DATAWORKS GROUP LIMITED - Proxy Solicitation & Information Statement 2020

IXUP Limited http://www.ixup.com Level 3, 5-7 Ross Street Parramatta NSW 2150 ACN: 612 182 368

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IXUP Limited

Notice of 2021 Extraordinary General Meeting Explanatory Statement | Proxy Form

29 January 2021

1:00PM AEDT

Address

Level 5, 126 Phillip Street, Sydney NSW 2000

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

Important Information for Shareholders about the Company’s 2021 EGM Given the uncertainty surrounding the COVID-19 pandemic, by the time this Notice is received by Shareholders, circumstances may have changed, however, this Notice is given based on circumstances as at 30 December 2020.

Accordingly, should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at http://www.ixup.com. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Contents
Venue and Voting Information	2
Notice of Extraordinary General Meeting – Agenda and Resolutions	4
Notice of Extraordinary General Meeting – Explanatory Statement	14
Glossary	28
Annexure A – Marcus Gracey – Key terms and conditions of engagement	30
Annexure B - Terms of Placement Options	31
Annexure C – Key terms of the Lead Manager Mandate	33
Annexure D - Terms of Success Options	34
Annexure E – Key terms of the Strategic Collaboration Agreement	36
Annexure F – Julian Babarczy – Key terms and conditions of engagement	37
Annexure G - Terms of Options to Julian Babarczy	38
Annexure H - Terms of Options to Tekkorp Capital LLC	40
Annexure I – Terms of Options to Marcus Gracey	42
Proxy Form	Attached

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1:00PM (AEDT) on 29 January 2021 at Level 5, 126 Phillip Street, Sydney NSW 2000.

Your vote is important

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the Extraordinary General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online atwww.linkmarketservices.com.au by following the instructions. Select ‘Investor Login’ and enter IXUP Limited or the ASX code IXU in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.
By post	IXUP Limited, c/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia
By hand	Link Market Services, 1A Homebush Bay Drive, Rhodes NSW 2138
By fax	+61 2 9287 0309

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Shareholders of IXUP Limited ACN 612 182 368 will be held at 1:00PM (AEDT) on 29 January 2021 at Level 5, 126 Phillip Street, Sydney NSW 2000 ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 1:00PM (AEDT) on 27 January 2021.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Resolutions

Ratification of Prior Issue of Securities

1. Resolution 1 – Ratification of Prior Issue of Shares issued under ASX Listing Rule 7.1

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 44,977,424 Placement Shares issued on 20 November 2020 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 1 by or on behalf of:
(a)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 1 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

2. Resolution 2 – Ratification of Prior Issue of Shares under ASX Listing Rule 7.1A

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 59,568,031 Placement Shares issued on 20 November 2020 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 2 by or on behalf of:
(c)	a person who participated in the issue or is a counterparty to the agreement being
	approved; or
(d)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 2 by:
(iv)	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
(v)	the Chair of the Meeting 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
(vi)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

3. Resolution 3 – Ratification of Prior Issue of Options to Marcus Gracey

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 10,000,000 unlisted Options to Marcus Gracey issued on 22 October 2020 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 3 by or on behalf of:
(a)	Marcus Gracey (or his nominee) who participated in the issue or is a counterparty to the
	agreement being approved; or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Issue of Equity Securities

4. Resolution 4 – Approval of Issue of Placement Options

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 52,272,727 Placement Options, each exercisable at $0.10 per Placement Option and expiring two years from the date of issue, to sophisticated and institutional investors who participated in the Placement, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	a person who is expected to participate in, or 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 securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 43 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

5. Resolution 5 – Approval of Issue of Options to Cygnet Capital Pty Ltd

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 20,000,000 unlisted Options, each exercisable at $0.10 per Option and expiring two years form the date of issue, to Cygnet Capital Pty Limited (or its nominee) as the Lead Manager to the Placement, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 5 by or on behalf of:
(a)	Cygnet Capital Pty Limited (including entities related to principals of Cygnet Capital Pty
	Limited) and its clients who will participate in the proposed issue of Options, or 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 securities in the entities); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

6. Resolution 6 – Approval of Issue of Options to Tekkorp Capital LLC

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 40,000,000 unlisted Options to Tekkorp Capital LLC (or its nominee) as consideration for services delivered under the Strategic Collaboration Agreement, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

(a) Tekkorp Capital LLC (or its nominee) who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Options (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
(b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6 by:
(i) 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
(ii) the Chair of the Meeting 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
(iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • 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
• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

7. Resolution 7 – Approval of Issue of Options to Julian Babarczy as part of Appointment

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 4,000,000 unlisted Options to Julian Babarczy (or his nominee) pursuant to the terms of his engagement as a new Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 7 by or on behalf of:
(a)	Julian Babarczy (or his nominee) who is expected to participate in, or who will obtain a
	material benefit as a result of, the proposed issue of Options (except a benefit solely by
	reason of being a holder of ordinary securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 7 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7
if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management Personnel;
	and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of the
	Company’s Key Management Personnel.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

8. Resolution 8 – Approval of Issue of Performance Rights to Julian Babarczy as part of Appointment

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 6,000,000 Performance Rights to Julian Babarczy (or his nominee) pursuant to the terms of his engagement as a new Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 8 by or on behalf of:
(a)	Julian Babarczy (or his nominee) who is expected to participate in, or who will obtain a
	material benefit as a result of, the proposed issue of Performance Rights (except a
	benefit solely by reason of being a holder of ordinary securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 8 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 8
if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management Personnel;
	and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of the
	Company’s Key Management Personnel.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

9. Resolution 9 – Approval of Issue of Performance Rights to Marcus Gracey as part of Appointment

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of up to 18,000,000 Performance Rights to Marcus Gracey (or his nominee) pursuant to the terms of his engagement as a new Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 9 by or on behalf of:
(a)	Marcus Gracey (or his nominee) who is expected to participate in, or who will obtain a
	material benefit as a result of, the proposed issue of Performance Rights (except a
	benefit solely by reason of being a holder of ordinary securities in the Company); or
(b)	an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 9 by:
(i)	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
(ii)	the Chair of the Meeting 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
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• 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
	• the holder votes on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a
person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 9
if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management Personnel;
	and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of the
	Company’s Key Management Personnel.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Adoption of New Constitution

10. Resolution 10 – Adoption of New Constitution

To consider and, if thought fit, to pass with or without amendment, the following resolution as a Special Resolution :

“That, for the purposes of section 136 of the Corporations Act and for all other purposes, the constitution of the Company be repealed and replaced with a constitution in the form of the document tabled at this Meeting and signed by the Chair for the purposes of identification, effective immediately.”

