DIGITALX LIMITED — AGM Information 2020

Oct 26, 2020

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ASX ANNOUNCEMENT

27 October 2020

Letters to Shareholders regarding Annual General Meeting

Dear Shareholder

DigitalX Limited (the Company ) will be holding its annual general meeting of shareholders at 10:00am (WST) on 26 November 2020 ( Meeting ) at The Blockchain Centre, Suite 1, Level 2, 66 Kings Park Road, West Perth WA 6005 and online via the Lumi software platform.

In accordance with temporary modifications to the Corporations Act under the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link https://www.digitalx.com/asx-announcements.

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company’s share registry, Computershare Investor Services Pty Limited by:

post to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001

Proxy votes may also be lodged online using the following link: www.investorvote.com.au

Your proxy voting instruction must be received by 10:00am (WST) on 24 November 2020, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Computershare Investor Services Pty Limited on 1300 850 505.

To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be able to be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting, as detailed above.

The Company will continue to closely monitor guidance from the Federal and State Government for any impact on the proposed arrangements for the Meeting. If any changes are required, the Company will advise Shareholders by way of announcement on ASX and the details will also be made available on our website at www.digitalx.com.

-ENDS-

Suite 1, Level 2, 66 Kings Park Road, West Perth WA 6005 ● T: +61 8 9322 1587 ● E: info@digitalx.com

Authorised by the Board of Directors of DigitalX Limited.

For further information, please contact

DigitalX Limited

Leigh Travers Executive Director leigh@digitalx.com T: +61 439 376 847

About DigitalX

DigitalX is a technology and investment company specialising in the commercialisation of blockchain and distributed ledger technology. The Company offers blockchain consulting and product development services for businesses seeking to leverage the benefits of digital technology. DigitalX offers low-cost, traditional asset management products for qualified investors to gain exposure to the growing alternative asset class of digital assets, including Bitcoin.

DIGITALX LIMITED ACN 009 575 035

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME:	10:00 am (WST)
DATE:	26 November 2020
PLACE:	The Blockchain Centre, Suite 1, Level 2
	66 Kings Park Road WEST PERTH WA 6005
	and
	Online via the Lumi software platform*

*In light of potential restrictions on public gatherings arising from the COVID-19 pandemic that may be in place at the date of the Annual General Meeting, the Meeting will be webcast live online via the Lumi software platform. Shareholders are encouraged to attend, vote and ask questions online using their computer or mobile device by following the instructions outlined in this Notice of Meeting.

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm WST on 24 November 2020.

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BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2020.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER RUBINSTEIN

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

“That, for the purpose of rule 14.2(b)(iv) of the Constitution, ASX Listing Rule 14.5 and for all other purposes, Mr Peter Rubinstein, a Director who was last elected on 21 November 2019, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – RE-APPROVAL OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

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

“That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders re-approve the Company’s Performance Rights and Option Plan and for the issue of securities under that Incentive Plan, on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO DIRECTOR IN LIEU OF FEES – MR TOBY HICKS

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 1,041,667 Fully Paid Ordinary Shares to Mr Toby Hicks (or his nominee) in satisfaction of $50,000 of his cash remuneration for the 12-month period 1 April 2020 to 31 March 2021 on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES TO DIRECTOR IN LIEU OF FEES – MR LEIGH TRAVERS

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,041,667 Fully Paid Ordinary Shares to Mr Leigh Travers (or his nominee) in satisfaction of $50,000 of his cash remuneration for the 12-month period 1 April 2020 to 31 March 2021 on the terms and conditions set out in the Explanatory Statement.”

7. RESOLUTION 6 – APPROVAL TO ISSUE SHARES TO DIRECTOR IN LIEU OF FEES – MR PETER RUBINSTEIN

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,041,667 Fully Paid Ordinary Shares to Mr Peter Rubinstein (or his nominee) in satisfaction of $50,000 of his cash remuneration for the 12-month period 1 April 2020 to 31 March 2021 on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 7 – APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,136,634 Shares on the terms and conditions set out in the Explanatory Statement.”

