DOTZ NANO LIMITED — AGM Information 2018

Apr 29, 2018

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DOTZ NANO LIMITED ACN 125 264 575

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Level 14, 330 Collins Street, Melbourne, Victoria, 3000 on Thursday, 31 May 2018 at 10.30am (AEST).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 414 864 746 or by email on ian@cfo2grow.com.au.

Shareholders are urged to attend or vote by lodging the proxy form attached to the Notice

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A C N 1 2 5 2 6 4 5 7 5

DOTZ NANO LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Dotz Nano Limited ( Company ) will be held at Level 14, 330 Collins Street, Melbourne, Victoria 3000, on Thursday, 31 May 2018 at 10.30am (AEST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

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 as Shareholders on Tuesday, 29 May 2018 at 7.00pm (AEST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 31 December 2017, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Remuneration Report

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Prohibition and Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

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

• (b) the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly

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authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Election of Director – Mr John Bullwinkel

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

"That, in accordance with Clause 6.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr John Bullwinkel, a Director who was appointed on 21 March 2018 retires and, being eligible, is elected as a Director".

4. Resolution 3 – Election of Director – Mr Uzi Breier

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

"That, in accordance with Clause 6.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Uzi Breier, a Director who was appointed on 21 March 2018 retires and, being eligible, is elected as a Director".

5. Resolution 4 – Election of Director – Dr Volker Mirgel

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

"That, in accordance with Clause 6.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Dr Volker Mirgel, a Director who was appointed on 3 April 2018 retires and, being eligible, is elected as a Director".

6. Resolution 5 – Re-election of Director – Mr Steve Bajic

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

"That, for the purposes of Article 6.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Steve Bajic, a Director, retires by rotation, and, being eligible, is re-elected as a Director."

7. Resolution 6 – Re-election of Director – Mr Ashley Krongold

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

"That, for the purposes of Articles 6.2 and 6.3 of the Constitution and for all other purposes, Mr Ashley Krongold, a Director who was appointed on 31 October 2016, retires and, being eligible, is re-elected as a Director."

8. Resolution 7 – Approval of 10% Placement Facility

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

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"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or 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.

BY ORDER OF THE BOARD

Ian Pamensky Company Secretary Dated: 30 April 2018

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A C N 1 2 5 2 6 4 5 7 5

DOTZ NANO LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 14, 330 Collins Street, Melbourne, Victoria 3000 on Thursday, 31 May 2018 at 10.30am (AEST).

The Explanatory Memorandum forms part of the Notice, which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Annual Report
Section 4	Resolution 1–Remuneration Report
Section 5	Resolutions 2, 3 and 4–Election of Directors–John Bullwinkel, Uzi Breier, and Volker Mirgel
Section 6	Resolutions 5 and 6–Re-election of Directors–Steve Bajic and Ashley Krongold
Section 7	Resolution 7–Approval of 10% Placement Facility
Schedule 1	Definitions

A Proxy Form is enclosed with this Notice of Meeting.

2. Action to be taken by Shareholders

2.1 Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.2 Proxies

A Proxy Form is enclosed with this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the

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instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.3 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with sections 250BD and 250R of the Corporations Act, a vote on Resolutions 1 and 10 must not be cast (in any capacity) by, or on behalf of:

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

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolutions 1 and 10 if the vote is not cast on behalf of a person who is excluded from voting on those Resolutions and:

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

• (d) 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 Resolutions 1 and 10.

3. Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 31 December 2017.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report which is available online at www.dotznano.com;

• (b) ask questions about, or comment on, the management of the Company; and

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• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

• (d) the preparation and content of the Auditor's Report;

• (e) the conduct of the audit;

• (f) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (g) the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

Part 2G.2, Division 9 of the Corporations Act provides Shareholders with the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2017 annual general meeting. If the Remuneration Report receives a Strike at this Meeting (2018 annual general meeting), Shareholders should be aware that if a second Strike is received at the 2019 annual general meeting, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chair intends to exercise all available proxies in favour of Resolution 1.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered

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to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

5. Resolutions 2, 3 and 4 – Election of Directors – John Bullwinkel, Uzi Breier and Volker Mirgel

5.1 General

Article 6.2(b) of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to Article 6.3(j) of the Constitution, any Director so appointed must retire at the next annual general meeting of the Company and is then eligible for election by Shareholders under Article 6.2(c) of the Constitution.

Mr John Bullwinkel was appointed as a Non-Executive Director of the Company by the Board on 21 March 2018.

Mr Uzi Breier was appointed as a Non-Executive Director of the Company by the Board on 21 March 2018.

Mr Volker Mirgel was appointed as a Non-Executive Chairman of the Company by the Board on 3 April 2018.

Accordingly, Mr Bullwinkel, Mr Breier and Dr Mirgel resign as Directors at the Meeting and, being eligible, seek approval to be elected as Directors.

5.2 John Bullwinkel

Mr John Bullwinkel is Managing Director of Business Partners Pty Ltd, a boutique advisory and investment consulting company and is based in Melbourne. He has held senior Private Banking roles at Macquarie Private Bank, ANZ Private Bank, Deutsche Bank and Merrill Lynch. He has also held senior positions at Citibank and NatWest in Corporate and Commercial Banking.

