditions) the subject of Resolution 1.

2.3 Chapter 2E of the Corporations Act

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 Performance Rights constitutes giving a financial benefit and Mrs Thomas is a related party of the Company by virtue of being an Operations Manager and spouse of Director, Justin Thomas.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Rights because the agreement to grant the Performance Rights, reached as part of the remuneration package for Mrs Thomas, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Company has obtained a valuation for the Performance Rights from independent consultant, Stantons Corporate Finance Pty Ltd, using the Black Scholes method. The total value attributed to the Performance Rights to Mrs Thomas as set out in Schedule 4 of this Notice, is $750,000.

2.4 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires shareholder approval to be obtained, unless one of the exceptions in ASX Listing Rule 10.12 applies, where an entity issues, or agrees to issue, securities to a related party under Listing Rule 10.11.1.

As the grant of the Performance Rights falls within ASX Listing Rule 10.11.1 and 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 ASX Listing Rule 10.12 do not apply in the current circumstances.

Resolution 2 seeks the required Shareholder approval for the grant of the Performance Rights under and for the purposes of ASX Listing Rule 10.11.

2.5 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to grant the Performance Rights to Mrs Thomas during the month following the Meeting (or a longer period if allowed by the ASX).

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of Performance Rights to Mrs Thomas and may consider alternative forms of remuneration in lieu of such issue.

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2.6 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in respect of Resolution 2:

• (a) the Related Party to whom the Performance Rights are to be issued under this Resolution is Mrs Rebecca Thomas who is a Related Party by virtue of being an Operations Manager and spouse of Director, Mr Justin Thomas in accordance with ASX Listing Rule 10.11.1. Mrs Thomas may appoint a nominee to hold the Performance Rights;

• (b) the maximum number of Performance Rights that will be issued is up to 1,250,000 Class A Performance Rights and up to 1,250,000 Class B Performance Rights the terms of which are set out in Schedule 3;

• (c) a summary of the material terms of the Performance Rights is set out in Schedule 3;

• (d) the Performance Rights will be granted no later than 1 month after the date of the Meeting (or such later date permitted by any modification of the ASX Listing Rules) and it is intended to issue all of the Performance Rights on the same date;

• (e) the Performance Rights to be issued will be issued for nil cash consideration (and there is no consideration payable on the vesting of Performance Rights to Shares), accordingly no funds will be raised on issue of the Performance Rights or the vesting into Shares;

• (f) the primary purpose of the issue of the Performance Rights to Rebecca Thomas is to provide a performance linked cost effective incentive component in the remuneration package for Rebecca Thomas and to motivate and reward the performance of Rebecca Thomas in her role as Operations Manager;

• (g) the remuneration and emoluments (inclusive of superannuation) from the Company to Rebecca Thomas for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Employee	Current Financial Year
Rebecca Thomas	$120,000 (exclusive of superannuation)

• (h) The Directors (except for Justin Thomas) recommend that Shareholders vote in favour of Resolution 2.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Performance Rights as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Performance Rights to Mrs Thomas (or her nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

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3. Resolution 3 – Approval to adopt Employee Incentive Securities Plan

3.1 Background to Plan and Listing Rule 7.1 and 7.2 Exception 13

The Board is committed to incentivising and retaining Key Management Personnel in a manner which promotes alignment of their interests with the interests of Shareholders. As a result, the Board wishes to adopt an Employee Securities Incentive Plan (“ Plan ”), which is intended to enable eligible participants to share in any increase in the Company’s value (as measured by prevailing market conditions and the share price of the Company).

An explanation of Listing Rule 7.1 is set out in section 1.2 above.

ASX Listing Rule 7.2 (Exception 13) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive plan are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan as an exception to ASX Listing Rule 7.1.

The Company has not in the last 3 years had an operational employee incentive plan. Accordingly, no Securities have previously been issued by the Company under an incentive plan.

If the Plan is approved by Shareholders under this Resolution, issues under the Employee Securities Incentive Plan will fall under Listing Rule 7.2 exception 13.