Dated: 27 October 2020 By order of the Board

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Shannon Coates Company Secretary

Voting Prohibition Statements

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 3 – Re- Approval of Incentive Performance Rights and Options Plan	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 4 – Approval to Issue Shares to Director In Lieu of Fees – Mr Toby Hicks
Resolution 5 – Approval to Issue Shares to Director In Lieu of Fees – Mr Leigh Travers
Resolution 6 – Approval to Issue Shares to Director in Lieu of Fees – Mr Peter Rubinstein

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 3 – Re- Approval of Incentive Performance Rights and Options Plan	A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.
Resolution 4 – Approval to Issue Shares to Director In Lieu of Fees – Mr Toby Hicks	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Toby Hicks) or an associate of that person or those persons.
Resolution 5 – Approval to Issue Shares to Director In Lieu of Fees – Mr Leigh Travers	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Leigh Travers) or an associate of that person or those persons.
Resolution 6 – Approval to Issue Shares to Director in Lieu of Fees – Mr Peter Rubinstein	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Peter Rubinstein] or an associate of that person or those persons.
Resolution 8 - Ratification of prior issue of shares – Listing Rule 7.1	A person who participated in the issue or is a counterparty to the agreement being approved (namely Mr Jonathon Sean Carley) or an associate of that person or those persons.

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

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

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

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

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

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

Voting in person

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

Attending and voting online

Shareholders, or their attorneys, who wish to participate online may do so:

• from their computer, by entering the URL in their browser: https://web.lumiagm.com; or

• from their mobile device by either entering the URL in their browser or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.

If you choose to participate in the Meeting online, registration will be open at 12:00pm WST. You can log in to the Meeting by entering:

• the Meeting ID, which is 328-350-840;

• your username, which is your SRN/HIN;

• your password, which is the postcode registered to your holding if you are an Australian securityholder. Overseas securityholders and proxy holders should refer to the Lumi Online Meeting Guide for their password details.

Attending the meeting online enables Shareholders to view the Meeting live and also to ask textbased questions and cast votes in the real time poll, at the appropriate time. Please note that if you join the Meeting online as a Shareholder, any proxy vote previously lodged will be withdrawn. Consequently, for your vote to count you will need to use the voting button in the Lumi software at the time the Chair calls a poll.

Further details are set out in the Lumi Online Meeting Guide annexed to this Notice of Meeting as Annexure C.

Questions at the meeting

Please note, only Shareholders may ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions prior to the Meeting. A Shareholder who is entitled to vote at the Meeting may submit a written question to the Company in advance of the Meeting.

We ask that all pre-Meeting questions be received by the Company no later than five (5) business days before the date of the Meeting, being 19 November 2020. Any questions should be directed to info@digitalx.com.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

• Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 9 9322 1587.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2020 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.digitalx.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the Remuneration Report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

The Chair of the meeting must allow a reasonable opportunity for shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR PETER RUBINSTEIN

3.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

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The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Peter Rubinstein, who has served as a Director since 15 September 2017 and was last re-elected on 21 November 2019, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Rubinstein has over 20 years’ experience in early stage technology commercialisation through to public listings on the ASX. He is a lawyer by training, having worked at one of the large national firms prior to moving in house at Montech, the commercial arm of Monash University.

Mr Rubinstein has had significant exposure to the creation, launch and management of a diverse range of technology companies including in biotech, digital payments and renewable energy.

Mr Rubinstein is a Non-Executive Director of Genetic Technologies Limited (ASX:GTG) and Chairman of EasyPark ANZ an early adopter in the “Smart City” opportunities for digital parking.

Independence

If re-elected, the Board considers Mr Rubinstein will not be an independent director .

3.3 Board recommendation

The Board has reviewed Mr Rubinstein’s performance since his appointment to the Board and considers that Mr Rubinstein’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Rubinstein and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-APPROVAL INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

Resolution 3 seeks Shareholder re-approval of the Company’s employee incentive scheme titled ”DigitalX Limited Performance Rights and Option Plan” ( Plan ) and for the issue of Performance Rights and Options under the Plan in accordance with ASX Listing Rule 7.2 (Exception 13(b)).

