DOTZ NANO LIMITED — AGM Information 2019

May 1, 2019

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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 the offices of the Company, at Level 14, 330 Collins Street, Melbourne, Victoria, on Friday, 31 May 2019 at 2:00 pm (AEST).

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

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

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DOTZ NANO LIMITED A C N 1 2 5 2 6 4 5 7 5

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 the offices of the Company, at Level 14, 330 Collins Street, Melbourne, Victoria, on Friday, 31 May 2019 at 2:00 pm (AEST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the 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 Wednesday, 29 May 2019 at 7:00pm (AEST).

Terms and abbreviations used in the Notice 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 2018, 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 a non-binding ordinary resolution the following:

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

Voting Prohibition

In accordance with sections 250BD and 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a 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 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 does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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3. Resolution 2 – Re-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 Mr John Bullwinkel, who retires by rotation in accordance with Article 6.3(c) of the Constitution and for all other purposes, and, being eligible and offering himself for re-election, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

4. Resolution 3 – Ratification of issue of Placement Options

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 Placement Options 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 any person (and any nominee of such a person) who participated in the issue of the Placement Options, or any of their respective associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with 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.

5. Resolution 4 – Approval to issue Lead Manager Options

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 7.1 and for all other purposes, Shareholders approve the issue of 5 million Lead Manager Options to Hunter Capital Advisors Pty Ltd (or its nominees) 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 Hunter Capital Advisors Pty Ltd (and its respective nominees) and any person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

However, the Company need not disregard a vote if:

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

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(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.

6. Resolution 5 – Approval of 10% Placement Facility

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up 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 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 any persons who are expected to participate in, or who will obtain a material benefit as a result of, an issue under the 10% Placement Facility (except a benefit solely by reason of being a holder of Shares) or any associate of those persons.

However, the Company need 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.

7. Resolution 6 – Renewal of Proportional Takeover Bid Approval Provisions

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

"That, pursuant to and in accordance with sections 648G(4) and 136(2) of the Corporations Act and for all other purposes, Shareholders approve the Company modifying its Constitution by renewing the proportional takeover bid approval provisions contained in Schedule 4 of the Constitution for a period of 3 years from the date of approval of this Resolution."

8. Resolution 7 – Ratification of issue of Consideration Shares

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 326,667 Consideration Shares to UltraCharge on the terms and conditions in the Explanatory Memorandum."

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Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of UltraCharge (and its nominee) or any of their respective associates.

However, the Company need not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with 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 Dotz Nano Limited Dated: 1 May 2019

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DOTZ NANO LIMITED A C N 1 2 5 2 6 4 5 7 5

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 the offices of the Company, at Level 14, 330 Collins Street, Melbourne, Victoria, on Friday, 31 May 2019 at 2:00 pm (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	Resolution 2–Re-election of Director–Mr John Bullwinkel
Section 6	Resolution 3–Ratification of issue of Placement Options
Section 7	Resolution 4–Approval to issue Lead Manager Options
Section 8	Resolution 5–Approval of 10% Placement Facility
Section 9	Resolution 6–Renewal of Proportional Takeover Bid Approval Provisions
Section 10	Resolution 7–Ratification of issue of Consideration Shares
Schedule 1	Definitions
Schedule 2	Terms and conditions of Placement Options
Schedule 3	Terms and conditions of Lead Manager Options
Schedule 4	Securities issued in the previous 12 months
Schedule 5	Schedule 4 of the Constitution (Proportional Takeover Bid Approval)

A Proxy Form is located at the end of the Explanatory Memorandum.

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2. Action to be taken by Shareholders

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

2.1 Voting in person

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

2.2 Proxies

• (a) Voting by proxy

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

Please note that:

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

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

• (iii) 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.

• (b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (iii) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (iv) if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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• (c) Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members;

• (ii) the appointed proxy is not the chair of the meeting;

• (iii) at the meeting, a poll is duly demanded on the resolution; and

• (iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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

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

• (a) a member of the Key Management Personnel; or

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

However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person who is excluded from voting on the relevant 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 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.

2.4

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

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 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.

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 2018.

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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 https://www.dotz.tech/;

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

• (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:

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

• (b) the conduct of the audit;

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

• (d) 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.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director (if any).

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, if any) 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 2018 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2020 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.

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Resolution 1 is an ordinary resolution.