BY ORDER OF THE BOARD

Andrew Whitten Company Secretary

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Extraordinary General Meeting to be held at 1:00PM (AEDT) on 29 January 2021 at Level 5, 126 Phillip Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Extraordinary General Meeting are set out below.

Resolutions

Ratification of Prior Issue of Securities

Resolutions 1 and 2 – Ratification of Prior Issue of Placement Shares issued under ASX Listing Rule 7.1 and 7.1A

Background

On 11 November 2020, the Company announced that it had firm commitments for a placement to sophisticated and institutional investors ( Placement ) of 104,545,455 new fully paid ordinary shares at an issue price of $0.055 per Share ( Placement Shares ), raising $5.75 million (before costs) for the Company.

As part of the Placement, each Placement Share attaches a 1-for-2 entitlement to Options (1 Option for every 2 Placement Shares), exercisable at $0.10 per Option with an expiry date of two (2) years from the date of issue, subject to Shareholder approval which is being sought under Resolution 4 of this Notice of Meeting.

Accordingly, on 20 November 2020, the Company issued 104,545,455 Placement Shares utilising its existing capacity under Listing Rules 7.1 and 7.1A.

ASX Listing Rules 7.1 and 7.1A

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 104,545,455 Placement Shares which were issued on 20 November 2020 ( Issue Date ).

44,977,424 Placement Shares were issued under ASX Listing Rule 7.1 and 59,568,031 Placement Shares were issued under ASX Listing Rule 7.1A.

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 ordinary securities it had on issue at the start of that period.

At its 2019 AGM, the Company sought and obtained approval of its Shareholders under Listing Rule 7.1A to increase its 15% capacity limit by an extra 10% to 25%.

The issue of Placement Shares did not fit within any of the exceptions (to Listing Rules 7.1 and 7.1A) and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the expanded 25% limit in Listing Rule 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the Issue Date (noting that the extra 10% under Listing Rule 7.1A will expire unless reapproved by the Company’s Shareholders on an annual basis).

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

A note to Listing Rule 7.4 also provides that an issue made in accordance with Listing Rule 7.1A can be approved subsequently under Listing Rule 7.4 and, if it is, the issue will then be excluded from variable “E” in Listing Rule 7.1A.2 (which means that the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1A is not reduced).

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of the Placement Shares for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of the Placement Shares will be excluded in calculating the Company’s 25% capacity to issue equity securities under Listing Rules 7.1 (15%) and 7.1A (10%) without Shareholder approval over the 12 month period following the Issue Date.

If this Resolution is not passed, the issue of Placement Shares will be included in calculating the Company’s 25% capacity to issue equity securities under Listing Rules 7.1 (15%) and 7.1A (10%) without Shareholder approval over the 12 month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) The Company issued 104,545,455 Placement Shares of which:
(i) 44,977,424 Placement Shares issued under Listing Rule 7.1 (Resolution 1); and
(ii) 59,568,031 Placement Shares issued under Listing Rule 7.1A (Resolution 2)
(b) Shares were fully paid on issue and ranked equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(c) The Placement Shares were issued on 20 November 2020.
(d) The Placement Shares were issued to a range of sophisticated and institutional investors introduced to the Company to subscribe for the Placement Shares by its broker Cygnet Capital Pty Ltd. For the purposes of Listing Rule 7.1, entities related to Darien Jagger and Jonathan Rosham, principals of Cygnet Capital Pty Limited, are deemed to be associates of a corporate advisor to the Company.
(e) Each of the Placement Shares were issued at an issue price of $0.055 per Placement Share, which raised a total of $5.75 million (before costs) for the Company.
(f) Funds raised from the issue of the Shares have been and will be used by the Company to accelerate the commercialisation of IXUP’s proprietary platform and position the Company to pursue an extension of its existing encrypted data analytics business.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Resolution 3 – Ratification of Prior Issue of Options to Marcus Gracey

Background

On 22 October 2020, the Company announced that it had issued 10,000,000 unlisted Options, each exercisable at $0.08 per Option and which expire on 22 October 2022, to Marcus Gracey as part of his remuneration and terms of engagement upon his appointment as an Executive Director of the Company.

The Options were issued on 22 October 2020 by utilising the Company’s existing capacity under ASX Listing Rule 7.1 and without Shareholder approval pursuant to ASX Listing Rule 10.12 (exception 12) as the issue was made pursuant to the terms of Mr Gracey’s engagement as an Executive Director of the Company, being an agreement between the Company and Mr Gracey who would not otherwise be a related party of the Company but for the fact that he believed that he was likely to become a related party in the future because of this agreement.

ASX Listing Rule 7.1

This Resolution proposes that Shareholders of the Company approve and ratify the prior issue and allotment of 10,000,000 Options, which were issued to Mr Gracey on 22 October 2020 ( Issue Date ).

All of the Options were issued by utilising the Company’s existing capacity under Listing Rule 7.1.

The issue of Options to Mr Gracey did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the Issue Date.

Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to subsequently approve the issue of the Options to Mr Gracey for the purposes of Listing Rule 7.4.

If this Resolution is passed, the issue of the Options to Mr Gracey will be excluded in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

If this Resolution is not passed, the issue of the Options to Mr Gracey will be included in calculating the Company’s 15% capacity to issue equity securities under Listing Rule 7.1 without Shareholder approval over the 12 month period following the Issue Date.

Information required by ASX Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) The Options were issued to Marcus Gracey.
(b) The Company issued 10,000,000 unlisted Options.
(c) The Options are each exercisable at $0.08 per Option and expire on 22 October 2022. Shares issued on conversion of the Options will rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(d) The Options were issued on 22 October 2020.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

(e) Each of the Options were issued for nil consideration.
(f) Funds were not raised from the issue of the Options as they were issued to comprise part of Mr Gracey’s remuneration and terms of engagement upon his appointment as an Executive Director of the Company.
(g) The Options were issued pursuant to an agreement between Mr Gracey and the Company. The material terms of the agreement are set out in Annexure A of this Notice.
(a) The full terms of the Options are set out in Annexure I of this Notice of Meeting.

Directors’ recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

Issue of Equity Securities

Resolution 4 – Approval of Issue of Placement Options

Background

On 11 November 2020, the Company announced that as part of the Placement of 104,545,455 Placement Shares and subject to Shareholder approval, each Placement share will also have attached a 1-for-2 entitlement to options, exercisable at $0.10 per share with an expiry date of two years from the date of issue ( Placement Options ). As a result, the Company anticipates issuing approximately 52,272,727 Placement Options.

