DUBBER CORPORATION LIMITED — Proxy Solicitation & Information Statement 2017

Dec 21, 2017

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Dubber Corporation Limited ACN 089 145 424

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

A general meeting of the Company will be held at Punthill Little Burke St, ‘Lonsdale Room’, 11-17 Cohen Place Melbourne VIC 3000 on 30 January 2018 at 11.00am (AEDT).

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

Should you wish to discuss any matter

please do not hesitate to contact the Company Secretary by telephone on (08) 9388 8290.

DUBBER CORPORATION LIMITED ACN 089 145 424

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Dubber Corporation Limited ( Company ) will be held at Punthill Little Burke St, ‘Lonsdale Room’, 11-17 Cohen Place Melbourne VIC 3000 on 30 January 2018 at 11.00am (AEDT) ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 28 January 2018 at 7.00pm (AEDT).

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Section 8.

AGENDA

1. Resolution 1 – Ratification of prior issue of shares Listing Rule 7.4 (Placement made under LR7.1)

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue by the Company of 5,435,343 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or any associates of such a person) who participated in the Placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

However, the Company will 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 person chairing the Meeting 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.

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2. Resolution 2 – Ratification of prior issue of shares Listing Rule 7.4 (Placement made under LR7.1A)

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue by the Company of 11,708,229 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person (or any associates of such a person) who participated in the Placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.

However, the Company will 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 person chairing the Meeting 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.

3. Resolution 3 – Issue of shares to Mr Stephen McGovern (Placement)

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

"That, for the purpose of Listing Rule 10.11, and for all other purposes, Shareholders approve the subscription by Mr Stephen McGovern (and/or his nominee) of, and authorise the Company to issue to him and/or his nominee, 1,428,572 fully paid ordinary shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr McGovern and his nominees or any of their associates.

However, the Company will 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 the directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

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4. Resolution 4 – Issue of loan funded shares to Mr Peter Clare

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

"That, for the purposes of ASX Listing Rule 10.11, and for all other purposes, approval be given for the issue of shares in the Company to Mr Peter Clare (or his nominee) on the terms set out in the Explanatory Statement.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr Clare and his nominees or any of their associates.

However, the Company will 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 the directions on the Proxy Form; or

• (b) it is cast by the Chairman 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.

Voting Prohibition Statement

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

• (a) the proxy is either:

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

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chairman; and

• (d) the appointment expressly authorises the Chairman to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated 22 December 2017

BY ORDER OF THE BOARD

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Mr Ian Hobson Company Secretary

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DUBBER CORPORATION LIMITED ACN 089 145 424

EXPLANATORY STATEMENT

1. Introduction

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Punthill Little Burke St, ‘Lonsdale Room’, 11-17 Cohen Place Melbourne VIC 3000 on 30 January 2018 at 11.00am (AEDT).

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Statement is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

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

2. Action to be taken by Shareholders and Proxies

Shareholders should read the Notice and this Explanatory Statement carefully before deciding how to vote on the Resolutions.

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:

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

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

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

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

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3. Resolutions 1 and 2 – Ratification of prior issue of shares Listing Rule 7.4 (Placements)

3.1 Background

On 21 December 2017, the Company issued 17,143,572 Shares under a placement to professional and sophisticated investors, as announced to ASX on 14 December 2017 ( Placement ).

The Company issued the Shares within the 15% annual limit set out in ASX Listing Rule 7.1 and the 10% annual limit set out in ASX Listing Rule 7.1A (described below). By issuing those Shares under the Placement, the Company’s capacity to issue further Equity Securities without Shareholder approval within those limits was accordingly reduced.

Resolutions 1 and 2 seek Shareholder approval for the prior issue of the 17,143,572 Shares to the placees noted above. They are proposed as ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote are in favour of the Resolutions. Shareholders’ attention is drawn to the voting exclusion statement in relation to Resolutions 1 and 2 in the Notice.

3.2 Listing Rules 7.1, 7.1A and 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to certain exceptions, issue or agree to issue more equity securities in any 12 month period other than the amount which is equal to 15% of its fully paid ordinary securities on issue at the start of that 12 month period ( 15% share issue capacity ).