5. Resolution 2 – Re-election of Director – Mr John Bullwinkel

5.1 General

Article 6.3(c) of the Constitution requires that one third of the Directors (excluding the Managing Director) must retire at each annual general meeting (or if that is not a whole number, the whole number nearest to one third, rounded down). Article 6.3(e) of the Constitution requires that the Directors to retire are those who have held their office as Director for the longest period since their last election or appointment to that office. In the event two or more Directors have held office for equal periods of time, the retiring Directors are to be determined by lot, unless otherwise agreed by those Directors.

Article 6.3(f) of the Constitution provides that a Director who retires in accordance with Article 6.3(c) is eligible for re-election.

As at the date of this Notice, the Company has four Directors and accordingly, one Director must retire.

Non-Executive Director Mr John Bullwinkel was elected at the annual general meeting held on 31 May 2018 and has held office the longest since being last elected. Accordingly, Mr Bullwinkel retires by rotation at this Meeting and, being eligible, seeks re-election pursuant to Resolution 2.

If elected, the Board considers Mr Bullwinkel to be an independent director.

Resolution 2 is an ordinary resolution.

The Board (other than Mr Bullwinkel) recommends that Shareholders vote in favour of Resolution 2.

5.2 Mr John Bullwinkel

Qualified Accountant, Diploma of Financial Services

Mr Bullwinkel is Managing Director of Business Partner 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 Commercial Banking.

6. Resolution 3 – Ratification of issue of Placement Options

6.1 General

On 1 May 2019, the Company announced that it had received binding commitments for a placement to raise approximately $1.5 million before costs ( Placement ) by the issue of Shares at $0.06 each ( Placement Shares ) to sophisticated and professional investors ( Placement Participants ), inclusive of a 1 for 2 attaching option with each Share valid for 24 months exercisable at $0.085 ( Placement Options ).

Prior to the date of the Meeting, the Company will issue a total of 25,000,000 Placement Shares and 12,500,000 Placement Options to Placement Participants. The

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Placement Shares will be issued in accordance with the Shareholder approval obtained at the Company’s general meeting held on 10 April 2019. The Placement Options will be issued using the Company's placement capacity under Listing Rule 7.1.

Resolution 3 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue the Placement Options.

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3.

6.2 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 31 May 2018.

6.3 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 3 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 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.

6.4 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 issue of the Placement Options:

• (a) a total of 12,500,000 Placement Options will be issued prior to the date of the Meeting;

• (b) the Placement Options will be issued as attaching options to the Placement Shares on a 1:2 basis;

• (c) the Placement Options will be exercisable at $0.085 each on or before the date that is 2 years after their issue and will otherwise be issued on the terms and conditions set out in Schedule 2. Shares issued on exercise of the Placement Options will rank equally in all respects with the Company's existing Shares on issue;

• (d) the Placement Options will be issued to the Placement Participants, none of whom is a related party of the Company;

• (e) no proceeds will be raised from the issue of the Placement Options; and

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(f) a voting exclusion statement is included in the Notice.

7. Resolution 4 – Approval to issue Lead Manager Options

7.1 General

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 5 million Lead Manager Options to Hunter Capital Advisors Pty Ltd ( Hunter Capital ) or its nominees as part consideration for lead manager services provided to the Company in connection with the Placement.

Resolution 4 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 4.

7.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is contained in Section 6.2 above.

The effect of Resolution 4 will be to allow the Company to issue the Lead Manager Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity under Listing Rule 7.1.

7.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Lead Manager Options:

• (a) a maximum of 5 million Lead Manager Options are to be issued;

• (b) the Lead Manager Options will be issued no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules);

• (c) the Lead Manager Options will be issued for nil cash consideration as part consideration for lead manager services provided to the Company in connection with the Placement;

• (d) the Lead Manager Options will be issued to Hunter Capital (or its nominees), none of whom is a related party of the Company;

• (e) the Lead Manager Options will be exercisable at $0.10 each on or before the date that is 2 years after their issue and will otherwise be issued on the terms and conditions set out in Schedule 3;

• (f) no funds will be raised from the Lead Manager Options as they will be issued for nil cash consideration;

• (g) it is intended that the Lead Manager Options will be issued on or about the date of the Meeting; and

• (h) a voting exclusion statement is included in the Notice.

