DATAWORKS GROUP LIMITED — AGM Information 2021

Jun 29, 2021

30 June 2021

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Extraordinary General Meeting of Shareholders

IXUP Limited (ASX: IXU ) (“ IXUP ” or the “ Company ”) provides notice for an Extraordinary General Meeting of IXU Shareholders to be held on 30 July 2021.

Please find attached:

• Notice of Extraordinary General Meeting; and

• Sample Proxy form.

This announcement has been approved for release by the Board of IXUP.

-ENDS-

For enquiries regarding this release please contact:

IXUP Investor relations Marcus Gracey Julia Maguire CEO – IXUP Limited Executive Director – The Capital Network contact@ixup.com julia@thecapitalnetwork.com.au +61 02 8999 3699

About IXUP

IXUP Limited (ASX:IXU) (pronounced ‘eyes up’) is a pioneering technology company that has developed world class software facilitating the secure sharing and analysis of sensitive information using advanced encryption technology. The Company’s Secure Data Engine is the missing ‘key’ to organisations ‘unlocking’ their information assets previously unable to be shared or commercialised due to concerns around privacy, cyber security, and compliance considerations. IXUP’s Secure Data Engine is being commercialised at a crucial junction when the need to share and drive revenue from sensitive data and dormant data assets is becoming more important yet more difficult to achieve.

To learn more, please visit: www.ixup.com. IXUP’s registered address is Level 3, 5-7 Ross Street, Parramatta NSW 2150.

IXUP Limited

ACN 612 182 368

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held at the offices of Automic Group, Deutsche Bank Building, Level 5, 126 Phillip Street, Sydney, New South Wales on Friday 30 July 2021 at 9.30am (AEST).

This Notice of Meeting and accompanying Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 2 8072 1400.

The ASX takes no responsibility for the contents of this Notice.

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IXUP LIMITED

ACN 612 182 368

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of IXUP Limited ( Company ) will be held at the offices of Automic Group, Deutsche Bank Building, Level 5, 126 Phillip Street, Sydney, New South Wales on Friday 30 July 2021 at 9.30am (AEST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday 28 July 2021 at 5.00pm (AEST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 8.

AGENDA

1. RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

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

“That, for the purpose of Listing Rule 11.1.2 and for all other purposes, Shareholder approval is given for the Company to make a significant change in the scale of its activities as a result of the proposed acquisition of all of the issued shares in DataPOWA Limited on the terms set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the Vendors set out in Item 2 of Schedule 1 or their associates, and any other person who will obtain a material benefit as a result of the Acquisition (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of that person or those persons.

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

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

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

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

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

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

2. RESOLUTION 2 – ISSUE OF SHARES – ACQUISITION CONSIDERATION

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

“That, subject to and conditional upon the passing of Resolution 1, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue a total of 47,872,340 new fully paid ordinary Shares to the Acquisition vendors, in the proportions and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

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

• (a) any Vendor; or

• (b) an associate of any Vendor,

and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of that or those persons.

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

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

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

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

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

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

3. RESOLUTION 3 – ISSUE OF SHARES – DEFERRED CONSIDERATION

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

“That, subject to and conditional upon the passing of Resolution 1, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholder approval is given for the Company to issue up to 59,946,808 new fully paid ordinary Shares to the Acquisition vendors, in the proportions and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

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

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• (a) any Vendor; or

• (b) an associate of any Vendor,

and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of that or those persons.

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

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

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

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

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

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

4. RESOLUTION 4 – ADOPTION OF AMENDED EMPLOYEE INCENTIVE PLAN

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

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholder approval is given for the adoption of the amended IXUP Limited Employee Incentive Plan and for the issue of Equity Securities under that plan (as amended), on the terms and conditions set out in the Explanatory Memorandum”.

Voting Exclusion

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

• (a) a person who is eligible to participate in the employee incentive scheme; or

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

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

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

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

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

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

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

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

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution;

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) 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 Key Management Personnel, or if the Company is part of a consolidated entity, for the entity.

Dated 23 June 2021

BY ORDER OF THE BOARD

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David Franks Joint Company Secretary

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IXUP LIMITED

ACN 612 182 368

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of Automic Group, Deutsche Bank Building, Level 5, 126 Phillip Street, Sydney, New South Wales on Friday 30 July 2021 at 9.30am (AEST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

2. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on each Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging the Proxy Form.

3. PROPOSED ACQUISITION OF DATAPOWA LIMITED

3.1 Summary of Acquisition

As announced on 19 May 2021, the Company has entered into a Share Purchase Agreement ( SPA ) with the Vendors to acquire 100% of the issued shares in DataPOWA ( Acquisition ). A list of the Vendors is set out in Item 2 of Schedule 1. None of the Vendors are a related party of the Company.

A comprehensive summary of the material terms and conditions of the Acquisition is set out in Item 1 of Schedule 1.

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3.2 Information about DataPOWA

DataPOWA is a technology company incorporated and based in the United Kingdom, which has developed a proprietary artificial intelligence-driven data analytics platform that provides measurement tools to sporting leagues, teams, rights holders and other stakeholders (including digital sports gaming and wagering organisations). Through its core offering, the “POWA Index”, DataPOWA can provide reports which enable customers to determine the comparative value of sponsorship arrangements within 48 hours, as opposed to the 4-6 weeks taken by traditional (non-digital/AIpowered) methods. DataPOWA’s technology platform:

• automatically analyses 2.4 trillion data points per day;

• tracks 2,800 teams, leagues and events from 48 different sports (including eSports);

• operates from an accumulated database of 250,000 sponsorship deals; and

• is a platform-agnostic solution, suitable for desktop, smartphone or platform views.

3.3 Acquisition consideration

Upfront Consideration

The consideration payable to the Vendors by the Company on completion of the Acquisition ( Completion ) is as follows:

• a total aggregate cash payment of $3,250,000 ( Cash Consideration ); and

• the issue of a total of 47,872,340 Shares, being shares to the value of $4,500,000 based on a deemed issue price of $0.094 per Share ( Consideration Shares), which are subject to 12-month voluntary escrow arrangements as set out in Item 1 of Schedule 1,

( Upfront Consideration ).

Deferred Consideration

In addition to the Upfront Consideration, the Vendors will, depending on the financial performance of DataPOWA’s business following Completion, be entitled to receive (in aggregate) up to $4,250,000 worth of additional shares ( Deferred Consideration Shares ) as follows:

• (a) If the DataPOWA business achieves revenue of £549,000 ( First Revenue Target ) within the 12month period between 1 July 2021 and 30 June 2022, the Company will issue to the Vendors (in aggregate) 19,946,808 Shares, being Shares to the value of $1,875,000, based on a deemed issue price of $0.094 per Share which has been agreed in the SPA ( Tranche 1 Deferred Consideration Shares ).

To the extent that:

• (i) the DataPOWA business has not achieved the First Revenue Target as at 30 June 2022, the quantity of Tranche 1 Deferred Consideration Shares to be issued by the Company to the Vendors will be reduced pro-rata to reflect the amount of revenue actually achieved by the DataPOWA business during the 12-month period between 1 July 2021 and 30 June 2022; and

• (ii) any Tranche 1 Deferred Consideration Shares are issued prior to the first anniversary of Completion, they will be subject to voluntary escrow until that date.