The objective of the Incentive Plan when it was first adopted was to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Incentive Plan and the future issue of Performance Rights or Options under the Incentive Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

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 shares it had on issue at the start of that period.

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

annual general meeting in 2017, and therefore in order for the Company to continue to rely on Listing Rule 7.2 (Exception 13(b)), the Plan needs to be reapproved at this Meeting.

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

If Resolution 3 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of Securities stated in Section 4.1(c)(c) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 3 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights or Options.

4.1 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 3:

• (a) a summary of the key terms and conditions of the Plan is set out in Annexure A;

• (b) the Company has issued 28,500,000 Performance Rights and 19,000,000 Options under the Plan since the Plan was last approved by Shareholders on 20 October 2017; and

• (c) the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 46,288,407. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

5. RESOLUTIONS 4 TO 6 – APPROVAL TO ISSUE SHARES TO DIRECTORS IN LIEU OF FEES - TOBY HICKS, PETER RUBINSTEIN AND LEIGH TRAVERS

5.1 General

As announced on 29 April 2020, as a result of COVID-19 and to ensure the Company was in a position to continue to direct the funds necessary into the growth of its business and driving that business forward:

• (a) Non-executive Directors Toby Hicks and Peter Rubinstein agreed, subject to Shareholder approval, to defer their Director fees for up to 12 months (up to $50,000 each) and to convert those deferred Director fees into Shares; and

• (b) Executive Director Mr Leigh Travers agreed, subject to Shareholder approval, to defer up to $50,000 of his annual executive salary and to convert that portion of his remuneration into Shares.

Each of Messrs Hicks, Travers and Rubinstein has entered into a Deed of Acknowledgement – Director Fees ( Deed ). Pursuant to those Deeds, the deemed issue price for the Director Shares will be the volume weighted average price of the Company’s shares trading on ASX over the 30 trading days prior to the date of this Notice of Annual General, being $0.048.

Accordingly, the Company is seeking shareholder approval to issue a total of 3,125,001 Shares, being 1,041,667 Shares each to Messrs Toby Hicks (Resolution 4), Leigh Travers (Resolution 5) and Peter Rubinstein (Resolution 6) (or their nominee(s)) in lieu of $50,000 in their respective Director fees or salary from 1 April 2020 to 31 March 2021.

It is proposed that the Director Shares be issued under the Company’s Employee Share Plan ( Share Plan ), previously approved by Shareholders at the 2019 Annual General Meeting.

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Director Fee Shares to the Directors (or their nominees) constitutes giving a financial benefit and the Directors are a related party of the Company by virtue of being Directors. However the Directors note that the Shares for which approval is being sought is in lieu of cash remuneration that would otherwise be payable to them and is not in addition to their cash salaries.

5.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit a director of the entity or an associated of a director of the entity to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities.

Resolutions 4 to 6 therefore seek the required Shareholder approval for the issue of the Shares to the Directors under the Share Plan for the purposes of Listing Rule 10.14.

If Resolutions 4 to 6 are passed, the Company will be able to proceed with the issue of Shares to the Directors under the Plan to the Directors within three years

after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Fee Shares (because approval is being obtained under Listing Rule 10.14), the issue of the Director Fee Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 4 to 6 are not passed, the Company will not be able to proceed with the issue of the Director Fee Shares and the Directors will continue to be paid cash for their services, including outstanding fees owing to them from the period 1 April to the date of the Meeting, and ongoing from that date.

