DATAWORKS GROUP LIMITED — Proxy Solicitation & Information Statement 2020

Aug 5, 2020

IXUP Limited https://ixup.com/ Lot 10, Level 3, 5 - 7 Ross Street Parramatta NSW 2150 ACN: 612 182 368

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IXUP Limited

Notice of Extraordinary General Meeting Explanatory Statement | Proxy Form

8 September 2020

10:00AM AEST

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.

Contents

Contents
Venue and Voting Information	2
Notice of Extraordinary General Meeting – Resolutions	4
Notice of Extraordinary General Meeting – Explanatory Statement	6
Glossary	12
Annexure A – Terms of Options	Attached
Proxy Form	Attached

Important Information for Shareholders about the Company’s 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 6 August 2020.

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

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00 am (AEST) on 8 September 2020 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, Level 12, 680 George Street, Sydney NSW 2000
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.

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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.

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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 10.00 am (AEST) on 8 September 2020 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 10.00 am (AEST) on 6 September 2020.

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

Resolutions

1. Resolution 1 – Approval of Issue of Shares

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 150,000,000 Shares to Cygnet Capital Pty Limited as the Lead Manager to the Placement and its clients, 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 1 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 Shares; 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; 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.

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2. Resolution 2 – Approval of Issue of 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 8,000,000 unlisted Options, each exercisable at $0.02 per Option and expiring on 31 July 2024 , to Cygnet Capital Pty Limited as the Lead Manager to the Placement and its clients, 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 2 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

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

However, this does not apply to a vote cast in favour of Resolution 2 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; 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.

BY ORDER OF THE BOARD

Andrew Whitten Company Secretary

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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 10.00 am AEST on 8 September 2020 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 adviser.

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

Resolutions

Background

On 24 June 2020, the Company announced that it was undertaking a 100% underwritten 1-for-1 nonrenounceable, pro rata rights issue to raise $2,228,401 (before costs and subject to rounding) via the issue of 222,840,158 Shares at an issue price of $0.01 per Share ( Entitlement Offer ).

Shareholders on the Company register as at 7.00pm (AEST) on 29 June 2020 with a registered address in Australia or New Zealand were eligible to participate in the Entitlement Offer ( Eligible Shareholders ).

Eligible Shareholders who took up their full entitlement under the Entitlement Offer were able to apply for additional Shares in excess of their entitlement via a shortfall facility ( Shortfall Facility ).

On 23 June 2020, the Company signed a capital raising mandate ( Mandate ) and underwriting agreement ( Underwriting Agreement ) with Cygnet Capital Pty Limited ( Cygnet ) to lead manage and fully underwrite the Entitlement Offer.

Pursuant to the Mandate and Underwriting Agreement, the fee payable to Cygnet upon successful completion of the Entitlement Offer was an underwriting fee of 6% (plus GST) on all funds raised (being $133,704 (plus GST)) and the issue of 20,000,000 unlisted Options to Cygnet Capital Pty Limited and its clients, exercisable at $0.02 per Option on or before 31 July 2024 ( Success Options ).

In addition, the Mandate included a provision whereby if the shortfall under the Entitlement Offer was less than 50,000,000 Shares, Cygnet could exercise a top-up right to ensure that the total number of Shares to be allocated by Cygnet, including any shortfall, was not less than 50,000,000 Shares ( Top-Up Right ).

On 6 July 2020, the Company announced that the offer period for the Entitlement Offer would be extended, and the closing date would be 16 July 2020.

The Entitlement Offer closed at 5.00pm (AEST) on Thursday, 16 July 2020 and was oversubscribed by Eligible Shareholders.

On 27 July 2020, in response to the strong interest in the Entitlement Offer and ongoing economic uncertainty created by the COVID-19 pandemic, the Company and Cygnet agreed to vary the Mandate such that the total number of Shares which could be allocated by Cygnet pursuant to the Top-Up Right would be increased to 150,000,000 Shares at an issue price of $0.01 per Share raising up to $1.5 million (before costs), subject to shareholder approval ( Placement ).

The fee payable in respect of the Placement is:

• 6% of the aggregate amount of all funds raised over and above $500,000. Therefore, if $1.0 million in total is raised the fee payable will be calculated on $500,000 (being $30,000 (plus GST)) and if $1.5 million is raised the fee payable will be calculated on $1.0 million (being $60,000 (plus GST)); and

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• the issue of 8,000,000 unlisted Options (exercisable at $0.02 per Option on or before 31 July 2024).

This is in addition to the fees payable for the Underwriting.

On 30 July 2020, the Company issued the Success Options utilising its capacity under Listing Rule 7.1.

The following table outlines the current issued capital in the Company and the proposed issued capital, assuming the Resolutions are approved and the maximum number of securities are issued:

Security	Number on issue (current)	Number on issue (proposed)
Fully paid ordinary shares	445,680,316	595,680,316
Unlisted Options	96,051,469	104,051,469
Unlisted Performance Rights	14,750,000	14,750,000
TOTAL DILUTED	556,481,785	714,481,785

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Resolution 1 – Approval of Issue of Shares

Background

This Resolution seeks Shareholder approval to issue and allot up to 150,000,000 fully paid ordinary shares in the Company to Cygnet Capital Pty Limited as the Lead Manager to the Placement and its clients at an issue price of $0.01 per Share to raise up to $1.5 million (before costs).

ASX Listing Rule 7.1

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

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 Shares under and for the purposes of Listing Rule 7.1.