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8. Resolution 5 – Approval of 10% Placement Facility

8.1 General

Listing Rule 7.1A enables an eligible entity 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% annual placement capacity under Listing Rule 7.1.

Resolution 5 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the 10% Placement Facility during the 10% Placement Period (refer to Section 8.2(f) below). The 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 8.2(c) below).

Resolution 5 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 Board recommends that Shareholders vote in favour of Resolution 5.

8.2 Listing Rule 7.1A

(a) Is the Company an eligible entity?

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.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of less than $300 million.

(b) What Equity Securities can be issued?

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.

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities; Shares.

(c) How many Equity Securities can be issued?

Listing Rule 7.1A.2 provides that under the approved 10% Placement Facility, the Company may issue or agree to issue a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

• 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;

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• (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 any issue of Shares under the Company's 15% annual placement capacity without Shareholder approval; and

• (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 the Company's 15% annual 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.

(d) What is the interaction with Listing Rule 7.1?

The Company's ability to issue Equity Securities under Listing Rule 7.1A will be in addition to its 15% annual placement capacity under Listing Rule 7.1.

(e) At what price can the Equity Securities be issued?

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,

( Minimum Issue Price ).

(f) When can Equity Securities be issued?

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A will be valid from the date of Meeting and will expire on the earlier to occur of:

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

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(g) What is the effect of Resolution 5?

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

8.3 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the 10% Placement Facility:

(a) Minimum issue price

If the Company issues Equity Securities for cash consideration under the 10% Placement Facility, then the issue price will be not less than the Minimum Issue Price.

If the Company issues Equity Securities for non-cash consideration under the 10% Placement Facility, 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 Equity 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' economic and 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).

The below table shows:

• (i) the dilution of existing Shareholders based on the current market price of Shares and the current number of Shares for "A" calculated in accordance with the formula in Listing Rule 7.1A.2 (see Section 8.2(c)) as at the date of the Notice ( Variable A );

• (ii) two examples where Variable A has increased, by 50% and 100%; and

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

Share on issue Variable A in Listing Rule 7.1A.2		Dilution	Dilution
	Issue price per Share	$0.037 50% decrease in Issue Price	$0.074 Issue Price	$0.148 100% increase in Issue Price
218,207,821 Shares Current Variable A	10% Voting Dilution	21,820,782 Shares	21,820,782 Shares	21,820,782 Shares
	Funds raised	$807,369	$1,614,738	$3,229,476

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Share on issue Variable A in Listing Rule 7.1A.2		Dilution	Dilution
	Issue price per Share	$0.037 50% decrease in Issue Price	$0.074 Issue Price	$0.148 100% increase in Issue Price
327,311,732 Shares 50% increase in current Variable A	10% Voting Dilution	32,731,173 Shares	32,731,173 Shares	32,731,173 Shares
	Funds raised	$1,211,053	$2,422,107	$4,844,214
436,415,642 Shares 100% increase in current Variable A	10% Voting Dilution	43,641,564 Shares	43,641,564 Shares	43,641,564 Shares
	Funds raised	$1,614,738	$3,229,476	$6,458,952

Notes:

1. The table has been prepared on the following assumptions:

2. (a) the issue price is $0.074 being the closing price of the Shares on ASX on 29 April 2019, being the last day that the Company's Shares traded on the ASX before this Notice was printed;

3. (b) Variable A is 218,207,821, comprising:

   • (i) 217,881,154 existing Shares on issue as at the date of this Meeting, assuming the Company has not issued any Shares in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 and 7.4; and

   • (ii) a total of 326,667 Shares ratified if Resolution 7 is passed at the Meeting;

4. (c) the Company issues the maximum number of Equity Securities available under the 10% Placement Facility;

5. (d) 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; and

6. (e) 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.

7. The number of Shares on issue (i.e. Variable A) may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlements issue, scrip issued under a takeover offer or upon exercise of convertible securities) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting.

8. 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%.

9. 16 -

10. 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.

11. 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.

Shareholders should note that 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.

• (c)

Final date for issue

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

Shareholder approval of the 10% Placement Facility will cease to be valid if Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

(d)

Purposes of issues under 10% Placement Facility

The Company may seek to issue Equity Securities under the 10% Placement Facility for the following purposes:

• (i) cash consideration, in which case the Company intends to use funds raised for continued investment in and commercialisation of 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:

• 17 -

• (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 31 May 2018.

