DOTZ NANO LIMITED — Proxy Solicitation & Information Statement 2024

Aug 25, 2024

Dotz Nano Limited ACN 125 264 575

Notice of Extraordinary General Meeting Explanatory Statement Proxy Form

Date: Thursday, 26 September 2024

Time: 3:00pm (AEST)

Place: Virtual meeting accessible online, pre-register in advance:

https://us02web.zoom.us/webinar/register/WN_67jy1OWgQ9aDWHZ1Q1sHpg

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by email – andrew.r@dotz.tech.

Contents

Venue and Voting Information	2
Notice of Extraordinary General Meeting – Agenda and Resolutions	5
Notice of Extraordinary General Meeting – Explanatory Statement	10
Glossary	19
Annexure A – Terms of the Placement Options	20
Annexure B – Terms of the Employee Incentive Option Plan	21
Proxy Form	Attached

Venue and Voting Information

The Extraordinary General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3:00pm (AEST) on Thursday, 26 September 2024 as a virtual meeting accessible online.

Based on the information available at the date of the Notice of Extraordinary General Meeting, the Board considers that it is appropriate to hold a virtual meeting. Shareholders will be able to attend the Meeting online and can pre-register in advance for the virtual meeting here:

https://us02web.zoom.us/webinar/register/WN_67jy1OWgQ9aDWHZ1Q1sHpg

After registering, Shareholders will receive a confirmation email containing information on how to attend the virtual meeting on the day of the Extraordinary General Meeting.

Shareholders who attend online will have the opportunity to vote, ask questions (written and oral) and make comments in real time.

Whilst Shareholders will be able to attend and participate in the Meeting online, the Company strongly encourages you to submit completed Proxy Forms prior to the Meeting in accordance with the instructions set out in the Proxy Form and the Notice of Extraordinary Meeting.

As permitted by the Corporations Act, the Company will not be sending hard copies of the Notice of Extraordinary General Meeting to Shareholders unless the Shareholder has made a valid election to receive documents in hard copy.

Shareholders that have an existing account with Automic will be able to watch, listen, ask questions and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their holder number, (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au.

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

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1. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to access registration.

2. Click on “ Register ” and follow the steps.

3. Click on the URL to join the webcast where you can view and listen to the virtual meeting. Note that the webcast will open in a separate window.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to the Company Secretary, Andrew Ritter by email to: andrew.r@dotz.tech at least 48 hours before the EGM.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

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

Voting in person

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

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the EGM can do so through the online meeting platform powered by Automic.

Once the Chair of the Meeting has declared the poll open for voting click on "Refresh" within the platform to be taken to the voting screen.

Select your voting direction and click "confirm" to submit your vote. Note that you cannot amend your vote after it has been submitted.

For further information on the live voting process please see the Registration and Voting Guide at - https://www.automicgroup.com.au/virtual agms/

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see theOnline Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual-agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

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Your Proxy instruction must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Notice of Extraordinary General Meeting

Notice is hereby given that the Extraordinary General Meeting of Shareholders of Dotz Nano Limited ACN 125 264 575 will be held at 3:00pm (AEST) on Thursday, 26 September 2024 as a virtual meeting. Shareholders must pre-register in advance to attend virtually:

https://us02web.zoom.us/webinar/register/WN_67jy1OWgQ9aDWHZ1Q1sHpg

Explanatory Statement

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Extraordinary General Meeting. The Explanatory Statement, Annexures and the Proxy Form all form part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 7:00PM (AEST) on Tuesday, 24 September 2024.

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

Agenda

Resolutions

1. Resolution 1 – Approval of issue of Placement Shares for the purposes of ASX Listing Rule 10.11

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue to Southern Israel Bridging Fund Two, LP, a related party of Mr Doron Eldar (a Director of the Company) 3,000,000 Placement Shares at $0.10 per Share on the terms and conditions described in the Explanatory Statement which accompanies and forms part of the Notice of Extraordinary Meeting.”

Voting Exclusion Statement : As required by the ASX Listing Rules, the Company will disregard any votes cast on Resolution 1 by or on behalf of:

(a)	(a)	a person who is expected to participate in, or who will obtain a material benefit as a
		result of, the proposed issue (except a benefit solely by reason of being a holder of
		ordinary securities in the entity); or
(b)		an Associate of those persons.
However, the Company need not disregard a vote if:

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

• (ii) 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 chair decides; or

• (iii) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that: (A) the beneficiary provides written confirmation to the person that the beneficiary is not excluded from voting on this Resolution 1 and is not an Associate of a person excluded from voting on this Resolution 1; and

• (B) it is cast in accordance with a direction given by the beneficiary to the holder.