This Resolution seeks Shareholder approval to issue and allot up to 52,272,727 Placement Options to sophisticated and institutional investors who participated in the Placement announced by the Company on 11 November 2020.

The effect of this Resolution is for Shareholders to approve the issue of the Placement Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

The full terms of the Placement Options are set out in Annexure B of this Notice of Meeting.

ASX Listing Rule 7.1

An issue of equity securities that is approved by the Company’s Shareholders under Listing Rule 7.1 will not use up the Company’s 15% limit and therefore does not reduce the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

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

If this Resolution is passed, the issue of the Placement Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Placement Options are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Placement Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Placement Options are issued.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The allottees are sophisticated and institutional investors who participated in the Placement announced by the Company on 11 November 2020. Allottees include Julian Babarczy for which the Company relies on exception 12 of ASX Listing Rule 10.12 as the proposed issue of the above securities is made pursuant to the terms of Mr Babarczy’s engagement as a NonExecutive Director and Chairman of the Company, being an agreement between the Company and Mr Babarczy who would not otherwise be a related party of the Company but for the fact that he believed that he was likely to become a related party in the future because of this agreement.
(b) The maximum number of Placement Options to be issued is 52,272,727.
(c) The Placement Options are each exercisable at $0.10 per Placement Option with an expiry date two years from the date of issue. Shares issued on conversion of the Placement Options will rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(d) The Placement Options will be issued within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(e) The Placement Options will be offered for nil cash consideration.
(g) Funds will not be raised from the issue of these Placement Options as the issue forms part of the Placement offer, of which each Placement share will also have attached a 1-for-2 entitlement to the Placement Options. However, upon conversion of the Placement Options, the proceeds will be used by the Company to accelerate the commercialisation of IXUP’s proprietary platform and position the Company to pursue an extension of its existing encrypted data analytics business.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Resolution 5 – Approval of Issue of Options to Cygnet Capital Pty Ltd

Background

As announced by the Company on 11 November 2020, the Company signed a capital raising mandate with Cygnet Capital Pty Ltd ( Cygnet ) to lead manage the Placement announced by the Company on the same day ( Lead Manager Mandate ).

For acting as Lead Manager on the Placement and offering management services, the Company agreed to pay Cygnet:

(a) a fee of 6% (being $345,000 (plus GST)) of $5,750,000; and
(b) subject to Shareholder approval, 20,000,000 unlisted options ( Success Options ) each exercisable at $0.10 per Cygnet Option with an expiry date of two years from the date of issue.

This Resolution seeks Shareholder approval to issue and allot the Success Options to Cygnet (or its nominee) as part of the fee payable for acting as Lead Manager on the Placement.

The effect of this Resolution is for Shareholders to approve the issue of the Success Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1. ASX Listing Rule 7.1

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

further equity securities without Shareholder approval under Listing Rule 7.1.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

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

If this Resolution is passed, the issue of the Success Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Success Options are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Success Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Success Options are issued.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The allottee is Cygnet Capital Pty Ltd (or its nominee).
(b) The maximum number of Success Options to be issued is 20,000,000.
(c) The Success Options are each exercisable at $0.10 per Success Option with an expiry date of two years from the date of issue. Shares issued on conversion of the Success Options will rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
(d) The Success Options will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(e) The Success Options will be offered for nil cash consideration.
(f) Funds will not be raised from the issue of these Success Options as the issue is proposed to comprise part of the fee payable for acting as Lead Manager on the Placement announced by the Company on 11 November 2002.
(g) The Success Options were issued, subject to shareholder approval, under the Lead Manager Mandate. The material terms of the Lead Manager Mandate are set out in Annexure C of this Notice.
(h) The full terms of the Success Options are set out in Annexure D of this Notice of Meeting.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Resolution 6 – Approval of Issue of Options to Tekkorp Capital LLC

Background

As announced by the Company on 11 November 2020, the Company entered into a Strategic Collaboration Agreement with Tekkorp Capital LLC ( Tekkorp ), a US-based digital gaming company which provides specialist advisory services in relation to the international digital sports gaming and wavering sector. Pursuant to the Strategic Collaboration Agreement, Tekkorp will provide sector specific services to the Company.

In recognition of the expected commercial benefits that Tekkorp will bring to the Company, the Company has agreed, subject to Shareholder approval, to issue Tekkorp 40,000,000 unlisted and unvested options ( Tekkorp Options ).

The key terms of the Tekkorp Options proposed to be issued are summarised in the table below.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Number and type of security	Key Terms
10,000,000 Options	Unlisted options, each exercisable at $0.10 with an exercise date of four years from the date of issue and vesting upon execution of the Strategic Collaboration Agreement.
15,000,000 Options	Unlisted options, each exercisable at $0.10 with an exercise date of four years from the date of issue and vesting upon the commencement of going live with a commercial use of the Company technology (or additional technology introduced to the Company by Tekkorp) within the international gaming and wagering sector.
15,000,000 Options	Unlisted options, each exercisable at $0.10 with an exercise date of four years from the date of issue and vesting upon the completion of a material corporate transaction by the Company that has been introduced by Tekkorp, with respect to a complimentary technology or business aligned to the operations and growth strategy agreed by the Board.

This Resolution seeks Shareholder approval to issue and allot the Tekkorp Options to Tekkorp pursuant to the Strategic Collaboration Agreement.

The effect of this Resolution is for Shareholders to approve the issue of the Tekkorp Options to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution seeks Shareholder approval to approve the issue of the Tekkorp Options

under and for the purposes of Listing Rule 7.1.

If this Resolution is passed, the issue of the Tekkorp Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Tekkorp Options are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Tekkorp Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Tekkorp Options are issued.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The allottee is Tekkorp Capital LLC (or its nominee).
(b) The maximum number of Tekkorp Options to be issued is 40,000,000.
(c) The Tekkorp Options will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(d) The Tekkorp Options will be offered for nil cash consideration.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

(e) Funds will not be raised from the issue of the Tekkorp Options as the issue is proposed to be made pursuant to the Strategic Collaboration Agreement as part of the incentive structure agreed between the Company and Tekkorp.
(f) The Tekkorp Options were issued, subject to shareholder approval, under the Strategic Collaboration Agreement. The material terms of the Strategic Collaboration Agreement are set out in Annexure E of this Notice.
(g) The full terms of the Tekkorp Options are set out in Annexure H of this Notice of Meeting.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Resolution 7 and 8 – Approval of Issue of Options and Performance Rights to Julian Babarczy as part of Appointment

Background

On 11 November 2020, the Company announced that it had appointed Julian Babarczy as a NonExecutive Director and Chairman of the Company. Pursuant to the terms of his engagement, Julian will be remunerated as follows:

(a) $60,000 per annum (inclusive of superannuation);
(b) a grant of 4,000,000 unlisted options ( Babarczy Options ) for which Shareholder approval is being sought under Resolution 7 of this Notice of Meeting; and
(c) a grant of 6,000,000 unlisted performance rights ( Babarczy Performance Rights ) subject to vesting conditions for which Shareholder approval is being sought under Resolution 8 of this Notice of Meeting.