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has issued 95,711,809 Equity Securities. This represents 42.8% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the Meeting are set out in Schedule 4.

(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.

9. Resolution 6 – Renewal of Proportional Takeover Bid Approval Provisions

9.1 General

The Company's Constitution contains proportional takeover bid approval provisions ( PTBA Provisions ) which enable the Company to refuse to register securities acquired under a proportional takeover bid unless a resolution is passed by Shareholders in general meeting approving the offer. Under the Corporations Act, proportional takeover provisions expire after 3 years from adoption or renewal and may then be renewed. The PTBA Provisions in the current Constitution expire on 13 May 2019 and will cease to apply on that date, unless renewed.

• 18 -

Resolution 6 seeks the approval of Shareholders to modify the Constitution by renewing the PTBA Provisions for a further 3 years under sections 648G(4) and 136(2) of the Corporations Act. The proposed PTBA Provisions set out in Schedule 5 are identical to those previously contained at Schedule 4 of the Constitution.

The Corporations Act requires the Company to provide Shareholders with an explanation of the PTBA Provisions as set out below.

Resolution 6 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 Board recommends that Shareholders vote in favour of Resolution 6.

9.2 Information required by section 648G of the Corporations Act

• (a) What is a proportional takeover bid?

A proportional off-market takeover bid ( PT Bid ) is a takeover offer sent to all Shareholders but only for a specified portion of each Shareholder's Securities. Accordingly, if a Shareholder accepts in full the offer under a PT Bid, it will dispose of the specified portion of its securities in the Company and retain the balance of the Securities.

(b) Effect of renewal

If renewed, under Schedule 4 of the Constitution if a PT Bid is made to Shareholders of the Company, the board of the Company is required to convene a meeting of Shareholders to vote on a resolution to approve the proportional takeover. That meeting must be held at least 15 days before the offer under the PT Bid closes.

The resolution is taken to have been passed if a majority of Securities voted at the meeting, excluding the Securities of the bidder and its associates, vote in favour of the resolution. If no resolution is voted on at least 15 days before the close of the PT Bid, the resolution is deemed to have been passed. Where the resolution approving the PT Bid is passed or deemed to have been passed, transfers of Securities resulting from accepting the PT Bid are registered provided they otherwise comply with the Corporations Act, the ASX Listing Rules, the ASX Operating Rules and the Company's Constitution. If the resolution is rejected, then under the Corporations Act the PT Bid is deemed to be withdrawn.

The Directors consider that Shareholders should have the opportunity to renew the PTBA Provisions. Without the PTBA Provisions applying, a PT Bid for the Company may enable effective control of the Company to be acquired without Shareholders having the opportunity to dispose of all of their Securities to the bidder. Shareholders could be at risk of passing control to the bidder without payment of an adequate control premium for all their Securities whilst leaving themselves as part of a minority interest in the Company.

Without the PTBA Provisions, if there was a PT Bid and Shareholders considered that control of the Company was likely to pass, Shareholders would be placed under pressure to accept the PT Bid even if they did not want control of the Company to pass to the bidder. Renewing the PTBA Provisions will make this situation less likely by permitting Shareholders to decide whether a PT Bid should be permitted to proceed.

• 19 -

(c) No knowledge of present acquisition proposals

As at the date of this notice, no Director is aware of a proposal by any person to acquire or increase the extent of a substantial interest in the Company.

(d) Potential advantages and disadvantages

The renewal of the PTBA Provisions will enable the Directors to formally ascertain the views of Shareholders about a PT Bid. Without these provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that renewal of the PTBA Provisions has no potential advantages or potential disadvantages for them, as they remain free to make a recommendation on whether a PT Bid should be accepted.

The Directors consider that renewing the PTBA Provisions benefits all Shareholders in that they will have an opportunity to consider a PT Bid and then attend or be represented by proxy at a meeting of Shareholders called specifically to vote on the proposal. Accordingly, Shareholders are able to prevent a PT Bid proceeding if there is sufficient support for the proposition that control of the Company should not be permitted to pass under the PT Bid. Furthermore, knowing the view of Shareholders assists each individual Shareholder to assess the likely outcome of the PT Bid and whether to accept or reject that bid.