John is a qualified accountant in Australia and is a Fellow of the Institute of Public Accountants. He also holds a Diploma of Financial Services and is registered with the Australian Securities & Investments Commission. John has been a licensed Securities Dealer under the US SEC (Series 7 qualification) and is currently a Member of the Australian Institute of Company Directors.

John is involved with several not-for-profit organisations in Melbourne and is Chairman of the Ethiopiaid Australian Foundation and an Ambassador for the Skin & Cancer Foundation. He is a past director of the Monash University Medical Foundation and a previous Chairman of St Aidan’s Anglican Girls’ School Foundation in Brisbane. John is a past Chairman of Youth Off the Streets in Sydney which is a charity that helps needy and homeless young people who have been severely abused or neglected.

5.3 Uzi Breier

Mr Uzi Breier has held senior positions at fortune-500 companies and served as CEO of technology start-ups as well as more established companies. He currently dedicates

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efforts to promote some of the exciting characteristics of Israel - entrepreneurship, innovation and leadership.

Uzi holds Bachelor degrees in Computer Science and Industrial Engineering and an MBA in International Business

Uzi managed Business Development and Strategy at Cisco Mobility, was Chief Business Officer at Primesense (Kinect) later sold to Apple, President of Alvarion Mobility (Nasdaq: ALVR) and CEO of Optibase (Nasdaq:OBAS). Uzi was also the CEO of Emblaze Semi (LSE: BLZ) which he sold to Zoran Inc. Earlier he was the CEO & President of Ayeca and served as Senior Product Manager at National Semiconductor.

5.4 Volker Mirgel

Dr Volker Mirgel is a former Bayer Senior Vice President and member of Bayer’s Global Leadership Team. Dr Mirgel was born in Cologne, Germany. He is a citizen of Germany and the United States of America and after receiving his Ph.D. in Organic Chemistry from the University of Cologne, joined the German chemical and pharmaceutical company Bayer AG. During his 34-year career with Bayer he served in multiple technical, marketing and general management functions, in Europe, Asia Pacific and the United States.

5.5 Additional information

The Board (excluding Mr Bullwinkel in relation to Resolution 2, Mr Breier in relation to Resolution 3 and Dr Mirgel in relation to Resolution 4) recommends that Shareholders vote in favour of Resolutions 2, 3 and 4.

Resolutions 2, 3 and 4 are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 2, 3 and 4.

6. Resolutions 5 and 6 – Re-election of Directors – Steve Bajic and Ashley Krongold

6.1 General

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re- election) past the third AGM following the director’s appointment or 3 year s, whichever is the longer.

Article 6.3 of the Constitution provides that:

• (i) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

• (ii) The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;

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• (iii) A Director who retires by rotation under Article 6.3 of the Constitution is eligible for re-election; and

• (iv) In determining the number of Directors to retire, no account is to be taken of:

• (A) a Director who only holds office until the next annual general meeting pursuant to Article 6.2 of the Constitution; and/ or

• (B) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

Accordingly, Mr Bajic and Mr Krongold retire and being eligible, seek approval to be re-elected as Directors.

6.2 Mr Steve Bajic

Mr. Bajic has been in the finance industry for 20 years and has helped raise capital in various industries at all levels of company advancement. He has an extensive resume of current and past private and public director and officer positions.

6.3 Mr Ashley Krongold

Mr Krongold has spent 15 years in the Investment Banking and Accounting industries. He was a founding member of Investec Bank Australia and is currently CEO of the Krongold Group and a nonexecutive director of Weebit Nano Ltd (ASX: WBT). He is also a founding General Partner of global equity crowd-funding platform, OurCrowd.

6.4 Additional information

The Board (excluding Mr Bajic in relation to Resolution 5 and Mr Krongold in relation to Resolution 6) recommends that Shareholders vote in favour of Resolutions 5 and 6.

Resolutions 5 and 6 are ordinary resolutions.

The Chair intends to exercise all available proxies in favour of Resolutions 5 and 6.

7. Resolution 7 – Approval of 10% Placement Facility

7.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. Based on the ASX closing price on 24 April 2018, the Company has a market capitalisation of approximately $13.97 million. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The

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number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c) below).

7.2 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the company.

The Company, as at the date of the Notice, has on issue one quoted class of Equity Securities: Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with Shareholder approval under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without Shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

Note that "A" has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D

is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with Shareholder approval under Listing Rule 7.1 or 7.4.

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(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 7.2(c)).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same 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; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

7.3 Listing Rule 7.1A

The effect of Resolution 6 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

7.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

(a) Minimum issue price

The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities 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; or

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• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

If the Equity Securities are issued for non-cash consideration, then, In accordance with the Listing Rules, the Company will provide a valuation of the non-cash consideration to the market that demonstrates that the issue price of the securities complies with Listing Rule 7.1A.3.