The key terms of the Babarczy Options and the Babarczy Performance Rights proposed to be issued to Mr Babarczy are summarised in the table below.

Number and type of security Key Terms

4,000,000 Babarczy Options
(Resolution 7) •
The Babarczy Options are each exercisable at $0.10 per Babarczy Option
with an expiry date that is 2 years from the date of issue.
•
Shares issued on conversion of the Babarczy Options will rank equally in
all aspects with all existing fully paid ordinary shares previously issued by
the Company.

6,000,000 Babarczy
Performance Rights
(Resolution 8) The Babarczy Performance Rights are proposed to be granted in three tranches
with the following vesting conditions:
•
2,000,000 Babarczy Performance Rights (Tranche 1) will vest on the last to
occur of:
o
12 months of continuous service from the date of appointment; and
o
the 20-day VWAP of the Company’s shares being equal to or greater
than $0.075;
•
2,000,000 Babarczy Performance Rights (Tranche 2) will vest on the last to
occur of:
o
the date the customer goes live on commercial use of the Company’s
core technology pursuant to a commercial contract (for the
avoidance of doubt where the commercial transaction include a
proof of concept or trial period in the commercial contract the
milestone will onlybe met when the customer decides toproceed

Number and type of security	Key Terms
4,000,000 Babarczy Options (Resolution 7)	• The Babarczy Options are each exercisable at $0.10 per Babarczy Option with an expiry date that is 2 years from the date of issue. • Shares issued on conversion of the Babarczy Options will rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.
6,000,000 Babarczy Performance Rights (Resolution 8)	The Babarczy Performance Rights are proposed to be granted in three tranches with the following vesting conditions: • 2,000,000 Babarczy Performance Rights (Tranche 1) will vest on the last to occur of: `o` 12 months of continuous service from the date of appointment; and `o` the 20-day VWAP of the Company’s shares being equal to or greater than $0.075; • 2,000,000 Babarczy Performance Rights (Tranche 2) will vest on the last to occur of: `o` the date the customer goes live on commercial use of the Company’s core technology pursuant to a commercial contract (for the avoidance of doubt where the commercial transaction include a proof of concept or trial period in the commercial contract the milestone will onlybe met when the customer decides toproceed

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

with the full commercial roll out as contemplated in the commercial
contract); and
o
the 20-day VWAP of the Company’s shares being equal to or greater
than $0.10;
•
2,000,000 Babarczy Performance Rights (Tranche 3) will vest on the last to
occur of:
o
IXUP achieving revenue in any financial year equal to, or greater
than, $5 million; and
o
the 20-day VWAP of the Company’s shares being equal to or greater
than $0.125.
•
Shares issued on conversion of the Babarczy Performance Rights will rank
equally in all aspects with all existing fully paid ordinary shares previously
issued by the Company.

The Company relies on exception 12 of ASX Listing Rule 10.12 as the proposed issue of the above securities is made pursuant to the terms of Mr Babarczy’s engagement as a Non-Executive Director and Chairman of the Company, being an agreement between the Company and Mr Babarczy who would not otherwise be a related party of the Company but for the fact that he believed that he was likely to become a related party in the future because of this agreement. Accordingly, the Company is not required to seek Shareholder approval under ASX Listing Rule 10.11 for the proposed issue of securities to Mr Babarczy.

However, as Mr Babarczy agreed for the grants to be made subject to Shareholder approval being obtained (despite ASX Listing Rule 10.11 not being triggered), Resolutions 7 and 8 seeks this approval for the purposes of ASX Listing Rule 7.1 only.

The effect of Resolution 7 and 8 is for Shareholders to approve the issue of the Babarczy Options and Babarczy Performance Rights to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

To this end, this Resolution 7 and 8 seeks Shareholder approval to approve the issue of the Babarczy Options and the Babarczy Performance Rights under and for the purposes of Listing Rule 7.1.

If Resolutions 7 and 8 are passed, the issue of the Babarczy Options and the Babarczy Performance Rights will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Babarczy Options and Babarczy Performance Rights are issued.

If Resolutions 7 and 8 are not passed, and the Company proceeds with the issue, the Babarczy Options and the Babarczy Performance Rights will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Babarczy Options and the Babarczy Performance Rights are issued.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

(b) The allottee is Julian Babarczy (or his nominee).
(c) The maximum number of securities to be issued is:
(i) 4,000,000 Babarczy Options ( Resolution 7 ); and
(ii) 6,000,000 Babarczy Performance Rights ( Resolution 8 ).
(d) The key terms of the engagement with Mr Babarczy are set out at Annexure F of this Notice of Meeting.
(e) The full terms of the Options are set out in Annexure G of this Notice of Meeting.
(f) The Babarczy Options and the Babarczy Performance Rights will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(g) The Babarczy Options and the Babarczy Performance Rights will be offered for nil cash consideration.
(h) Funds will not be raised from the issue of the Babarczy Options and the Babarczy Performance Rights as the issue is proposed to be made to comprise part of Mr Babarczy’s remuneration and terms of engagement upon his appointment as a Non-Executive Director and Chairman of the Company.
(i) The Babarczy Options and the Babarczy Performance Rights were issued under an agreement between Mr Babarczy and the Company. The key terms of the agreement are set out in Annexure F of this Notice.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Resolution 9 – Approval of Issue of Performance Rights to Marcus Gracey as part of Appointment

Background

On 11 November 2020, the Company announced that it had appointed Marcus Gracey as Chief Executive Officer and Managing Director of the Company, following his appointment on 22 October 2020 as an Executive Director. As a result of this appointment, Mr Gracey’s cash salary increased from $60,000 (exclusive of superannuation) to $150,000 per annum (exclusive of superannuation). The Company did not alter Mr Gracey’s equity remuneration as agreed between Mr Gracey and the Company on 22 October 2020. Accordingly, Mr Gracey’s equity remuneration remains the following:

(a) an initial grant of 10,000,000 unlisted options issued on 22 October 2020 for which Shareholder approval is being sought to ratify the issue under Resolution 3 of this Notice of Meeting; and
(b) a grant of 18,000,000 performance rights ( Gracey Performance Rights ), subject to vesting conditions for which Shareholder approval is being sought under this Resolution 9.

