ADSLOT LTD. — AGM Information 2019

Oct 17, 2019

ADSLOT LTD

ABN 70 001 287 510

NOTICE OF MEETING

Friday 22 November 2019 at 11.00am (AEDT)

TO BE HELD AT

Collins Square Business Centre, Level 6, Tower 2 727 Collins Street, Melbourne VIC 3008

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss any matters relating to this Notice please contact Felicity Conlan, Company Secretary on +61 (0)2 9690 3904.

ADSLOT LTD ABN 70 001 287 510

NOTICE OF ANNUAL GENERAL MEETING Friday 22 November 2019

Notice is given that the Annual General Meeting of the Shareholders of Adslot Limited (‘Company’ or ‘Adslot’) will be held at Collins Square Business Centre, Level 6, Tower 2, 727 Collins Street, Melbourne Vic 3008, on Friday 22 November 2019 at 11.00am.

AGENDA

Ordinary Business

1. Financial statements and reports

To receive and consider the Directors' Report, Financial Report and Auditor’s Report for the financial year ended 30 June 2019.

2. Remuneration Report (Resolution 1)

To consider and, if thought fit, pass the following resolution as a non-binding resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as set out in the Annual Report of the Company for the financial year ended 30 June 2019 be adopted.”

Note: The vote on this Resolution is advisory only and does not bind the Company or its directors.

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the key management personnel, details of whose remuneration are included in
the Remuneration Report; or
(b) a closely related party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote
is not cast on behalf of a person described above and either:

(c)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this
	Resolution; or
(d)	the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
	proxy is to vote on this Resolution and expressly authorises the Chair to exercise the proxy
	even though this Resolution is connected directly or indirectly with the remuneration of a
	member of the keymanagementpersonnel.

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3. Re-election of Ms Sarah Morgan as a Director (Resolution 2)

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

“That Ms Sarah Morgan, a director retiring by rotation in accordance with clause 58.1 of the Company’s constitution, and being eligible, and offering herself for re-election, be re-elected as a director of the Company.”

4. Ratification of issue of Shares under Placement (Resolution 3)

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 160,000,000 Shares to institutional and sophisticated investors under the Placement, details of which are set out in the Explanatory Statement, be ratified by Shareholders.”

Voting Exclusion: The Company will disregard any votes cast in favour of the resolution by any person or entity who participated in the issue of Shares under the Placement and any Associates of those persons, unless the vote is cast:

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

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

Special Business

5. Approval of 10% placement facility (Resolution 4)

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

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

ASX Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of such a person. However, the Company will not disregard a vote if:

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

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

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PROXY NOTES

• A member entitled to attend and vote at the meeting has a right to appoint a proxy.

• The proxy need not be a member of the Company.

• A member who is entitled to cast two or more votes may appoint up to two proxies and, in the case of such an appointment, may specify the proportion or number of votes each proxy is appointed to exercise.

• If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes which each proxy may exercise, each proxy may exercise half of the votes.

• The Proxy Form included with this Notice must be signed by the member or the member’s attorney. Proxies given by corporations must be signed under the hand of its duly authorised officer(s) or by attorney.

• To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be lodged with the Share Registry - Computershare Investor Services Pty Limited at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067, using the reply paid envelope supplied or by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) or online at www.investorvote.com.au as soon as possible and in any event not later than 11am on 20 November 2019.

• Shareholders should refer to the Explanatory Statement, which accompanies and forms part of this Notice for information regarding each Resolution.

DIRECTED AND UNDIRECTED PROXIES

• A proxy may decide whether to vote on any Resolution, 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 (other than as noted below).

• If you choose to appoint a proxy, the Board encourages you to direct your proxy how to vote on each Resolution by marking either “For”, “Against” or “Abstain” for this item of business on the Proxy Form.

• If you sign the enclosed Proxy Form and do not specify an individual or body corporate as your proxy, you will be deemed to have appointed the Chair as your proxy.

• If the Chair is appointed as your proxy and you have not directed the Chair how to vote, you will be taken to have expressly authorised the Chair to cast your votes in favour of every Resolution (which the Chair intends to do), even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

• If you appoint as your proxy any other director of the Company, any other of the Company’s key management personnel or any of their closely related parties, they will vote undirected proxies in favour of all of the proposed Resolutions except any Resolution that is connected directly or indirectly with the remuneration of a member of the key management personnel. Those persons will not cast any votes in respect of any Resolution that is connected directly or indirectly with the remuneration of a member of the key management personnel, where those votes arise from undirected proxies they hold.