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2. Resolution 2 – Approval of issue of Placement Options for the purposes of ASX Listing Rule 10.11

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue to Southern Israel Bridging Fund Two, LP, a related party of Mr Doron Eldar (a Director of the Company) 3,000,000 Placement Options with an exercise price of $0.165 per Option on the terms and conditions described in the Explanatory Statement which accompanies and forms part of the Notice of Extraordinary Meeting.”

Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard	Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard
any	votes cast on Resolution 2 by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as a
	result of, the proposed issue (except a benefit solely by reason of being a holder of
	ordinary securities in the entity); or
(b)	an Associate of those persons.
However, the Company need not disregard a vote if:
(i)	it is cast by a person as a proxy or attorney for a person who is entitled to vote, in
	accordance with the directions given to the proxy or attorney on the proxy form;
(ii)	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 chair decides; or
(iii)	it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary
	capacity on behalf of a beneficiary provided that:
	(A) the beneficiary provides written confirmation to the person that the
	beneficiary is not excluded from voting on this Resolution 2 and is not an
	Associate of a person excluded from voting on this Resolution 2; and
	(B) it is cast in accordance with a direction given by the beneficiary to the holder.

3. Resolution 3 – Approval of issue of Placement Shares for the purposes of ASX Listing Rule 10.11

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue to Marzameno Ltd, a related party of Ms Kerry Harpaz (a Director of the Company) 1,000,000 Placement Shares at $0.10 per Share on the terms and conditions described in the Explanatory Statement which accompanies and forms part of the Notice of Extraordinary Meeting.”

Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard	Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard
any	votes cast on Resolution 3 by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as a
	result of, the proposed issue (except a benefit solely by reason of being a holder of
	ordinary securities in the entity); or
(b)	an Associate of those persons.
However, the Company need not disregard a vote if:

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(i)	it is	cast by a person as a proxy or attorney for a person who is entitled to vote, in
	accordance with the directions given to the proxy or attorney on the proxy form;
(ii)	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 chair decides; or
(iii)	it is	cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary
	capacity on behalf of a beneficiary provided that:
	(A)	the beneficiary provides written confirmation to the person that the beneficiary is not
		excluded from voting on this Resolution 3 and is not an Associate of a person excluded
		from voting on this Resolution 3; and
	(B)	it is cast in accordance with a direction given by the beneficiary to the holder.

4. Resolution 4 – Approval of issue of Placement Options for the purposes of ASX Listing Rule 10.11

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue to Marzameno Ltd, a related party of Ms Kerry Harpaz (a Director of the Company) 1,000,000 Placement Options with an exercise price of $0.165 per Option on the terms and conditions described in the Explanatory Statement which accompanies and forms part of the Notice of Extraordinary Meeting.”

Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard	Voting Exclusion Statement: As required by the ASX Listing Rules, the Company will disregard
any	votes cast on Resolution 4 by or on behalf of:
(a)	a person who is expected to participate in, or who will obtain a material benefit as a
	result of, the proposed issue (except a benefit solely by reason of being a holder of
	ordinary securities in the entity); or
(b)	an Associate of those persons.
However, the Company need not disregard a vote if:
(i)	it is cast by a person as a proxy or attorney for a person who is entitled to vote, in
	accordance with the directions given to the proxy or attorney on the proxy form;
(ii)	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 chair decides; or
(iii)	it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary
	capacity on behalf of a beneficiary provided that:
	(A) the beneficiary provides written confirmation to the person that the beneficiary is not
	excluded from voting on this Resolution 4 and is not an Associate of a person excluded
	from voting on this Resolution 4; and
	(B) it is cast in accordance with a direction given by the beneficiary to the holder.

5. Resolution 5 – Proposed issue of Options to Mr Bernie Brookes AM, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

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“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 3,000,000 Options under the Option Plan to Mr Bernie Brookes AM (or his nominee), a Director of the Company, on terms described in the Explanatory Statement."

Note: The Explanatory Statement provides a summary of the Option Plan and the effect of the proposed approval under ASX Listing Rules. If approval is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 10.11.

Resolution 5 is subject to voting exclusions set out at the end of this Notice of Meeting.

6. Resolution 6 – Proposed issue of Options to Mr Doron Eldar, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 1,500,000 Options under the Option Plan to Mr Doron Eldar (or his nominee), a Director of the Company, on terms described in the Explanatory Statement."

Note: The Explanatory Statement provides a summary of the Option Plan and the effect of the proposed approval under ASX Listing Rules. If approval is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 10.11.

Resolution 6 is subject to voting exclusions set out at the end of this Notice of Meeting.