The key terms of the Gracey Performance Rights proposed to be issued to Marcus are summarised in the table below.

Number and type of security	Key Terms
18,000,000 Gracey Performance Rights	The Gracey Performance Rights are proposed to be granted in three tranches with the following vesting conditions: • 6,000,000 (Tranche 1) Gracey Performance Rights will vest on the last to occur of: `o` 12 months of continuous service from the date of appointment; and

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

o
the 20-day VWAP of the Company’s shares being equal to or greater
than $0.075;
•
6,000,000 (Tranche 2) Gracey Performance Rights will vest on the last to
occur of:
o
the date the customer goes live on commercial use of the Company’s
core technology pursuant to a commercial contract (for the
avoidance of doubt where the commercial transaction include a
proof of concept or trial period in the commercial contract the
milestone will only be met when the customer decides to proceed
with the full commercial roll out as contemplated in the commercial
contract);
o
the 20-day VWAP of the Company’s shares being equal to or greater
than $0.10; and
•
6,000,000 (Tranche 3) Gracey Performance Rights will vest on the last to
occur of:
o
IXUP achieving revenue in any financial year equal to, or greater
than, $5 million; and
o
the 20-day VWAP of the Company’s shares being equal to or greater
than $0.125.
•
Shares issued on conversion of the Gracey Performance Rights will rank
equally in all aspects with all existing fully paid ordinary shares previously
issued by the Company.

The Company relies on exception 12 of ASX Listing Rule 10.12 as the proposed issue of the above securities is made pursuant to the terms of Mr Gracey’s engagement as an Executive Director of the Company, being an agreement between the Company and Mr Gracey who would not otherwise be a related party of the Company but for the fact that he believed that he was likely to become a related party in the future because of this agreement. Accordingly, the Company is not required to seek Shareholder approval under ASX Listing Rule 10.11 for the proposed issue of securities to Mr Gracey.

However, as Mr Gracey agreed for the grant to be made subject to Shareholder approval being obtained (despite ASX Listing Rule 10.11 not being triggered), Resolution 9 seeks this approval for the purposes of ASX Listing Rule 7.1 only.

The effect of this Resolution is for Shareholders to approve the issue of the Gracey Performance Rights to fall within an exception to ASX Listing Rule 7.1, which will allow the Company to issue these without using the Company’s 15% capacity under Listing Rule 7.1.

ASX Listing Rule 7.1

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.

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

If this Resolution is passed, the issue of the Gracey Performance Rights will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Gracey Performance Rights are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Gracey Performance

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Rights will be included in calculating the Company’s 15% limit in Listing Rule 7.1 to issue equity securities without Shareholder approval over the 12 month period following the date on which the Gracey Performance Rights are issued.

Information Required by Listing Rule 7.3

The following information is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) The allottee is Marcus Gracey (or his nominee).
(b) The maximum number of Gracey Performance Rights to be issued is 18,000,000.
(c) The key terms of the engagement with Mr Gracey are set out at Annexure A of this Notice of Meeting.
(d) The Gracey Performance Rights will be issued by within 3 months of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).
(e) The Gracey Performance Rights will be offered for nil cash consideration.
(h) Funds will not be raised from the issue of the Gracey Performance Rights as the issue is proposed to be made to comprise part of Mr Gracey’s remuneration and terms of engagement upon his appointment as an Executive Director of the Company.
(i) The Gracey Performance Rights were issued under an agreement between Mr Gracey and the Company. The material terms of the agreement are set out in Annexure A of this Notice.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Adoption of New Constitution

Resolution 10 – Adoption of New Constitution

The Company’s current constitution was adopted by the Company following receipt of Shareholder approval on 17 July 2017.

Effective from 1 December 2019, the ASX implemented changes to the escrow regime for restricted securities. The update to ASX Listing Rule 15.12 which requires a listed entity’s constitution to contain certain provisions so long as an entity has “restricted securities” (as defined by the Listing Rules) on issue. These proposed amendments (if approved) provide the constitutional underpinning for ASX’s modified escrow regime.

In addition, other administrative changes are proposed to assist with alignment of ASX Listing Rules (in relation to the transfer procedure for securities, this would be Listing Rule 8.14.1, which permits the Company to charge a reasonable fee to register a transfer of securities in limited circumstances).

Accordingly, the Company has prepared an updated Constitution ( New Constitution ) which incorporates the following key amendments:

(a) Restricted securities: The Company shall comply in all respects with the requirements of the Listing Rules with respect to “restricted securities”. Without limiting the generality of the above:
(i) a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;
(ii) if the securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the entity’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;
(iii) the entity will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;
(iv) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and
(v) if a holder of restricted securities breaches a restriction deed or a provision of the Company’s constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.
(b) Reasonable fees charged by the company regarding transfers: Subject to compliance with the Listing Rules, a reasonable fee may be charged on the registration of paper-based transfers of Shares or other securities and marking a transfer form, or marking a renunciation and transfer form, within 2 business days after the form is lodged.

Prior to the Meeting, a copy of the New Constitution is available for review by Shareholders at the Company’s registered office during normal business hours. A copy of the New Constitution can also be sent to Shareholders of the Company upon a request being made to the Company Secretary on +61 2 8072 1400.

A complete signed copy of the New Constitution will be tabled at the Meeting.

Pursuant to section 136(2) of the Corporations Act, a modification to the Company’s Constitution can only be affected by way of a Special Resolution passed by its Shareholders. Therefore, this Resolution is a Special Resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 2 8072 1400 if they have any queries in respect of the matters set out in these documents.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Closely Related Party of a member of the KMP means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependant of the member or of 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 dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporation Regulations 2001 (Cth).

Chair means the person chairing the Meeting.

Company means IXUP Limited ACN 612 182 368.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Extraordinary General Meeting or EGM or Meeting means an Extraordinary General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

Key Management Personnel means key management personnel (including Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated 30 December 2020 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Performance Right means a performance right which, subject to its terms, could convert to a Share.

Placement means the placement of 104,545,455 Shares to sophisticated and professional investors as announced by the Company on 11 November 2020 and completed on 20 November 2020.