• “Key management personnel” of the Company for the financial year ended 30 June 2019 are identified in the Remuneration Report, which forms part of the Company’s 2019 Annual Report. The “closely related parties” of the Company’s key management personnel are defined in the Corporations Act, and include certain of their family members, dependents and companies they control.

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DETERMINATION OF VOTING ENTITLEMENTS

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purpose of the meeting, only persons holding Shares at 7.00pm (AEDT) on Wednesday 20 November 2019 will be treated as Shareholders. This means that only those persons who are the registered holders of Shares at that time will be entitled to attend and vote at the Meeting.

REQUIRED VOTING MAJORITIES

All Resolutions (other than Resolutions 1 and 4) are proposed as ordinary resolutions. Accordingly, the passage of each Resolution (other than Resolutions 1 and 4) requires approval by a simple majority of the votes cast by members present and voting at the Meeting, whether in person or by proxy.

Resolution 1 is proposed as a non-binding resolution.

Resolution 4 is proposed as a special resolution. Accordingly, the passage of Resolution 4 requires approval of 75% of the votes cast by members present and entitled to vote at the Meeting, whether in person or by proxy.

Dated: 11 October 2019

By Order of the Board Felicity Conlan Company Secretary

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ADSLOT LIMITED ABN 70 001 287 510

EXPLANATORY STATEMENT

PURPOSE OF INFORMATION

The purpose of this Explanatory Statement (which is included in and forms part of the Notice dated 11 October 2019) is to provide Shareholders with an explanation of the business and the Resolutions to be proposed and considered at the Annual General Meeting ( Meeting ) of the Company which is to be held on Friday 22 November 2019 at 11.00am (AEDT) at Collins Square Business Centre, Level 6, Tower 2, 727 Collins Street, Melbourne Vic 3008. The information in the Explanatory Statement will also assist Shareholders to determine how they wish to vote on each Resolution.

FINANCIAL STATEMENTS AND REPORTS

Pursuant to the Corporations Act, the directors of a public company that is required to hold an annual general meeting must table the financial statements and reports of the Company (including the Directors' Report and Auditor's Report) for the previous financial year before the Shareholders at that annual general meeting.

Shareholders have been provided with all relevant information concerning the Company's financial statements, the Directors' Report and Auditor's Report in the Annual Report of the Company for the year ended 30 June 2019. A copy of the Annual Report has been forwarded to each Shareholder (other than those Shareholders who have previously elected not to receive the Annual Report, whether in paper form or electronically). Any Shareholder who has made this election and now wishes to receive a paper or electronic copy of the Annual Report should contact the Company to arrange receipt.

The Annual Report can also be viewed, printed and downloaded from the Company's website www.adslot.com. A copy of the financial statements, the Directors' Report and the Auditor's Report will be tabled at the meeting.

Shareholders should note that the sole purpose of tabling the financial statements and the reports of the Company at the Meeting is to provide Shareholders with the opportunity to ask questions or discuss matters arising from the financial statements and/or the reports at the meeting. It is not the purpose of the meeting that the financial statements or the reports be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company's financial statements or the reports (other than the Remuneration Report) will be put to the Shareholders at the Meeting.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the financial statements and the reports. The Company's auditor will also be available to receive questions and comments from Shareholders about the preparation and content of the financial statements and the Auditor's report and the conduct of the audit generally.

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Further, any Shareholder entitled to cast a vote at the Meeting may submit written questions to the auditor if:

• (a) the question is relevant to:

• (i) the content of the Auditor’s Report to be considered at the Meeting; or

• (ii) the conduct of the audit of the Financial Report to be considered at the Meeting; and

• (b) the Shareholder gives the question to the Company no later than 5 business days before the day on which the Meeting is to be held.

Where appropriate, and practical to do so, the Company may provide answers to any such written questions at the Meeting.

REMUNERATION REPORT (Resolution 1)

The 2019 Annual Report contains the Remuneration Report which sets out the Company’s remuneration philosophy. The Board assesses the appropriateness of the nature and amount of the remuneration of employees on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit by:

• a) Attracting the highest quality employees;

• b) Retaining the best performing employees;

• c) Aligning the employees with shareholder outcomes;

• d) Aligning employee motivation to a cascading set of key performance indicators that drive the most optimal strategic outcomes for the business; and

• e) Ensuring it aligns with the latest industry best practice.

