DOTZ NANO LIMITED — AGM Information 2018

May 10, 2018

11 May 2018

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ASX ANNOUNCEMENT

ADDENDUM TO NOTICE OF GENERAL MEETING

Dotz Nano Limited (ASX: DTZ) (“Dotz Nano” or the “Company”) , has issued an Addendum to the Notice of General Meeting for the shareholders’ meeting convened for 10. 30am (AEST) on 31 May 2018:

The purpose of the Addendum is to:

• add a new Resolution 8 for the Ratification of prior issue of Securities and to update disclosure in the Explanatory Statement accordingly; and

• add a new Resolution 9 for the Approval to issue Shares to Dr Moti Gross and to update disclosure in the Explanatory Statement accordingly.

The Addendum and replacement Proxy Form is attached and will be dispatched to shareholders accordingly.

For further information, please contact the Company Secretary on +61 (0) 414 864 746.

Ian Pamensky Company Secretary

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FOR FURTHER INFORMATION:

Company Secretary

Ian Pamensky ian@cfo2grow.com.au +61 (0) 414 864 746

About Dotz Nano

Dotz Nano Limited (ASX: DTZ) is a technology company focusing on the development, manufacture and commercialisation of GQD/CDs. Its vision is to be the premier producer of GQD/CDs by producing and supplying high quality GQD/CDs for use in various applications including medical imaging, sensing, consumer electronics, energy storage, solar cells and computer storage.

To learn more about Dotz Nano please view the website and our corporate video via the following link: www.dotznano.com

Dotz Nano Limited ACN 125 264 575 T: +61 414 864 746 A: L14, 330 Collins Street, Melbourne, VIC, 3000

Dotz Nano Limited ACN 125 264 575

1. Addendum to Notice of Annual General Meeting

Dotz Nano Limited ACN 125 264 575 ( Company ) gives notice to Shareholders that, in relation to the Notice of Annual General Meeting dated 30 April 2018 ( Notice of AGM ) in respect of an annual general meeting of members to be held at 10:30am (AEST) on 31 May 2018 at Level 14, 330 Collins Street, Melbourne, Victoria 3000 ( AGM ), the Directors have determined to issue this addendum to the Notice of AGM ( Addendum ) for the purposes set out below.

The Company has determined to include a further two ordinary resolutions for consideration by Shareholders. The additional resolutions relate to the ratification of prior issues of securities and approval to issue securities to Director Dr Moti Gross.

2. Replacement Proxy Form

Annexed to this Addendum is a replacement Proxy Form. To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the AGM (including the Resolutions set out below), Proxy Forms annexed to the original Notice of AGM, whether duly completed or not, WILL NOT be accepted by the Company or counted in relation to the Resolutions to be voted on by Shareholders at the AGM.

To attend the AGM and vote on the Resolutions by proxy please complete and return the replacement proxy form annexed to this Addendum, or follow the instructions on the form to vote online.

3. Defined Terms

Capitalised terms which are not defined in this Addendum but which are defined in the Notice of AGM have the same meaning in this Addendum.

4. Important

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting. Should you wish to discuss the matters set out in this Addendum, please do not hesitate to contact the Company Secretary on +61 414 864 746 or by email on ian@cfo2grow.com.au.

5. New Ordinary Resolutions

The following new Resolutions are inserted into the Notice of AGM, immediately following Resolution 7.

– 5.1 Resolution 8 Ratification of prior issue of Securities

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

"That pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,173,108 Securities under Listing Rule 7.1 on the terms and conditions in the Explanatory Memorandum".

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue and their respective associates.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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• it is cast by the Chairperson as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5.2

– Resolution 9 Approval to issue Shares to Dr Moti Gross

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

"That pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of 775,000 Shares to Dr Moti Gross (or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by Dr Moti Gross (and his nominee) and any associates of those persons.

The Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In accordance with sections 250BD and 250R of the Corporations Act, a vote on Resolution 9 must not be cast (in any capacity) by, or on behalf of:

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• a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

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• a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 9 if the vote is not cast on behalf of a person who is excluded from voting on those Resolutions and:

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• the person is appointed as proxy by writing that specifies the way the proxy is to vote on those Resolution; or

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• the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

The Chair intends to exercise all available proxies in favour of Resolution 9.