Proxy Form means the proxy form attached to this Notice of Meeting.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Securities mean Shares and/or Options (as the context requires).

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

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

Shareholder means a holder of a Share.

Share Registry means Link Market Services.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Strategic Collaboration Agreement means the agreement between the Company and Tekkorp Capital LLC, the key terms of which are set out at Annexure E.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure A – Marcus Gracey – Key terms and conditions of engagement

Role title

Executive remuneration:

Time Commitment: Director Incentive Share Plan:

Managing Director/Chief Executive Officer

$150,000 (exclusive of superannuation) to be invoiced through Mr. Gracey’s consultancy company.

Full time

Initial Options Grant of 10,000,000 unlisted options, at strike price of 8 cents ($0.08) per option and expiring 22 October 2022.

Grant of 18,000,000 Performance Rights, subject to Shareholder approval, in 3 tranches with various vesting conditions as follows:

6,000,000 Tranche 1 Performance Rights which vest on the last to occur of: 12 months of continuous service from the date of appointment; and (ii) the 20 day VWAP of the Company's shares being equal to or greater than $0.075;
6,000,000 Tranche 2 Performance Rights which vest on the last to occur of: (i) the date the customer goes live on commercial use of the Company’s core technology pursuant to a commercial contract (for avoidance of doubt where the commercial transaction includes a proof of concept or trial period in the commercial contract the milestone will only be met when the customer decides to proceed with the full commercial roll out as contemplated in the commercial contract); (ii) the 20 day VWAP of the Company's shares being equal to or greater than $0.10; and
6,000,000 Tranche 3 Performance Rights which vest on the last to occur of: (i) IXUP achieving revenue in any financial year equal to, or greater than, $5.0million; and (ii) the 20 day VWAP of the Company's shares being equal to or greater than $0.125.

The Performance Rights will be issued subject to Shareholder approval.

Each tranche of Performance Rights are exercisable by the holder at any time post the satisfaction of the applicable milestone in respect of that tranche.

Termination Clause:

3 months’ notice by either party without cause, and by the Company for cause.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure B – Terms of Placement Options

1 Each Option gives the holder ( Holder ) the right to subscribe for one fully paid ordinary share of the Company ( Share ) for every Option they own in the Company. To obtain the right given by each Option, the Holder must exercise the vested Options in accordance with these terms and conditions.
2 The Options will expire two (2) years from the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
3 The amount payable upon exercise will be determined at the date of issue whereby each Option will have an exercise price of 10 cents (A$0.10) ( Exercise Price ).
4 Each one Option is exercisable to one Share.
5 The Options may be exercised in whole or in part, and if exercised in part, multiples of 10,000 must be exercised on each occasion.
6 Holders may exercise their Options by lodging with the Company, before the Expiry Date:
a. a written notice of exercise of Options specifying the number of Options being exercised; and
b. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

7 An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
8 Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
9 The Options are non-transferrable.
10 All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
11 The Company will not apply for quotation of the Options on the ASX.
12 The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.
13 If at any time the issued capital of the Company is reconstructed, all rights of the Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
14 There are no participating rights or entitlements inherent in the Options and the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 Business Days after the issue is announced.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

This will give the Holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

15 In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
16 In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure C – Key terms of Lead Manager Mandate

On 2 November 2020, the Company entered into terms with the Lead Manager for terms regarding the Placement ( Lead Manager Mandate ).

The Lead Manager will be remunerated by the Company for acting as Lead Manager on the Placement and offering management services and may also be reimbursed for certain expenses, as follows:

(a) a fee of 6% (being $345,000 (plus GST)) of $5,750,000; and
(b) subject to Shareholder approval, twenty million (20,000,000) unlisted options to acquire Shares under certain terms and conditions, which are exercisable at $0.10, on or before the date that is two (2) years from the date of issue.

In accordance with the Mandate and as is customary with these types of arrangements:

(a) the Company has (subject to certain usual limitations) agreed to indemnify the Lead Manager against all losses, claims, liabilities, damages, costs and expenses including, without limitation, reasonable legal expenses on a full indemnity basis and any other reasonable expenses that the Lead Manager may suffer or reasonably incur or which may be made against the Lead Manager relating to or arising from the completion of the Placement or any obligations under the Mandate, or where the Lead Manager has acted on the instructions or directions of the Company, its directors or any related parties. The indemnity will extend to the reasonable costs of investigating, preparing for and defending any actions, claims, demands or proceedings and any threatened litigation whether or not the Lead Manager is a party to those actions, claims, demands, proceedings or threatened litigation; and
(b) the Lead Manager’s obligation to complete the Placement is subject to the receipt of firm commitments from investors.

The above is not an exhaustive summary of the Lead Manager Mandate but a summary of its material terms.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure D – Terms of Success Options

1 Each Option gives the holder ( Holder ) the right to subscribe for one fully paid ordinary share of the Company ( Share ) for every Option they own in the Company. To obtain the right given by each Option, the Holder must exercise the vested Options in accordance with these terms and conditions.
2 The Options will expire two (2) years from the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
3 The amount payable upon exercise will be determined at the date of issue whereby each Option will have an exercise price of 10 cents (A$0.10) ( Exercise Price ).
4 Each one Option is exercisable to one Share.
5 The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
6 Holders may exercise their Options by lodging with the Company, before the Expiry Date:
a. a written notice of exercise of Options specifying the number of Options being exercised; and
b. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

7 An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
8 Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
9 The Options are only transferable with the prior written approval of the Board of Directors of the Company and subject to compliance with the Corporations Act.
10 All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
11 The Company will not apply for quotation of the Options on the ASX.
12 The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.
13 If at any time the issued capital of the Company is reconstructed, all rights of the Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
14 There are no participating rights or entitlements inherent in the Options and the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

to any such issue, the record date will be at least 3 Business Days after the issue is announced. This will give the Holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

15 In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
16 In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure E – Key terms of Strategic Collaboration Agreement

On 10 November 2020, the Company entered into terms with Tekkorp Capital LLC ( Tekkorp ), a USbased digital gaming company founded by Matthew Davey, to provide specialist advisory services in relation to the international digital sports gaming and wagering sector. In particular, Tekkorp will undertake the following:

(a) identification and assessment of applications and opportunities for the Company’s core technology;
(b) formulation of strategy and facilitation of strategic meetings with industry stakeholders and participants in order to assess and progress identified opportunities; and
(c) identification, assessment and recommendation of complementary technologies, partnerships, commercial opportunities and products (including consumer-facing products) that align with IXUP’s operations and growth strategy.

