ADNEO LIMITED — AGM Information 2020

Oct 27, 2020

Notice of annual general meeting

AD1 Holdings Limited ACN 123 129 162

Date: Friday, 27 November 2020

Time: 11.00am (Melbourne time)

Location: Virtually (online at https://agmlive.link/ad120)

Important notice

This Notice of Annual General Meeting and Explanatory Memorandum contains an explanation of, and information about, the proposal to be considered at the annual general meeting of the Company on 27 November 2020 ( Meeting ). It is given to the Shareholders to help them determine how to vote on the Resolutions.

Shareholders should read this Notice of Annual General Meeting and Explanatory Memorandum in full before deciding if and how to vote on the Resolutions. If you are in doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

This Notice of Annual General Meeting and Explanatory Memorandum is dated 28 October 2020.

Given the current restriction on gatherings and travel imposed by governments as a consequence of the COVID-19 virus, the Federal Treasurer has made a determination modifying the operation of provisions of the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth) under the Corporations (Coronavirus Economic Response) Determination (No. 1) 2020 ( Determination ) to allow companies who are required or permitted to hold meetings to hold those meetings remotely as virtual meetings, instead of in person. No hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated, and shareholders will instead be notified of how to access the Notice of Annual General Meeting and Explanatory Memorandum.

To avoid needing to attend the meeting, Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman before 11.00am (Melbourne time) on Wednesday, 25 November 2020. Instructions for lodging proxies are included on your personalised proxy form.

The Meeting will be held virtually (online) via an online platform. There will be no physical attendance at the meeting. This is an important health and safety measure. Attending the meeting online enables Shareholders to view the Annual General Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress. We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the Meeting.

In accordance with the Determination, each resolution considered at the Meeting will be decided on a poll. As the situation regarding the management of COVID-19 is evolving, shareholders are encouraged to monitor the Company's website and ASX announcements for any further updates in relation to the arrangements for the meeting. The Company appreciates the understanding of shareholders during this difficult time. We look forward to your virtual attendance and participation at the meeting.

In this document you will find:

1. Notice of annual general meeting

2. An explanatory memorandum containing an explanation of, and information about, the Resolutions

3. Proxy form

Legal/73912635_2

Notice of annual general meeting

AD1 Holdings Limited ACN 123 129 162

Notice is hereby given that the Annual General Meeting of the members of AD1 Holdings Limited ( Company ) will be held:

• Virtually (online at https://agmlive.link/ad120)

• on Friday, 27 November 2020

• at 11.00am (Melbourne time)

Business

Financial Statements and Reports

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the Company for the year ended 30 June 2020.

Note: There is no requirement for the Shareholders to approve these reports.

Resolution 1 – Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT the Remuneration Report of the Company for the year ended 30 June 2020 be adopted.”

Noting that each director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of this Resolution.

Please note:

• this Resolution is advisory only and does not bind the Company or its directors; and

• the directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

Resolution 2 – Re-Election of Director – Mr Nicholas Smedley

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT Mr Nicholas Smedley, a non-executive director of the Company appointed as a casual vacancy under rule 62.1 of the Constitution who retires from the office of Director in accordance with rule 62.2 of the Constitution and ASX Listing Rule 14.4, being eligible and offering himself for reelection, be re-elected as a Director of the Company on the terms and conditions as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting.

Resolution 3 – Ratification of issue of Shares to the vendor of Art of Mentoring

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

Page 2

Legal/73912635_2

" THAT for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the issue by the Company of 8,320,944 new fully paid ordinary shares to Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting.”

Resolution 4 – Ratification of Private Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders approve and ratify the issue by the Company under a Private Placement completed on 16 October 2020 of 48,076,923 new fully paid ordinary shares to sophisticated and professional investors on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting.”

Resolution 5 – Approval of issue of Options to Michael Norster (Director) in connection with Underwriting the Private Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 1,971,496 options to acquire new fully paid ordinary shares to Michael Norster or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 6 – Approval of issue of Options to Andrew Henderson (Director) in connection with Underwriting the Private Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 1,971,496 options to acquire new fully paid ordinary shares to Andrew Henderson or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 7 – Approval of issue of Options to Nicholas Smedley (Director) in connection with Underwriting the Private Placement

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 1,971,496 options to acquire new fully paid ordinary shares to Nicholas Smedley or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 8 – Approval of Employee and Executive Incentive Plan

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT for the purposes of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, the Shareholders approve the Employee and Executive Incentive Plan and the issue of equity securities by the Company under the Employee and Executive Incentive Plan as an exception to

Page 3

Legal/73912635_2

ASX Listing Rule 7.1 on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 9 – Approval of Issue of Options to Michael Norster (Director)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT , subject to each of Resolutions 10 and 11 being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 65,000,000 options to acquire new fully paid ordinary shares to Michael Norster or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 10 – Approval of Issue of Options to Andrew Henderson (Director)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT , subject to each of Resolutions 9 and 11 being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 65,000,000 options to acquire new fully paid ordinary shares to Andrew Henderson or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 11 – Approval of Issue of Options to Nicholas Smedley (Director)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT , subject to each of Resolutions 9 and 10 being passed, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 65,000,000 options to acquire new fully paid ordinary shares to Nicholas Smedley or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 12 – Approval of Issue of Options to Prashant Chandra (Director)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

" THAT for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of 15,000,000 options to acquire new fully paid ordinary shares to Prashant Chandra or his nominee(s) on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Resolution 13 – Approval of additional 10% placement capacity

To consider and, if thought fit, pass the following resolution as a special resolution:

" THAT for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the Company having the additional capacity to issue Shares up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to ASX Listing Rule 7.1A.3 and otherwise on such terms as more particularly described in the explanatory memorandum which accompanies and forms part of this Notice of Meeting."

Page 4

Legal/73912635_2

Voting exclusions

1. The Company will disregard any votes cast on Resolution 1 by:

2. (a) a member of the Company's key management personnel ( KMP ) or a closely related party of a KMP;

3. (b) persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed; and

4. (c) any associate of a KMP or of any persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

However, a vote may be cast by such a person if:

• (a) the vote is cast by that person as a proxy in accordance with a direction by the shareholder as to how that person is to vote on the Resolution; and

• (b) the shareholder who directed that person how to vote is entitled to vote on the Resolution (eg. the shareholder is not a KMP or a closely related party of a KMP),

• or

• (c) the voter is the chair of the Meeting and the appointment of the Chairman as proxy (by a shareholder who is entitled to vote on the Resolution) does not specify the way the proxy is to vote on the Resolution; and

• (d) the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman intends to vote undirected proxies (where he has been appropriately authorised) in favour of this Resolution.

1. The Company will disregard, for the purposes of Resolution 3, any votes cast in favour of Resolution 3 by or on behalf of:

2. (a) Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust (being the counterparty to the sale and purchase agreement for the Art of Mentoring acquisition); and

3. (b) an associate of Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust.

4. The Company will disregard, for the purposes of Resolution 4, any votes cast in favour of Resolution 4 by or on behalf of:

5. (a) persons who have participated in the issue of the New Shares under the Private Placement; and

6. (b) an associate of persons who have participated in the issue of the New Shares under the Placement.

7. The Company will disregard for the purposes of Resolutions 5 and 9, any votes cast in favour of Resolutions 5 and 9 by or on behalf of:

8. (a) Michael Norster; or

9. (b) an associate of Michael Norster.