5.4 Technical Information required by Listing Rule 10.15

Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to Resolutions 4 to 6:

• (a) the Director Fee Shares will be issued to the following persons:

• (i) Toby Hicks (or their nominee) pursuant to Resolution 4;

• (ii) Peter Rubinstein (or their nominee) pursuant to Resolution 5; and

• (iii) Leigh Travers (or their nominee) pursuant to Resolution 6,

• each of whom falls within the category set out in Listing Rule 10.11.1 and 10.14.1 by virtue of being a Director;

• (b) the maximum number of Director Fee Shares to be issued to the Directors (being the nature of the financial benefit proposed to be given) is 3,125,001 comprising:

• (i) 1,041,667 Director Fee Shares to Toby Hicks (or their nominee) pursuant to Resolution 5;

• (ii) 1,041,667 Director Fee Shares to Peter Rubinstein (or their nominee) pursuant to Resolution 6: and

• (iii) 1,041,667 Director Fee Shares to Leigh Travers (or their nominee) pursuant to Resolution 7,

• (c) Messrs Hicks and Rubinstein each are currently entitled to directors’ fees of $50,000 per annum (plus superannuation), however have not been paid for their services since 1 April 2020 as referred to above. Mr Travers is paid a salary of approximately $200,000 (plus superannuation) per year, however has agreed to the deferral of an amount of $50,000 pending the outcome of Resolution 7 at the Meeting;

• (d) neither Mr Hicks, Mr Rubinstein nor Mr Travers have previously received any Shares under the Plan;

• (e) the Shares to be issued are intended to be issued shortly after the Meeting for outstanding fees owing to the Directors, and then at the end of December 2020 for fees outstanding at that time, and then on or around 31 March 2021, but in any event not will be issued later than 3 years after the date of the Meeting in accordance with the Listing Rules;

• (f) the Shares will be issued at a deemed issue price of $0.048. The Company will not receive any other consideration in respect of the issue of the Director Fee Shares (other than in respect of funds received on exercise of the Director Fee Shares). However, the Company will extinguish the outstanding liability to the Directors for fees accrued but not paid;

• (g) the purpose of the issue of the Shares is as announced by the Company on 27 April 2020, that is to manage the cash costs of the Company during the period of uncertainty that arose as a result of the onset of the CV-19 pandemic. The pricing of the issue of the Shares has been determined using a wide range VWAP so that the Directors do not benefit from small changes to the share price prior to the consideration of these Resolutions at the Meeting;

• (h) the Director Fee Shares are fully paid ordinary shares in the capital of the Company on the same terms as existing Shares on issue;

• (i) a summary of the terms of the Share Plan is set out in Annexure B to this Notice;

• (j) no loan is being made relating to the issue of the Shares; and

• (k) details of the Shares issued under Resolutions 4 to 6 will be published in the annual report of the Company relating to the period in which they are issued (being the 2021 financial year), along with a statement that they were issued under approval obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in any issue of securities under the Share Plan after these Resolutions are passed and who was not named in this Notice will not participate in the Share Plan until approval is obtained.

6. RESOLUTION 7 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

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.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

Resolution 7 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 7 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 7 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

6.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 7:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 6.2(b)(i), the date on which the Equity Securities are issued.

(b) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for working capital to grow its existing blockchain based consulting and product development business.

(c) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 7 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 2 October 2020.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

			Dilution	Dilution	Dilution
Number of Shares on Issue (Variable A in Listing Rule 7.1A.2)		Shares issued – 10% voting dilution		Issue Price
			$0.0185	$0.037	$0.074
			50% decrease	Issue Price	50% increase
				Funds Raised
Current	617,178,763 Shares	61,717,876 Shares	$1,141,781	$2,283,561	$4,567,123
50% increase	925,768,145 Shares	92,576,814 Shares	$1,712,671	$3,425,342	$6,850,684
100% increase	1,234,357,526 Shares	123,435,753 Shares	$2,283,561	$4,567,123	$9,134,245

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently Shares on issue comprising:

2. (a) 605,628,549 existing Shares as at the date of this Notice of Meeting;

3. (b) 608,753,550 Shares which will be issued if Resolutions 4 to 6 are passed at this Meeting; and

4. The issue price set out above is the closing market price of the Shares on the ASX on 2 October 2020.

5. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

6. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

7. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

8. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

9. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

10. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

11. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

• (e) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 21 November 2019 ( Previous Approval ).