7. Resolution 7 – Proposed issue of Options to Ms Kerry Harpaz, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 1,500,000 Options under the Option Plan to Ms Kerry Harpaz (or her nominee), a Director of the Company, on terms described in the Explanatory Statement."

Note: The Explanatory Statement provides a summary of the Option Plan and the effect of the proposed approval under ASX Listing Rules. If approval is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 10.11.

Resolution 7 is subject to voting exclusions set out at the end of this Notice of Meeting.

8. Resolution 8 – Proposed issue of Options to Mr Mitchell Board, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 1,500,000 Options under the Option Plan to Mr Mitchell Board (or his nominee), a Director of the Company, on terms described in the Explanatory Statement."

Note: The Explanatory Statement provides a summary of the Option Plan and the effect of the proposed approval under ASX Listing Rules. If approval is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 10.11.

Resolution 8 is subject to voting exclusions set out at the end of this Notice of Meeting.

9. Resolution 9 – Proposed issue of Options to Mr Glenn Kelly, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 1,500,000 Options under the Option Plan to Mr Glenn Kelly (or his nominee), a Director of the Company, on terms described in the Explanatory Statement."

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Note: The Explanatory Statement provides a summary of the Option Plan and the effect of the proposed approval under ASX Listing Rules. If approval is given under ASX Listing Rule 10.14, approval is not required under ASX Listing Rule 10.11.

Resolution 9 is subject to voting exclusions set out at the end of this Notice of Meeting.

10. Resolution 10 – Proposed issue of Options to Mr Sharon Malka, Director of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue and allotment of 1,467,750 Options under the Option Plan, to Mr Sharon Malka (or his nominee), a Director of the Company, on terms described in the Explanatory Statement."

Resolution 10 is subject to voting exclusions set out at the end of this Notice of Meeting.

BY ORDER OF THE BOARD

Andrew Ritter Company Secretary 26 August 2024

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Explanatory Statement

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Resolutions

Resolutions 1 - 4 – Approval of issue of Placement Shares and Placement Options

Background

On 30 July 2024, the Company announced that it had received binding commitments to raise approximately $2,285,000 (before costs) in a placement of 22,850,000 Shares at an issue price of $0.10 per Share ( Placement Shares ) to institutional and sophisticated investors ( Placement ). The offer under the Placement included 1 free attaching option each exercisable at $0.165 expiring two years from the date of issue ( Placement Options ) for every one Placement Share subscribed for.

As part of the $2,285,000 raised, related parties of the Directors of the Company, Mr Doron Eldar and Ms Kerry Harpaz, committed (in aggregate) to invest up to $400,000 in the Company under the Placement which requires Shareholder approval.

Accordingly, the issue of 4,000,000 Placement Shares and 4,000,000 Placement Options (together the Related Party Placement Securities ) is proposed to be made to related parties of each Mr Doron Eldar and Ms Kerry Harpaz, Directors of the Company, and Shareholder approval is being sought to issue and allot:

• (a) 3,000,000 Placement Shares to a related party of Doron Eldar (a Director of the Company) ( Resolution 1 );

• (b) 3,000,000 Placement Options to a related party of Doron Eldar (a Director of the Company) ( Resolution 2 );

• (c) 1,000,000 Placement Shares to a related party of Kerry Harpaz (a Director of the Company) ( Resolution 3 ); and

• (d) 1,000,000 Placement Options to a related party of Kerry Harpaz (a Director of the Company) ( Resolution 4 ).

ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval. A person in a position of influence for the purposes of Listing Rule 10.11 includes:

10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an Associate of a person referred to in (a) to (c) above; and

• 10.11.5 a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders.

As each of Mr Doron Eldar and Ms Kerry Harpaz are Directors of the Company, each of them is a person

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in a position of influence for the purposes of ASX Listing Rule 10.11. The proposed issue does not fall within any of the exceptions in ASX Listing Rule 10.12, and therefore requires the approval of the Company’s Shareholders under ASX Listing Rule 10.11.

If approval is obtained under ASX Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under ASX Listing Rule 7.1.

To this end, Resolutions 1,2,3 and 4 seek the required Shareholder approval to issue the Related Party Placement Securities to a related party of each Mr Doron Eldar and Ms Kerry Harpaz under and for the purposes of ASX Listing Rule 10.11.

If Resolutions 1,2,3 and 4 are passed, the Company will be able to proceed with the proposed issue of Related Party Placement Securities raising the $400,000 portion to complete the Placement.