10. The Company will disregard for the purposes of Resolutions 6 and 10, any votes cast in favour of Resolutions 6 and 10 by or on behalf of:

11. (a) Andrew Henderson; or

Page 5

Legal/73912635_2

• (b) an associate of Andrew Henderson.

• The Company will disregard for the purposes of Resolutions 7 and 11, any votes cast in favour of Resolutions 7 and 11 by or on behalf of:

• (a) Nicholas Smedley; or

• (b) an associate of Nicholas Smedley.

• The Company will disregard for the purposes of Resolution 8, any votes cast in favour of Resolution 8 by or on behalf of:

• (a) a person who is eligible to participate in the Employee and Executive Incentive Plan; or

• (b) an associate of such a person.

• The Company will disregard for the purposes of Resolution 12, any votes cast in favour of Resolution 12 by or on behalf of:

• (a) Prashant Chandra; or

• (b) an associate of Prashant Chandra.

• With respect to Resolutions 3 to 12 (inclusive), the voting exclusion set out above does not apply to a vote cast in favour of the 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 Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

• (c) a Shareholder 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 Shareholder 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 Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

Voting entitlement time

1. It has been determined (in accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth)) that for the purposes of the Meeting, the Company's shares will be taken to be held by the persons who are the registered Shareholders of the Company at 7.00pm (Melbourne time) on Wednesday, 25 November 2020. Accordingly, those persons are entitled to attend and vote (if not excluded) at the Meeting.

Proxies

1. Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of the requirements under the Corporations Act, as they will apply to this meeting.

2. A member who is entitled to vote at the Meeting may appoint:

3. (a) one proxy if the member is only entitled to one vote; or

4. (b) one or two proxies if the member is entitled to more than one vote.

Page 6

Legal/73912635_2

1. Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded.

2. A proxy need not be a member of the Company.

3. If you require an additional proxy form, the Company will supply it on request.

4. The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, at least 48 hours before the time for holding the Meeting (ie. by no later than 11.00am (Melbourne time) on Wednesday, 25 November 2020), at:

5. (a) online: www.linkmarketservices.com.au;

6. (b) by mail: AD1 Holdings Limited, c/- Link Market Services Limited, Reply Paid 1519, Sydney South NSW 1234 Australia;

7. (c) by fax: +61 2 9287 0309; or

8. (d) by hand: Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 (please do not use this address for mailing purposes).

9. Proxies given by corporate shareholders must be executed in accordance with their constitutions, or under the hand of a duly authorised attorney.

10. A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company's constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

11. If a Shareholder appoints the Chairman of the Meeting as the Shareholder's proxy and does not specify how the Chairman is to vote on an item of business, the Chairman will vote, as proxy for that Shareholder, in favour of the item on a poll.

Corporate Representatives

1. A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

All Resolutions by Poll

1. In accordance with clause 35.4 of the Constitution, and in accordance with section 5(c) of Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Chairman intends to call a poll on each of the Resolutions proposed at the Meeting, using technology that will allow each Shareholder to participate in the vote in real time or in advance of the Meeting. Consequently, each Resolution considered at the Meeting will be conducted by poll, rather than a show of hands.

Dated: 28 October 2020

By order of the Board

==> picture [96 x 44] intentionally omitted <==

.................................................. Harvey Bui Secretary

Page 7

Legal/73912635_2

AD1 Holdings Limited – Annual General Meeting

Explanatory memorandum

22. Introduction

This Explanatory Memorandum forms part of this Notice of Meeting and has been prepared to provide Shareholders of the Company with sufficient information to consider the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company. The Annual General Meeting of the Company will be held virtually (online at https://agmlive.link/ad120) on Friday, 27 November 2020 commencing at 11.00am (Melbourne time).

The Board recommends that Shareholders read this Explanatory Memorandum carefully and in its entirety before making any decision in relation to the Resolutions.

23. Resolutions

Resolution 1: Remuneration Report

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is in the 2020 Annual Report of the Company and is also available on the Company’s website at www.ad1holdings.com.au.

The Remuneration Report:

• (a) describes the policies behind and structure of the remuneration arrangements of the Company and the link between the remuneration of employees and the Company’s performance;

• (b) sets out the remuneration arrangements in place for each director and for specified senior executives of the Company; and

• (c) explains the differences between the bases for remunerating non-executive directors and executives, including any executive directors.

The Corporations Act requires the agenda for an Annual General Meeting to include a resolution that the Remuneration Report be put to the vote. Should 25% or more of the votes cast on this Resolution (in person or by proxy) to approve the Remuneration Report be against approval of that report, then at the 2020 Annual General Meeting the resolution to approve next year's Remuneration Report must be approved by 75% or more of the votes cast to avoid a resolution being put to the 2020 Annual General Meeting to consider a spill of the Board.

A reasonable opportunity for discussion of, and comment on, the Remuneration Report will be provided by the Chairman at the Annual General Meeting.

Noting that each Director has a personal interest in their own remuneration from the Company as set out in the Remuneration Report, the Board recommends that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report set out in the accompanying Notice of Meeting.

Resolution 2: Re-election of Director – Mr Nicholas Smedley

Pursuant to rule 62.2 of the Constitution and ASX Listing Rule 14.4, Mr Nicholas Smedley, a nonexecutive Director of the Company, must retire at the Meeting and has decided to offer himself for re-election at the Meeting. Mr Smedley was appointed to the Board of Directors of the Company as a casual vacancy on 6 March 2020 in accordance with rule 62.1 of the Constitution.

Page 8

Legal/73912635_2

This Resolution seeks Shareholder approval of the re-election of Mr Smedley.

Profile of Nicholas Smedley

Nicholas is an experienced investment banker and M&A adviser, with 14 years' experience at UBS and KPMG. Nicholas has worked on M&A transactions in the UK, Hong Kong, China and Australia with transactions ranging from A$9bn defence of WMC Resources through to the investment of $65m into Catch.com.au.

Nicholas currently oversees investments in the Property, Aged care, Technology and Medical Technology space. Key areas of expertise include M&A, Debt structuring, Corporate governance and innovation. He holds a Bachelor of Commerce from Monash University.

Currently, Nicholas is the Executive Chairman of Respiri Limited (ASX:RSH).

Nicholas was appointed to the Company's Board on 6 March 2020 and has a relevant interest in 7.91% of the Company's Shares.

The Board (excluding Nicholas Smedley, who abstains from making a recommendation) recommends supporting the election of Nicholas Smedley and recommends that Shareholders vote in favour of Resolution 2.

Resolution 3: Ratification of issue of Shares to the vendor of Art of Mentoring

(a) Explanation

The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 8,320,944 New Shares that were issued on 26 October 2020 to the vendor of Art of Mentoring Holdings Pty Ltd, being Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust under the Company's capacity to issue securities pursuant to Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, during a 12 month period, issue or agree to issue in excess of 15% of the number of securities on issue at the commencement of that 12 month period without shareholder approval.

ASX Listing Rule 7.4 allows for the ratification of previous issues of securities which are not made with shareholder approval (or under another exception to ASX Listing Rule 7.1) provided that the issue of securities did not breach the Company's placement capacity under ASX Listing Rule 7.1. If shareholders ratify the issue of securities at general meeting, those securities will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1. If the Company's shareholders ratify the issue of New Shares that occurred on 26 October 2020 as part of the Company's acquisition of Art of Mentoring, these Shares will be deemed to have been issued with Shareholder approval.