During the 12 month period preceding the date of the Meeting, being on and from 26 November 2019, the Company has not issued any Equity Securities pursuant to the Previous Approval.

6.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

7. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1

7.1 General

On 1 September 2020, the Company issued 1,136,634 Shares at a deemed issued price of $0.04 pursuant to the employment terms of the Company’s Chief Financial Officer.

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 12 month period.

The issue of these Shares does not fit within any of these exceptions and, as it has not yet been approved by 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 date of issue of the Shares.

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 that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of these Shares.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 8 is passed, the Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of those Shares.

If Resolution 8 is not passed, the Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of these Shares.

7.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 8:

• (a) The Shares were issued to the Company’s Chief Financial Officer pursuant to the terms of his original employment contract which required that Chief Financial Officer to achieve measurable objectives in relation to the Company’s financial management;

• (b) 1,136,634 Shares were issued and they were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) The Shares were issued on 1 September 2020;

• (d) The Shares were issued for nil cash consideration and no funds were received from the issue;

• (e) the purpose of the issue was as set out in (a) above; and

• (f) the Shares were issued under the employment agreement entered into with the Chief Financial Officer when he was engaged by the Company.

GLOSSARY

10% Placement Capacity has the meaning given in Section 7.

A$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means DigitalX Limited (ACN 009 575 035).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of A$300,000,000.

Equity Securities includes 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.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2020.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.

ANNEXURE A – SUMMARY OF INCENTIVE PLAN

The material terms and conditions of the Performance Rights and Options Plan ( Plan ) are as follows:

• (a) Eligibility : Participants in the Plan may be:

• (i) a Director (whether executive or non-executive) of the Company and any Associated Body Corporate of the Company (each, a Group Company );

• (i) a full or part time employee of any Group Company;

• (ii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or

• (iii) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Options or Performance Rights (Awards) under the Plan (Eligible Participant).

• (b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.

• (c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

• (d) Issue price: Performance Rights granted under the Plan will be issued for nil cash consideration. Unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration.

• (e) Exercise price : The Board may determine the Option exercise price (if any) for an Option offered under that Offer in its absolute discretion. To the extent the Listing Rules specify or require a minimum price, the Option exercise price must not be less than any minimum price specified in the Listing Rules.

• (f) Vesting conditions: An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards ( Vesting Conditions ).

• (g) Vesting : The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards

have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:

• (i) special circumstances arising in relation to a Relevant Person in respect of those Awards, being:

• (A) a Relevant Person ceasing to be an Eligible Participant due to:

  • (I) death or total or permanent disability of a Relevant Person; or

  • (II) retirement or redundancy of a Relevant Person;

• (B) a Relevant Person suffering severe financial hardship;

• (C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant offer made to and accepted by the Participant; or

• (D) any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant,

( Special Circumstances ), or

• (ii)

a change of control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

(h) Lapse of an Award : An Award will lapse upon the earlier to occur of:

• (i) an unauthorised dealing, or hedging of, the Award occurring;

• (ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (g) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iii) in respect of unvested Awards only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (g) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) in respect of vested Awards only, a Relevant Person ceases to be an Eligible Participant and the Award granted in respect of that Relevant Person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

• (v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

• (vi) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award; and

• (vii) the expiry date of the Award.

• (i) Not transferrable : Subject to the Listing Rules, Awards are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

• (j) Shares : Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue.

• (k) Sale restrictions : The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Awards ( Restriction Period ). In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period.

• (l) Quotation of Shares: If Shares of the same class as those issued under the Plan are quoted on the ASX, the Company will, subject to the Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the Shares ends.

• (m) No participation rights : There are no participation rights or entitlements inherent in the Awards and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards without exercising the Award.

• (n) Change in exercise price of number of underlying securities: An Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.

• (o) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reorganisation.

• (p) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Award granted under the Plan including giving any amendment retrospective effect.

ANNEXURE B – SUMMARY O F SHARE PLAN

The key terms of the Employee Share Plan are as follows:

• (a) Eligibility: Participants in the Scheme may be Directors, full-time and part-time employees of the Company or any of its subsidiaries (Participants).