The proposed Employee Securities Incentive Plan, which is available to full-time or part-time employees and directors (both executive and non-executive) gives the Board the discretion to issue shares, options and rights.

If Resolution 3 is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

If Resolution 3 is not passed, the Company will be able to proceed with the issue of Securities under the Plan to eligible participants (other than related parties), but any issues of Securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Securities.

Any future issues of Securities under the Plan to a related party or a person (for example Directors and their Associates) whose relation with the company or the related party is, in ASX's opinion, such that approval should be obtained, will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

3.2 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2, Exception 13, the following information is provided in respect of the Plan to be adopted under Resolution 3:

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3.2.1 Summary of Terms of Proposed Employee Securities Incentive Plan

• (a) ( Eligible Participant ): Eligible Participant means a person that:

• (i) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

• (ii) has been determined by the Board to be eligible to participate in the Incentive Plan from time to time.

• (b) ( Purpose ): The purpose of the Incentive Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

• (c) ( Plan administration ): The Incentive Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

• (d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

• (e) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Incentive Plan rules and any ancillary documentation required.

• (f) ( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Incentive Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

• (g) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions

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are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

• (h) ( Exercise of Convertible Securities and cashless exercise ): To exercise an Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Incentive Plan rules, or such earlier date as set out in the Plan rules.

• (i) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

• (j) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Incentive Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

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• (k) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• (l) ( Rights attaching to Plan Shares ): All Shares issued under the Incentive Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

• (m) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

• (n) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

• (o) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

• (p) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Incentive Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan

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and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Incentive Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

• (q) ( Plan duration ): The Incentive Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Incentive Plan for a fixed period or indefinitely, and may end any suspension. If the Incentive Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

3.2.2 Number of Securities Issued under the Plan since the date of the last approval

Nil. The Plan has not been previously approved.

3.2.3 Maximum number of Securities to be issued under the Plan

The maximum number of Securities proposed to be issued under the Plan within the three year period from the date of the passing of this Resolution 3 is 14,625,000 Securities, representing approximately 25% of the undiluted Shares in the Company as at the date of this Notice. The maximum number is not intended to be a prediction of the actual number of Securities to be issued under the Plan, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13(b)).

3.2.4 Voting Exclusion

A voting exclusion statement is included in the Notice.

3.3 Additional Information

Resolution 3 is an ordinary resolution.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

The Chairperson intends to exercise all available proxies in favour of Resolution 3.

4. Resolution 4 – Ratification of Prior Issue of Advisor Options

4.1 General

On 7 May 2021, the Company issued 4,000,000 unlisted Options to the Joint Corporate Advisors (and/or their nominees) as part consideration for corporate advisory services to be provided to the Company ( Advisor Options ).

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which

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represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

As the issue of the Advisor Options has not yet been approved by Shareholders, it effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval over the 12 month period following the date of issue of the Advisor Options.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Advisor Options.

Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Advisor Options.

4.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is not passed, the Advisor Options will be included in calculating the Company’s 15% placement capacity under Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Advisor Options.

If Resolution 4 is passed, Advisor Options will excluded from the calculation of the Company’s 15% placement capacity under Listing Rule 7.1, effectively increasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Advisor Options.

4.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 4:

• (a) the Advisor Options were issued to the Joint Corporate Advisors (and/or their nominees), who are not related parties of the Company;

• (b)

• a total of 4,000,000 Advisor Options were issued;

• (c) the Advisor Options were issued on the terms and conditions set out in Schedule 2;

• (d)

• the Advisor Options were issued on 7 May 2021; and

• (e) The Advisor Options were issued for 0.001cents per option. The Advisor Options were issued as part consideration for corporate advisory services provided under the corporate advisory mandate.

• (f) the Advisor Options were issued as part consideration for corporate advisory services to be provided pursuant to the terms of the corporate advisory mandate. A summary of the material terms of the corporate advisory mandate is set out below:

• (i) Services : The Joint Corporate Advisors will provide the Company with commercial and corporate advisory services, assist in the promotion of the

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Company to brokers and sophisticated investors and assistance with investor relations.