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• (b) If the DataPOWA business achieves revenue of £2,000,000 ( Second Revenue Target ) within the 12-month period between 1 July 2022 and 30 June 2023, IXUP will issue to the Vendors (in aggregate):

• (i) $1,875,000 worth of Shares; and

• (ii) a further $500,000 worth of Shares as a bonus for having achieved the Second Revenue Target ( Second Revenue Target Bonus ),

in each case at a deemed price per Share equal to the VWAP during the 15 ASX trading days immediately prior to the Relevant Date as defined in Section 3.3(f) below ( Tranche 2 Deferred Consideration Shares ).

To the extent the DataPOWA business has not achieved the Second Revenue Target as at 30 June 2023:

• (iii) the Second Revenue Target Bonus will not be payable; and

• (iv) the quantity of Tranche 2 Deferred Consideration Shares to be issued by the Company to the Vendors under paragraph (b)(i) above will be reduced pro-rata to reflect the amount of revenue actually achieved by the DataPOWA business during the 12-month period between 1 July 2022 and 30 June 2023.

• (c) The financial performance of the DataPOWA business, for the purposes of determining the achievement of the First Revenue Target and Second Revenue Target (as applicable), will be determined in accordance with the following principles:

• (i) the purpose and intention of the Deferred Consideration Shares is to reward the Vendors to the extent the DataPOWA business achieves revenue figures which broadly reflect the Company’s expectations as set out in the financial model for the DataPOWA business;

• (ii) actual revenue achieved by the DataPOWA business will:

  • (A) be determined by the Company’s external auditors in conjunction with the preparation of relevant audited financial statements for the Company and its subsidiaries in connection with the relevant accounting period ending on the applicable Relevant Date (as defined in Section 3.3(f) below);

  • (B) exclude one-off or extraordinary revenue items, as well as revenue received in the form of government grants, allowances, rebates or other hand-outs; and

  • (C) when incorporated into the relevant audited financial statements referred to in Section 3.3(c)(ii)(A) above, be converted from GBP to AUD in accordance with applicable accounting standards;

• (iii) relevant accounting principles will be applied on a “like for like” basis as regards the performance of the DataPOWA business in the periods prior to and subsequent to the date of Completion; and

• (iv) the Company will, in preparing applicable management accounts, be entitled to include reasonable adjustments for abnormal items which might otherwise affect (whether positively or negatively) the revenue figures recorded in relation to the DataPOWA business in a way that would otherwise be inconsistent with the purpose and intention stated in Section 3.3(c)(i) above.

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• (d) Subject to Section 3.3(e) below, the Company will issue each instalment of Deferred Consideration Shares no later than 7 days after the Company releases to ASX its audited financial statements for the period ending on the Relevant Date in question ( Release Date ), being no later than:

• (i) 7 October 2022 in respect of the Tranche 1 Deferred Consideration Shares; and

• (ii) 7 October 2023 in respect of the Tranche 2 Deferred Consideration Shares.

• (e) The maximum number of Tranche 2 Deferred Consideration Shares which the Company will be liable to issue to the Vendors is capped under the SPA at 40,000,000 (with the parties agreeing that, if and to the extent the Vendors become entitled to an amount of deferred consideration in connection with the Second Revenue Target which exceeds the total value of those 40,000,000 Shares (as calculated in accordance with Section 3.3(b) above), then the Company will pay the relevant shortfall amount to the Vendors in cash).

• (f) For the purposes of this Section, the Relevant Date means:

• (i) as regards the First Revenue Target, 30 June 2022; and

• (ii) as regards the Second Revenue Target, 30 June 2023.

In total, the maximum number of Deferred Consideration Shares which can be issued in connection with the Acquisition is 59,946,808 (being a maximum of 19,946,808 Tranche 1 Deferred Consideration Shares and a maximum of 40,000,000 Tranche 2 Deferred Consideration Shares).

None of the Vendors, whether individually and/or together with their respective associates, will control more than 19.9% of the Shares in the Company upon Completion or as a result of any future issue of Deferred Consideration Shares. As set out in Section 3.1 above, none of the Vendors are a related party of the Company.

3.4 Technical information required by Listing Rule 14.1A

If Shareholder approval is given for the proposed Acquisition, the Company will be able to proceed with the proposed Acquisition (provided the other relevant conditions precedent contemplated in the SPA have been satisfied or waived).

If Shareholder approval is not given for the proposed Acquisition, the Company will not be able to proceed with the proposed Acquisition and (as set out in Section 3.5 below) will be required to investigate other alternatives to enable it to expand into the digital sports gaming and wagering markets.

3.5 Plans for the Company if the Acquisition is not completed

If Shareholders do not approve the Acquisition, or if the Company otherwise does not complete the Acquisition (for example, due to non-satisfaction of any of the other relevant SPA conditions precedent detailed in Item 1 of Schedule 1), the Company will be required to investigate other alternatives to enable it to expand into the digital sports gaming and wagering markets. This may include exploring other collaborative arrangements with DataPOWA and/or with other third parties, or potentially other acquisition opportunities. The Directors consider these alternatives would likely cause the Company to incur additional delays and expenditure in seeking to achieve its objectives (and for that reason consider the Acquisition to be in the best interests of the Company).

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3.6 Board recommendation

It is the view of the Directors that the Acquisition will provide the Company with a significant opportunity to unlock multiple synergies for the enlarged Company group. The timing of the Acquisition is also strategically important, as it enables the Company to acquire DataPOWA at an early stage of its revenue cycle and at a time when roll-out of the parties’ jointly developed “POWA Index 2.0” product has just commenced to customers (meaning that, through the Acquisition, the Company will be able both to control the future direction of the DataPOWA business and to gain access to 100% of the revenue streams generated by it). Accordingly, the Directors consider the Acquisition is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolutions 1 and 2.

The passing of Resolutions 2 and 3 are dependent on the passing of Resolution 1, meaning that if Resolution 1 is not approved at the Meeting, then Resolutions 2 and 3 will not be put to Shareholders and the Acquisition and other matters contemplated by Resolutions 1, 2 and 3 will not be completed.

4. RESOLUTION 1 – CHANGE TO SCALE OF ACTIVITIES

4.1 General

The Acquisition will have a significant impact on the scale of activities undertaken by the Company for the purposes of the ASX Listing Rules. Accordingly, Resolution 1 seeks Shareholder approval of the Acquisition for the purposes of Listing Rule 11.1.2.

A detailed description of the Acquisition is set out in Section 3 above and the material terms of the SPA through which the Acquisition will be effected are set out in Item 1 of Schedule 1.

4.2 Listing Rule 11.1.2

Listing Rule 11.1.2 empowers ASX to require a listed company to obtain the approval of its shareholders for a significant change to the nature or scale of its activities. The Acquisition will involve a significant change to the nature or scale of the Company’s activities for these purposes and, as is its usual practice, ASX has imposed a requirement under Listing Rule 11.1.2 that the Company obtain shareholder approval of the Acquisition.

Resolution 1 seeks the required shareholder approval of the Acquisition under and for the purposes of Listing Rule 11.1.2.

4.3 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the proposed Acquisition (provided the other relevant conditions precedent contemplated in the SPA have been satisfied or waived).

If Resolution 1 is not passed, the Company will not be able to proceed with the proposed Acquisition and the Company will be required to investigate other alternatives to enable it to expand into the digital sports gaming and wagering markets. Further information is provided in Section 3.5 above.