• (b) Administration of Plan: The Board is responsible for the operation of the Plan and has a broad discretion to determine which Participants will be offered Shares under the Plan.

• (c) Offer: The Board may issue an offer to a Participant to participate in the Plan. The offer:

• (i) will invite application for the number of Shares specified in the offer;

• (ii) will specify the issue price for the Shares or the manner in which the Issue Price is to be calculated;

• (iii) may invite applications for a loan up to the amount payable in respect of the Shares accepted by the Participant in accordance with the offer;

• (iv) will specify any restriction conditions applying to the Shares;

• (v) will specify an acceptance period; and

• (vi) specify any other terms and conditions attaching to the Shares.

• (d) Issue price: the issue price of each Share will be not less the volume weighted average price at which Shares were traded on the ASX over the 10 trading days up to and including the actual date of acceptance of the Shares offered under the Offer.

• (e) Restriction Conditions: Shares may be subject to restriction conditions (such as a period of employment) which must be satisfied before the Shares can be sold, transferred, or encumbered. Shares cannot be sold, transferred or encumbered until any loan in relation to the Shares has been repaid or otherwise discharged under the Plan.

• (f) Loan: A Participant who is invited to subscribe for Shares may also be invited to apply for a loan up to the amount payable in respect of the Shares accepted by the Participant ( Loan ), on the following terms:

• (i) the Loan will be interest free;

• (ii) the Loan made available to a Participant shall be applied by the Company directly toward payment of the issue price of the Shares;

• (iii) the Loan repayment date and the manner for making such payments shall be determined by the Board and set out in the offer;

• (iv) a Participant must repay the Loan in full by the loan repayment date but may elect to repay the Loan amount in respect of any or all of the Shares at any time prior to the loan repayment date;

• (v) the Company shall have a lien over the Shares in respect of which a Loan is outstanding and the Company shall be entitled to sell those Shares in accordance with the terms of the Plan;

• (vi) a Loan will be non-recourse except against the Shares held by the Participant to which the Loan relates; and

• (vii) the Board may, in its absolute discretion, agree to forgive a Loan made to a Participant.

• (g) Unfulfilled Restriction Condition: Where a restriction condition in relation to Shares is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board, the Company must, unless the restriction condition is waived by the Board, either:

• (i) buy back and cancel the relevant Shares within 12 months of the date the restriction condition was not satisfied (or became incapable of satisfaction) under Part 2J.1 of the Corporations Act at a price equal to the cash consideration paid by the Participant for the Plan Shares (with any Loan not being treated as cash consideration but any Loan Amount repayments by the Participant being treated as cash consideration); or

• (ii) arrange to sell the Shares as soon as reasonably practicable either on the ASX or to an investor who falls within an exemption under section 708 of the Corporations Act provided that the sale must be at a price that is no less than 80% of the volume weighted average price at which Shares were traded on the ASX on the 10 trading days before the sale date and apply the sale proceeds ( Sale Proceeds ) in the following priority:

  • (A) first, to pay the Company any outstanding Loan Amount (if any) in relation to the Shares and the Company’s reasonable costs in selling the Shares;

  • (B) second, to the extent the Sale Proceeds are sufficient, to repay the Participant any cash consideration paid by the Participant or Loan Amount repayments (including any cash dividends applied to the Loan Amount) made by or on behalf of the Participant; and

  • (C) lastly, any remainder to the Company to cover its costs of managing the Plan.

• (h) Sale of Shares to repay Loan: A Loan shall become repayable in full where:

• (i) the Participant (or, where the Participant is an Associate of an Eligible Employee, the Eligible Employee) ceases to be an Eligible Employee for any reason (including death);

• (ii) the Participant suffers an event of insolvency;

• (iii) the Participant breaches any condition of the Loan or the Plan; or

• (iv) a Restriction Condition in relation to Shares subject to the Loan is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board (and is not waived).