If Resolutions 1,2,3 and 4 are not passed, the Company will not be able to proceed with the proposed issue of Related Party Placement Securities and will not raise those additional funds.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Related Party Placement Securities (each of which are a type of equity security, for the purposes of the ASX Listing Rules) constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

As the Related Party Placement Securities are being offered to a related party of each Mr Doron Eldar and Ms Kerry Harpaz on the same terms as the offer to non-related parties under the Placement, the Company relies on the “arm’s length terms” exception as set out in section 210 of the Corporations Act for the purposes of Resolutions 1, 2, 3 and 4. Therefore, the proposed issue of Related Party Placement Securities to the related party of each Mr Doron Eldar and Ms Kerry Harpaz require Shareholder approval under and for the purposes of Listing Rule 10.11 only.

Information required by ASX Listing Rule 10.13

The following information is provided to Shareholders for the purposes of ASX Listing Rule 10.13.

• (a) The Related Party Placement Securities will be issued to:

• i. Southern Israel Bridging Fund Two, LP, a related party of Mr Doron Eldar, Director of the Company; and

• ii. Marzameno Ltd, a related party of Ms Kerry Harpaz, Director of the Company.

• (b) The maximum number of securities the Company will issue is as follows:

• i. 3,000,000 Placement Shares to a related party of Doron Eldar (a Director of the Company) ( Resolution 1 );

• ii. 3,000,000 Placement Options to a related party of Doron Eldar (a Director of the Company) ( Resolution 2 );

• iii. 1,000,000 Placement Shares to a related party of Kerry Harpaz (a Director of the Company) ( Resolution 3 ); and

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• iv. 1,000,000 Placement Options to a related party of Kerry Harpaz (a Director of the Company) ( Resolution 4 ).

• (c) The number and class of securities to be issued is as follows:

• i. 4,000,000 Placement Shares, being fully paid ordinary shares in the Company and ranking equally with all other Shares on issue.

• ii. 4,000,000 Placement Options. A summary of the material terms of the Placement Options is set out in Annexure A of this Notice of Meeting.

• (d) The Placement Shares and Placement Options will be issued no later than 1 month from the date of the EGM (or otherwise, as determined by the ASX in the exercise of their discretion).

• (e) Each of the Placement Shares will be issued at an issue price of $0.10 per Share, which will raise approximately $400,000 (before costs) for the Company.

• (f) The Placement Options will be issued for nil cash consideration, as free attaching Options to the Placement Shares. If all of the Placement Options the subject of Resolutions 2 and 4 are exercised, the Company will raise approximately $760,000.

• (g) Funds raised by the issue of the Placement Shares will be used by the Company for growth initiatives as well as other general corporate purposes.

• (h) A voting exclusion statement is included in this Notice of Meeting for each Resolution 1, 2, 3 and 4.

Directors’ recommendation

The Board (other than Mr Doron Eldar) recommends that Shareholders vote in favour of Resolutions 1 and 2.

The Board (other than Ms Kerry Harpaz) recommends that Shareholders vote in favour of Resolutions 3 and 4.

The Chair of the Meeting intends to cast all undirected proxies in favour of Resolutions 1 - 4.

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Resolutions 5 to 10 – Approval of the proposed issue of Options to each of Mr Bernie Brookes AM, Mr Doron Eldar, Ms Kerry Harpaz, Mr Mitchell Board, Mr Glenn Kelly and Mr Sharon Malka (or their nominated associate)

The Company’s Employee Incentive Option Plan ( Option Plan ) was approved by the Board of Directors on 2 May 2024.

The Company seeks to invite Non-Executive Directors, Mr Bernie Brookes AM, Mr Doron Eldar, Ms Kerry Harpaz, Mr Mitchell Board and Mr Glenn Kelly, and Managing Director and CEO Mr Sharon Malka, subject to Shareholder approval sought under Resolutions 5 to 10, to participate in the Option Plan by subscribing for, in aggregate, 10,467,750 unlisted options under the Option Plan ( Options ).

Director and Related Party Approvals

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its shareholders:

• (a) a director of the Company;

• (b) an associate of a director of the Company; or

• (c) a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its shareholders.

Accordingly, as Mr Bernie Brookes AM, Mr Doron Eldar, Ms Kerry Harpaz, Mr Mitchell Board, Mr Glenn Kelly and Mr Sharon Malka are each a Director of the Company, the proposed issue of Options constitutes the acquisition of securities under an employee incentive scheme for the purposes of Listing Rule 10.14. To this end, Resolutions 5 to 10 seek the required Shareholder approval to issue the Options to each Director under and for the purposes of Listing Rule 10.14.