4.4 Information required for the purposes of Listing Rule 11.1.2

Pursuant to Listing Rule 11.1.2 and section 7.2 of ASX Guidance Note 12, the following information is provided to inform Shareholders about the Proposed Transaction:

(a) Parties to and material terms of the proposed Acquisition

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The parties to the Acquisition are the Company, DataPOWA and the Vendors. A full list of the Vendors is set out in Item 2 of Schedule 1.

A detailed summary of the key terms of the Acquisition is included in Item 1 of Schedule 1.

(b) Financial effect of the proposed Acquisition

The Company anticipates the Acquisition will have the following effect on the Company’s financial position, revenue and expenditure and capital structure. This is based on the Company’s audit reviewed accounts for the period ended 31 December 2020, as lodged by the Company with ASX on 24 February 2021, as well as DataPOWA’s most recent available financial information (which reflects the position as at 30 September 2020).

Should the Acquisition be successfully concluded, the Company currently anticipates that it will spend approximately $3.35M[1] over the subsequent 12-month period to rapidly accelerate the growth and expansion of DataPOWA’s business.

Metric	Before		Increase/decrease	After	Percentage change
Consolidated total assets	$9,445,925		Total consideration $9,149,933 Upfront Consideration only $4,899,933	$18,595,858 $14,345,858	96.87% 51.87%
Consolidated total equity	$8,919,282		Total consideration $8,750,000 Upfront Consideration only $4,500,000	$17,669,282 $13,419,282	98.10% 50.45%
Consolidated annual revenue	$1,250,712		$39,431	$1,290,143	3.15%
Consolidated EBITDA	$(3,707,379)		$(291,066)	$(3,998,445)	7.85%
Consolidated annual (loss)/profit before tax	$(3,774,992)		$(291,066)	$(4,066,058)	7.71%
Consolidated total issued share capital (undiluted)	703,955,701 shares		Total consideration 93,085,1062 Upfront Consideration only 47,872,340	797,040,8072 751,828,041	13.29% 6.84%
Consolidated total issued share capital (fully diluted)	960,199,963 shares		Total consideration 93,085,1062 Upfront Consideration only 47,872,340	1,053,285,069 2 1,008,072,303	9.69% 4.99%

1 Reflects SPA position that the Company will provide £1.84M in working capital (based on an AUD:GBP exchange rate of 1:0.55) to support the DataPOWA business during that period – see Item 1 of Schedule 1 for more details.

2 Assumes that the maximum value of Deferred Consideration Shares is issued and that all such shares are issued at $0.094 each.

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(c) Proposed changes to the Company’s business model

The Company does not consider that completion of the Acquisition will result in any change to the Company’s business model. The Acquisition is consistent with the Company’s existing focus and business model to develop and commercialise its data analytics technology platform.

(d) Payment for Acquisition

The Company intends to meet its obligations to pay the consideration for the Acquisition as follows:

• (i) The Company will utilise its existing cash reserves to pay the Cash Consideration.

• (ii) The Company intends to issue the Consideration Shares with Shareholder approval under Resolution 2. If Shareholders do not approve Resolution 2, the Company will instead issue the Consideration Shares under its existing Listing Rule 7.1 capacity.

• (iii) The Company intends to issue the Deferred Consideration Shares with Shareholder approval under Resolution 3. If Shareholders do not approve Resolution 3, the Company will instead issue the Deferred Consideration Shares under its existing Listing Rule 7.1 capacity. In certain circumstances, as summarised in Section 3.3(e), the Company may be required to pay cash to the Vendors to the extent it is unable to issue Shares to them. In such circumstances, the Company would expect to use its existing cash reserves to satisfy that payment obligation.

(e) Proposed changes to the Board and management of the Company

The Vendors have no rights under the SPA to appoint any person to the Company’s Board or management team and it is not proposed that any changes to the Board or management team of the Company will be made at Completion.

(f) Timetable of the Proposed Transaction

Set out below is the expected timetable for completion of the proposed Acquisition:

Event	Date
Shareholders approve Resolutions 1 and 2 at the General Meeting	30 July 2021
Completion of the Acquisition	2 August 2021
Issue of Consideration Shares	2 August 2021

(g) ASX Statement

The ASX takes no responsibility for the contents of this Notice.

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5. RESOLUTION 2 – ISSUE OF SHARES – ACQUISITION CONSIDERATION

5.1 General

Resolution 2 seeks Shareholder approval to allow the Company to issue a total of 47,872,340 Consideration Shares to the Vendors as part consideration for the Acquisition. As summarised in Section 3.3 above, those Shares comprise the share-based component of the Upfront Consideration.

Resolution 2 is conditional upon Shareholders approving Resolution 1. If Resolution 1 is not approved by Shareholders, the Acquisition will not be implemented and the Consideration Shares the subject of Resolution 2 will not be issued.

5.2 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its Shareholders over any 12-month period to 15% of the fully paid shares it had on issue at the start of that period.

The proposed issue of Consideration Shares does not fit within any of the relevant exceptions. While the issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issue under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

To this end, Resolution 2 seeks Shareholder approval to the issue under and for the purposes of Listing Rule 7.1.

5.3 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the issue of the Consideration Shares can proceed without using up any of the Company’s 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

If Resolution 2 is not passed, the issue of the Consideration Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 during the 12 month period following the date of issue of the Consideration Shares.

5.4 Technical information required by Listing Rule 7.1

The following information is provided to Shareholders for the purposes of Listing Rule 7.3 in relation to Resolution 2:

• (a) the number of Consideration Shares to be issued is 47,872,340. The Consideration Shares will be allotted and issued to the Vendors (as listed in Item 2 of Schedule 1), in the proportions set out in Item 2 of Schedule 1. Mr Ian Penrose, a Vendor, has recently been engaged by the Company as an independent consultant (and is accordingly an adviser to the Company). None of the other Vendors are a related party of the Company, a member of its Key Management Personnel, a substantial holder in the Company, an adviser to the Company or an associate of any such person;

• (b) the Consideration Shares will be issued no later than 3 months after the date of Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules),

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and it is intended that issue of the Consideration Shares will occur on one date (being the date of Completion);

• (c) the Consideration Shares will be issued for nil cash consideration as they are being issued as part consideration for the Acquisition. Accordingly, no funds will be raised by the issue of the Consideration Shares. However, the Consideration Shares have an implied value of $4,500,000 based on the deemed issue price of $0.094 per Consideration Share agreed under the SPA;

• (d) the Consideration Shares will be fully paid ordinary shares that rank equally in all respects with the Company’s existing Shares;

• (e) a summary of the material terms of the SPA is set out in Item 1 of Schedule 1;

• (f) the Deferred Consideration Shares are not being issued under, or to fund, a reverse takeover; and

• (g) a voting exclusion statement is included in the Notice.

6. RESOLUTION 3 – ISSUE OF SHARES – DEFERRED CONSIDERATION

6.1 General

Resolution 3 seeks approval for the issue of up to 59,946,808 Deferred Consideration Shares as set out in Section 3.3 above.

As at the date of this Meeting, the precise number of Deferred Consideration Shares which may be issued is unknown, because:

• (a) under the SPA, the deemed issue price of any Tranche 2 Deferred Consideration Shares to be issued will be determined based on IXUP’s VWAP for the 15 ASX trading days immediately prior to the Relevant Date; and

• (b) the number of Tranche 1 Deferred Consideration Shares or Tranche 2 Deferred Consideration Shares to be issued will in each case be dependent on DataPOWA’s future business performance.