As to the possible disadvantages to Shareholders renewing the PTBA Provisions, potentially, the proposal makes a PT Bid more difficult and PT Bids will therefore be discouraged. This may reduce the opportunities which Shareholders may have to sell all or some of their Securities at a premium to persons seeking control of the Company and may reduce any takeover speculation element in the Company's Share price. The PTBA Provisions may also be considered an additional restriction on the ability of individual Shareholders to deal freely on their Securities.

The Directors consider that there are no other advantages or disadvantages for Directors or Shareholders which arose during the period during which the PTBA Provisions were in effect, other than those discussed in this Section.

On balance, the directors consider that the possible advantages outweigh the possible disadvantages so that the renewal of the PTBA Provisions is in the interest of Shareholders.

10. Resolution 7 – Ratification of issue of Consideration Shares

10.1 General

The Company has agreed to issue 326,667 Shares ( Consideration Shares ) to UltraCharge Limited ( Vendor ) to acquire manufacturing equipment ( Equipment ). The Consideration Shares will be issued to the Vendor prior to the date of the Meeting.

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Consideration Shares.

Resolution 7 is an ordinary resolution.

• 20 -

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

10.2 Listing Rule 7.1

A summary of Listing Rules 7.1 and 7.4 is contained in Sections 6.2 and 6.3 above.

The effect of Resolution 7 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 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.

10.3 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 issue of the Consideration Shares:

• (a) a total of 326,667 Consideration Shares will be issued prior to the date of the Meeting;

• (b) the Consideration Shares will be issued to UltraCharge Limited (an unrelated ASX listed company) as consideration for the purchase of the Equipment (valued at 50,000 New Israeli Shekels);

• (c) the Consideration 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;

• (d) no funds will be raised from the Consideration Shares as they will be issued as consideration for the purchase of the Equipment; and

• (e) a voting exclusion statement is included in the Notice.

• 21 -

Schedule 1 - Definitions

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

10% Placement Facility has the meaning given in Section 8.1.

• 10% Placement Period has the meaning given in Section 8.2(f).

• $ or A$ means Australian Dollars.

AEST means Australian Eastern Standard Time, being the time in Melbourne, Victoria.

Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 31 December 2018.

Article means an article of the Constitution.

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.

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.

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, 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.

• 22 -

Lead Manager Options means the Options with the terms and conditions set out in Schedule 3 which are the subject of Resolution 4.

Listing Rules means the listing rules of ASX.

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

Minimum Issue Price has the meaning given in Section 8.2(e).

Notice means this notice of annual general meeting.

Option means an option to acquire a Share.

Placement has the meaning given in Section 6.1.

Placement Options means the Options with the terms and conditions set out in Schedule 2 which are the subject of Resolution 3.

Placement Participants has the meaning given in Section 6.1.

Placement Shares has the meaning in Section 6.1.

Proxy Form means the proxy form attached to the Notice.

PT Bid means a proportional takeover bid as defined in section 9 of the Corporations Act.

PTBA Provisions means the proportional takeover bid approval provisions set out in Schedule 5.

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.

Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights).

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

Shareholder means the holder of a Share.

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

Trading Day has the meaning given in the Listing Rules.

VWAP means volume weighted average market price.

• 23 -

– Schedule 2 Terms and conditions of Placement Options

In the terms and conditions below the Placement Options are referred to as the ‘Options’.

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

The terms of the Options are as follows:

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

• (b) ( Exercise Price ): The Options have an exercise price of $0.085 per Option ( Exercise Price ).

• (c) ( Expiry Date ): The Options expire at 5:00pm (AEST) on the date that is 2 years after their issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

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

• (e)

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

• (f) ( Transferability of the Options ): The Options are transferable, subject to compliance with the Corporations Act and Board approval.

• (g) ( 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.

• (h) ( 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.

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

• (j) ( 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.

• (k) ( Timing of issue of Shares ): Within 15 business days of the 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, the Company will:

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

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

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

• 24 -

If the Company is unable to deliver a notice under paragraph (k)(ii) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company will lodge with ASIC a "cleansing prospectus" prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. Where a "cleansing prospectus" is required, any Shares issued on exercise of Options will be subject to a holding lock until such time as a prospectus is issued by the Company, which must be within 20 business days of the issue of Shares pursuant to the exercise of the Options.

• (l) ( 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 the minimum required 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.

