DATAWORKS GROUP LIMITED — Director's Dealing 2022

Dec 7, 2022

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity IXUP Limited ABN 85 612 182 368

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ian Penrose
Date of last notice	3 October 2022

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Vanessa Penrose (Spouse) Dunaswood Limited (associated entity – director and shareholder)
Date of change	8 December 2022

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change		Direct (a) 5,355,246 Fully paid ordinary shares (b) 11,000,000 Performance Rights, where: 1. 5,000,000 Class A Rights where a) 2.5m Rights vest upon introduction and completion of 1 or more transactions that add an aggregate of at least A$2.5m in revenue to the Group in any Measurement Period; b) 2.5m Rights vest upon introduction and completion of 1 or more transactions that add an aggregate of at least A$6.5m in revenue to the Group in any Measurement Period; and c) provided that, as soon as the A$6.5m revenue threshold above is reached or exceeded in a particular Measurement Period as a result of one or more transactions introduced, all 5m Rights vest. 2. 6,000,000 Class B Performance Rights, upon the last to occur of each of a) the VWAP of IXUP shares trading on ASX during any rolling period of 20 continuous trading days meets or exceeds a level which is 33% higher than the closing price for IXUP shares as at the grant date; b) the Group achieves revenue of at least A$5m in any Measurement Period; and c) the recipient has been engaged by the Group for a continuous period of 3 yrs. Indirect Vanessa Penrose (c) 1,356,331 Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Dunaswood Limited (d) 0 Fully paid ordinary shares
Class	(d) Fully paid ordinary shares
Number acquired	(d) 1,000,000 Fully paid ordinary shares
Number disposed	(d) N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(d) $40,000.00 ($0.04 per share)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change		Direct (a) 5,355,246 Fully paid ordinary shares (b) 11,000,000 Performance Rights, where: 1. 5,000,000 Class A Rights where a) 2.5m Rights vest upon introduction and completion of 1 or more transactions that add an aggregate of at least A$2.5m in revenue to the Group in any Measurement Period; b) 2.5m Rights vest upon introduction and completion of 1 or more transactions that add an aggregate of at least A$6.5m in revenue to the Group in any Measurement Period; and c) provided that, as soon as the A$6.5m revenue threshold above is reached or exceeded in a particular Measurement Period as a result of one or more transactions introduced, all 5m Rights vest. 2. 6,000,000 Class B Performance Rights, upon the last to occur of each of a) the VWAP of IXUP shares trading on ASX during any rolling period of 20 continuous trading days meets or exceeds a level which is 33% higher than the closing price for IXUP shares as at the grant date; b) the Group achieves revenue of at least A$5m in any Measurement Period; and c) the recipient has been engaged by the Group for a continuous period of 3 yrs. Indirect Vanessa Penrose (c) 1,356,331 Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Dunaswood Limited (d) 1,000,000 Fully paid ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Shortfall shares under Entitlement Offer (Prospectus dated 29 August 2022) as approved by shareholders at the Annual General Meeting held on 25 November 2022.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

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