• (v) Where a Loan becomes repayable and at that time a Restriction Condition in relation to Shares subject to the Loan is not satisfied, or is incapable of being satisfied in the opinion of the Board (and is not

waived), the Shares must be sold and the Sale Proceeds applied to repay the Loan in accordance the Plan.

• (vi) Where a Loan in relation to Shares becomes repayable and at that time Restriction Conditions in relation to the Shares have either been satisfied or are waived, the Company must give the Participant a 30 day period to repay the Loan, failing which the Company must sell the Shares and apply the Sale Proceeds in accordance with the Plan.

• (i) Power of Attorney: The Participant irrevocably appoints each of the Company and each director of the Company severally as his or her attorney to do all things necessary to give effect to the sale of the Participant’s Shares in accordance with the Plan.

• (j) Plan limit: The Company must take reasonable steps to ensure that the number of Shares offered by the Company under the Plan when aggregated with:

• (i) the number of Shares issued during the previous 5 years under the Plan (or any other employee share plan extended only to Eligible Employees); and

• (ii) the number of Shares that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive scheme of the Company were to be exercised or accepted,

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with relevant ASIC Class Orders).

• (k) Restriction on transfer: Participants may not sell or otherwise deal with a Plan Share until the Loan Amount in respect of that Plan Share has been repaid and any restriction conditions in relation to the Shares have been satisfied or waived. The Company is authorised to impose a holding lock on the Shares to implement this restriction.

• (l) Quotation on ASX: The Company will apply for each Plan Share to be admitted to trading on ASX upon issue of the Plan Share. Quotation will be subject to the ASX Listing Rules and any holding lock applying to the Shares.

• (m) Rights attaching to Shares: Each Plan Share shall be issued on the same terms and conditions as the Company’s issued Shares (other than in respect of transfer restrictions imposed by the Plan) and it will rank equally with all other issued Shares from the issue date except for entitlements which have a record date before the issue date.

Online meeting guide

Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID Australian residents Overseas Residents Appointed Proxies Meeting ID : > Username > Username To receive your 328-350-840 (SRN or HIN) and (SRN or HIN) and unique username and > Password > Password (three-character password, please contact Computershare Investor (postcode of your country code) e.g. New Services on +61 3 9415 registered address). Zealand - NZL; United 4024 during the online Kingdom - GBR; United States of America - USA; registration period which Canada - CAN. will open 1 hour before the start of the meeting.

A full list of country codes is provided at the end of this guide.

Participating at the meeting

• 1 To participate in the meetingyou will be required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

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• 2 To proceed into the meeting, you will need to read and accept the Terms & Conditions

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information. Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

• 4 To register as a proxyholder , select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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5 and enter your name and email address. To register as a guest , select 'Guest'

• 6 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.

• 8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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• 9 When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, tap one of the voting options. Your response will be highlighted

• To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

©2020 Computershare Limited. Computershare and the Computershare logo are registered trademarks of Computershare Limited. No part of this document can be reproduced, by any means, without the prior and express written consent of Computershare.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AWST) on Tuesday, 24 November 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 184326

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of DigitalX Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of DigitalX Ltd to be held at The Blockchain Centre, Suite 1, Level 2, 66 Kings Park Road, West Perth, WA 6005 and online via the Lumi software platform on Thursday, 26 November 2020 at 10:00 AM (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 3, 4, 5 and 6 (except where I/we have indicated a different voting intention in step 2) even though Items 1, 3, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1, 3, 4, 5 and 6 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1 Adoption of Remuneration Report

• 2 Re-election of Director – Mr Peter Rubinstein

• 3 Re-approval of Incentive Performance Rights and Options Plan

• 4 Approval to issue Shares to Director in Lieu of Fees – Mr Toby Hicks

• 5 Approval to issue Shares to Director in Lieu of Fees – Mr Leigh Travers

• 6 Approval to issue Shares to Director in Lieu of Fees – Mr Peter Rubinstein

• 7 Approval of 10% Placement Capacity

• 8 Ratification of prior issue of Shares – Listing Rule 7.1

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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