• (m) ( 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.

• (n) ( 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 (m) 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.

• (o) ( 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.

• 25 -

– Schedule 3 Terms and conditions of Lead Manager Options

In the terms and conditions below the Lead Manager Options are referred to as the ‘Options’.

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

The terms of the Options are as follows:

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

• (b) ( Exercise Price ): The Options have an exercise price of $0.10 per Option ( Exercise Price ).

• (c) ( Expiry Date ): The Options expire at 5:00pm (AEST) on the date that is 2 years after their issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

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

• (e)

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

• (f) ( Transferability of the Options ): The Options are transferable, subject to compliance with the Corporations Act and Board approval.

• (g) ( 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.

• (h) ( 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.

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

• (j) ( 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.

• (k) ( Timing of issue of Shares ): Within 15 business days of the 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, the Company will:

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

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

• 26 -

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

If the Company is unable to deliver a notice under paragraph (k)(ii) or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company will lodge with ASIC a "cleansing prospectus" prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. Where a "cleansing prospectus" is required, any Shares issued on exercise of Options will be subject to a holding lock until such time as a prospectus is issued by the Company, which must be within 20 business days of the issue of Shares pursuant to the exercise of the Options.

• (l) ( 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 the minimum required 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.

• (m) ( 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.

• (n) ( 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 (m) 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.

• (o) ( 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.

• 27 -

Schedule 4 - Securities issued in the previous 12 months

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
29/06/2018	775,000	Shares	Issued to former Director Mr Moti Gross	Nil issue price (nil cash consideration)	In lieu of cash payments for services provided in relation to the listing of the Company on the Australian Securities Exchange. Current Value: $57,350
01/08/2018	12,715,876	Shares	Sophisticated and professional investors under the Placement, as approved at the Shareholders' meeting on 08/02/2019	$0.09 per Share, representing a discount of 6.25% to the Market Price on the date of issue	$1,144,429 (before costs) was raised, all of which has been expended on the Company's commercialisation activities and for working capital requirements.
01/08/2018	15,061,902	Shares	Sophisticated and professional investors under the Placement, as approved at the Shareholders' meeting on 08/02/2019	$0.09 per Share, representing a discount of 6.25% to the Market Price on the date of issue	$1,355,571 (before costs) was raised, all of which has been expended on the Company's commercialisation activities and for working capital requirements.
01/08/2018	1,500,000	Unquoted Options5	Gleneagle Securities (Aust) Pty Ltd (or its nominees), as approved at the Shareholders' meeting on 8 February 2019	Nil issue price (nil cash consideration). Exercise price of $0.20, expiring on 1 August 2021	Part consideration for lead manager services provided to the Company in connection with the July 2018 share placement. Current Value: $36,770

• 28 -

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
15/08/2018	100	Shares	Unrelated existing Shareholder	$0.09 per Share, representing a discount of 6.25% to the Market Price on the date of issue	$9.00 was raised (before costs), which has been expended on costs.
02/11/2018	2,317,723	Shares	In lieu of cash payments for services	Nil issue price (nil cash consideration)	In lieu of cash payments for capital raising services provided to the Company as set outin the Company’s notice of general meeting dated 12 March 2019. Current Value: 171,512
27/11/2018	3,700,000	Unquoted Options7	Employees and consultants under the Company's Employee Securities Incentive Plan approved at the 2016 annual general meeting	Nil issue price (nil cash consideration). Exercisable at $0.00 each, expiring 1 October 2021	Performance based remuneration for services provided to the Company. Current Value: $273,800
27/11/2018	3,200,000	Unquoted Options7	Employees and consultants under the Company's Employee Securities Incentive Plan approved at the 2016 annual general meeting	Nil issue price (nil cash consideration). Exercisable at $0.00 each, expiring 1 October 2021 and subject to vesting conditions	Performance based remuneration for services provided to the Company. Current Value: $236,800