• (ii) Fees : In consideration for these services, the Company agreed to issue the Advisor Options and to pay the Joint Corporate Advisors $8,000 (excluding GST) per month.

• (iii) Term : The term of the mandate is 12 months.

5. Enquiries

Shareholders are required to contact the Company’s Share Registry Link Market Services on 1300 554 474 or +61 1300 554 474 (overseas) if they have any queries in respect of the matters set out in these documents.

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SCHEDULE 1 - Glossary

$ means Australian dollars.

Advisor Options has the meaning given in Section 4.1.

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Alto Capital means ACNS Capital Markets Pty Ltd (ACN 088 503 208) trading as Alto Capital (AFSL: 279099).

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means DC Two Limited (ACN 155 473 304).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

General Meeting or Meeting means the meeting convened by the Notice of Meeting.

Joint Corporate Advisors means Alto Capital and Xcel Capital.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice of Meeting means this notice of general meeting including the Explanatory Statement.

Option means an option which entitles the holder to subscribe for one Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Performance Rights means the performance rights to be issued under Resolutions 1 and 2, which convert into ordinary shares in the Company subject to satisfaction of the performance milestones and terms and conditions set out in Schedule 3.

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Plan means the Employee Securities Incentive Plan proposed to be adopted under Resolution 3.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WST means western standard time.

Xcel Capital means Xcel Capital Pty Ltd.

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SCHEDULE 2 – Terms and conditions of Advisor Options

1. Entitlement

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

2. Exercise Price and Expiry Date

The exercise price and expiry date of the Options is as specified below:

Options	Advisor Options
Exercise Price	$0.50 each
Expiry Date	7 May 2024

An Option not exercised by the Expiry Date will automatically lapse at 5.00pm (WST) on the Expiry Date.

3. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

4. Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

5. Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

6. Quotation

Unless determined otherwise by the Board in its absolute discretion, the Options will not be quoted on the ASX or any other recognised exchange.

7. Issue of Shares on exercise

Within 15 business days after the Exercise Date, the Company will:

• (a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things

20

necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (c) if admitted to the official list of ASX at the time, subject to any restriction or escrow arrangements imposed by ASX or under the Scheme, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

8. Shares issued on exercise

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

9. Reconstruction of capital

In the event of any reconstruction (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company prior to the expiry date of the Options, all rights of the Option holder will be varied in accordance with the Listing Rules.

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 without exercising the Options. However, the Company will give the holders of Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

11. Change in exercise price

There will be no change to the exercise price of the Options or the number of Shares over which the Options are exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares in the Company (other than a bonus issue).

12. Adjustment for bonus issues

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 holder would have received if the holder of the Options had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the Option exercise price.

13. Transferability

The Options are transferable with prior written consent of the Board.

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14. Adjustments

Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.

15. Governing Law

These terms and the rights and obligations of the Option holder are governed by the laws of Western Australia. The Option holder irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of Western Australia.

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SCHEDULE 3 – Terms of Performance Rights

• (a) General

• (i) ( Conversion of Performance Rights ) Subject to satisfaction of the Milestones described in (b) below and subject to these terms and conditions, each one (1) Performance Right converts into one (1) fully paid ordinary share in the capital of the Company on a one for one basis (subject to Section (a)(vii), if applicable). A Performance Right which converts immediately ceases to exist upon its conversion into a Share.

• (ii) ( General meetings ) Each Performance Right confers on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to the Company's shareholders. A Holder has the right to attend general meetings of the Company.

• (iii) ( No voting rights ) A Performance Right does not entitle the Holder to vote on any resolutions proposed at a general meeting of the Company, subject to any voting rights provided under the Corporations Act or the Listing Rules where such rights cannot be excluded by these terms.

• (iv) ( No dividend rights ) A Performance Right does not entitle the Holder to any dividends.

• (v) ( No rights on winding up ) A Performance Right has no right to participate in the surplus profits or assets of the Company upon a winding up of the Company.

• (vi) ( Transfer of Performance Rights ) The Performance Rights are not transferable.

• (vii) ( Reorganisation of Capital ) In the event that the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the Listing Rules at the time of reorganisation provided that, subject to compliance with the Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.