6.2 Example scenarios

In order to assist Shareholders, the Company has prepared the below tables to demonstrate:

• (a) the number of Tranche 1 Deferred Consideration Shares which may be issued in connection with the First Revenue Target; and

• (b) the number of Tranche 2 Deferred Consideration Shares which may be issued in connection with the Second Revenue Target.

Tranche 1 Deferred Consideration Shares

Set out below is a table which shows the number of Tranche 1 Deferred Consideration Shares which will be issued if:

• (a) the First Revenue Target is met and 100% of the Tranche 1 Deferred Consideration Shares are issued;

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• (b) the First Revenue Target is not met and, as a result of the pro-rata reduction set out in Section 3.3 above, 75% of the Tranche 1 Deferred Consideration Shares are issued; and

• (c) the First Revenue Target is not met and, as a result of the pro-rata reduction set out in Section 3.3 above, 50% of the Tranche 1 Deferred Consideration Shares are issued.

% of Tranche 1 Deferred Consideration Shares issued	Number of Tranche 1 Deferred Consideration Shares issued
100%	19,946,808
75%	14,960,106
50%	9,973,404

Tranche 2 Deferred Consideration Shares

Set out below is a table which shows the number of Tranche 2 Deferred Consideration Shares which will be issued if:

• (a) the Second Revenue Target is met and 100% of the Tranche 2 Deferred Consideration Shares (including in relation to the Second Revenue Target Bonus) are issued;

• (b) the Second Revenue Target is not met and, as a result of the pro-rata reduction set out in Section 3.3 above, 75% of the Tranche 2 Deferred Consideration Shares are issued (noting the Second Revenue Target Bonus would not be issued in this scenario); and

• (c) the Second Revenue Target is not met and, as a result of the pro-rata reduction set out in Section 3.3 above, 50% of the Tranche 2 Deferred Consideration Shares are issued (noting the Second Revenue Target Bonus would not be issued in this scenario).

Each table also shows three examples, where the VWAP for the 15 ASX trading days immediately prior to the Relevant Date is $0.09, $0.18 (being the Share price as at 21 June 2021) and $0.36.

VWAP($)	Tranche 2 Deferred Consideration Shares	Tranche 2 Deferred Consideration Shares
	100% issued1	75% issued2	50% issued2
0.09	26,388,888	15,625,000	10,416,666
0.18	13,194,444	7,812,500	5,208,333
0.36	6,597,222	3,906,250	2,604,166

Notes:

1. Includes Tranche 2 Deferred Consideration Shares issued in connection with the Second Revenue Target Bonus.

2. Under this scenario, the Second Revenue Target Bonus would not be payable.

As set out in Section 3.3 above, the maximum number of Deferred Consideration Shares which can be issued in connection with the Acquisition is 59,946,808 (being a maximum of 19,946,808 Tranche 1 Deferred Consideration Shares and a maximum of 40,000,000 Tranche 2 Deferred Consideration Shares).

6.3 Waiver

The issue of the Tranche 1 Deferred Consideration Shares and the Tranche 2 Deferred Consideration Shares will in each case not occur until after the Release Date for that tranche, which in each case will be later than 3 months after the date of the Meeting. Accordingly, the Company has applied for and

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been granted a waiver by ASX from Listing Rule 7.3.4 to issue the Deferred Consideration Shares on or before 7 October 2023 ( Waiver ). ASX has granted the Waiver on the following conditions:

1. The Deferred Consideration Shares are to be issued immediately upon satisfaction of each applicable milestone (determined as set out in Section 3.3 above), and in any event no later than 7 October 2023.

2. The milestones for the Deferred Consideration Shares are not varied.

3. The maximum number of Deferred Consideration Shares to be issued is capped at 59,946,808 Shares.

4. Adequate details regarding the dilutionary effect on the Company’s capital structure is included in this Notice.

5. For any annual reporting period during which any of the Deferred Consideration Shares have been issued or any of them remain to be issued, the Company’s annual report sets out the number of Deferred Consideration Shares issued in that annual reporting period, the number of Deferred Consideration Shares that remain to be issued and the basis on which the Deferred Consideration Shares may be issued.

6. In any half year or quarterly report for a period during which any of the Deferred Consideration Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Deferred Consideration Shares issued during the reporting period, the number of Deferred Consideration Shares that remain to be issued and the basis on which the Deferred Consideration Shares may be issued.

7. This Notice contains the full terms and conditions of the Deferred Consideration Shares as well as the conditions of the Waiver.

6.4 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 5.2 above.

The proposed issues of the Deferred Consideration Shares do not fit within any of the exceptions in Listing Rule 7.2.

Whilst the issues do not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, the Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. To do this, the Company is asking Shareholders to approve the issues of the Deferred Consideration Shares under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

6.5 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the issue of up to 59,946,808 Deferred Consideration Shares can proceed without using up any of the Company’s 15% limit on issuing Equity Securities under Listing Rule 7.1.

If Resolution 3 is not passed, the issue of up to 59,946,808 Deferred Consideration Shares can still proceed but it will reduce, to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for 12 months following the issue of the Deferred Consideration Shares, or until that issue is ratified by Shareholders.

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6.6 Technical information required by Listing Rule 7.1

The following information is provided to Shareholders for the purposes of Listing Rule 7.3 in relation to Resolution 3:

• (a) the maximum number of Deferred Consideration Shares to be issued is 59,946,808. The Deferred Consideration Shares will be allotted and issued to the Vendors (as listed in Item 2 of Schedule 1), in the proportions set out in Item 2 of Schedule 1. Mr Ian Penrose, a Vendor, has recently been engaged by the Company as an independent consultant (and is accordingly an adviser to the Company). None of the other Vendors are a related party of the Company, a member of its Key Management Personnel, a substantial holder in the Company, an adviser to the Company or an associate of any such person;

• (b) in accordance with the Waiver, the Tranche 1 Deferred Consideration Shares and Tranche 2 Deferred Consideration Shares will in each case be issued as soon as possible after the applicable Release Date and in any event by no later than 7 October 2023;

• (c) the Deferred Consideration Shares will be issued for nil cash consideration as they are being issued as part consideration for the Acquisition;

• (d) the deemed issue price per:

• (i) Tranche 1 Deferred Consideration Share will be $0.094; and

• (ii) Tranche 2 Deferred Consideration Share will be equal to the VWAP during the 15 ASX trading days immediately prior to Relevant Date for the Second Revenue Target;

• (e) the Consideration Shares will be fully paid ordinary shares that rank equally in all respects with the Company’s existing Shares;

• (f) a summary of the material terms of the SPA is set out in Item 1 of Schedule 1;

• (g) the Consideration Shares are not being issued under, or to fund, a reverse takeover; and

• (h) a voting exclusion statement is included in the Notice.

7. RESOLUTION 4 – ADOPTION OF AMENDED EMPLOYEE INCENTIVE PLAN

7.1 General

The Company’s current employee incentive plan was most recently approved by Shareholders at the Company’s 2019 Annual General Meeting. A copy of the plan was provided to Shareholders in the notice of meeting for the Company’s 2019 Annual General Meeting on 28 November 2019.

Resolution 4 seeks Shareholder approval for the Company to adopt an amended employee incentive scheme entitled the “Employee Incentive Plan” ( EIP ). The proposed EIP is the same as the Company’s current employee incentive plan, save and except that the definition of participants to whom offers of Equity Securities may be made under the EIP has been expanded to include casual employees, contractors and independent consultants of the Company and its Associated Bodies Corporate (as defined in the EIP).