• 29 -

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
27/11/2018	2,000,000	Unquoted Options7	Employees and consultants under the Company's Employee Securities Incentive Plan approved at the 2016 annual general meeting	Nil issue price (nil cash consideration). Exercisable at $0.00 each, expiring 1 October 2022 and subject to vesting conditions	Performance based remuneration for services provided to the Company. Current Value: $148,000
15/02/2019	9,791,632	Shares	Convertible loans converting to shares, as approved at the Shareholders' meeting on 08/02/2019	$0.08 per Share, representing a discount of 1.2% to the Market Price on the date of issue	For conversion of convertible loans
15/02/2019	2,447,909	Unquoted Options	Issued on conversion of converting loans	Exercise price of $0.12, expiring on 30 June 2020	Nil cash consideration. 1 unquoted option issued for every 4 shares issued on conversion of converting loans. Current Value: $50,863
15/02/2019	2,000,000	Unquoted Options5	Issued to CEO Mr Uzi Breier	Nil issue price (nil cash consideration). Exercise price of $0.13, expiring 15/02/2024	In lieu of cash payments for services provided to the Company. Current Value: $97,311
15/02/2019	1,500,000	Shares	Issued to CEO Mr Uzi Breier	Nil issue price (nil cash consideration)	In lieu of cash payments for services provided to the Company. Current Value: $111,000

• 30 -

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
15/02/2019	1,000,000	Unquoted Options7	Issued to Chairman Dr Volker Mirgel	Nil issue price (nil cash consideration). Exercise price of $0.13, expiring 15/02/2024	Performance based remuneration for services provided to the Company. Current Value: $48,655
15/02/2019	1,000,000	Unquoted Options7	Employees and consultants under the Company's Employee Securities Incentive Plan approved at the 2016 annual general meeting	Nil issue price (nil cash consideration). Exercisable at $0.00 each, expiring 15 February 2023 and subject to vesting conditions	Performance based remuneration for services provided to the Company. Current Value: $74,000
19/02/2019	875,000	Shares	Convertible loans converting to shares	$0.08 per Share, representing a discount of 1.2% to the Market Price on the date of issue	For conversion of convertible loans
19/02/2019	218,750	Unquoted Options	Issued on conversion of converting loans	Exercise price of $0.12, expiring on 30 June 2020	Nil cash consideration. 1 unquoted option issued for every 4 shares issued on conversion of converting loans. Current Value: $4,545
To be confirmed (anticipated 03/05/2019)	25,000,000	Shares	Placement Participants	$0.06 per Share, representing a discount of 18.9% to the Market Price on the date of issue	$1,500,000 (before costs) is to be raised, none of which has been expended as at the date of this Notice. The funds will be spent on the Company's commercialisation activities and for working capital requirements.

• 31 -

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
To be confirmed (anticipated 03/05/2019)	12,500,000	Unquoted Options	Placement Participants	Exercise price of $0.085, expiring on the date that is 2 years after their issue	Nil cash consideration 1 unquoted option to be issued for every 2 Placement Shares subscribed for and issued Current Value: $458,888

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 $0.074 on ASX on 29 April 2019. The value of unquoted Equity Securities (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 Equity Security, 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 Equity Security. No account is taken of any performance conditions included in the terms of the Equity Security other than market-based performance conditions (i.e. conditions linked to the price of Shares).

3. 32 -

– Schedule 5 Schedule 4 of the Constitution (Proportional Takeover Bid Approval)

1. Definitions

In this Schedule:

Approving Resolution means a resolution to approve a proportional takeover bid in accordance with this Schedule.

Deadline means the 14th day before the last day of the bid period for a proportional takeover bid.

Voter means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

2. Refusal of transfers

• (a) Requirement for an Approving Resolution

• (i) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule 4.

• (ii) This Schedule 4 ceases to apply on the 3rd anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

• (b) Voting on an Approving Resolution

• (i) Where offers are made under a proportional takeover bid, the Directors must, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.

• (ii) The provisions of this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2(b)(i).

• (iii) Subject to this Constitution, every Voter present at the meeting held under paragraph 2(b)(i) is entitled to one vote for each Share in the bid class securities that the Voter holds.

• (iv) To be effective, an Approving Resolution must be passed before the Deadline.

• (v) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

• (vi) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this Schedule, to have been passed in accordance with this Schedule.

• 33 -

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AGM Registration Card If you are attending the meeting in person, please bring this with you for Securityholder registration.