(b) Reasons

The effect of the ratification of the issue of New Shares under the Private Placement is that the Company's placement capacity under the ASX Listing Rules will be reinstated, enabling it to issue further securities, subject to the ASX Listing Rules, in the next 12 months without Shareholder approval.

(c) Required information

In compliance with ASX Listing Rule 7.5, the Company provides the following information:

Number of securities issued 8,320,944 New Shares Fixed issue price per security The New Shares were issued at an effective price of $0.060156397 per New Share, being the 30 day VWAP of AD1 Shares leading up to 26 October 2020 (ie. the completion date of the acquisition of Art of Mentoring).

Page 9

Legal/73912635_2

Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust, the vendor of Art of Mentoring.

Recipients of issue Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust, the vendor of Art of Mentoring. Terms of securities The New Shares are fully paid ordinary shares. The Shares issued rank equally with other existing fully paid ordinary shares in the Company. Use of funds raised The New Shares are being issued to Golden Pond Investments Pty Ltd as trustee for the Golden Pond Investment Trust as part consideration for the Company's acquisition of Art of Mentoring, which was announced to ASX on 30 September 2020. Therefore, there will be no proceeds raised from this issue of New Shares.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors unanimously recommend that eligible shareholders vote in favour of Resolution 4 set out in the accompanying Notice of Meeting.

Resolution 4: Ratification of Private Placement

(a) Explanation

The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the placement of 48,076,923 New Shares that were issued on 16 October 2020 to sophisticated and professional investors under the Company's capacity to issue securities pursuant to Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, during a 12 month period, issue or agree to issue in excess of 15% of the number of securities on issue at the commencement of that 12 month period without shareholder approval.

ASX Listing Rule 7.4 allows for the ratification of previous issues of securities which are not made with shareholder approval (or under another exception to ASX Listing Rule 7.1) provided that the issue of securities did not breach the Company's placement capacity under ASX Listing Rule 7.1. If shareholders ratify the issue of securities at general meeting, those securities will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1. If the Company's shareholders ratify the issue of New Shares that occurred on 16 October 2020 as part of the Private Placement, these Shares will be deemed to have been issued with Shareholder approval.

(b)

Reasons

The effect of the ratification of the issue of New Shares under the Private Placement is that the Company's placement capacity under the ASX Listing Rules will be reinstated, enabling it to issue further securities, subject to the ASX Listing Rules, in the next 12 months without Shareholder approval.

(c) Required information

In compliance with ASX Listing Rule 7.5, the Company provides the following information:

Number of securities issued

48,076,923 New Shares

Page 10

Legal/73912635_2

Fixed issue price per security	The New Shares were issued at a price of
	$0.052 per New Share.
Recipients of issue	Sophisticated and professional investors.
Terms of securities	The New Shares are fully paid ordinary shares.
	The Shares issued rank equally with other
	existing fully paid ordinary shares in the
	Company.
Use of funds raised	The proceeds of the Private Placement have
	been used to complete the acquisition and
	integration of Art of Mentoring and as reserve
	for the Company's expedited implementation of
	pipeline of acquisition opportunities. Expenses
	associated with the Private Placement were
	paid out of the proceeds of the Private
	Placement.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors unanimously recommend that eligible shareholders vote in favour of Resolution 4 set out in the accompanying Notice of Meeting.

Resolution 5: Approval of issue of Options to Michael Norster (Director) in connection with Underwriting the Private Placement

(a) Explanation

The Private Placement was underwritten by each of Michael Norster, Andrew Henderson and Nicholas Smedley in the amount of $500,000 each (and $1.5 million in aggregate). Subject to the approval of the Shareholders, the Company has agreed to issue 1,971,496 New Options to Michael Norster on account of his commitment to partially underwrite the Private Placement. The Company considers the grant of these New Options to Michael Norster to be on terms that are arm's length.

(b)

Reasons

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c) Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person Mr Michael Norster, Director of the Company, or his nominees(s). Number of securities to be issued 1,971,496 New Options.

Page 11

Legal/73912635_2

Date by with the securities will be 30 November 2020 and otherwise, no later issued than 30 days after the date of this meeting. Terms of securities The New Options are options to acquire new fully paid ordinary shares (such options being granted on the terms and conditions contained in Schedule 1). Issue price of the securities The New Options are to be granted at a nil issue price with each New Option having an exercise price of $0.077 and an expiry date that is 2 years after the date of issue. Use of funds raised Any funds raised from the exercise of Options by Michael Norster and payment of the exercise price will be used for general working capital purposes.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors (other than Michael Norster) unanimously recommend that eligible shareholders vote in favour of Resolution 5 set out in the accompanying Notice of Meeting.

Resolution 6: Approval of issue of Options to Andrew Henderson (Director) in connection with Underwriting the Private Placement

(a) Explanation

The Private Placement was underwritten by each of Michael Norster, Andrew Henderson and Nicholas Smedley in the amount of $500,000 each (and $1.5 million in aggregate). Subject to the approval of the Shareholders, the Company has agreed to issue 1,971,496 New Options to Andrew Henderson on account of his commitment to partially underwrite the Private Placement. The Company considers the grant of these New Options to Andrew Henderson to be on terms that are arm's length.

(b)

Reasons

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c) Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person	Mr Andrew Henderson, Director of the
	Company, or his nominees(s).
Number of securities to be issued	1,971,496 New Options.

Page 12

Legal/73912635_2

Date by with the securities will be 30 November 2020 and otherwise, no later issued than 30 days after the date of this meeting. Terms of securities The New Options are options to acquire new fully paid ordinary shares (such options being granted on the terms and conditions contained in Schedule 1). Issue price of the securities The New Options are to be granted at a nil issue price with each New Option having an exercise price of $0.077 and an expiry date that is 2 years after the date of issue. Use of funds raised Any funds raised from the exercise of Options by Andrew Henderson and payment of the exercise price will be used for general working capital purposes.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors (other than Andrew Henderson) unanimously recommend that eligible shareholders vote in favour of Resolution 6 set out in the accompanying Notice of Meeting.

Resolution 7: Approval of issue of Options to Nicholas Smedley (Director) in connection with Underwriting the Private Placement

(a) Explanation

The Private Placement was underwritten by each of Michael Norster, Andrew Henderson and Nicholas Smedley in the amount of $500,000 each (and $1.5 million in aggregate). Subject to the approval of the Shareholders, the Company has agreed to issue 1,971,496 New Options to Nicholas Smedley on account of his commitment to partially underwrite the Private Placement. The Company considers the grant of these New Options to Nicholas Smedley to be on terms that are arm's length.

(b) Reasons

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c) Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person	Mr Nicholas Smedley, Director of the
	Company, or his nominees(s).
Number of securities to be issued	1,971,496 New Options.

Page 13

Legal/73912635_2

Date by with the securities will be 30 November 2020 and otherwise, no later issued than 30 days after the date of this meeting. Terms of securities The New Options are options to acquire new fully paid ordinary shares (such options being granted on the terms and conditions contained in Schedule 1).

Issue price of the securities The New Options are to be granted at a nil issue price with each New Option having an exercise price of $0.077 and an expiry date that is 2 years after the date of issue.

Use of funds raised Any funds raised from the exercise of Options by Nicholas Smedley and payment of the exercise price will be used for general working capital purposes.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors (other than Nicholas Smedley) unanimously recommend that eligible shareholders vote in favour of Resolution 7 set out in the accompanying Notice of Meeting.