If shareholder approval is given under LR 10.14, the issue of equity securities to each Director will:

• not require separate approval under LR 10.11 – prohibition on issue of equity securities to a related party, such as a Director (due to exception 8 in LR 10.12);

• not count towards the Company’s 15% Placement Capacity or require separate approval under LR 7.1 (due to exception 14 in LR 7.2); and

• not count towards the Company’s Additional 10% Placement Capacity or require separate approval under LR 7.1A (due to exception 14 in LR 7.2).

The Options issued under the Option Plan will not be subject to performance conditions. In respect of the Non-Executive Directors, this is consistent with the suggested remuneration guidelines in the ASX Corporate Governance Council’s Principles and Recommendations, which recommend that NonExecutive Directors (as distinct from Executive Directors) should not receive performance-based remuneration, as it may lead to bias in their decision-making and compromise their objectivity. However, ownership of a company’s shares by its Directors aids in alignment with shareholders’ interests, and to this end a scheme under which directors are able to receive shares in lieu of part (or all of) their directors fees is a suitable structure from a governance perspective.

In respect of Mr Sharon Malka, the proposed issue of Options constitutes the giving of a financial benefit.

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The non-conflicted Directors of the Company (being all the Directors excluding Mr Malka) carefully considered the issue of these Options to Mr Sharon Malka, and formed the view that the giving of this financial benefit as part of their remuneration would be reasonable, given the circumstances of the Company, the quantum and terms of the Options, Mr Malka’s existing performance-based remuneration, and the responsibilities held by Mr Malka in the Company.

As part of the remuneration of Directors the Company proposes to issue Options to each Director as follows:

• Resolution 5: Mr Bernie Brookes AM (Chairman) – 3,000,000 Options

• Resolution 6: Mr Doron Eldar – 1,500,000 Options

• Resolution 7: Ms Kerry Harpaz – 1,500,000 Options

• Resolution 8: Mr Mitchell Board – 1,500,000 Options

• Resolution 9: Mr Glenn Kelly – 1,500,000 Options

• Resolution 10: Mr Sharon Malka – 1,467,750 Options

If Shareholders approve the proposed issue of Options under Resolutions 5 to 10, that proposed issue will proceed.

If Shareholders do not approve a proposed issue of Options under Resolutions 5 to 10, the proposed issue that is not approved will not proceed. This may impact the Company’s ability to retain its Directors as the Options form an integral part of the Company’s recruitment, remuneration and retention strategy and the Board may need to consider an alternative remuneration arrangement such as a cash payment.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Options constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

For each Director for whom the issue of Options was considered, the other non-conflicted Directors considered the proposed issue, and formed the view that the giving of the financial benefit to that Director was reasonable remuneration, given the circumstances of the Company, the quantum of the Options, the terms of the Options and the responsibilities held by that Director in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Options to each of the Directors under Resolutions 5 to 10 fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and relies on this exception for the purposes of Resolutions 5 to 10 of this Notice of Meeting. Therefore, the proposed issue of Options to the Directors under Resolutions 5 to 10 requires Shareholder approval under and for the purposes of Listing Rule 10.14 only.

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Information required under ASX Listing Rule 10.15

The following information in relation to the issue of Options to Directors the subject of Resolutions 5 to 10 is provided to Shareholders for the purposes of ASX Listing Rule 10.15:

Eligible Participants	The Company's Non-Executive Directors of the Company or their respective nominee associate. For the purposes of LR 10.15.2: • Mr Brookes, Mr Eldar, Ms Harpaz, Mr Board, Mr Kelly and Mr Malka are Directors of the Company (LR 10.14.1); and • a nominee of Mr Brookes, Mr Eldar, Ms Harpaz, Mr Board, Mr Kelly or Mr Malka is an associate of a person referred to in LR 10.14.1 (LR 10.14.2).
Type of Securities	Options
Number of Options to be Issued Subject to Shareholder Approval	The number of securities proposed to be issued is: (a) 3,000,000 Options to Mr Brookes (or his nominated associate) (Resolution 5); (b) 1,500,000 Options to Mr Eldar (or his nominated associate) (Resolution 6); (c) 1,500,000 Options to Ms Harpaz (or her nominated associate) (Resolution 7); (d) 1,500,000 Options to Mr Board (or his nominated associate) (Resolution 8); (e) 1,500,000 Options to Mr Kelly (or his nominated associate) (Resolution 9); and (f) 1,467,750 Options to Mr Malka (or his nominated associate) (Resolution 10).
Current Total Remuneration Package	The details of each Non-Executive Director's current total remuneration package are: • Mr Brookes’ total remuneration is $180,000 per annum (inclusive of superannuation entitlements) for his role as Non-Executive Director and Chair of the Company. • The total remuneration for Mr Eldar, Ms Harpaz, Mr Board and Mr Kelly is $90,000 per annum (inclusive of superannuation entitlements) for their respective roles as Non-Executive Director. The details of Mr Malka’s current total remuneration package are as follows: • Salary of 77,000 New Israeli Shekels per month (approximately A$31,890 per month, using an exchange rate of NIS:$A of 0.41) linked to Israel CPI. • Annual bonus of up to 30% of base remuneration, subject to the performance of the Executive. Under article 7.11 of the Constitution, if the Directors request that a specific non-executive director performs additional or special duties for the Company, the Company may remunerate that non-executive director as determined by the Directors and that remuneration may be either in addition to, or in substitution for, that non-executive director's remuneration under article 7.8.

