DATAWORKS GROUP LIMITED — Capital/Financing Update 2021

Dec 28, 2021

29 December 2021

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ALLOTMENT OF INCENTIVE SECURITIES TO RELATED PARTY

IXUP Limited (ASX: IXU) (“ IXUP ” or the “ Company ”), has recently undertaken a general review of its Incentive Plans, including allotments of Performance Rights to its senior executive management as announced on 23 December 2021. As part of that process, the Board considered, and recommended, an issue of Incentive Securities to Ms Freya Smith, Non-Executive Director, with the issue being subject to shareholder approval.

Ms. Smith has been an integral and important member of the Board of IXUP over a number of years and has provided a significant time commitment and valuable expertise to the Company over that period. Ms. Smith is also the only Director of the Company without any significant share or incentive holding. To secure the ongoing services of Ms. Smith and to align her future compensation with shareholder value creation, the Board has determined it is appropriate to provide a one-off grant of incentives, as detailed below.

As a related party of IXUP (being a Director of the Company), shareholder approval for the issue of these Incentive Securities to Ms. Smith will be sought at the next Extraordinary General Meeting or the 2022 Annual General Meeting of shareholders (whichever is sooner).

The proposed allotment of Incentive Securities comprises:

• 3,000,000 unlisted options, with a 3 year expiry and exercise price of 21.0 cents (or such other value that is no less than market value at the time of grant); and

• 3,000,000 Performance Rights with 3 year expiry from date of grant, in 3 equal tranches, with vesting conditions outlined in Annexure A ("Ms Smith Performance Rights Incentive Package").

Full details will be provided in due course in the Notice of Extraordinary General Meeting or the Notice of the 2022 Annual General Meeting of shareholders, where shareholder approval will be sought.

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, 223 Liverpool Street, Darlinghurst NSW 2010.

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Annexure A

Performance Conditions for the Ms. Smith Performance Rights Incentive Package

The Ms. Smith Performance Rights Incentive Package will vest upon satisfaction of the following Performance Conditions:

Tranche A Performance Rights, being 1,000,000 Performance Rights

Upon the last to occur of each of the following hurdles:

1. the volume weighted average price (VWAP) at which IXUP shares trade on ASX during any rolling period of 20 continuous trading days meets or exceeds a level of 27.9 cents; and

2. the recipient has been engaged or employed by the Group for a continuous period of 2 years from date of grant.

Tranche B Performance Rights, being 1,000,000 Performance Rights

Upon the last to occur of each of the following hurdles:

1. the volume weighted average price (VWAP) at which IXUP shares trade on ASX during any rolling period of 20 continuous trading days meets or exceeds a level of 27.9 cents;

2. the Group achieves revenue of at least A$2.5m in any Measurement Period; and

3. the recipient has been engaged or employed by the Group for a continuous period of 2 years from date of grant.

Tranche C Performance Rights, being 1,000,000 Performance Rights

Upon the last to occur of each of the following hurdles:

1. the volume weighted average price (VWAP) at which IXUP shares trade on ASX during any rolling period of 20 continuous trading days meets or exceeds a level of 27.9 cents;

2. the Group achieves revenue of at least A$5m in any Measurement Period; and

3. the recipient has been engaged or employed by the Group for a continuous period of 2 years from date of grant.

where:

• (a) “Measurement Period” means any 12-month period prior to the Expiry Date which either:

  • commences on 1 January and expires on 31 December; or

  • commences on 1 July and expires on 30 June; and

• (b) revenue for any Measurement Period will

  • be determined based on the audit/audit reviewed financial statements for the relevant period released by IXUP to the ASX;

  • exclude one-off or extraordinary revenue items;

  • exclude revenue received in the form of government grants, allowances, rebates or other hand-outs; and

  • exclude revenue or profit that has been “manufactured” to achieve the Performance Condition.

The date on which a Performance Condition is determined to have been satisfied is a Milestone Date. If a Performance Condition remains unsatisfied as at the Expiry Date, then the relevant Performance Rights which are subject to that Performance Condition automatically lapse and are thereafter incapable of vesting or exercise.

Following the vesting of Performance Rights, the recipient will have a period of 90 calendar days after the applicable Milestone Date to exercise those Performance Rights by notice in writing to the Company specifying the number of such Performance Rights the recipient wishes to exercise. Such notice will be deemed to be a request by the recipient to subscribe for the number of Shares which corresponds to the quantity of Performance Rights set out in the notice. If and to the extent the recipient has not exercised vested Performance Rights by 5:00pm on the date which is 90 calendar days after the relevant Milestone Date, those Performance Rights will lapse and the recipient will forfeit any rights (including any right to receive Shares) in relation to them.

During that 90 calendar day period, you may make a single request to the Company that you be provided with the current Market Price of the Shares (Market Price Request). Following the receipt of a Market Price Request, the Company will provide you with the Market Price of the Shares within 5 Business Days.

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