Resolution 8: Adoption of the Employee and Executive Incentive Plan

(a) Explanation

• As an incentive to employees, an Employee and Executive Incentive Plan ( EEIP ) was adopted by the Company upon its ASX listing in June 2016. A copy of the Employee and Executive Incentive Plan is available on the Company’s website at www.ad1holdings.com.au. The Company seeks Shareholder approval to extend the approval in relation to the EEIP for a further three years from 27 November 2020 in accordance with ASX Listing Rule 7.2 (Exception 13).

(b) Reasons

ASX Listing Rule 7.1 requires that a company obtain shareholder approval prior to the issue of securities representing more than 15% of the issued capital of the Company. ASX Listing Rule 7.2 set out a number of exceptions to ASX Listing Rule 7.1, one of which (Exception 13) is an issue of securities under an employee incentive scheme, if within three years before the date of issue, the shareholders of the company approved the issue of securities under the scheme.

(c) Required information and summary of terms of the EEIP

In compliance with ASX Listing Rule 7.2 (Exception 13), the Company provides the following information in relation to the EEIP:

Eligibility

Eligibility to participate in the EEIP and the numbers of Shares, Options or Rights offered to each individual participant, will be determined by the Board. Non-executive Directors of the Company are not permitted to participate in the EEIP.

Grants

Under the rules of the EEIP, Shares, Options and/or Rights may be offered or granted to eligible employees

Page 14

Legal/73912635_2

of the Company from time to time, subject to the absolute discretion of the Board. Terms and conditions The Board has absolute discretion to set the terms and conditions (including conditions in relation to vesting, disposal restrictions or forfeiture and any applicable exercise price) on which it will offer Shares or grant options or rights under the EEIP and may set different terms and conditions which apply to different participants in the EEIP. The Board will determine the procedure for offering Shares or granting Options or Rights (including the form, terms and content of any offer, invitation or acceptance procedure in accordance with the rules of the EEIP). Vesting conditions Shares, Options and Rights will be subject to vesting conditions determined by the Board from time to time and specified at the time of the grant. Vesting conditions may include conditions relating to continuous employment or service, the individual performance of the participant and/or the Company's performance and the exercise price (if any) being less than the prevailing market price of the underling Shares as at vesting. Ranking of Shares Shares issued (including Shares issued upon exercise of Options or Rights granted) under the EEIP will rank equally in all respects with the other issued Shares. Rights attaching to unvested The Board may determine (as part of the terms and Shares conditions applicable to an offer or grant of Shares, Options or Rights to a participant) whether the participant is entitled to: • all dividends declared or paid on unvested Shares (and whether such dividends are to be held in escrow until the Shares are fully vested);

• any bonus Shares which may accrue to unvested Shares (noting if the participant is entitled to bonus Shares, any such bonus Shares issued will be deemed to be unvested Shares issued at the time the original unvested Shares were issued); and

• any other rights or entitlements which accrue to Shares unvested Shares including voting rights (and deal with them accordingly).

• Vesting and dividend rights of Options and Rights do not carry any voting or dividend Options and Rights rights. Shares issued or transferred to participants on exercise of an option or right carry the same rights and entitlements as other issued Shares, including voting and dividend rights.

• Exercise of Options or Rights A participant may exercise Options or Rights in respect of which the Board has given a vesting notice and which have not expired or been forfeited. To exercise an Option or Right, the participant must lodge with the Company a signed notice of exercise and comply with any requirements under the rules of the EEIP or as specified by the Board.

• Expiry of Options or Rights Options and Rights which have not been exercised will expire if the applicable vesting conditions and any other conditions to exercise are not met during the prescribed performance period or if they are not

Page 15

Legal/73912635_2

Vested Options or Rights Quotation Options exercise price No transfer or encumbrance Other terms Number of Shares issued since listing

exercised before the applicable expiry date. In addition, Options and Rights will lapse if the participant deals with the Options and Rights in breach of the rules of the EEIP or in the opinion of the Directors, a participant has acted fraudulently or dishonestly. The Board intends that any vested Options or Rights held by a participant must be exercised within 12 months of the date the vesting conditions are satisfied (or such later date determined by the Board). Options and Rights will not be quoted on ASX. The Company will apply for official quotation of any Shares issued under the EEIP either upon the issue of unvested Shares or issue of Shares upon exercise of Options or Rights, in accordance with the ASX Listing Rules. The Board may in its absolute discretion determine that a participant is required to pay an exercise price to exercise the Options offered or granted to a participant. As a general rule, for Options it is intended that the exercise price of the Options will be at a premium to the ten day volume weighted average sale price of the Shares up to the date of issue of the relevant Options. Without the prior approval of the Board, unvested Shares, or Options or Rights which have not been exercised may not be sold, transferred, encumbered or otherwise dealt with. The Company has also reserved the right under the EEIP to assist participants in the acquisition of securities under EEIP by the provision of loans or other financial assistance. Any such loans or other financial assistance will be provided to a participant in compliance with all applicable provisions of the Corporations Act and the ASX Listing Rules. Since listing, the Company has issued 2,454,644 Options in respect of its EEIP under ASX Listing Rule (Exception 13). Of those 2,454,644 Options: • Nil Options have vested and been exercised; • Nil Options have vested but have not been exercised; • 1,250,000 Options remain unvested; • 1,204,644 Options have expired or lapsed.

Maximum number of equity securities proposed to be issued under the EEIP over the next 3 years

Over the next 12 months, the Company intends to issue around 11 million Options under the EEIP. With the Company expected to continue to grow over the next 3 years, including by acquisition, it is distinctly possible that the annual number of Options granted under the EEIP in 2 and 3 years' time may be more than 11 million per year. Therefore, at the date of this Notice, the Directors' best estimate of the maximum number of equity securities

Page 16

Legal/73912635_2

proposed to be issued under the EEIP over the next 3 years is 20 million.

(d) Board recommendation

Your Directors (other than Prashant Chandra who is a participant in the EEIP and therefore abstains from making a recommendation) unanimously recommend that eligible shareholders vote in favour of Resolution 8 set out in the accompanying Notice of Meeting.

Resolution 9 – Approval of Issue of Options to Michael Norster (Director)

(a) Explanation

Over the last 18 months the Company and its key people have worked tirelessly to ensure that the Company becomes profitable and cash flow positive as soon as possible. As these objectives are realised the next objective is to create substantial shareholder value by significantly increasing profitable revenue and the intellectual property base of the business. The ultimate goal is to increase the capital value of the company as reflected on the market as quickly as is practicable in its operational jurisdiction. The Company's Managing Director and each of its Non-Executive Directors have been at the forefront of this turnaround. As it relates to Mr Norster he has made significant unrewarded time commitments and all current Non-Executive Directors have been directly and actively involved in the Company's business to a far greater extent than is standard and usual for a non-executive director of a microcap listed company, for no additional remuneration. It is expected that this dedicated approach of the Non-Executive Directors towards the future success of the Company will continue well into the future. The intended result of this continuing involvement is to significantly increase the market capitalisation of the company over the option period if these options are granted.

In recognition of the contribution Michael Norster has made towards the performance of the Company, his expected ongoing contribution and the likely benefits to Shareholders of linking the Company's success to this contribution, it is proposed, subject to the approval of Shareholders, that Michael Norster be granted 65,000,000 Options, as detailed in paragraph (c) below.