Dotz Nano Limited | ACN 125 264 575

Holder Number: Vote by Proxy: DTZ Your proxy voting instruction must be received by 2:00 pm (AEST) on Wednesday 29 May 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting. SUBMIT YOUR PROXY VOTE ONLINE Vote online at https://investor.automic.com.au/#/loginsah Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form. � Save Money: help minimise unnecessary print and mail costs for the Company. � It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit. � Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required. SUBMIT YOUR PROXY VOTE BY PAPER Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS SIGNING INSTRUCTIONS The name and address shown above is as it appears on the Company’s You must sign this form as follows in the spaces provided share register. If this information is incorrect, and you have an Issuer Individual : Where the holding is in one name, the Shareholder must sign. Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored Joint holding : Where the holding is in more than one name, all of the by a broker should advise their broker of any changes. Shareholders should sign. Power of attorney : If you have not already lodged the power of attorney VOTING UNDER STEP 1 - APPOINTING A PROXY with the registry, please attach a certified photocopy of the power of If you wish to appoint someone other than the Chairman of the Meeting attorney to this Proxy Voting Form when you return it. as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Companies : To be signed in accordance with your Constitution. Please Otherwise if you leave this box blank, the Chairman of the Meeting will sign in the appropriate box which indicates the office held by you. be appointed as your proxy by default. Email Address : Please provide your email address in the space provided. DEFAULT TO THE CHAIRMAN OF THE MEETING By providing your email address, you elect to receive all Any directed proxies that are not voted on a poll at the Meeting will communications despatched by the Company electronically (where default to the Chairman of the Meeting, who is required to vote these legally permissible) such as a Notice of Meeting, Proxy Voting Form proxies as directed. Any undirected proxies that default to the Chairman and Annual Report via email. of the Meeting will be voted according to the instructions set out in this CORPORATE REPRESENTATIVES Proxy Voting Form, including where the Resolutions are connected If a representative of the corporation is to attend the Meeting the directly or indirectly with the remuneration of KMP appropriate ‘Appointment of Corporate Representative’ should be VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT produced prior to admission. A form may be obtained from the You may direct your proxy how to vote by marking one of the boxes Company’s share registry online at https://automic.com.au. opposite each item of business. All your shares will be voted in ATTENDING THE MEETING accordance with such a direction unless you indicate only a portion of Completion of a Proxy Voting Form will not prevent individual voting rights are to be voted on any item by inserting the percentage or Shareholders from attending the Meeting in person if they wish. Where a number of shares you wish to vote in the appropriate box or boxes. If you Shareholder completes and lodges a valid Proxy Voting Form and do not mark any of the boxes on the items of business, your proxy may attends the Meeting in person, then the proxy’s authority to speak and vote as he or she chooses. If you mark more than one box on an item vote for that Shareholder is suspended while the Shareholder is present your vote on that item will be invalid.

SUBMIT YOUR PROXY VOTE BY PAPER Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS SIGNING INSTRUCTIONS The name and address shown above is as it appears on the Company’s You must sign this form as follows in the spaces provided share register. If this information is incorrect, and you have an Issuer Individual : Where the holding is in one name, the Shareholder must sign. Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored Joint holding : Where the holding is in more than one name, all of the by a broker should advise their broker of any changes. Shareholders should sign.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

APPOINTMENT OF SECOND PROXY

POWER OF ATTORNEY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. └

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms. +

Return your completed form

All enquiries to Automic

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WEBCHAT BY MAIL IN PERSON BY EMAIL https://automic.com.au/ Automic Automic meetings@automicgroup.com.au GPO Box 5193 Level 5, 126 Phillip Street PHONE 1300 288 664 (Within Australia) Sydney NSW 2001 Sydney NSW 2000 +61 2 9698 5414 (Overseas)

Complete and return this form as instructed only if you do not vote online

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Dotz Nano Limited, to be held at 2:00 pm (AEST) on Friday 31 May 2019 at Level 14, 330 Collins Street, Melbourne, Victoria 3000 hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair. Resolutions For Against Abstain 1. Remuneration Report 2. Re-election of Director – Mr John Bullwinkel 3.� Ratification of issue of Placement Options 4. Approval to issue Lead Manager Options 5. Approval of 10% Placement Facility 6. Renewal of Proportional Takeover Bid Approval Provisions 7. Ratification of issue of Consideration Shares Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone ytime Telephone time Telephone phone hone Date (DD/MM/YY)(DD/MM/YY)DD/MM/YY)) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone ytime Telephone time Telephone phone hone Date (DD/MM/YY)(DD/MM/YY)DD/MM/YY)) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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