• (viii) ( Quotation ) The Performance Rights will not be quoted on ASX.

• (ix) ( No participation in entitlements and bonus issues ) Subject always to the rights under Section (a)(vii) ( Reorganisation of Capital ), Holders will not be entitled to participate in new issues of capital offered to holders of fully paid ordinary shares in the Company ( Shareholders ) such as bonus issues and entitlement issues.

• (x) ( Amendments required by ASX ) The terms of the Performance Rights may be amended as considered necessary by the board of directors of the Company in order to comply with the Listing Rules or any directions of ASX regarding the terms provided that, subject to compliance with the Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.

• (xi) ( No other rights ) A Performance Right does not give a Holder any rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

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(b) Milestones and expiry date

Each Performance Right will convert into a Share if they vest upon the satisfaction of the relevant Milestone before the applicable Expiry Date:

Performance Right Class	Milestone	Expiry Date
Class A	The Company achieving a minimum revenue of AUD$6,000,000 and an EBITDA of $900,000, for either of the financial years ending 30 June 2022 or 30 June 2023 as independently verified by the Company’s auditor based on the audited financial accounts. Only revenue which is earned by the Company’s existing business units (and the organic growth of the existing business units) will be taken into consideration. Revenue which may be received from any new businesses which are acquired by the Company prior to the Expiry Date, will not be taken into account.	30 November 2023
Class B	The Company achieving a minimum revenue of AUD $12,000,000 and EBITDA of $1,800,000, for either of the financial years ending 30 June 2022, 30 June 2023, 30 June 2024 or 30 June 2025 as independently verified by the Company’s auditor based on the audited financial accounts. Only revenue which is earned by the Company’s existing business units (and the organic growth of the existing business units) will be taken into consideration. Revenue which may be received from any new businesses which are acquired by the Company prior to the Expiry Date, will not be taken into account.	30 November 2025

(c)

Change in Control Events

(i) Subject to (c)(ii) all Performance Rights on issue shall automatically convert into Shares upon the occurrence of any of the following events:

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• (A) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (such as a change of domicile, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

• (B) a Takeover Bid:

• (1) is announced;

• (2) has become unconditional; and

• (3) the person making the Takeover Bid has a relevant interest in 50% or more of the Shares; or

• (C) any person acquires a relevant interest in 50.1% or more of the Shares by any other means,

(each, a Change of Control Event )

• (ii) The automatic conversion in (c)(i) shall only occur if the relevant Change of Control Event is triggered by a person who does not control the entity at the time the Performance Rights were issued.

(d) Expiry Date

To the extent that any Performance Rights have not converted into Shares by the applicable Expiry Date, such Performance Rights for each Holder will automatically lapse.

(e)

Takeover Provisions

• (i) If the conversion of Performance Rights (or part thereof) under Section (b) or Section (c) would result in any person being in contravention of section 606(1) of the Corporations Act, then the conversion of each Performance Right that would cause the contravention shall be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1).

• (ii) Where Section (f)(i) applies, if requested to do so by the affected Holder, the Company must seek to obtain the approval of its shareholders under section 611, item 7 of the Corporations Act for the conversion of the affected Performance Rights at the Company's next annual general meeting.

• (iii) A Holder must promptly notify the Company in writing if they consider that the conversion of Performance Rights (or part thereof) under Section (b) or Section (c) may result in the contravention of section 606(1), failing which the Company is entitled to assume that such conversion will not result in any person being in contravention of section 606(1) (unless it is on notice to the contrary through a substantial holder notice which has been lodged in relation to the Company).

• (iv) The Company may (but is not obliged to) by written notice request that a Holder confirm to the Company in writing within 7 days if they consider that the conversion of Performance Rights under Section (b) or Section (c) may result in the contravention of section 606(1). If the Holder does not confirm to

25

the Company within 7 days that they consider such conversion may result in the contravention of section 606(1), then the Company is entitled to assume that such conversion will not result in any person being in contravention of section 606(1) (unless it is on notice to the contrary through a substantial holder notice which has been lodged in relation to the Company).