(b) Reasons

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c) Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person Mr Michael Norster, Director of the Company, or his nominees(s). Number of securities to be issued 65,000,000 Options. Date by with the securities will be 30 November 2020 and otherwise, no later issued than 30 days after the date of this meeting. Terms of securities The Options are options to acquire new fully paid ordinary shares (such options being

Page 17

Legal/73912635_2

granted on the terms and conditions set out below and contained in Schedule 1).

• Exercise price (and issue price) of the The Options are to be granted at a nil issue securities price with each New Option having an exercise price as follows:

• • For 25,000,000 Options (Tranche 1): $0.10 per Option

• For 20,000,000 Options (Tranche 2): $0.20 per Option

• For 10,000,000 Options (Tranche 3): $0.30 per Option

• For 10,000,000 Options (Tranche 4): $0.40 per Option

If the business and assets or undertaking of the Company is sold to a third party (unrelated to the Directors) for $250 million or more then the exercise price for each Option as referred to above is reduced by 75%.

Vesting conditions of the securities The following vesting conditions attach to the Options. Each Option will be unvested unless and until the vesting condition attached to the Option is satisfied:

• For 25,000,000 Options (Tranche 1): No vesting conditions. These will be issued as vested Options

• For 20,000,000 Options (Tranche 2): The achievement of audited consolidated revenue of $10 million or more or audited consolidated EBITDA of $5 million or more

• For 10,000,000 Options (Tranche 3): The achievement of audited consolidated revenue of $20 million or more or audited consolidated EBITDA of $10 million or more

• For 10,000,000 Options (Tranche 4): The achievement of audited consolidated revenue of $30 million or more or audited consolidated EBITDA of $15 million or more

Separate to the above vesting conditions, any unvested Options will automatically vest if:

• a third party (unrelated to the Directors) acquires a relevant interest in more than 50% of the Company's voting shares; or

• the market capitalisation of the Company on ASX is $250 million or more for a continuous period of 6 months.

Page 18

Legal/73912635_2

Expiry date of the securities

Any Options which remain unvested on the date that is 5 years from the date of their issue will lapse on that date.

Any Options that do vest within the 5 years after the date of issue will lapse on the date that is 5 years after the date on which those Options vest.

For the avoidance of doubt, the Tranche 1 Options which are issued as vested Options will lapse on the date that is 5 years after their date of issue.

Use of funds raised

Any funds raised from the exercise of Options by Michael Norster and payment of the exercise price will be used to help the Company achieve its strategic objectives.

(d) Interconditionalilty with Resolutions 10 and 11

Shareholders should note that, even if passed, Resolution 9 will only be effective if Resolutions 10 and 11 are also passed.

(e) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(f) Board recommendation

Your Directors (other than Michael Norster) unanimously recommend that eligible shareholders vote in favour of Resolution 9 set out in the accompanying Notice of Meeting.

Resolution 10 – Approval of Issue of Options to Andrew Henderson (Director)

(a) Explanation

Over the last 18 months the Company and its key people have worked tirelessly to ensure that the Company becomes profitable and cash flow positive as soon as possible. As these objectives are realised the next objective is to create substantial shareholder value by significantly increasing profitable revenue and the intellectual property base of the business. The ultimate goal is to increase the capital value of the company as reflected on the market as quickly as is practicable in its operational jurisdiction. The Company's Managing Director and each of its Non-Executive Directors have been at the forefront of this turnaround. As it relates to Mr Henderson he has made significant unrewarded time commitments and all current Non-Executive Directors have been directly and actively involved in the Company's business to a far greater extent than is standard and usual for a non-executive director of a microcap listed company, for no additional remuneration. It is expected that this dedicated approach of the Non-Executive Directors towards the future success of the Company will continue well into the future. The intended result of this continuing involvement is to significantly increase the market capitalisation of the company over the option period if these options are granted.

In recognition of the contribution Andrew Henderson has made towards the performance of the Company, his expected ongoing contribution and the likely benefits to Shareholders of linking the Company's success to this contribution, it is proposed, subject to the approval of Shareholders, that Andrew Henderson be granted 65,000,000 Options, as detailed in paragraph (c) below.

(b) Reasons

Page 19

Legal/73912635_2

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c) Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person	Mr Andrew Henderson, Director of the
	Company, or his nominees(s).
Number of securities to be issued	65,000,000 Options.
Date by with the securities will be	30 November 2020 and otherwise, no later
issued	than 30 days after the date of this meeting.
Terms of securities	The Options are options to acquire new fully
	paid ordinary shares (such options being
	granted on the terms and conditions set out
	below and contained in Schedule 1).
Exercise price (and issue price) of the	The Options are to be granted at a nil issue
securities	price with each New Option having an
	exercise price as follows:
	• For 25,000,000 Options (Tranche 1):
	$0.10 per Option
	• For 20,000,000 Options (Tranche 2):
	$0.20 per Option
	• For 10,000,000 Options (Tranche 3):
	$0.30 per Option
	• For 10,000,000 Options (Tranche 4):
	$0.40 per Option

If the business and assets or undertaking of the Company is sold to a third party (unrelated to the Directors) for $250 million or more then the exercise price for each Option as referred to above is reduced by 75%.

Vesting conditions of the securities

The following vesting conditions attach to the Options. Each Option will be unvested unless and until the vesting condition attached to the Option is satisfied:

• For 25,000,000 Options (Tranche 1): No vesting conditions. These will be issued as vested Options

• For 20,000,000 Options (Tranche 2): The achievement of audited consolidated revenue of $10 million or more or audited consolidated EBITDA of $5 million or more

Page 20

Legal/73912635_2

• For 10,000,000 Options (Tranche 3): The achievement of audited consolidated revenue of $20 million or more or audited consolidated EBITDA of $10 million or more

• For 10,000,000 Options (Tranche 4): The achievement of audited consolidated revenue of $30 million or more or audited consolidated EBITDA of $15 million or more

Separate to the above vesting conditions, any unvested Options will automatically vest if:

• a third party (unrelated to the Directors) acquires a relevant interest in more than 50% of the Company's voting shares; or

• the market capitalisation of the Company on ASX is $250 million or more for a continuous period of 6 months.

Expiry date of the securities Any Options which remain unvested on the date that is 5 years from the date of their issue will lapse on that date.

Any Options that do vest within the 5 years after the date of issue will lapse on the date that is 5 years after the date on which those Options vest.

For the avoidance of doubt, the Tranche 1 Options which are issued as vested Options will lapse on the date that is 5 years after their date of issue.

Use of funds raised Any funds raised from the exercise of Options by Andrew Henderson and payment of the exercise price will be used to help the Company achieve its strategic objectives.

(d) Interconditionalilty with Resolutions 9 and 11

Shareholders should note that, even if passed, Resolution 10 will only be effective if Resolutions 9 and 11 are also passed.

(e) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(f) Board recommendation

Your Directors (other than Andrew Henderson) unanimously recommend that eligible shareholders vote in favour of Resolution 10 set out in the accompanying Notice of Meeting.

Resolution 11 – Approval of Issue of Options to Nicholas Smedley (Director)

(a) Explanation

Over the last 18 months the Company and its key people have worked tirelessly to ensure that the Company becomes profitable and cash flow positive as soon as possible. As these

Page 21

Legal/73912635_2

objectives are realised the next objective is to create substantial shareholder value by significantly increasing profitable revenue and the intellectual property base of the business. The ultimate goal is to increase the capital value of the company as reflected on the market as quickly as is practicable in its operational jurisdiction. The Company's Managing Director and each of its Non-Executive Directors have been at the forefront of this turnaround. As it relates to Mr Smedley he has made significant unrewarded time commitments and all current Non-Executive Directors have been directly and actively involved in the Company's business to a far greater extent than is standard and usual for a non-executive director of a microcap listed company, for no additional remuneration. It is expected that this dedicated approach of the Non-Executive Directors towards the future success of the Company will continue well into the future. The intended result of this continuing involvement is to significantly increase the market capitalisation of the company over the option period if these options are granted.