The Directors’ Report for the year ended 30 June 2019 contains a Remuneration Report, which sets out the policy for remuneration of its officers and senior employees. The Corporations Act (section 250R(2)) requires that each listed company put a resolution to its shareholders at its annual general meeting that its remuneration report be adopted. The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the company.

The Board will consider the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies. Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report, the Company receives a “strike”. If 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, Shareholders will be given the opportunity to vote at the second of those AGMs on a resolution that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must stand for re-election ( Spill Resolution ). At the Company’s 2018 Annual General Meeting, 2.96% of the votes cast by members were against the adoption of the Remuneration Report. Accordingly, a Spill Resolution is not relevant for this Meeting.

Where the Chair has been appointed as proxy, the Chair will be taken to have been expressly authorised to vote (and the Chair will vote) undirected proxies in favour of Resolution 1 (Remuneration Report) even though the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. However, if another director of the Company or any other of the Company’s key management personnel (or any of their closely related parties) is appointed as a proxy, they will not cast any votes in respect of Resolution 1 that arise from any undirected proxies they hold.

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If you choose to appoint a proxy, the Board encourages you to direct your proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” for this item of business on the Proxy Form.

Resolution 1 is put to the Shareholders at the Meeting in fulfilment of the obligations of the Company under section 250R(2) of the Corporations Act. Shareholders attending the Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Directors’ recommendation and undirected proxies

Recommendation – Noting that each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report), the Board recommends that Shareholders vote in favor of Resolution 1.

The Chair intends to vote undirected proxies in favour of Resolution 1.

RE-ELECTION OF MS SARAH MORGAN AS A DIRECTOR (Resolution 2)

ASX Listing Rule 14.4 provides that a director of an entity (other than a managing director) must not hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever is the longer.

Clause 58.1 of the Company's constitution requires one third of the directors to retire by rotation at each annual general meeting. Accordingly, Ms Sarah Morgan retires from office and, being eligible, offers herself for re-election.

Biographical details of Ms Sarah Morgan

Sarah Morgan has extensive experience in the finance industry, primarily as part of independent corporate advisory firm Grant Samuel. Sarah has been involved in public and private company mergers and acquisitions, as well as equity and debt capital raisings. Sarah holds a degree in Engineering and a Master of Business Administration from the University of Melbourne and is a Graduate of Australian Institute of Company Directors. Sarah is also Non-Executive Director of Hansen Technologies Limited, Future Generation Global Investment Company Limited and Whispir Limited.

Ms Morgan is Chair of the Audit and Risk Committee.

Directors’ recommendation and undirected proxies

Recommendation – The Directors (other than Ms Morgan) recommend that Shareholders vote in favor of Resolution 2.

The Chair intends to vote undirected proxies in favour of Resolution 2.

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RATIFICATION OF ISSUE OF SHARES UNDER PLACEMENT (Resolution 3)

On 9 May 2019, the Company announced to the ASX ( Placement Announcement ) the successful closing of a $4.0 million Share placement ( Placement ) to new and existing institutional and sophisticated investors. The Placement involved the issue of 160,000,000 Shares pursuant to the Company’s existing 15% placement capacity under Listing Rule 7.1. The Placement Shares were issued at the price of $0.025 per Share ( Offer Price ) on 15 May 2019 and did not require Shareholder approval.

Shareholder ratification of the Placement is sought under Resolution 3 in accordance with Listing Rule 7.4.

Listing Rules 7.1 and 7.4

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period without the approval of holders of ordinary securities than the amount which represents 15% of the number of fully paid ordinary securities on issue at the start of the 12 month period.

Listing Rule 7.4 provides that an issue of securities made without the approval of holders of ordinary securities under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and holders of ordinary securities subsequently approve the issue pursuant to a notice of meeting which complies with Listing Rule 7.5.

Specific information required under Listing Rule 7.5

The following information is provided in relation to the issue of Shares under Placement Tranche 1 in accordance with Listing Rule 7.5:

• (a) The number of Shares issued under Listing Rule 7.1 in connection with the Placement was 160,000,000 Shares.

• (b) The price at which Shares were issued under the Placement was the Offer Price of $0.025 per Share.

• (c) Shares issued under the Placement are fully paid and rank equally in all respects with the Company’s other Shares on issue.

• (d) The allottees of the Shares were sophisticated and institutional investors.