The objective of the EIP is to attract, motivate and retain key personnel of the Company. The Company considers the adoption of the revised EIP will provide a cost-effective method of incentivising and remunerating those key personnel whilst allowing the Company to spend a greater proportion of its

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cash reserves on its operations than it would if alternative cash forms of remuneration were required to be paid to incentivise and remunerate those personnel.

A summary of the key terms and conditions of the EIP is set out in Schedule 2.

7.2 Listing Rule 7.2 (Exception 13(b))

A Summary of Listing Rule 7.1 is set out in Section 5.2 above.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

7.3 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to issue securities under the EIP to eligible participants over a period of 3 years. The issue of any securities to eligible participants under EIP (up to the maximum number stated in Section 7.4(c) below) will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company will be required to seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the EIP to a Related Party or a person whose relationship with the Company or the Related Party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 4 is not passed, the Company will be able to proceed with the issue of securities under the EIP to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the securities.

7.4 Technical information required by Listing Rule 7.2 (Exception 13(b))

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13(b)), the following information is provided in relation to Resolution 4:

• (a) A summary of the key terms and conditions of the EIP is set out in Schedule 2.

• (b) Since the EIP was last approved by Shareholders on 28 November 2019, no securities have been issued under the EIP.

• (c) The maximum number of Equity Securities proposed to be issued under the EIP following Shareholder approval is 70,395,570 Equity Securities.

• (d) A voting exclusion statement has been included in the Notice of Meeting for the purposes of Resolution 4.

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8. Definitions

In this Notice, Explanatory Memorandum and Proxy Form:

$ or AUD means Australian Dollars (unless otherwise specified).

Acquisition has the meaning given in Section 3.1.

AEST means Eastern Standard Time, being the time in Sydney, New South Wales.

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

Board means the board of Directors of the Company.

Cash Consideration has the meaning given in Section 3.3.

Chair means the person appointed to chair the Meeting or any part of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member's spouse;

• (c) a dependent of the member or the member's spouse;

• (d) anyone else who is one of the member's family and may be expected to influence the member or be influenced by the member, in the member's dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means IXUP Limited (ACN 612 182 368).

Completion has the meaning given in Section 3.3.

Consideration Shares has the meaning given in Section 3.3.

Corporations Act means the Corporations Act 2001 (Cth).

DataPOWA means DataPOWA Limited (UK company number 10392922).

Deferred Consideration Shares has the meaning given in Section 3.3.

Director means a director of the Company.

EIP has the meaning given in Section 7.1.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum attached to this Notice.

First Revenue Target has the meaning given in Section 3.3(a).

GBP means Great British Pounds.

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Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Listing Rules means the listing rules of ASX.

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

Notice or Notice of Meeting means this notice of Extraordinary General Meeting and includes the Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Related Party has the meaning given in section 228 of the Corporations Act.

Release Date has the meaning given in Section 3.3 Error! Reference source not found. .

Relevant Date has the meaning given in Section 3.3(f).

Resolution means a resolution contained in this Notice.

Second Revenue Target has the meaning given in Section 3.3(b).

Second Revenue Target Bonus has the meaning given in Section 3.3(b)(ii).

Section means a section contained in this Explanatory Memorandum.

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

Schedule means a schedule to this Notice.

Shareholder means a shareholder of the Company.

SPA means the Share Purchase Agreement for the Acquisition, the material terms of which are set out in Item 1 of Schedule 1.

Tranche 1 Deferred Consideration Shares has the meaning given in Section 3.3(a).

Tranche 2 Deferred Consideration Shares has the meaning given in Section 3.3(b).

Upfront Consideration has the meaning given in Section 3.3.

Vendors means the Acquisition vendors, as set out in Item 2 of Schedule 1.

VWAP means the volume weighted average price at which Shares are traded on ASX.

Waiver has the meaning given in Section 6.3.

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SCHEDULE 1 – MATERIAL TERMS OF ACQUISITION

Item 1:

Material Terms of SPA

The material terms of the SPA are set out below.

Key Acquisition Terms		The Company will acquire from the Vendors 100% of the issued shares in DataPOWA, being 18,790,003 fully paid ordinary shares of £0.0001 each in the capital of the Company (DataPOWA Shares) (which includes shares to be issued immediately prior to Completion upon the exercise of 1,040,000 outstanding DataPOWA share warrants and 625,000 outstanding options).
Consideration		The consideration payable to the Vendors comprises the Upfront Consideration and, subject to the future performance of DataPOWA’s business, the Deferred Consideration. Upfront Consideration (a) The total consideration payable to the Vendors at completion of the acquisition is: (i) a total aggregate cash payment of $3,250,000 (Cash Consideration), subject to adjustment as set out in paragraph (b) below; and (ii) the issue of a total of 47,872,340 Shares, being shares to the value of $4,500,000 based on a deemed issue price of $0.094 per Share (Consideration Shares). (b) The exact Cash Consideration to be paid to the Vendors will be calculated by: (i) first, taking a Base Price of $12,000,000 (being the price the Company would be willing to pay to acquire the DataPOWA Shares free from encumbrances and on the basis that DataPOWA is debt-free and cash-free) and deducting $4,250,000 (being the component of the Base Price notionally allocated to the Deferred Consideration as set out below); and (ii) secondly, adjusting the resultant value of $7,750,000 based on the total amount of cash and overall debt position of DataPOWA (including all amounts standing to the credit of DataPOWA as well as any relevant debt-like items) – with the Cash Consideration to be increased to the extent the financial position shows a positive overall amount, or reduced to the extent the financial position shows a negative overall amount. Deferred Consideration Depending on the financial performance of the DataPOWA business followingCompletion,the Vendors will be entitled to receive(in

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aggregate) up to $4,250,000 worth of additional shares ( Deferred Consideration Shares ) as follows:

• (g) If the DataPOWA business achieves revenue of £549,000 ( First Revenue Target ) within the 12-month period between 1 July 2021 and 30 June 2022, the Company will issue to the Vendors (in aggregate) 19,946,808 Shares (being Shares to the value of $1,875,000, based on a deemed issue price of $0.094 per Share which has been agreed in the SPA).

To the extent that:

• (i) the DataPOWA business has not achieved the First Revenue Target as at 30 June 2022, the quantity of Shares to be issued by the Company to the Vendors will be reduced prorata to reflect the amount of revenue actually achieved by the DataPOWA business during the 12-month period between 1 July 2021 and 30 June 2022; and

• (ii) any Shares in relation to the First Revenue Target are issued prior to the first anniversary of Completion, they will be subject to voluntary escrow until that date.

• (h) If the DataPOWA business achieves revenue of £2,000,000 ( Second Revenue Target ) within the 12-month period between 1 July 2022 and 30 June 2023, the Company will issue to the Vendors (in aggregate):

• (i) $1,875,000 worth of Shares; and

• (ii) a further $500,000 worth of Shares as a bonus for having achieved the Second Revenue Target ( Second Revenue Target Bonus ),

in each case at a deemed price per Share equal to the VWAP during the 15 ASX trading days immediately prior to the Relevant Date (as defined in paragraph (m) below).