In recognition of the contribution Nicholas Smedley has made towards the performance of the Company, his expected ongoing contribution and the likely benefits to Shareholders of linking the Company's success to this contribution, it is proposed, subject to the approval of Shareholders, that Nicholas Smedley be granted 65,000,000 Options, as detailed in paragraph (c) below.

(b) Reasons

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c)

Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person	Mr Nicholas Smedley, Director of the
	Company, or his nominees(s).
Number of securities to be issued	65,000,000 Options.
Date by with the securities will be	30 November 2020 and otherwise, no later
issued	than 30 days after the date of this meeting.
Terms of securities	The Options are options to acquire new fully
	paid ordinary shares (such options being
	granted on the terms and conditions set out
	below and contained in Schedule 1).
Exercise price (and issue price) of the	The Options are to be granted at a nil issue
securities	price with each New Option having an
	exercise price as follows:
	• For 25,000,000 Options (Tranche 1):
	$0.10 per Option
	• For 20,000,000 Options (Tranche 2):
	$0.20 per Option
	• For 10,000,000 Options (Tranche 3):
	$0.30 per Option
	• For 10,000,000 Options (Tranche 4):
	$0.40 per Option

Page 22

Legal/73912635_2

If the business and assets or undertaking of the Company is sold to a third party (unrelated to the Directors) for $250 million or more then the exercise price for each Option as referred to above is reduced by 75%.

Vesting conditions of the securities

The following vesting conditions attach to the Options. Each Option will be unvested unless and until the vesting condition attached to the Option is satisfied:

• For 25,000,000 Options (Tranche 1): No vesting conditions. These will be issued as vested Options

• For 20,000,000 Options (Tranche 2): The achievement of audited consolidated revenue of $10 million or more or audited consolidated EBITDA of $5 million or more

• For 10,000,000 Options (Tranche 3): The achievement of audited consolidated revenue of $20 million or more or audited consolidated EBITDA of $10 million or more

• For 10,000,000 Options (Tranche 4): The achievement of audited consolidated revenue of $30 million or more or audited consolidated EBITDA of $15 million or more

Separate to the above vesting conditions, any unvested Options will automatically vest if:

• a third party (unrelated to the Directors) acquires a relevant interest in more than 50% of the Company's voting shares; or

• the market capitalisation of the Company on ASX is $250 million or more for a continuous period of 6 months.

Expiry date of the securities Any Options which remain unvested on the date that is 5 years from the date of their issue will lapse on that date.

Any Options that do vest within the 5 years after the date of issue will lapse on the date that is 5 years after the date on which those Options vest.

For the avoidance of doubt, the Tranche 1 Options which are issued as vested Options will lapse on the date that is 5 years after their date of issue.

Use of funds raised Any funds raised from the exercise of Options by Nicholas Smedley and payment of the exercise price will be used to help the Company achieve its strategic objectives.

(d) Interconditionalilty with Resolutions 9 and 10

Page 23

Legal/73912635_2

Shareholders should note that, even if passed, Resolution 11 will only be effective if Resolutions 9 and 10 are also passed.

(e) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(f) Board recommendation

Your Directors (other than Nicholas Smedley) unanimously recommend that eligible shareholders vote in favour of Resolution 11 set out in the accompanying Notice of Meeting.

Resolution 12 – Approval of Issue of Options to Prashant Chandra (Director)

(a) Explanation

Over the last 18 months the Company and its key people have worked tirelessly to ensure that the Company becomes profitable and cash flow positive as soon as possible. As these objectives are realised the next objective is to create substantial shareholder value by significantly increasing profitable revenue and the intellectual property base of the business. The ultimate goal is to increase the capital value of the company as reflected on the market as quickly as is practicable in its operational jurisdiction. The Company's Managing Director and each of its Non-Executive Directors have been at the forefront of this turnaround. As it relates to Mr Chandra he has made significant contribution as Managing Director and CEO. It is expected that his continuing contribution will be pivotal towards the future success of the Company. The intended result of this continuing contribution is to significantly increase the market capitalisation of the company over the option period, which is reflected in the vesting conditions, if these options are granted.

In recognition of the contribution Prashant Chandra has made towards the performance of the Company as its Managing Director, his expected ongoing contribution and the benefits to Shareholders of linking the Company's successes generated his contributions, it is proposed, subject to the approval of Shareholders, that Prashant Chandra be granted 15,000,000 Options, as detailed in paragraph (c) below.

(b) Reasons

Under ASX Listing Rule 10.11, a listed company must obtain the approval of its shareholders before it can issue securities to a party or a person whose relationship with the company or a related party is, in ASX's opinion, such that shareholders' approval should be obtained. The proposed issue of securities requires shareholder approval under ASX Listing Rule 10.11. Pursuant to ASX Listing Rule 7.2 (Exception 14), issues of securities that receive shareholder approval under ASX Listing Rule 10.11 do not take up any of the Company's placement capacity.

(c) Required information

In compliance with ASX Listing Rule 10.13, the Company provides the following information:

Name of the person	Mr Prashant Chandra, Director of the
	Company, or his nominees(s).
Number of securities to be issued	15,000,000 Options.
Date by with the securities will be	30 November 2020 and otherwise, no later
issued	than 30 days after the date of this meeting.
Terms of securities	The Options are options to acquire new fully
	paid ordinary shares (such options being

Page 24

Legal/73912635_2

granted on the terms and conditions set out below and contained in Schedule 1).

Exercise price (and issue price) of the securities

The Options are to be granted at a nil issue price with each New Option having an exercise price as follows:

• For 6,000,000 Options (Tranche 1): $0.10 per Option

• For 4,000,000 Options (Tranche 2): $0.20 per Option

• For 2,500,000 Options (Tranche 3): $0.30 per Option

• For 2,500,000 Options (Tranche 4): $0.40 per Option

If the business and assets or undertaking of the Company is sold to a third party (unrelated to the Directors) for $250 million or more then the exercise price for each Option as referred to above is reduced by 75%.

Vesting conditions of the securities

The following vesting conditions attach to the Options. Each Option will be unvested unless and until the vesting condition attached to the Option is satisfied:

• For 6,000,000 Options (Tranche 1): The achievement of audited consolidated revenue of $6 million or more or audited consolidated EBITDA of $1 million or more

• For 4,000,000 Options (Tranche 2): The achievement of audited consolidated revenue of $10 million or more or audited consolidated EBITDA of $5 million or more

• For 2,500,000 Options (Tranche 3): The achievement of audited consolidated revenue of $20 million or more or audited consolidated EBITDA of $10 million or more

• For 2,500,000 Options (Tranche 4): The achievement of audited consolidated revenue of $30 million or more or audited consolidated EBITDA of $15 million or more

Separate to the above vesting conditions, any unvested Options will automatically vest if:

• a third party (unrelated to the Directors) acquires a relevant interest in more than 50% of the Company's voting shares; or

• the market capitalisation of the Company on ASX is $250 million or more for a continuous period of 6 months.