• (e) Funds raised from the Placement are being used to:

• (i) support the continued product development and sales & marketing of Adslot Media;

• (ii) support the continued deployment of Symphony to new markets;

• (iii) strengthen the balance sheet; and

• (iv) provide additional working capital.

• (f) A voting exclusion statement in relation to Resolution 3 is included in the Notice.

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Directors’ recommendation and undirected proxies

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

The Chair intends to vote undirected proxies in favour of Resolution 3.

APPROVAL OF 10% PLACEMENT FACILITY (Resolution 4)

The Company raised funds in the 2019 financial year to provide additional working capital for product development and sales resourcing, as well as to support the deployment of its products to new markets.

To further grow the business and achieve its strategic aims, the Company may also seek to issue further capital to (among other things):

• secure further strategic investment from suitable investors; and/or

• issue Shares to vendors for the purposes of an acquisition.

The capital available under the 10% Placement Facility could be used to pursue such opportunities, and also provides the Company with more flexibility to raise further working capital. In particular, the ability of the Company to issue Shares under the 10% Placement Facility will enable the Company to issue Shares in circumstances where it might otherwise be subject to the cost, delay and uncertainty of having to go back to the Shareholders for approval. The additional flexibility and speed to conduct capital raising will better position the Company to pursue its interests in the prevailing market conditions.

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

Description of Listing rule 7.1A

Listing Rule 7.1A enables eligible entities to seek approval of Shareholders by special resolution to have the capacity to issue Equity Securities (as defined below) equal to up to 10% of their issued share capital through placements over 12 months after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

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

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

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

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

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue two classes of Equity Securities, Shares and options, but can only issue Shares under Listing Rule 7.1A.

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

(A x D) – E

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

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

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

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

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

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

D is 10%

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

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

At the date of this Notice, the Company has on issue 1,588,006,269 Shares and has a capacity to issue:

• (a) subject to the Shareholder approval being sought under Resolution 3, 238,200,940 Equity Securities under Listing Rule 7.1; and

• (b) subject to the Shareholder approval being sought under Resolution 4, 158,800,627 Equity Securities under Listing Rule 7.1A.

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

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The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average market price (as defined in the Listing Rules) of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

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

• (b) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued,

( Minimum Issue Price ).

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

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

• (b) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX,

( 10% Placement Period ).

The effect of Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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

Listing Rule 7.3A

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

• (a) the Equity Securities will be issued at an issue price of not less than the Minimum Issue Price.

• (b) if Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting on 22 November 2019; and

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

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

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

The table also shows:

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

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

The table has been prepared on the following assumptions:

Variable “A” in ASX Listing Rule 7.1A.2			Dilution
		$0.0130	$0.0260	$0.0520
		50% decrease in assumed Issue Price	Assumed Issue Price	100% increase in assumed Issue Price
Current variable “A” 1,588,006,269	10% voting dilution	158,800,627 Shares	158,800,627 Shares	158,800,627 Shares
	Funds raised	$2,064,408	$4,128,816	$8,257,633
50% increase in current variable “A” 2,382,009,404	10% voting dilution	238,200,940 Shares	238,200,940 Shares	238,200,940 Shares
	Funds raised	$3,096,612	$6,193,224	$12,386,449
100% increase in current variable “A” 3,176,012,538	10% voting dilution	317,601,254 Shares	317,601,254 Shares	317,601,254 Shares
	Funds raised	$4,128,816	$8,257,633	$16,515,265

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

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

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

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

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

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• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vii) At the date of this Notice, there are currently 1,588,006,269 Shares on issue.

• (viii) The issue price is $0.026, being the closing price of the Shares on 11 October 2019.

• (c) the Company will only issue and allot the Equity Securities during the 10% Placement Period.

• (d) the Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards acquisitions of new businesses or investments (including expenses associated with such acquisition), expanding or accelerating the Company’s businesses and general working capital.

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

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which Shareholders can participate;

• (ii) the effect of the issue of the Shares on the control of the Company;

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

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

• (f) the allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company. Further, if the Company is successful in acquiring a new businesses or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new businesses or investments;

• (g) the Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 November 2018 ( Previous Approval );

• (h) the Company has not issued any Equity Securities pursuant to the Previous Approval;

• (i) during the 12 month period preceding the date of the Meeting, being on and from 22 November 2018, the Company has otherwise issued a total of 177,700,000 Equity Securities of which 160,000,000 are Shares and 17,700,000 are unlisted options which together represent approximately 12.01% of the total diluted number of Equity Securities on issue in the Company on 22 November 2018, which was 1,479,431,269. Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Annexure A;

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

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Directors’ recommendation and undirected proxies

Recommendation – The Board recommends that Shareholders vote in favour of Resolution 4.