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Number of Options previously issued to the Directors under the Option Plan and average acquisition price (if any) paid for those securities		Mr Brookes and Mr Eldar were each previously issued 1,940,000 unlisted options for nil consideration under the Option Plan on 6 August 2021 following receipt of shareholder approval at the Company’s 2021 Annual General Meeting held on 29 July 2021. Mr Malka has previously been issued with 9,375,000 unlisted options under the Option Plan prior to his appointment as Director. Ms Harpaz, Mr Board and Mr Kelly have not previously been issued Options under the Option Plan.	Mr Brookes and Mr Eldar were each previously issued 1,940,000 unlisted options for nil consideration under the Option Plan on 6 August 2021 following receipt of shareholder approval at the Company’s 2021 Annual General Meeting held on 29 July 2021. Mr Malka has previously been issued with 9,375,000 unlisted options under the Option Plan prior to his appointment as Director. Ms Harpaz, Mr Board and Mr Kelly have not previously been issued Options under the Option Plan.	Mr Brookes and Mr Eldar were each previously issued 1,940,000 unlisted options for nil consideration under the Option Plan on 6 August 2021 following receipt of shareholder approval at the Company’s 2021 Annual General Meeting held on 29 July 2021. Mr Malka has previously been issued with 9,375,000 unlisted options under the Option Plan prior to his appointment as Director. Ms Harpaz, Mr Board and Mr Kelly have not previously been issued Options under the Option Plan.
Issue Date of Options		The Options will be issued as soon as practicable following the Meeting, and in any event, will be issued no later than 3 years after the date of this Meeting.
Amount payable for the Options		The Options will be issued for nil cash consideration.
Summary of the material terms of the Options		Exercise Price:	For Directors:$0.19 For Executive Officers & CEO:$0.15
		Entitlement:	Each Option is exercisable into one fully paid ordinary share.
		Expiry Date:	Each Option has a term of five years from the board approval (Expiry Date). Any unexercised Options on issue at the Expiry Date will automatically lapse on the Expiry Date and be cancelled by the Company, unless lapsed and cancelled earlier in accordance with the Option Plan.
		Notice of Exercise:	The Options may be exercised in whole or in part prior to the Expiry Date by notice in writing to the Company and accompanied by payment of the Exercise Price for each Option being exercised (Exercise Date).
		Timing of issue of Shares:	As soon as practicable after the relevant Exercise Date, the Company must: (a) allot and issue the Share; and (b) do all such acts matters and things to obtain the grant of quotation for the Share on ASX.
		Vesting	For Directors:Half of the Options issued shall vest on 19 July 2025, and the remainder shall vest on 19 July 2026. For Executive Officers & CEO:One third of the Options issued shall vest on 19 July 2025, another third shall vest on 19 July 2026, and the remainder shall vest on 19 July 2027, subject to a condition in respect of continuous employment.
		Unlisted Options	The Company will not apply for quotation of the Options.
		Shares issued on exercise:	Shares issued on exercise of the Options will rank equally with the other issued Shares.
		Quotation of Shares on exercise:	Application will be made by the Company to the ASX for official quotation of the Shares issued upon the exercise of the Options.