Page 25

Legal/73912635_2

Expiry date of the securities

Any Options which remain unvested on the date that is 5 years from the date of their issue will lapse on that date.

Any Options that do vest within the 5 years after the date of issue will lapse on the date that is 5 years after the date on which those Options vest.

For the avoidance of doubt, the Tranche 1 Options which are issued as vested Options will lapse on the date that is 5 years after their date of issue.

Use of funds raised

Any funds raised from the exercise of Options by Prashant Chandra and payment of the exercise price will be used to help the Company achieve its strategic objectives.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors (other than Prashant Chandra) unanimously recommend that eligible shareholders vote in favour of Resolution 12 set out in the accompanying Notice of Meeting.

Resolution 13: Approval of additional 10% placement capacity

(a) Explanation

The Company seeks Shareholder approval to permit the Company to issue an additional 10% of its issued capital over a 12 month period in accordance with ASX Listing Rule 7.1A ( Additional Placement Capacity ).

(b) Reasons

ASX Listing Rule 7.1 permits the Company to issue a maximum of 15% of its capital in any 12 month period without requiring shareholder approval. Under ASX Listing Rule 7.1A, eligible entities (companies that are outside the S&P/ASX 300 Index and have a market capitalisation of $300 million or less) can issue a further 10% of share capital in 12 months on a non-pro rata basis subject to the company obtaining shareholder approval.

The Company is an eligible entity as at the date of this Notice of Meeting.

The number of Shares that may be issued (if Shareholder approval is obtained at the Annual General Meeting) will be determined in accordance with the following formula prescribed in ASX Listing Rule 7.1A.2:

(A x D) – E

where:

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

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

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

Page 26

Legal/73912635_2

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

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

D is 10%.

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

(c) Required information

In compliance with ASX Listing Rule 7.3A, the Company provides the following information:

Minimum Price at which equity securities may be issued

The issue price of each Share must be no less than 75% of the volume weighted average price for the Shares calculated over the 15 trading days on which trades in that class where recorded immediately before:

• the date on which the price, at which the securities are to be issued, is agreed; or

• if the securities are not issued within 10 trading days of the date referred to above, the date on which the securities are issued.

Risk of economic and voting dilution

An issue of Shares under ASX Listing Rule 7.1A involves the risk of economic and voting dilution for existing ordinary security holders. The risks include:

• the market price for shares may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and

• the equity securities may be issued at a price that is at a discount to the market price for the Shares on the issue date.

Under ASX Listing Rule 7.3A.2, a table describing the notional possible dilution, based upon various assumptions as stated, is set out below.

Date by which the securities will be issued

The period commencing on the date of the Annual General Meeting (to which this Notice relates) at which approval is obtained and expiring on the first to occur of the following:

• the date which is 12 months after the date of the annual general meeting at which approval is obtained;

• the time and date of the Company's next annual general meeting; and

Page 27

Legal/73912635_2

• the date of the approval by holders of the Company’s ordinary securities of a transaction under ASX Listing Rules 11.1.2 or 11.2.

The approval under ASX Listing Rule 7.1A will cease to be valid if holders of the Company’s ordinary securities approve a transaction under ASX Listing Rules 11.1.2 or 11.2.

Purposes for which the equity securities may be issued, including whether the Company may issue them for non-cash consideration

It is the Board’s current intention that any funds raised under an issue of equity securities will be used for general working capital requirements and to increase resources available to pursue major clients and partnerships.

Details of the Company's allocation policy for issues under approval

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to ASX Listing Rule 7.1A. The identity of the allottees will be determined on a case-by-case basis having regard to factors including but not limited to the following:

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

• the effect of the issue of the ASX Listing Rule 7.1A shares on the control of the Company;

• the financial situation and solvency of the Company; and

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

The allottees under the ASX Listing Rule 7.1A facility have not been determined as at the date of this Notice of Meeting but may include existing substantial shareholders and new shareholders who are not related parties or associates of a related party of the Company. Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the ASX Listing Rule 7.1A facility will be or include the vendors of the new assets or investments.

Previous approvals under ASX Listing Rule 7.1A

Approval obtained by the Company from Shareholders on 29 November 2019 for additional 10% capacity under ASX Listing Rule 7.1A.

Equity Securities issued in the 12 Nil months preceding the Date of the Meeting under ASX Listing Rule 7.1A.2

Page 28

Legal/73912635_2

Percentage of Equity Securities Nil issued in the 12 months preceding the Date of the Meeting under ASX Listing Rule 7.1A.2 out of the total number of Equity Securities on issue as at the Date of the Meeting

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

The table below shows the dilution of existing Shareholders on the basis of the closing price of Shares on ASX on 20 October 2020 of $0.059 and the current number of ordinary securities for variable “A” calculated under the formula in ASX Listing Rule 7.1A(2) as at the date of this notice.

The table shows two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require shareholder approval (for example, a pro rata entitlement issue or scrip issued under a takeover offer) or future specific placements under ASX Listing Rule 7.1 that are approved at a future meeting of shareholders. The table also shows two examples where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the closing price of Shares on ASX on 20 October 2020 of $0.059.

		Dilution
Variable ‘A’ in Listing Rule 7.1A.2
		$0.030 $0.059 $0.118
		50% decrease Issue Price 100% increase
		in Issue Price in Issue Price
Current	10% voting dilution Fundsraised	59,613,545 59,613,545 59,613,545 $1,788,406 $3,517,199 $7,034,398
Variable A*
596,135,454 Shares
50% increase	10% voting dilution	89,420,318 89,420,318 89,420,318
in Current
Variable A*
894,203,181 Shares	Fundsraised	$2,682,610 $ 5,275,799 $ 10,551,598
100% increase	10% voting dilution	119,227,091 119,227,091 119,227,091
in Current
Variable A*
1,192,270,908 Shares	Fundsraised	$ 3,576,813 $7,034,398 $14,068,797
*Note: Current Variable A refers to the calculation required by Listing Rule 7.1A.2.

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Shares available under the 10% ASX Listing Rule 7.1A approval.

• (ii) No Options are exercised to convert into Shares before the date of the issue of the Shares available under ASX Listing Rule 7.1A.

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

• (iv) The table does not show an example of dilution that may be caused to a particular shareholder by reason of any Share issue under ASX Listing Rule 7.1A, based on that shareholder’s holding at the date of the meeting.

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

Page 29

Legal/73912635_2

• (vi) The issue of securities under ASX Listing Rule 7.1A consists only of Shares.

• (vii) The issue price is $0.059 being the closing price of the shares on ASX on 20 October 2020.

(d) Voting

Some voters may not be allowed to vote on the Resolution. Please refer to the voting exclusion statement in the Notice of Meeting.

(e) Board recommendation

Your Directors unanimously recommend that eligible shareholders vote in favour of Resolution 10 set out in the accompanying Notice of Meeting.