Under the Strategic Collaboration Agreement, Tekkorp is entitled to the below consideration, each subject to the approval of the Company’s Shareholders:

(a) 10 million unlisted options with an exercise price of $0.10 and an exercise date of four years from the date of issue, vesting upon execution of the Strategic Collaboration Agreement;
(b) 15 million unlisted options with an exercise price of $0.10 and an exercise date of four years from the date of issue, vesting upon the commencement of going live with a commercial use of IXUP’s technology (or additional technology introduced to IXUP by Tekkorp) within the international gaming and wagering sector; and
(c) 15 million unlisted options with an exercise price of $0.10 and an exercise date of four years from the date of issue, vesting upon the completion of a material corporate transaction by IXUP that has been introduced by Tekkorp, with respect to a complementary technology or business aligned to the operations and growth strategy agreed by the IXUP Board.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure F – Julian Babarczy – Key terms and conditions of engagement

Role title

Base Annual Fee: Time Commitment:

Incentive Securities:

Non-executive Chairman

$60,000 (inclusive of superannuation).

10-15 days each year for attendance at Board meetings, the annual general meeting of the Company and any extraordinary meetings. No further remuneration will be payable for additional time required for participation in Board committees.

Grant of 4,000,000 unlisted options, at strike price of 10 cents ($0.10) per option and a 2 year expiry date.

Grant of 6,000,000 Performance Rights, subject to Shareholder approval, in 3 tranches with various vesting conditions as follows:

2,000,000 Tranche 1 Performance Rights which vest on the last to occur of: 12 months of continuous service from the date of appointment; and (ii) the 20 day VWAP of the Company's shares being equal to or greater than $0.075;
2,000,000 Tranche 2 Performance Rights which vest on the last to occur of: (i) the date the customer goes live on commercial use of the Company’s core technology pursuant to a commercial contract (for avoidance of doubt where the commercial transaction includes a proof of concept or trial period in the commercial contract the milestone will only be met when the customer decides to proceed with the full commercial roll out as contemplated in the commercial contract); (ii) the 20 day VWAP of the Company's shares being equal to or greater than $0.10; and
2,000,000 Tranche 3 Performance Rights which vest on the last to occur of: (i) IXUP achieving revenue in any financial year equal to, or greater than, $5.0million; and (ii) the 20 day VWAP of the Company's shares being equal to or greater than $0.125.

The Performance Rights will be issued subject to Shareholder approval.

Each tranche of Performance Rights are exercisable by the holder at any time post the satisfaction of the applicable milestone in respect of that tranche.

Termination Clause:

On written notice by either party without cause and by the Company for cause.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure G – Terms of Options to Julian Babarczy

1 Each Option gives Julian Babarczy (Holder) the right to subscribe for one fully paid ordinary share of the Company (Share) for every Option they own in the Company. To obtain the right given by each Option, the Holder must exercise the vested Options in accordance with these terms and conditions.
2 The Options will expire two (2) years from the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
3 The amount payable upon exercise will be determined at the date of issue whereby each Option will have an exercise price of 10 cents (A$0.10) ( Exercise Price ).
4 Each one Option is exercisable to one Share.
5 The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
6 Holders may exercise their Options by lodging with the Company, before the Expiry Date:
a. a written notice of exercise of Options specifying the number of Options being exercised; and
b. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

7 An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
8 Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
9 The Options are non-transferrable.
10 All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
11 The Company will not apply for quotation of the Options on the ASX.
12 The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.
13 If at any time the issued capital of the Company is reconstructed, all rights of the Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
14 There are no participating rights or entitlements inherent in the Options and the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 Business Days after the issue is announced.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

This will give the Holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

15 In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
16 In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure H – Terms of Options to Tekkorp Capital LLC

1 Each Option gives the holder ( Holder ) the right to subscribe for one fully paid ordinary share of the Company ( Share ) for every Option they own in the Company. To obtain the right given by each Option, the Holder must exercise the vested Options in accordance with these terms and conditions.
2 The Options will expire four (4) years from the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
3 The amount payable upon exercise of each Option will be 10 cents (A$0.10) ( Exercise Price ).
4 The Options will vest in the following quantities, subject to the relevant condition being satisfied (each, a Vesting Condition ):
a. 10,000,000 Options upon execution of a strategic collaboration agreement between the Company and Tekkorp Capital LLC ( Tekkcorp ); and
b. 15,000,000 Options upon commencement of going live with a commercial use of the Company’s technology (or additional technology introduced to the Company by Tekkorp) within the international gaming and wagering sector; and
c. 15,000,000 upon completion of a material corporate transaction by the Company that has been introduced by Tekkcorp, with respect to a complementary technology or business aligned to the operations and growth strategy agreed by the Board of the Company.
5 Each one Option is exercisable to one Share.
6 The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
7 Holders may exercise their Options by lodging with the Company, before the Expiry Date:
a. a written notice of exercise of Options specifying the number of Options being exercised; and
b. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

8 An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
9 Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
10 The Options are only transferable with the prior written approval of the Board of Directors of the Company and subject to compliance with the Corporations Act.
11 All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
12 The Company will not apply for quotation of the Options on the ASX.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

13 The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.
14 If at any time the issued capital of the Company is reconstructed, all rights of the Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
15 There are no participating rights or entitlements inherent in the Options and the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 Business Days after the issue is announced. This will give the Holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.
16 In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
17 In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

Annexure I – Terms of Options to Marcus Gracey

1 Each Option gives Marcus Gracey (Holder) the right to subscribe for one fully paid ordinary share of the Company (Share) for every Option they own in the Company. To obtain the right given by each Option, the Holder must exercise the vested Options in accordance with these terms and conditions.
2 The Options will expire at 5.00pm (AEST) on 22 October 2022 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
3 The amount payable upon exercise will be determined at the date of issue whereby each Option will have an exercise price of 8 cents (A$0.08) ( Exercise Price ).
4 Each one Option is exercisable to one Share.
5 The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion.
6 Holders may exercise their Options by lodging with the Company, before the Expiry Date:
a. a written notice of exercise of Options specifying the number of Options being exercised; and
b. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

7 An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
8 Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
9 The Options are non-transferrable.
10 All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
11 The Company will not apply for quotation of the Options on the ASX.
12 The Company will apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX immediately after the allotment of those Shares.
13 If at any time the issued capital of the Company is reconstructed, all rights of the Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of reconstruction.
14 There are no participating rights or entitlements inherent in the Options and the Holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 3 Business Days after the issue is announced.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

This will give the Holder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue.