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		Participation in new issues:	There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.
		Bonus Issues and Capital Reconstructions	In the event of a pro rata bonus issue of Company Shares or any reorganisation of the issued capital of the Company, the rights of the holder may be varied in a manner consistent with the Corporations Act and to comply with the ASX Listing Rules which apply at the time of the bonus issue of reconstruction (as the case may be).
		Dealing Restrictions	The Options may not be transferred, assigned, encumbered or otherwise disposed of.
		Voting	The Option holder is not entitled to notice of, or to vote at or attend, a meeting of the Shareholders unless and until the Options are exercised and the holder holds Shares.
		Dividends	The Options do not carry rights to dividends.
Why Options?		The Company has decided to choose this type of equity security as it is unlisted (therefore has no immediate dilutionary impact on shareholders) and the terms can be structured to assist in aligning the interests of the holders with Shareholders of the Company.
Value the Company attributes to Options		A discounted fair value of $0.06 per Option. The Black Scholes option valuation methodology has been used to determine the value of the Options.
Summary of the material terms of the Option Plan		A summary of the material terms of the Option Plan is set out in Annexure B.
No loans		No loans will be granted to the Directors in relation to their participation in the Option Plan.
Other information		Details of any securities issued under the Option Plan will be published in the Company’s annual report relating to the period in which they are issued, along with a statement that approval for the issue was obtained under listing rule 10.14. Any additional persons covered by LR 10.14 who become entitled to participate in an issue of securities under the Option Plan after Resolutions 5 to 9 are approved and who were not named in the Notice of Meeting in respect of an approved Resolution will not participate until approval is obtained under that rule.
Voting prohibition statement		A voting prohibition statement is included in this Notice of Meeting.

Voting Prohibition Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolutions 5-10 by or on behalf of a person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, which includes a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close

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family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

• (i) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolutions 5-10; and

• (ii) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 5 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolutions 5-10. If you do not want your vote exercised in favour of Resolution 5-10, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

Directors’ recommendation

Given the nature of Resolutions 5 to 10, the Board does not consider that it is appropriate to make a recommendation on how Shareholders should vote on these Resolutions.

As noted in the Proxy Form, the Chair of the Meeting intends to vote all available proxies in favour of Resolutions 5 to 10.

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Glossary

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Board means the current board of Directors of the Company.

Chair means the person chairing the Meeting.

Company means Dotz Nano Limited ACN 125 264 575.

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

Director means a current director of the Company.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

Extraordinary General Meeting or EGM or Meeting means an extraordinary general meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting dated 26 August 2024 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Placement means the placement of 22,850,000 Placement Shares and 22,850,000 Placement Options as announced by the Company on 30 July 2024.

Placement Options means the free attaching Options offered under the Placement to subscribers of Placement Shares, on the basis of 1 Placement Option for every 1 Placement Share.

Placement Shares means the Shares offered under the Placement at an issue price of $0.10 per Placement Share.

Proxy Form means the proxy form attached to this Notice of Meeting.

Related Party has the meaning given to that term in ASX Listing Rule 19.12.

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

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Automic Registry Services.

SIBF means Southern Israel Bridging Fund and its Associates.

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Annexure A – Terms of Placement Options

	Annexure A – Terms of Placement Options
Issue Price:	No amount ispayable on the issue of a Placement Option.
Exercise Price:	The amountpayable upon exercise of each Placement Option will be A$0.165.
Expiry Date:	The Placement Options will expire at 5:00pm (Sydney, Australia time) on the second anniversary of the day on which they were issued (Expiry Date). Any unexercised Options on issue at the Expiry Date will automatically lapse on the ExpiryDate and be cancelled bythe Company.
Entitlement:	Each Placement Option is exercisable into one fully paid ordinary share in the Company (each, a ‘Share’). Shares issued on exercise of the Placement Options will rank equallyin all respects with the other issued Shares.
Notice of Exercise:	The Placement Options may be exercised in whole or in part prior to the Expiry Date by notice in writing to the Company and accompanied by payment of the Exercise Price for each Placement Option being exercised (such notice, an ‘Exercise Notice’). An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds(such date,the‘Exercise Date’).
Unlisted options:	The Company will not apply for quotation of the Placement Options. Placement Options are not transferable.
Timing of issue of Shares:	As soon as practicable after the relevant Exercise Date when the Company is in a position to issue a cleansing notice under s 708A(5)(e) of the Corporations Act or a cleansing prospectus under s 708A(11) of the Corporations Act, as the case may be, the Company must: i. allot and issue the Shares; and ii. do all such acts matters and things to obtain the grant of quotation for the Share on ASX.
Quotation of Shares on exercise:	Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Placement Options, if the Company is listed at the time.
Participation in new issues:	There are no participation rights or entitlements inherent in the Placement Options and the holder will not be entitled to participate in new issues of capital offered to Shareholders duringthe currencyof the Placement Options.
Adjustment for bonus issues of Shares:	In the event the Company proceeds with a bonus issue of Shares to Shareholders after the issue of the Placement Options, the number of Shares over which a Placement Option is exercisable may be increased in the manner permitted by the ASX ListingRules applyingat the time of the bonus issue.
Adjustment of Exercise Price:	If there is a pro rata issue of Shares (other than a bonus issue of Shares) to Shareholders, after the issue of the Placement Options and before the date the relevant Placement Options must be exercised or lapse, the Exercise Price of the relevant Placement Options will be adjusted in accordance with the formula outlined in the ASX ListingRules.
Adjustment for reorganisation:	If there is any reconstruction of the issued share capital of the Company, the rights of the holder may be varied in a manner consistent with the Corporations Act and to comply with the ASX Listing Rules which apply at the time of the reconstruction.
Voting:	The holder of Placement Options is not entitled to notice of, or to vote at or attend, a meeting of the Shareholders unless and until the Placement Options are exercised and the holder holds Shares.
Dividends:	The Placement Options do not carryrights to dividends.