If this Resolution is passed, the issue of the Shares 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 Shares are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the Shares 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 Shares 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 allottees will be Cygnet Capital Pty Limited ABN 88 103 488 606 as the Lead Manager to the Placement and its clients. In addition to Cygnet reserving its right to subscribe on its own account as principal for Shares under the Placement, directors and employees of Cygnet may also participate on their own account in their absolute and individual discretion. Entities related to Darien Jagger and Jonathan Rosham, the principals of Cygnet Capital Pty Limited, the Company’s corporate advisor, may also participate in the Placement.

• (b) The maximum number of Shares to be issued is 150,000,000.

• (c) The Shares will be fully paid on issue and rank equally in all aspects with all existing fully paid ordinary shares previously issued by the Company.

• (d) These Shares 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 Shares will be offered at an issue price of $0.01 per Share, to raise up to $1.5 million.

• (f) Funds raised from the issue of the Shares will be used by the Company to fund the existing business operations of IXUP with a focus on the commercialisation of the IXUP data analytics and collaboration platform and to provide general working capital.

• (g) The Shares are being issued under an agreement between the Company and Cygnet Capital Pty Limited. The material terms of the agreement are:

• (i) Fees : 6% of the aggregate amount of all funds raised over and above $500,000 and the issue of 8,000,000 unlisted Options (exercisable at $0.02 per Option on or before 31 July 2024);

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• (ii) Shareholder Approval : the issue of up to 150,000,000 Shares and issue of 8,000,000 Options are subject to shareholder approval;

• (iii) Best Endeavours : the Placement will be completed on a best endeavours basis; and

• (iv) Right to participate : Cygnet Capital Pty Limited reserves its right to participate in the Placement on its own account and directors and employees of Cygnet Capital Pty Limited may also participate in their respective absolute and individual discretion.

Directors’ Recommendation

The Board of Directors recommend Shareholders vote for this Resolution.

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Resolution 2 – Approval of Issue of Options

Background

This Resolution seeks Shareholder approval to issue and allot up to 8,000,000 unlisted Options to Cygnet Capital Pty Limited as the Lead Manager to the Placement and its clients, each exercisable at $0.02 per Option and expiring on 31 July 2024.

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

ASX Listing Rules 7.1

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

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 Options under and for the purposes of Listing Rule 7.1.

If this Resolution is passed, the issue of the 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 Options are issued.

If this Resolution is not passed, and the Company proceeds with the issue, the 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 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 allottees will be Cygnet Capital Pty Limited ABN 88 103 488 606 as the Lead Manager to the Placement and its clients. Entities related to Darien Jagger and Jonathan Rosham, the principals of Cygnet Capital Pty Limited, the Company’s corporate advisor, may also be issued Options.

• (b) The maximum number of Options to be issued is 8,000,000.

• (c) The full terms of the Options are set out in Annexure A of this Notice of Meeting.

• (d) These 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 Options will be offered for nil cash consideration.

• (f) Funds will not be raised from the issue of the Options. The purpose of the issue of the Options is as part consideration for acting as Lead Manager to raise funds for the Company under the Placement. In addition to the issue of the Options, the fee payable in relation to the Placement is 6% of the aggregate amount of all funds raised over and above $500,000, as described above in the Background to the Resolutions. The Placement will be undertaken following the approval of shareholders, if obtained, at the EGM.

• (g) The Options are being issued under an agreement between the Company and Cygnet Capital Pty Limited. The material terms of the agreement are:

• (i) Fees : 6% of the aggregate amount of all funds raised over and above $500,000 and the issue of 8,000,000 unlisted Options (exercisable at $0.02 per Option on or before 31 July 2024);

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• (ii) Shareholder Approval : the issue of up to 150,000,000 Shares and issue of 8,000,000 Options are subject to shareholder approval;

• (iii) Best Endeavours : the Placement will be completed on a best endeavours basis; and

• (iv) Right to participate : Cygnet Capital Pty Limited reserves its right to participate in the Placement on its own account and directors and employees of Cygnet Capital Pty Limited may also participate in their respective absolute and individual discretion.

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.

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Glossary

AEST means Australian Eastern Standard 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.

Chair means the person chairing the Meeting.

Company means IXUP Limited ACN 612 182 368.

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

Cygnet means Cygnet Capital Pty Limited ACN 103 488 606.

Director means a current director of the Company.

Dollar or “ $ ” means Australian dollars.

Entitlement Offer means the fully underwritten 1-for-1 non-renounceable, pro rata rights issue to raise $2,228,401 via the issue of 222,840,158 fully paid ordinary shares at an issue price of $0.01 per Share as announced by the Company on 24 June 2020.

Equity Security means a Share, a right to a Share or option, an option, a convertible security and any security that ASX decides to classify as an equity security.

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.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary meeting dated 6 August 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.

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.

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 Limited, Level 12, 680 George Street, Sydney NSW 2000.

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Annexure A – Terms of 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 at 5.00pm (AEST) on 31 July 2024 ( 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 2 cents (A$0.02) ( 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 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.

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• 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.

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IXUP LIMITED ABN 85 612 182 368

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au BY MAIL  IXUP Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000;  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of IXUP Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Extraordinary General Meeting of the Company to be held at 10:00am (AEST) on Tuesday, 8 September 2020 at Level 5, 126 Phillip Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

For Against Abstain * 1 Approval of Issue of Shares

2 Approval of Issue of Options

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

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

IXUP PRX2001A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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

APPOINTMENT OF PROXY

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

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.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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.

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.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

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

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 below by 10:00am (AEST) on Sunday, 6 September 2020, 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 

www.linkmarketservices.com.au

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

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

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To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

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

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delivering it to Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

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

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