(b) Risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares). There is a risk that:

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

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows:

• (iii) the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice;

• (iv) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and

• (v) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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Variable 'A' in Listing Rule 7.1A.2*	Variable 'A' in Listing Rule 7.1A.2*		Dilution
		$0.049 50% decrease in Issue Price	$0.097 Issue Price	$0.194 100% increase in Issue Price
Current Variable A 144,095,913 Shares	10% Voting Dilution	14,409,591 Shares	14,409,591 Shares	14,409,591 Shares
	Funds raised	$698,865	$1,397,730	$2,795,461
50% increase in current Variable A 216,143,870 Shares	10% Voting Dilution	21,614,387 Shares	21,614,387 Shares	21,614,387 Shares
	Funds raised	$1,048,298	$2,096,596	$4,193,191
100% increase in current Variable A 288,191,826 Shares	10% Voting Dilution	28,819,183 Shares	28,819,183 Shares	28,819,183 Shares
	Funds raised	$1,397,730	$2,795,461	$5,590,921

• 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 pro rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table has been prepared on the following assumptions:

1. The issue price is $0.097 being the closing price of the Shares on ASX on 24 April 2018, being the last day that the Company's Shares traded on the ASX before this Notice was printed.

2. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

3. No convertible securities (including any issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.

4. 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%.

5. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.

6. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

7. The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

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(c) Final date for issue

The Company will only issue the Equity Securities during the 10% Placement Period.

(d) Purposes of issues under 10% Placement Facility

The Company may seek to issue the Equity Securities for the following purposes:

• (i) cash consideration for continued investment in the Company's current assets, the acquisition of new assets or investments (including expenses associated with such an acquisition), and/or for general working capital; or

• (ii) non-cash consideration for the provision of services to the Company or the acquisition of new projects, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required under Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

(e) Allocation policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

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

• (iii) financial situation and solvency of the Company; and

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

The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

Further, if the Company is successful in acquiring new projects, assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new projects, assets or investments.

(f) Issues in the past 12 months

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting held on 29 May 2017. In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has issued 50,111,211 Equity Securities. This represents 46% of the total number of Equity Securities on issue at the commencement of that

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12 month period and an increase in total Equity Securities on issue of 146% during the 12 month period (taking into account conversion from one class of Equity Securities to another).

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the Meeting are set out in the table below:

Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration, Use of Funds and Current Value2 as at the date of this Notice
08/08/17	12,500,000	Shares	Sophisticated and professional advisors	$0.12 representing a discount of 7.7% to the closing market price on the date of issue.	$1,500,000 (before costs) was raised and approximately $1,500,000 has been expended on general working capital and commercialisation activities.
08/08/17	10,000,000	Unlisted Options3	Advisors in relation to the share placement	Nil issue price.	Issued to parties in connection with the placement. Value: $554,000
08/08/17	100	Shares	Sophisticated and professional advisors	$0.12 representing a discount of 7.7% to the closing market price on the date of issue.	$12 (before costs) was raised and $12 has been expended on general working capital.
05/12/17	18,333,333	Shares	Sophisticated and professional advisors	$0.18 representing a discount of 2.7% to the closing market price on the date of issue.	$3,300,000 (before costs) was raised and approximately $1,600,000 has been expended on (and the remainder will also be spent on) general working capital and commercialisation activities.
05/02/18	2,777,778	Shares	Sophisticated and professional advisors	$0.18 representing a premium of 12.5% to the closing market price on the date of issue.	$500,000 (before costs) was raised and $nil has been expended with the remainder to spent on general working capital and commercialisation activities.
05/02/18	500,000	Shares	Brokers providing broking services to the Company	Nil issue price	Issued as part consideration for broking services provided to the Company. Value: ~$80,000

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Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration, Use of Funds and Current Value2 as at the date of this Notice
05/02/18	6,000,000	Unlisted Options4	Brokers providing broking services to the Company	Nil issue price	Issued as part consideration for broking services provided to the Company. Value: ~$364,000

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. In respect of quoted Equity Securities, the current value is based on the closing price of the Shares ($0.096) on ASX on 20 April 2018. The value of unquoted Options is measured using the Black & Scholes pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk-free interest rate for the term of the Option. No account is taken of any performance conditions included in the terms of the Option other than market-based performance conditions (i.e. conditions linked to the price of Shares).

3. Unlisted Options exercisable at $0.20 each on or before 8 August 2019.

4. Unlisted Options exercisable at $0.30 each on or before 5 February 2020.

(g) Voting exclusion statement

A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7.5 Additional information

The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chair intends to exercise all available proxies in favour of Resolution 7.

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Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 7.1.

10% Placement Period has the meaning given in Section 7.2(f).

AEST means Australian Eastern Standard Time.

Article means an article of the Constitution.

ASIC means the Australian Securities and Investments Commission.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors.

Business Day means a day (not being a Saturday or Sunday) on which banks are open for general banking business in Perth, Western Australia.

Chair means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

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

(b) has the meaning given in section 9 of the Corporations Act.

Company means Dotz Nano Limited ACN 125 264 575.

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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,

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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.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of Annual General meeting.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report.

VWAP means volume weighted average price.

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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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