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Annexure B – Terms of the Employee Incentive Option Plan

The material terms and conditions of the Employee Incentive Option Plan ( Option Plan ) are as follows:

• (a) Eligibility and Grant of Plan Options : The Board may grant Options under the Option Plan ( Plan Options ) to any full or part time employee or Director of the Company or an associated body corporate or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company or any or an associated body corporate ( Eligible Participant ). Plan Options may be granted by the Board at any time.

• (b) Consideration : Each Plan Option issued under the Option Plan will be issued for nil cash consideration.

• (c) Conversion : Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.

• (d) Exercise Price and Expiry Date : The exercise price and expiry date for the Plan Options granted under the Option Plan will be determined by the Board prior to the grant of the Plan Options.

• (e) Exercise Restrictions : The Plan Options granted under the Option Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Options ( Exercise Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Plan Options.

• (f) Renounceability : Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants ).

• (g) Lapsing of Plan Options : Subject to the terms of the offer made to a Participant, an unexercised Plan Option will lapse:

• (i) on the Eligible Participant ceasing employment with the Company and:

  • A. any Exercise Conditions have not been met by the date the Relevant Person ceases to be an Eligible Participant (Ceasing Date); or

  • B. where any Exercise Conditions have been met by the Ceasing Date or the Plan Option is not subject to any Exercise Conditions, the Participant does not exercise the Plan Option within a period of six (6) months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);

• (ii) if any Exercise Condition is unable to be met; or

• (iii) the expiry date has passed.

• (h) Share Restriction Period : Shares issued on the exercise of Plan Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the Plan Options.

• (i) Disposal of Options : Plan Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

• (j) Trigger Events : The Company may permit Plan Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

• (k) Participation : There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options.

• (l) Change in exercise price : A Plan Option will not confer a right to a change in exercise price of a change in the number of underlying Shares over which the Plan Option can be exercised.

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

• (n) Israeli Sub-Plan : Participants who are residents of the State of Israel or those who are deemed to be residents of the State of Israel for tax purposes (collectively, Israeli Participants ) are also subject to the provisions of an Israeli Sub-Plan ( Sub-Plan ). The Sub-Plan only modifies the terms of Plan Options granted so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of the Israeli Tax Ordinance [New Version], 1961, as amended. This includes where Options and Shares are granted or issued to a trustee. Options or Shares held by a trustee on behalf of an Israeli Participant cannot be transferred, assigned, pledged or mortgaged, other than by will or pursuant to the laws of descent and distribution.

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Dotz Nano Limited | ABN 71 125 264 575

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Your proxy voting instruction must be received by 03.00pm (AEST) on Tuesday, 24 September 2024 , 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

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY 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. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Dotz Nano Limited, to be held virtually at 03.00pm (AEST) on Thursday, 26 September 2024 hereby:

Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair 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.

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 Resolutions 5, 6, 7, 8, 9 and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 5, 6, 7, 8, 9 and 10 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

VIRTUAL PARTICIPATION AT THE MEETING:

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

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To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions For Against Abstain	Resolutions For Against Abstain
1 Approval of issue of Placement Shares for the purposes of ASX Listing Rule 10.11 to Southern Israel Bridging Fund Two, LP	6 Proposed issue of Options to Mr Doron Eldar, Director of the Company
2 Approval of issue of Placement Options for the purposes of ASX Listing Rule 10.11 to Southern Israel Bridging Fund Two, LP	7 Proposed issue of Options to Ms Kerry Harpaz, Director of the Company
3 Approval of issue of Placement Shares for the purposes of ASX Listing Rule 10.11 to Marzameno LTD	8 Proposed issue of Options to Mr Mitchell Board, Director of the Company
4 Approval of issue of Placement Options for the purposes of ASX Listing Rule 10.11 to Marzameno LTD	9 Proposed issue of Options to Mr Glenn Kelly, Director of the Company
5 Proposed issue of Options to Mr Bernie Brookes AM, Director of the Company	10 Proposed issue of Options to Mr Sharon Malka, Director of the Company
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.

STEP 3 – Signatures and contact details

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