By order of the Board

Ian Pamensky Company Secretary Dated: 10 May 2018

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Explanatory Memorandum

1. Explanatory information in relation to new Resolutions 8 and 9

The following is inserted after Section 7 in the Explanatory Memorandum to the Notice of AGM:

8. Resolution 8 - Ratification of prior issue of Securities

8.1 Background

The Company proposes to issue 5,748,108 Shares and 3,425,000 Options pursuant to this Resolution 8 prior to the meeting to unrelated parties, primarily in lieu of cash payments:

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• for various services provided to the Company including business development, marketing, investor relations or capital raising services;

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• owing as commissions on distribution arrangements; and

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• owing to employees as cash bonuses.

Resolution 8 seeks the ratification of Shareholders pursuant to Listing Rule 7.4 for the issue of the Securities.

As at the date of this Notice, the Securities have not been issued, but the Company intends to issue the Securities before the Meeting. If the Securities are not issued before the Meeting, this Resolution 8 will be withdrawn.

8.2

Listing Rules 7.1 and 7.1A

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 29 May 2017.

8.3

Listing Rule 7.4

Listing Rule 7.4 provides an exception to Listing Rules 7.1 and 7.1A. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rules 7.1 and 7.1A), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rules 7.1 and 7.1A, as applicable.

The effect of Resolution 8 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in

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Listing Rule 7.1 and the additional 10% annual placement capacity set out in Listing Rule 7.1A without the requirement to obtain prior Shareholder approval.

8.4 Specific 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 the ratification of the Options:

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• a total of 3,425,000 Options are proposed to be issued before the date of the Meeting within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval;

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• the Options will be issued for nil consideration.

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• the Options will be issued to unrelated parties in lieu of cash payments as follows:

• (i) 1,000,000 zero exercise price Options exercisable on or before 20 April 2020 and 1,000,000 zero exercise price Options exercisable on or before 1 November 2020 to Talsbar Consulting Ltd, a company associated with Avigdor Kaner, the Vice President of Business Development, as a signing on bonus;

• (ii) 500,000 Options exercisable at $0.20 each on or before 20 April 2020 to Changing the World Technologies Ltd, an entity associated with Ariel Malik, a consultant and present Vice President of International Finance for the Company, as a commission for business development activities in China;

• (iii) 425,000 Options exercisable at $0.105 each on or before 20 April 2020 to Kanayama Corporation Ltd as a nominee entity with respect to an employment signing on bonus for a new employee; and

• (iv) 500,000 Options exercisable at $0.20 each on or before 20 April 2020 to Corey Patten for marketing and investor relation activities,

and will otherwise be issued on the terms and conditions as summarised in Schedule 2.

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• no funds will be raised from the issue of the Options; and

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• a voting exclusion statement is included in the Notice.

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the Shares:

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• a total of 5,748,108 Shares are proposed to be issued before the date of the Meeting within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval;

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• the Shares will be issued to unrelated parties in lieu of cash payments as follows:

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• (i) 350,000 Shares at a deemed issue price of $0.105 per Share to Mr Yoad Reiter, an unrelated party who assisted with the Company’s previous capital raisings;

• (ii) 725,000 Shares at a deemed issue price of $0.105 per Share to Mainami Holdings Co Ltd for distribution services provided to the Company;

• (iii) 700,000 Shares at a deemed issue price of $0.105 per Share to unrelated parties as commission for facilitation of the Cistic Poly agreement. Of these, 500,000 will be issued to Changing the World Technologies Ltd, an entity associated with Ariel Malik, a consultant and present Vice President of International Finance for the Company;

• (iv) 1,030,000 Shares at a deemed issue price of $0.105 per Share to Ariel Malik, a consultant and present Vice President of International Finance for the Company, for services provided during the Company’s re-listing in 2016;

• (v) 2,080,000 Shares at a deemed issue price of $0.105 per Share to G View Financial Services Ltd, an entity associated with the Company's CFO Mr Eran Gilboa for services provided during the Company’s re -listing in 2016 and in lieu of an employee cash bonus; and

• (vi) 500,000 Shares at a deemed issue price of $0.105 per Share to Gleneagles Securities (Aust) Pty Ltd for corporate advisory services provided to the Company;

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• in addition to the above issues, 363,108 Shares at an issue price of $0.18 per Share will be issued to an unrelated third party sophisticated investor as a placement. The investor paid a total of US$50,000 for the Shares but was unable to participate at the November 2017 placement as the Company did not have sufficient capacity to issue the Shares at the time;

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• the Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

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• no funds will be raised from the issue of the Shares in section 8.4(g) above. With respect to section 8.4(h), US$50,000 as raised which will be used towards general working capital; and

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• a voting exclusion statement is included in the Notice.