The Chair intends to vote all undirected proxies in favour of Resolution 4.

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HOW TO VOTE

To vote on the Resolutions, Shareholders will need to follow these steps:

EITHER: Complete the Form of Proxy and return it by facsimile or mail ( to be received no later than 11.00am AEDT on 20 November 2019 ) to the following office or facsimile number:

Computershare Investor Services Pty Limited:

Online at: www.investorvote.com.au By Mail: GPO Box 242, Melbourne VIC 3001 By delivery: Yarra Falls, 452 Johnston Street, Abbotsford, Victoria By facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia

OR

Attend the Meeting.

Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

QUERIES

If you have any queries about the Meeting, the financial statements to be put to the Meeting or the Resolutions being considered, please contact the Company Secretary, Ms Felicity Conlan, on +61 (0)2 9690 3904.

Dated: 11 October 2019

By Order of the Board Felicity Conlan Company Secretary

17

GLOSSARY

In this Explanatory Statement the following terms have the following meanings unless the context otherwise requires:

AEDT	Australian Eastern Standard Time (or Daylight Time, as the case may be).
AGM	an annual general meeting of the Company.
Annual Report	means the Directors' Report, the Financial Report and Auditor's Report
	in respect to the financial year ended 30 June 2019.
ASX	ASX Limited.
Auditor’s Report	means the auditor’s report on the Financial Report
Board	the board of Directors of the Company.
Chair	Chairperson of the Meeting.
Chairman	Chairman of the Company.
CompanyorAdslot	Adslot Ltd ACN 001 287 510.
Corporations Act	Corporations Act 2001 (Cth).
Director	a director of the Company.
Director’s Report	means the annual directors report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Equity Securities	has the meaning given in Chapter 19 of the Listing Rules.
Explanatory Statement	the Explanatory Statement accompanying and forming part of the
	Notice.
Financial Report	means the annual financial report prepared under Chapter 2M of the
	Corporations Act for the Company and its controlled entities.
Listing Rules	the Official Listing Rules of ASX.
MeetingorAnnual	the annual general meeting of Shareholders (convened by the Notice)
General Meeting	to be held on 22 November 2019 at 11.00am (AEDT).
Notice	the Notice of Meeting and the accompanying Explanatory Statement.
Proxy Form	means the proxy form attached to the Notice.
Remuneration Report	means the remuneration report of the Company contained in the
	Directors' Report.
Resolution	a resolution set out in the Notice.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a holder of at least one Share.
Trading Days	has the meaning given in Chapter 19 of the Listing Rules.

	Non-cash consideration, being part consideration of employees’ remuneration Value: $140,247	Cash - $4,000,000 The placement was undertaken to: • support the continued product development and sales & marketing of Adslot Media; • support the continued deployment of Symphony to new markets; • strengthen the Company’s balance sheet; and • provide additional working capital.
Form of consideration and: - if cash, the amount spent and the proposed use of remaining funds - if non-cash, the non-cash consideration paid and its current value
Issue price and discount to Market Price (if applicable)	Nil	$0.025 At parity with the $0.025 closing price on 6 May 2019 (the last day of trading prior to the trading halt in connection with the placement).
Recipients	Employees	Sophisticated and Intuitional investors in a share placement announced to the ASX on Thursday, 9 May 2019
Class and summary of terms	Unlisted options which vest in two equal tranches of 2,900,000 options at the end of each 12 month period from the date of initial issue. The options will be exerciseable at$0.060 up to 30 January 2023.	Fully paid Ordinary Shares
Quantity	5,800,000	160,000,000
Date of issue	31 Jan 2019	16 May 2019

	Non-cash consideration, being part consideration of employees’ remuneration Value: $127,621
Form of consideration and: - if cash, the amount spent and the proposed use of remaining funds - if non-cash, the non-cash consideration paid and its current value
Issue price and discount to Market Price (if applicable)	Nil
Recipients	Employees
Class and summary of terms	Unlisted options which vest in three equal tranches of 3,967,000 options at the end of each 12 month period from the date of initial issue. The options will be exerciseable at $0.041 up to 2 September 2023.
Quantity	11,900,000
Date of issue	3 Sep 2019

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