15 In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.
16 In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Holder would have received if the Option had been exercised before the record date for the bonus issue.

IXUP Limited | Extraordinary General Meeting – Notice of Meeting and Explanatory Statement

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IXUP LIMITED ABN 85 612 182 368

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LODGE YOUR VOTE
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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 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

LODGEMENT OF A PROXY FORM This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 1:00pm (AEDT) on Wednesday, 27 January 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. Proxy Forms may be lodged using the reply paid envelope or:  ONLINE BY MOBILE DEVICE QR Code www.linkmarketservices.com.au Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or Login to the Link website using the holding details as shown enter the voting link www.linkmarketservices.com.au into on the Proxy Form. Select ‘Voting’ and follow the prompts to your mobile device. Log in using the Holder Identifier and lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder postcode for your shareholding. Reference Number (SRN) or Holder Identification Number (HIN). To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and (b) return both forms together. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the SIGNING INSTRUCTIONS box in Step 1. If you wish to appoint someone other than the Chairman of the You must sign this form as follows in the spaces provided: Meeting as your proxy, please write the name of that individual or body Individual: where the holding is in one name, the holder must sign.

YOUR NAME AND ADDRESS To appoint a second proxy you must: This is your name and address as it appears on the Company’s share register. (a) on each of the first Proxy Form and the second Proxy Form state the If this information is incorrect, please make the correction on the form. percentage of your voting rights or number of shares applicable to that Shareholders sponsored by a broker should advise their broker of any changes. form. If the appointments do not specify the percentage or number of Please note: you cannot change ownership of your shares using this votes that each proxy may exercise, each proxy may exercise half your form. votes. Fractions of votes will be disregarded; and (b) return both forms together. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the SIGNING INSTRUCTIONS box in Step 1. If you wish to appoint someone other than the Chairman of the You must sign this form as follows in the spaces provided: 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. Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

DEFAULT TO CHAIRMAN OF THE MEETING

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

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.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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.

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting 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.

APPOINTMENT OF A SECOND PROXY

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

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.

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

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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 body Meeting (mark box) 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 1:00pm (AEDT) on Friday, 29 January 2021 at Automic Group, 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 * For Against Abstain * 1 Ratification of Prior Issue of Shares 9 Approval of Issue of Performance issued under ASX Listing Rule 7.1 Rights to Marcus Gracey as part of Appointment 2 Ratification of Prior Issue of Shares 10 Adoption of New Constitution under ASX Listing Rule 7.1A 3 Ratification of Prior Issue of Options to Marcus Gracey 4 Approval of Issue of Placement Options 5 Approval of Issue of Options to Cygnet Capital Pty Ltd 6 Approval of Issue of Options to

3 Ratification of Prior Issue of Options to Marcus Gracey
4 Approval of Issue of Placement Options
5 Approval of Issue of Options to Cygnet Capital Pty Ltd
6 Approval of Issue of Options to Tekkorp Capital LLC

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7 Approval of Issue of Options to Julian Babarczy as part of Appointment
8 Approval of Issue of Performance Rights to Julian Babarczy as part of Appointment

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

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

IXUP PRX2101B

AI assistant

DATAWORKS GROUP LIMITED — Proxy Solicitation & Information Statement 2020

64802_rns_2020-12-29_bf46e8d0-dde6-4d83-890f-332e86666ac4.pdf

IXUP Limited

Notice of 2021 Extraordinary General Meeting Explanatory Statement | Proxy Form

29 January 2021

1:00PM AEDT

Address

Contents

Venue and Voting Information

Your vote is important

Voting in person

Voting by proxy

Power of Attorney

Corporate Representatives

Notice of Extraordinary General Meeting

Resolutions

Ratification of Prior Issue of Securities

1. Resolution 1 – Ratification of Prior Issue of Shares issued under ASX Listing Rule 7.1

2. Resolution 2 – Ratification of Prior Issue of Shares under ASX Listing Rule 7.1A

3. Resolution 3 – Ratification of Prior Issue of Options to Marcus Gracey

Issue of Equity Securities

4. Resolution 4 – Approval of Issue of Placement Options

5. Resolution 5 – Approval of Issue of Options to Cygnet Capital Pty Ltd

6. Resolution 6 – Approval of Issue of Options to Tekkorp Capital LLC

7. Resolution 7 – Approval of Issue of Options to Julian Babarczy as part of Appointment

8. Resolution 8 – Approval of Issue of Performance Rights to Julian Babarczy as part of Appointment

9. Resolution 9 – Approval of Issue of Performance Rights to Marcus Gracey as part of Appointment

Adoption of New Constitution

10. Resolution 10 – Adoption of New Constitution

BY ORDER OF THE BOARD

Explanatory Statement

Resolutions

Ratification of Prior Issue of Securities

Background

ASX Listing Rules 7.1 and 7.1A

Information required by ASX Listing Rule 7.5

Directors’ recommendation

Resolution 3 – Ratification of Prior Issue of Options to Marcus Gracey

Background

ASX Listing Rule 7.1

Information required by ASX Listing Rule 7.5

Directors’ recommendation

Issue of Equity Securities

Resolution 4 – Approval of Issue of Placement Options

Background

ASX Listing Rule 7.1

Information Required by Listing Rule 7.3

Directors’ Recommendation

Resolution 5 – Approval of Issue of Options to Cygnet Capital Pty Ltd

Background

Information Required by Listing Rule 7.3

Directors’ Recommendation

Resolution 6 – Approval of Issue of Options to Tekkorp Capital LLC

Background

ASX Listing Rule 7.1

Information Required by Listing Rule 7.3

Directors’ Recommendation

Resolution 7 and 8 – Approval of Issue of Options and Performance Rights to Julian Babarczy as part of Appointment

Background

ASX Listing Rule 7.1

Information Required by Listing Rule 7.3

Directors’ Recommendation

Resolution 9 – Approval of Issue of Performance Rights to Marcus Gracey as part of Appointment

Background

ASX Listing Rule 7.1

Information Required by Listing Rule 7.3

Directors’ Recommendation

Adoption of New Constitution

Resolution 10 – Adoption of New Constitution

Professional Advice

Directors’ Recommendation

Enquiries

Glossary

Annexure A – Marcus Gracey – Key terms and conditions of engagement

Annexure B – Terms of Placement Options

( Exercise Notice ).

Annexure C – Key terms of Lead Manager Mandate

Annexure D – Terms of Success Options

( Exercise Notice ).

DATAWORKS GROUP LIMITED Proxy Solicitation & Information Statement 2020