(f) Quotation of Shares on Conversion of Performance Rights

If the Company is listed on the ASX at the time, upon conversion of the Performance Rights into Shares in accordance with these terms, the Company must within 7 days after the conversion, apply for and use its best endeavours to obtain the official quotation on ASX of the Shares arising from the conversion.

(g)

Conversion procedure

The Company will procure that the Holder is issued with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Rights into Shares.

(h)

Ranking of Shares

The Shares into which the Performance Rights will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

(i) Forfeiture of Performance Rights

• (i) For the purpose of this clause, “ Leaver ” means a Holder who ceases to be an employee or officer of the Company for any reason.

• (ii) Where a Holder who holds Performance Rights becomes a Leaver, all unvested Performance Rights (i.e. Performance Rights which have not had their respective Milestone satisfied) will automatically be forfeited by the Holder, unless the Board otherwise determines in its discretion to permit some or all of the Performance Rights to vest.

• (iii) Where the Board determines that a Holder has:

• (A) acted fraudulently or dishonestly; or

• (B) wilfully breached his or her duties to the Company,

the Board may in its discretion deem all unvested Performance Rights held by that Holder to have been forfeited (without any compensation).

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SCHEDULE 4 – Valuation of Performance Rights

Using a Black Scholes model, the total valuation of the Performance Rights prepared by Stantons Corporate Finance Pty Ltd Limited is $905,800, with a summary for each Related Party below:

	Class A Performance Rights	Class A Performance Rights	Class B Performance Rights	Class B Performance Rights
Deemed grant date	23 July 2021		23 July 2021
Expiry date	30 November 2023		30 November 2025
Exercise price ($)	nil		nil
Share price at deemed grant date ($)	0.260		0.260
Risk-free rate (%)	0.1301		0.5817
Volatility (%)	70		70
Dividend yield ($)	nil		nil
Value per Performance Right ($)	0.260		0.260
Recipient	Justin Thomas	Rebecca Thomas	Justin Thomas	Rebecca Thomas
Number	1,250,000	1,250,000	1,250,000	1,250,000
Total undiscounted value ($)	375,000	375,000	375,000	375,000

The fair values ascribed to the performance rights are indicative only and are based on the closing share price of as at 23 July 2021. For the purposes of financial reporting under AASB 2 Share Based Payments, the fair value must be determined as at the Grant Date, which in this case is the date of shareholder approval. To the extent that the Company’s share price changes between the 23 July 2021 and the Grant Date, the value of the performance may change, perhaps materially.

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==> picture [58 x 57] intentionally omitted <==

DC TWO LIMITED

ACN 155 473 304

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

• BY MAIL

• DC Two Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of DC Two Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am (WST) on Wednesday, 25 August 2021 at Ground Floor, 16 Ord Street, West Perth, WA 6005 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 Issue of Performance Rights to Mr Justin Thomas

• 2 Issue of Performance Rights to Mrs Rebecca Thomas

• 3 Approval to adopt an Employee Incentives Securities Plan

• 4 Ratification of prior issue of Advisor Options

==> picture [79 x 80] intentionally omitted <==

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

DC2 PRX2101A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Monday, 23 August 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

BY MOBILE DEVICE QR Code Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

adjacent or enter the voting link You may direct your proxy how to vote by placing a mark in one of the www.linkmarketservices.com.au boxes opposite each item of business. All your shares will be voted in your mobile device. Log in using the accordance with such a direction unless you indicate only a portion of Holder Identifier and postcode for your voting rights are to be voted on any item by inserting the percentage or shareholding. number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL  APPOINTMENT OF A SECOND PROXY DC Two Limited You are entitled to appoint up to two persons as proxies to attend the C/- Link Market Services Limited Meeting and vote on a poll. If you wish to appoint a second proxy, an Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the  BY FAX percentage of your voting rights or number of shares applicable to that +61 2 9287 0309 form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your  BY HAND votes. Fractions of votes will be disregarded; and 1A Homebush Bay Drive (b) return both forms together. Rhodes NSW 2138 SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power COMMUNICATION PREFERENCE of Attorney to this form when you return it.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

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We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.