To the extent the DataPOWA business has not achieved the Second Revenue Target as at 30 June 2023:

• (iii) the Second Revenue Target Bonus will not be payable; and

• (iv) the quantity of Shares to be issued by the Company to the Vendors under paragraph (b)(i) above will be reduced prorata to reflect the amount of revenue actually achieved by the DataPOWA business during the 12-month period between 1 July 2022 and 30 June 2023.

• (i) The financial performance of the DataPOWA business, for the purposes of determining the achievement of the First Revenue Target and Second Revenue Target (as applicable), will be determined in accordance with the following principles:

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• (i) the purpose and intention of the Deferred Consideration Shares is to reward the Vendors to the extent the DataPOWA business achieves revenue figures which broadly reflect the Company’s expectations as set out in the financial model for the DataPOWA business;

• (ii) actual revenue achieved by the DataPOWA business will:

  • (A) be determined by the Company’s external auditors in conjunction with the preparation of relevant audited financial statements for the Company and its subsidiaries in connection with the relevant accounting period ending on the applicable Relevant Date (as defined in paragraph (m) below);

  • (B) exclude one-off or extraordinary revenue items, as well as revenue received in the form of government grants, allowances, rebates or other hand-outs; and

  • (C) when incorporated into the relevant audited financial statements referred to in paragraph (A) above, be converted from GBP to AUD in accordance with applicable accounting standards;

• (iii) relevant accounting principles will be applied on a “like for like” basis as regards the performance of the DataPOWA business in the periods prior to and subsequent to the date of Completion; and

• (iv) the Company will, in preparing applicable management accounts, be entitled to include reasonable adjustments for abnormal items which might otherwise affect (whether positively or negatively) the revenue figures recorded in relation to the DataPOWA business in a way that would otherwise be inconsistent with the purpose and intention stated in paragraph (i) above.

• (j) Subject to paragraph (l) below, the Company will issue each instalment of Deferred Consideration Shares no later than 7 days after the Company releases to ASX its audited financial statements for the period ending on the Relevant Date in question ( Release Date ), being no later than:

• (i) 7 October 2022 in respect of the Tranche 1 Deferred Consideration Shares; and

• (ii) 7 October 2023 in respect of the Tranche 2 Deferred Consideration Shares.

• (k) Notwithstanding the above if, as at an applicable Release Date, Shareholder approval is required in order for the Company to be able to issue any Shares to the Vendors in connection with the First Revenue Target or Second Revenue Target (as the case may be), then:

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	(i) the Company will issue to the Vendors such quantity of Shares as it is capable of issuing without such Shareholder approval, in accordance with the above; (ii) the Company will as soon as practicable after the applicable Release Date convene a general meeting of Shareholders seeking approval to the issue of the residual Shares to which the Vendors have then become entitled (and, pending such approval being obtained, the Company will not be liable to issue those Shares to the Vendors); (iii) if Shareholder approval is obtained at the meeting then the Company will, immediately after obtaining such approval, issue to the Vendors the quantity of Shares whose issue has been approved at that meeting; and (iv) to the extent the Company is unable to obtain the necessary Shareholder approval within 60 days after the applicable Release Date, the Company will satisfy its obligations as regards the relevant instalment of Deferred Consideration by way of an immediate payment to the Vendors of the relevant shortfall amount in cash (in lieu of Shares). (l) In addition, the maximum number of Shares which the Company will be liable to issue to the Vendors in connection with the Second Revenue Target will be 40,000,000 (with the parties agreeing that, if and to the extent the Vendors become entitled to an amount of Deferred Consideration in connection with the Second Revenue Target which exceeds the total value of those 40,000,000 Shares (as calculated in accordance with paragraph (b) above), then the Company will pay the relevant shortfall amount to the Vendors in cash). (m) For the purposes of this section,Relevant Datemeans: (i) as regards the First Revenue Target, 30 June 2022; and (ii) as regards the Second Revenue Target, 30 June 2023.
Escrow	The Consideration Shares will be subject to a 12-month voluntary escrow commencing on the date of Completion and expiring at 5.00pm (Sydney time) on the first anniversary of that date.
Conditions precedent	Completion is subject to and conditional on satisfaction (or waiver, if applicable) of the following (each being aCondition): (a) the Vendors having provided to the Company, and the Company having approved, a plan to reduce the debt attributable to DataPOWA to nil as at Completion; (b) no material adverse condition having occurred or arisen in relation to DataPOWA since the date of execution of the SPA (Execution Date);

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	(c) each of Michael Flynn, Tom Smith and Stephen O’Malley (each a Key Employee) entering into a new employment agreement with the Company or an entity designated by it, which agreement must be: (i) on terms and conditions approved by the Company and acceptable to the Key Employee (acting reasonably); (ii) on terms that are no less favourable overall than the employment arrangements for the Key Employee existing as at the Execution Date; (iii) for an indefinite term; and (iv) subject to and conditional on Completion occurring (and taking effect as at the date of Completion); (d) no changes being made to the capital structure, and/or debt capital structure of DataPOWA (other than in relation to debt repayments, or as occurs in the normal course of its business), without the approval of the Company; and (e) the Company obtaining Shareholder approval for the purposes of Chapter 11 of the ASX Listing Rules to enable it to proceed with the Acquisition (being the approval presently sought by way of Resolution 1). The Conditions in paragraphs (a) to (d) (inclusive) above are for the benefit of the Company and may be waived by the Company.
Timing	Completion will occur on the date which is 1 business day after the last remaining Condition is satisfied (or, if applicable, waived), or such other date as agreed by the parties.
Conduct prior to Completion	The SPA imposes requirements on the part of the Vendors in the period between the Execution Date and the date of Completion to procure that DataPOWA (amongst other things): (a) conducts its business in the ordinary course and in the same manner as it was conducted prior to the Execution Date; (b) takes all steps to preserve and maintain its assets and goodwill; (c) observes its obligations under any contract it is party to, and consults with the Company as to any proposed material alteration to any contract or other arrangement or obligation undertaken by the business; (d) does not issue any shares or other securities, nor any other rights or interests in relation to such shares; and (e) does not incur any liability other than in the ordinary course of business, nor crease any material encumbrance over the business or any of its assets.

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Working Capital

Following Completion, the Company will support the DataPOWA business by providing £1.84m in working capital funding during the 12-month period commencing on the date of Completion (which will be provided incrementally through drawdown requests to correspond with the anticipated needs of the business, consistent with a financial model provided by the Vendors to the Company prior to the Execution Date).

Warranties and indemnities

The Vendors have given certain representations, warranties, undertakings and indemnities in relation to DataPOWA, its business, assets and the DataPOWA Shares, as is customary with these types of arrangements. The Company’s rights to claim for a breach of warranty may be set-off against the Vendors’ right to receive the Deferred Consideration (subject to certain requirements being met).