ASX Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its annual general meeting ( AGM ) to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM ( 10% share issue capacity ). The Company is an eligible company and sought and received shareholder approval to the 10% share issue capacity at its AGM on 29 November 2017. The shareholder approval is valid until the earlier of 12 months from the date of the AGM (that is, until 29 November 2018) or, if the Company undertakes a significant transaction requiring shareholder approval under Listing Rile 11.1.2 or 11.2, the date the shareholders approve that transaction.

ASX Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 or 7.1A will be treated as having been made with shareholder approval for the purposes of those Listing Rules if shareholders subsequently ratify it and the issue did not breach Listing Rule 7.1.

The Company is seeking shareholder approval to ratify the issue on 21 December 2017 of:

• 5,435,343 Shares issued under the Company’s Listing Rule 7.1 capacity, and

• 11,708,229 Shares issued under the Company’s Listing Rule 7.1A.

The Shares were issued at $0.35 per Share and rank equally with all Shares currently on issue.

The new funds were raised to:

• further expand the Company’s operations, particularly in North America and Europe where the Company is seeing strong demand for its services and a number of strategic

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agreements with tier one service providers reach anticipated full deployment in calendar 2018;

• fund additional staffing and strategic account directors as its cloud call recording and intelligence platform is fully integrated into BroadSoft’s BroadCloud Unified Communications delivery platform; and

• general corporate and working capital purposes.

Without Shareholder approval pursuant to Listing Rule 7.4, the issues will be counted towards the Company's 15% share issue capacity and 10% share issue capacity respectively and will therefore reduce the Company's capacity to issue securities in the future without obtaining Shareholder approval.

Accordingly, the resolutions seek Shareholder approval to allow the Company to substantially refresh its 15% share issue capacity (Resolution 1) and 10% share issue capacity (Resolution 2).

The Directors unanimously recommend that shareholders vote in favour of Resolutions 1 and 2.

4. Resolution 3 – Issue of shares to Mr Stephen McGovern (Placement)

4.1 Background

As announced to ASX on 14 December 2017, Mr Stephen McGovern, a Director, agreed to subscribe for 1,428,572 Shares under the Placement, subject to the Company obtaining Shareholder approval for the issue of those Shares. Further details of the Placement are set out in Section 4.

Accordingly Mr McGovern wishes to obtain Shareholder approval for the subscription of 1,428,572 Shares ( Director Capital Raising Shares ).

Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Director Capital Raising Shares to Mr McGovern (and/or his nominee). If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1.

Furthermore, Shareholder approval of the issue of the Director Capital Raising Shares means that these issues will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 3 is an ordinary resolution.

4.2

Specific information required by Listing Rule 10.13

The following information is provided for the purposes of Listing Rule 10.13:

• (a) Mr McGovern is a related party of the Company by virtue of his being a Director.

• (b) The maximum number of Shares to be issued to Mr McGovern (and/or his nominee) is 1,428,572 Shares.

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• (c) The issue of the Director Capital Raising Shares will occur no later than one month after the date of the Meeting.

• (d) The Director Capital Raising Shares will be issued at an issue price of $0.35 per Share, being the issue price under the Placement. They will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.

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

• (f) The funds raised from the issue of the Director Capital Raising Shares will be aggregated with and used for the same purpose as the funds raised from the Placement. See Section 3 for further details.

5. Resolution 4 – Issue of loan funded shares to Mr Peter Clare

5.1 Background

The Company is proposing to issue Shares to Mr Peter Clare in accordance with approval sought under Resolution 4.

Mr Clare was appointed to the Board on 1 December 2017. His remuneration package comprises a cash and equity component, namely $100,000 in cash per annum (exclusive of superannuation and other entitlements) and, subject to Shareholder approval, up to 600,000 Shares in the form of loan funded Shares on the same terms and conditions applying to loan funded Shares issued under the Loan Funded Share Plan ( Plan ) adopted by the Company and approved by Shareholders on 30 June 2017 in general meeting. See the Schedule for a summary of the Plan and loan funded Shares.

It is intended that the Shares for Mr Clare will vest in three tranches of 200,000 Shares on each of the first, second and third anniversaries of the Grant Date, and are subject to forfeiture on the same terms as set out in the Plan.

The proposed Share issue to Mr Clare is to occur outside of the Plan in order to maintain the Company’s capacity to issue securities within the 5% limit across its existing employee incentive schemes.