Page 30

Legal/73912635_2

24. Glossary

Glossary
AD1 or Company	means AD1 Holdings Limited ACN 123 129 162.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited or its financial market, the Australian Securities Exchange, as the context requires.
ASX Listing Rules	means the listing rules of ASX as they are amended from time to time.
Board	means the board of directors of AD1 from time to time.
Chairman	means the person chairing the Meeting.
Constitution	means the Company's Constitution.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the current directors of the Company.
EEIP	means the employee and executive incentive plan adopted by the Company in June 2016.
Explanatory Memorandum	means the explanatory notes to the Resolutions that forms part of the Notice of Meeting.
Meeting	means the annual general meeting of Shareholders called by the Notice of Meeting.
New Shares	means the Shares that have been issued as part of the Private Placement or the acquisition of Art of Mentoring (as applicable).
New Options	means the Options that are proposed to be issued on or around 30 November 2020, as described in the Notice.
NoticeorNotice of Meeting orNotice of Annual General Meeting	means this notice of annual general meeting and explanatory memorandum.
Option	means an option to acquire a new fully paid ordinary share in the capital of AD1.
Private Placement	means the placement of New Shares that were issued on 16 October 2020 to sophisticated and professional investors.
Resolutions	means the resolutions set out in the Notice.
Right	means a performance right which the Company may issue to participants under the EEIP.
Share	means a fully paid ordinary share in the capital of AD1.
Shareholder	means a holder of one or more Shares.

Page 31

Legal/73912635_2

Schedule 1 – Terms of New Options

The rights and liabilities attaching to the New Options are summarised as follows:

Register

The Company maintains a register of holders of options (which include the New Options) in accordance with section 168(1)(b) of the Corporations Act.

Transfer / transmission

New Options will not be quoted on the ASX. Options are transferable. However, upon transfer, the transferor must notify the Board of the transfer within 5 business days of the date of transfer.

Issue and lapse

New Options issued to a holder will lapse on the relevant expiry date if not exercised on or before that date. The relevant expiry date for the New Options is set out in the relevant explanatory material for each such Option in the Notice.

Exercise

A New Option may, provided it is vested, be exercised at any time prior to its expiry by delivery to the Company of a duly completed notice of exercise of the New Options ( Exercise Notice ), signed by the registered holder of the New Option, together with payment to the Company of the relevant exercise price for each New Option being exercised and the relevant option certificate. The relevant exercise price for the New Options is set out in the relevant explanatory material for each such Option in the Notice.

New Options which are validly exercised will be deemed to have been exercised on the date that an Exercise Notice is in respect of those New Options is lodged with the Company. A notice of exercise of New Options is only effective when the Company has received the full amount of the exercise price in cash or cleared funds.

Dividend entitlement

New Options do not carry any dividend entitlement until they are exercised. Fully paid ordinary shares in the Company ( Shares ) issued on the exercise of New Options rank equally with other Shares then on issued from their date of issue and are entitled to dividends paid on and from this date when the record date for the dividends occurs after the date of issue of the Shares.

Participation rights

For determining entitlements to the issue, a holder of New Options may only participate in new issues of securities to holders of applicable Shares if the New Option has been exercised and a Share allotted in respect of the New Option before the relevant record date.

The Company must give at least 6 business days' notice to holders of New Options of any new issue before the relevant record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

If between the date of issue and the date of exercise of a New Option the Company makes on or more rights issues (being a pro rata issue of Shares that is not a bonus issue) in accordance with the ASX Listing Rules, the exercise of New Options on issue will be reduced in respect of each rights issue according to the following formula:

Page 32

Legal/73912635_2

NE = OE – E[P – (S+D)] N + 1

where:

NE is the new exercise price of the New Option; OE is the old exercise price of the New Option;

E is the number of underlying Shares into which one New Option is exercisable; P is the average closing sale price per Share (weighted by reference to volume) during the 5 trading days ending on the day before the ex-rights date or ex entitlements date (excluding special crossings and overnight sales);

S is the subscription price for a Share under the rights issue;

D is the dividend due but not yet paid one each Share at the relevant time; and N is the number of Shares that must be held to entitle holders to receive a new Share in the rights issue.

If there is a bonus issue to the holders of Shares, the number of Shares over which the New Option is exercisable will be increased by the number of Shares which the holder of the New Option would have received if the New Option has been exercised before the relevant record date for the bonus issue.

Reconstructions and alteration to capital

Any adjustment to the number of outstanding New Options and the exercise price under a reorganisation of the Company's share capital must be made in accordance with the ASX Listing Rules at the time of the reorganisation.

Page 33

Legal/73912635_2



==> picture [87 x 57] intentionally omitted <==

AD1 Holdings Ltd ACN 123 129 162

LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

BY MAIL  AD1 Holdings Ltd 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; or Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

LODGEMENT OF A PROXY FORM This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 11:00am (AEDT) on Wednesday, 25 November 2020, 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. Proxy Forms may be lodged using the reply paid envelope or:  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). HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and (b) return both forms together. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the box SIGNING INSTRUCTIONS in Step 1. If you wish to appoint someone other than the Chairman of the Meeting

YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and

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 and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

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.

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, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

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 of Attorney to this form when you return it.

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.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or 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.

CORPORATE REPRESENTATIVES

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

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of AD1 Holdings Ltd and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy

Name

Email

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 Annual General Meeting of the Company to be held at 11:00am (AEDT) on Friday, 27 November 2020 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/ad120 (refer to details in the Virtual Meeting Online Guide).

• Important for Resolutions 1, 3-13: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 3-13, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). 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 * For Against Abstain * 1 Adoption of Remuneration Report 9 Approval of Issue of Options to Michael Norster (Director)

• 2 Re-election of Director – 10 Approval of Issue of Options to Mr Nicholas Smedley Andrew Henderson (Director)

• 3 Ratification of issue of Shares to the 11 Approval of Issue of Options to vendor of Art of Mentoring Nicholas Smedley (Director)

• 4 Ratification of Private Placement 12 Approval of Issue of Options to Prashant Chandra (Director)

• 5 Approval of issue of Options to Michael 13 Approval of additional 10% placement Norster (Director) in connection with capacity Underwriting the Private Placement

• 6 Approval of issue of Options to Andrew Henderson (Director) in connection with Underwriting the Private Placement

• 7 Approval of issue of Options to Nicholas Smedley (Director) in connection with Underwriting the Private Placement

• 8 Approval of Employee and Executive Incentive Plan

• • 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 yourvotes will not be counted in computing the required majority on a poll.

Important for Resolutions 1, 3-13: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 3-13, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

AD1 PRX2001N

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

• Chrome – Version 44 & 45 and after

• Firefox – 40.0.2 and after

• Safari – OS X v10.9

• & OS X v10.10 and after

• Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

==> picture [239 x 180] intentionally omitted <==

Step 1

Open your web browser and go to https://agmlive.link/ad120 and select the relevant meeting.

Step 2

Log in to the portal using your full name, mobile number, email address, and company name (if applicable).

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

• On the left – a live video webcast of the Meeting

• On the right – the presentation slides that will be addressed during the Meeting

• At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

==> picture [170 x 184] intentionally omitted <==

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

==> picture [383 x 227] intentionally omitted <==

==> picture [171 x 262] intentionally omitted <==

Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

Once voting has been closed all voting cards will automatically be submitted and cannot be changed.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Link Group Virtual Meeting Online Guide • 3

2. How to ask a question

3. Downloads

Note: Only securityholders are eligible to ask questions.

You will only be able to ask a question after you have registered to vote. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

View relevant documentation in the Downloads section.

Voting closing

The ‘Ask a Question’ box will then pop up with two sections for completion.

==> picture [170 x 147] intentionally omitted <==

Voting will end 5 minutes after the close of the Meeting.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

At the close of the meeting any votes you have placed will automatically be submitted.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

==> picture [170 x 107] intentionally omitted <==

Contact us

Australia T 1300 554 474 E info@linkmarketservices.com.au

New Zealand T +64 9 375 5998 E enquiries@linkmarketservices.co.nz

1261.0 07/20 ISS3