Item 2: Vendors

Name	Number of DataPOWA Shares held	Relevant Proportion	Number of Consideration Shares to be issued	Number of Deferred Consideration Shares to be issued3
Michael Flynn1	9,448,982	50.29%	24,073,701	30,145,631
Ian Penrose1	1,840,000	9.79%	4,687,871	5,870,231
Amanda Collins	800,018	4.26%	2,038,248	2,552,355
Christopher Bromage & Janine Barnish	800,000	4.26%	2,038,204	2,552,295
Paul Dewinter	666,667	3.55%	1,698,502	2,126,913
Dennis Kessler1	625,000	3.33%	1,592,345	1,993,951
Mark Johnson1	603,334	3.21%	1,537,149	1,924,832
Vanessa Penrose	466,667	2.48%	1,188,956	1,488,839
Thomas Smith2	750,000	3.99%	1,910,820	2,392,777
David Bellamy1	400,000	2.13%	1,019,106	1,276,147
Stephen O’Malley2	539,335	2.87%	1,374,091	1,720,653
George Kostianis	333,334	1.77%	849,254	1,063,456
Mark Hunter	200,000	1.06%	509,550	638,074
Sanil Bose	150,000	0.80%	382,161	478,555

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Name	Number of DataPOWA Shares held	Relevant Proportion	Number of Consideration Shares to be issued	Number of Deferred Consideration Shares to be issued3
Jordan Stewart	133,333	0.71%	339,699	425,383
Carl Robinson	133,333	0.71%	339,699	425,383
Tim Bourne	100,000	0.53%	254,776	319,037
Ewan Paterson	100,000	0.53%	254,776	319,037
James Worrall	100,000	0.53%	254,776	319,037
Sameer Nandwani	100,000	0.53%	254,776	319,037
James Penrose	100,000	0.53%	254,776	319,037
Katie Penrose	100,000	0.53%	254,776	319,037
Katie Flynn	100,000	0.53%	254,776	319,037
Joe Flynn	100,000	0.53%	254,776	319,037
Dominic Wright2	100,000	0.53%	254,776	319,037
TOTAL:	18,790,003	100%	47,872,340	59,946,808

Notes:

1. Includes the following share warrants which the applicable Vendor has irrevocably agreed to exercise immediately prior to Completion (with one DataPOWA Share being issued upon the exercise of each share warrant):

2. (a) Michael Flynn: 280,000 share warrants;

3. (b) Ian Penrose: 280,000 share warrants;

4. (c) Dennis Kessler: 80,000 share warrants;

5. (d) Mark Johnson: 200,000 share warrants; and

6. (e) David Bellamy: 200,000 share warrants.

7. Includes the following options which the applicable Vendor has irrevocably agreed to exercise immediately prior to Completion (with one DataPOWA Share being issued upon the exercise of each option):

8. (a) Thomas Smith: 350,000 options;

9. (b) Stephen O’Malley: 175,000 options;

10. (c) Dominic Wright: 100,000 options.

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1. Assumes the maximum number of Deferred Consideration Shares is issued under the SPA, being 59,946,808 Deferred Consideration Shares and comprising a maximum of:

2. (a) 19,946,808 Deferred Consideration Shares to be issued in connection with the First Revenue Target; and

3. (b) 40,000,000 Deferred Consideration Shares to be issued in connection with the Second Revenue Target.

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SCHEDULE 2 – KEY TERMS AND CONDITIONS OF EIP

The key features of the EIP, and the proposed Equity Securities to be issued under it, are set out below.

Eligibility The Board may offer and issue Awards under the EIP ( Offer ) to any Eligible Employee , being:

• (a) each director (whether executive or non-executive) of the Company or its Associated Bodies Corporate;

• (b) any full or part time employee of the Company or its Associated Bodies Corporate;

• (c) any casual employee, contractor or independent consultant of the Company or its Associated Bodies Corporate; or

• (d) a prospective participant, being a person to whom an Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Employee under paragraph (a), (b) or (c) above.

Purpose The EIP has been established to encourage Eligible Employees to share in the ownership of the Company and to promote the long-term success of the Company as a goal shared by all Eligible Employees.

Plan The EIP will be administered by the Board, or a committee of the Board, which will have administration an absolute discretion to:

• (a) determine appropriate procedures for administration of the EIP consistent with the rules of the EIP;

• (b) resolve conclusively all questions of fact or interpretation arising in connection with the EIP;

• (c) delegate to any one or more persons, for such period and on such conditions as they may determine, the exercise of any of their powers or discretions under the EIP;

• (d) formulate special terms and conditions (subject to the Listing Rules), in addition to those set out in the EIP to apply to participants employed and/or resident in and/or who are citizens of countries other than Australia; and

• (e) amend the rules of the EIP, provided that such amendments do not materially prejudice the rights of existing participants.

The Board may only exercise its powers in accordance with the Listing Rules.

Invitation to The Company may from time to time make an Offer of Awards under the EIP to any participate Eligible Employee. Each Offer must be in writing and include an Application (if acceptance of the Offer is required).

If acceptance of an Offer is required, it may be accepted by a Participant completing and returning the Application, as required by the Offer, by no later than the date specified in the Offer and, if required, by the Participant making or directing payment of the total amount payable for the Awards accepted under the Offer, in the manner specified in the Offer.

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Grant of The Company may Offer the following Awards under the EIP: Awards

• Shares : The Company may Offer or issue Shares to an Eligible Employee on terms specified in the Offer.

• Options: The Company may Offer or issue Options to an Eligible Employee on such terms and conditions as specified in the Offer. Unless the Offer specifies otherwise, all Options offered or issued under the EIP will be subject to restrictions on their sale or disposal (with such restrictions to be as specified in the Offer).

• Performance Rights : The Company may Offer or issue Performance Rights to an Eligible Employee on such terms and conditions specified in the Offer. Unless the Offer specifies otherwise, all Performance Rights offered or issued under the EIP will be subject to restrictions on their sale or disposal (with such restrictions to be as specified in the Offer).

The Board will otherwise have the discretion (through making an offer) to determine the following terms of any Awards the subject of an Offer (in each case as applicable):

• (a) any vesting condition(s);

• (b) the issue price or exercise price (or manner in which the issue price or exercise price is to be determined);

• (c) the expiry date;

• (d) any other terms or conditions that the Board decides to include in the Offer; and

• (e) any other matters required to be specified in the Offer by either the Corporations Act or the Listing Rules.

Compliance No Offer will be made to the extent that any such Offer would contravene the with Law Company's Constitution, the Listing Rules, the Corporations Act or any other applicable law.

If required by any applicable law or the conditions to any applicable ASIC relief, an Offer must include an undertaking by the Company to provide to a participant, if a request is made before the relevant Awards are exercised and within a reasonable period of being so requested, the current Market Price of the Shares.

Dilution limit The number of Awards which may be granted under the EIP (assuming all Options and Performance Rights were exercised) must not at any time exceed in aggregate 10% of the total issued capital of the Company at the date of any new proposed offer of Awards.

Vesting Vesting conditions may be waived at the absolute discretion of the Board (unless such Conditions and waiver is excluded by the terms of the Offer). The vesting of an Award on the Exercise satisfaction of any vesting conditions will not automatically trigger the exercise of the Award unless specified in the Offer.

A Participant is entitled to exercise an Award on or after the Vesting Date. Any exercise must be for a minimum number or multiple of Shares (if any) specified in the terms of the Offer.

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Election of If the Board determines that for a taxation, legal, regulatory or compliance reason it is Board to settle not appropriate to issue or transfer Shares, the Company may in lieu and final Awards in cash satisfaction of the Company's obligation to issue or transfer Shares as required upon the exercise of an Award by a Participant, make a cash payment to the Participant equivalent to the Fair Market Value as at the date of exercise of the Award (less any unpaid exercise price applicable to the exercise of the Award) multiplied by the relevant number of Shares required to be issued or transferred to the Participant upon exercise of the Award.