8.5 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 8.

Resolution 8 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 8.

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9. Resolution 9 – Approval to issue Shares to Dr Moti Gross

9.1 General

The Company is proposing to issue a total of 775,000 Shares to Dr Moti Gross (or his nominee) in lieu of a cash payment for services provided in relation to the listing of the Company on the ASX ( Director Shares ).

Dr Moti Gross is a related party of the Company by virtue of his position as a director of the Company.

9.2

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:

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

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• 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 Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Director Shares under Resolution 9 because the giving of the financial benefit is considered to be reasonable remuneration having regard to the Company’s circumstances and pr esent level of remuneration received by Dr Gross.

9.3

Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue Equity Securities to a related party of the Company unless it obtains Shareholder approval.

The effect of passing Resolution 9 will be to allow the Company to issue the Director Shares to Dr Moti Gross (or his nominee) in accordance with Listing Rule 10.11.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required.

9.4

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the issue of the Director Shares:

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the Director Shares are proposed to be issued to Dr Moti Gross;

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the maximum number of Director Shares to be issued is 775,000;

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• the Company intends to issue the Director Shares as soon as practicable after the date of the Meeting and in any event, no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

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• Dr Moti Gross is a director of the Company;

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• the deemed issue price of the Director Shares will be $0.105 per Share;

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• the Director Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue;

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• the Director Shares are being issued for nil cash consideration in lieu of a cash bonus owing to Dr Gross for the successful re-listing of the Company in 2016; and

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• a voting exclusion statement is included in the Notice.

9.5 Additional information

Dr Moti Gross, who has a personal interest in Resolution 9, declines to make a recommendation to Shareholders due to his interest in Resolution 9.

The remaining and non-conflicted Directors recommend Shareholders vote in favour of Resolution 9.

Each of the resolutions that make Resolution 9 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 9.

Additional Schedule

2. Additional Schedule 2 – Terms and conditions of Options

The following is inserted after Schedule 1 to the Notice of AGM:

– Schedule 2 Terms and conditions of Options

The Options will be granted at an issue price of nil per Option.

Other than the exercise prices and expiry dates for the Options which are set out in the Explanatory Statement, the terms of the Options are as follows:

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• ( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

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• ( Exercise Price ): Refer to section 8.4(c) for a summary of the exercise prices ( Exercise Price ).

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• ( Lapse on Expiry Date ): Refer to section 8.4(c) for a summary of the expiry dates ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

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• ( Exercise Period ): The Options are exercisable at any time and from time to time on or prior to the Expiry Date.

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• ( Quotation of the Options ): The Options will be unquoted.

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• ( Transferability of the Options ): The Options are not transferable, except with the prior written approval of the Company.

• ( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

• ( Lodgement instructions ): Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's Share Registry.

• ( Shares issued on exercise ): Shares issued on exercise of the Options rank equally with the then Shares of the Company.

• ( Quotation of Shares on exercise ): Application will be made by the Company to ASX, on the business day the Shares are issued, for quotation of the Shares issued upon the exercise of the Options.

• ( Timing of issue of Shares ): Within 15 business days after the later of the following:

• (i) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

• (iii) issue the Shares pursuant to the exercise of the Options;

• (iv) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (v) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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• ( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders 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 set in accordance with the minimum time afforded by the Listing Rules. This will give the holders of Options the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue in accordance with the Listing Rules.

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• ( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

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• ( Adjustment for entitlements issue ): If the Company makes an issue of Shares pro rata to existing Shareholders (other than as a bonus issue, to which paragraph (o) will apply) there will be no adjustment of the Exercise Price of an Option or the number of Shares over which the Options are exercisable.

• ( Adjustments for reorganisation ): If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders will be varied in accordance with the Listing Rules.

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AGM Registration Card

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[BARCODE]

Holder Number:

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Vote by Proxy: DTZ

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✓ ✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

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https://automic.com.au/

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