• Rights The Shares issued under the EIP will upon allotment: attaching to Shares (a) be credited as fully paid; and

• (b) rank equally for dividends and other entitlements where the record date is on or after the date of allotment, but will carry no right to receive any dividend or entitlement where the record date is before the date of allotment; and

• (c) be subject to any restrictions imposed under the EIP; and

• (d) otherwise rank equally with the existing issued Shares at the time of allotment.

Unless the Board resolves otherwise the Company will, as soon as practicable after the date of the allotment of Shares, apply for official quotation of such Shares on the ASX.

The Company may, in its discretion, either issue new Shares or cause existing Shares to be acquired for transfer to the Participant, or a combination of both alternatives, to satisfy the Company's obligations under the EIP.

If the Company determines to cause the transfer of Shares to a Participant, the Shares may be acquired in such manner as the Company considers appropriate, including from a trustee.

Trustee The Company may appoint a trustee on terms and conditions which it considers appropriate to acquire and hold Awards of the Company either on behalf of Participants or for the purposes of the EIP.

Dividends A Participant will have a vested and indefeasible entitlement to any dividends declared and distributed by the Company on Shares issued to a Participant in respect of an Award which, at the books closing date for determining entitlement to those dividends, are standing to the account of the Participant.

The Participant may participate in any dividend reinvestment plan operated by the Company in respect of Shares issued to a Participant in respect of an Award held by the Participant and such participation must be in respect of all such Shares held by the Participant. Shares issue under any dividend reinvestment plan operated by the Company will not be subject to any restrictions on dealing.

Application of If the Company makes a pro rata bonus issue to holders of any Awards in respect of restrictions to which a restriction on sale or disposal applies ( Restricted Award ), the Shares issued to pro rata bonus Participants under the pro rata bonus issue will be subject to the balance of the issues restriction period that applied to the Restricted Awards.

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Takeovers and	If a takeover bid is made to acquire all of the issued Shares of the Company, or a scheme
Corporate	of arrangement, selective capital reduction or other transaction is initiated which has
control events	an effect similar to a full takeover bid for Shares in the Company, Participants will be
	entitled to accept the takeover bid or participate in the other transaction in respect of
	all or part of their Awards notwithstanding that a restriction period in respect of such
	Awards has not expired. The Board may, in its discretion, waive unsatisfied vesting
	conditions in relation to some or all Awards in the event of such a takeover or other
	transaction.
	In the event that the takeover or other similar transaction does not proceed for any
	reason any discretion exercised by the Board to waive unsatisfied vesting conditions
	will be voided.
	On the occurrence of certain corporate control events the Board may determine, in its
	sole and absolute discretion, the manner in which all unvested and vested Awards will
	be dealt with.

Cessation	of	On the occurrence of cessation of employment for any reason, the Board will
Employment		determine, in its sole and absolute discretion, the manner in which all unvested and
		vested Awards will be dealt with, including the application of any applicable clawback
		policy the Company may have in place from time to time.
Hedging		Participants must not enter into transactions or arrangements, including by way of
unvested		derivatives or similar financial products, which limit the economic risk of holding
Awards		unvested Awards.
Adjustments		A Participant is not entitled to participate in a new issue of Shares or other securities
		made by the Company to holders of its Shares without exercising the Awards before
		the record date for the relevant issue.

If, prior to the exercise of an Award, the Company makes a pro-rata bonus issue to the holders of its Shares, and the Award is not exercised prior to the record date in respect of that bonus issue, the Award will, when exercised, entitle the holder to one Share plus the number of bonus shares which would have been issued to the holder if the Award had been exercised prior to the record date.

If, prior to the exercise of an Award, the Company undergoes a reorganisation of capital (other than by way of a bonus issue or issue for cash) the terms of the Awards of the Participant will be changed to the extent necessary to comply with the Listing Rules as they apply at the relevant time.

Power	of	The EIP requires that in consideration of the issue of the Awards, each Participant
Attorney		irrevocably appoints each Director and the secretary for the time being of the Company
		severally as his or her attorney, to do all acts and things and to complete and execute
		any documents, including share transfers, in his or her name and on his or her behalf
		that may be convenient or necessary for the purpose of giving effect to the provisions
		of the EIP or the terms of an Award.
		A Participant (or after his or her death, his or her legal personal representative) will be
		deemed to ratify and confirm any act or thing done under this power and must
		indemnify the attorney in respect of doing so.

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• Tax and social Where the Company, or a subsidiary of the Company, must account for any tax or social security security contributions (in any jurisdiction) for which a Participant is liable because of contributions the issue or transfer of Shares, payment of cash to the Participant or the vesting or exercise of an Award, either the Company or subsidiary of the Company may withhold that amount in its discretion or the Participant must, prior to the Participant's Shares being issued or transferred or cash being paid to the Participant, or the Award vesting or being exercised (as applicable), either:

• (a) pay the amount to the Company; or

• (b) make acceptable arrangements with the Company for the amount to be made available to the Company.

Other The Company is not restricted to using the EIP as the only method of providing incentive incentives rewards to Employees.

Governing Law The EIP is governed by and is to be construed in accordance with the laws of New South Wales.

Definitions For the purposes of this Schedule 2, the following terms have the following meanings:

Application means a written acceptance of an Offer for, or an application for, Awards in a form approved by or acceptable to the Board (which may, without limitation, be an electronic form that is accessible and submitted via a website managed by the Company, its share registry or any other third party service provider).

Associated Body Corporate means:

• (a) a body corporate that is a related body corporate of the Company;

• (b) a body corporate that has voting power in the Company of not less than 20% and that has been approved for participation in the EIP by the Company; or

• (c) a body corporate in which the Company has voting power of not less than 20% and that has been approved for participation in the EIP by the Company.

Award means a Share, an Option or a Performance Right, as applicable.

Fair Market Value means the closing sales price per Share for the relevant date on the ASX, or, if there is no such sale on the relevant date, then on the last previous day on which such a sale is reported.

Market Price means the weighted average sale price of Shares on the ASX over the five trading days immediately preceding the day the Offer is made, or another pricing method determined by the Company.

Option means an option to acquire a Share.

Participant means an Eligible Employee to whom Awards are issued.

Performance Right means a right to acquire a Share for a nil exercise price.

Vesting Date means the date on which an Award is exercisable or is no longer subject to forfeiture following satisfaction of any applicable vesting conditions.

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IXUP LIMITED ABN 85 612 182 368

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  IXUP Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of IXUP Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 9:30am (AEST) on Friday, 30 July 2021 at Boardroom, Automic Group, Deutsche Bank Building, Level 5, 126 Phillip Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 1 CHANGE TO SCALE OF ACTIVITIES

• 2 ISSUE OF SHARES – ACQUISITION CONSIDERATION

• 3 ISSUE OF SHARES – DEFERRED CONSIDERATION

• 4 ADOPTION OF AMENDED EMPLOYEE INCENTIVE PLAN

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

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

IXUP PRX2101A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am (AEST) on Wednesday, 28 July 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

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

• ONLINE

www.linkmarketservices.com.au

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

DEFAULT TO CHAIRMAN OF THE MEETING

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

BY MAIL  Meeting will be voted according to the instructions set out in this Proxy IXUP Limited Form. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia 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  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. Level 12 680 George Street APPOINTMENT OF A SECOND PROXY Sydney NSW 2000 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 * During business hours (Monday to Friday, 9:00am–5:00pm) share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power 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.

CORPORATE REPRESENTATIVES

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

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