5.2 Chapter 2E of the Corporations Act

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

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

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

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

The issue of Shares constitutes giving a financial benefit and Mr Clare is a related party of the Company by virtue of his position as a Director.

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The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the proposed issue of the Shares because the agreement to do so, reached as part of the remuneration package for Mr Clare, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

5.3

ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders.

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Shares to Mr Clare (or his nominee). If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1.

Furthermore, Shareholder approval of the issue of the Shares means that these issues will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 4 is an ordinary resolution.

5.4 Specific information required by Listing Rule 10.13

The following information is provided for the purposes of Listing Rule 10.13:

• (a) Mr Clare is a related party of the Company by virtue of his being a Director.

• (b) The number of Shares to be issued to Mr Clare is fixed at 600,000 Shares.

• (c) Subject to ASX granting a waiver of the application of Listing Rule 10.13.5, the issue price of the Shares to be acquired has been determined by the Board to be the higher of:

• (i) the closing price of Shares on ASX on the date of the general meeting of the Company on which the resolution is put to Shareholders, and

• (ii) $0.35 per Share (being the price at which the Company conducted its recent placement of Shares to professional and sophisticated investors as detailed in Section 3).

The issue price does not impact upon the number of Shares that will be issued.

The Company is seeking the abovementioned waiver and will advise Shareholders in due course of ASX’s decision in that regard.

• (d)

• A voting exclusion statement is included in the Notice.

• (e) No funds will be raised from the issue of the Shares, as the Company will provide a loan to Mr Clare for their acquisition. The terms of the loan granted to Mr Clare will be subject to the same terms and conditions as those that apply to eligible persons under the Plan, as summarised in the Schedule.

• (f) It is intended that Loan Funded Shares will be issued to Mr Clare as soon as is practicable after the general meeting. In any event, the issue will occur within one month after the date of the meeting.

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Other than Mr Clare, no other Director has an interest in the outcome of this resolution. However, as the other Directors are “Key Management Personnel” for the purpose of the Corporations Act, a voting exclusion statement applies as set out in the Notice of Meeting. For those reasons, Mr Clare and the other directors will not be making recommendations as to voting on this resolution.

6. Definitions

In this Notice, Explanatory Statement and Proxy Form:

$ means Australian Dollars.

AEDT means Australian Eastern Daylight-Savings Time, being the time in Melbourne, Victoria.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Board means the board of Directors.

Business Day has the meaning in Chapter 19 of the Listing Rules.

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 Dubber Corporation Limited ACN 089 145 424.

Company Group means the Company and its ‘related bodies corporate’ (as that term is defined in the Corporations Act).

Constitution means the current constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Capital Raising Shares has the meaning given in Section 5.

Equity Securities has the same meaning as in the ASX Listing Rules.

Explanatory Statement means the Explanatory Statement attached to the Notice.

Grant Date means a date determined by the Board.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Loan means loan from the Company to a Participant provided pursuant to the Plan.

Loan Funded Share means a Share that is subject to a Loan and/or to any conditions issued under the Plan.

Listing Rules means the listing rules of ASX.

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

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Notice means this notice of meeting.

Participants means key personnel and Directors.

Placement has the meaning in Section 3.1.

Plan is defined in Section 5.1.

Plan Rules means the rules governing the Plan.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Statement.

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

Vesting Conditions means vesting conditions for Loan Fund Shares as determined by the Board. In this Notice, words importing the singular include the plural and vice versa.

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Schedule – Summary of terms and conditions of loan funded share plan

Key personnel and Directors ( Participants ) selected by the Board at its discretion will be offered the opportunity to participate in the Plan. Loan funded shares offered under the Plan may be issued to the Participant or purchased on-market, at the discretion of the Board.

Loan Funded Shares

Participants will acquire loan funded shares at market value as at a date determined by the Board ( Grant Date ) using a loan provided by the Company ( Loan ). The Loan will be interest-free and limited recourse in accordance with the loan terms and the Plan Rules.

The Plan Rules require the Loan to be repaid before a Participant can sell their Shares.

Vesting Conditions of Loan Funded Shares

The Board has the discretion to impose such vesting conditions in relation to the loan funded shares as it deems appropriate. These may include conditions relating to continued employment or service, performance (of the Participant or the Company) and the occurrence of specific events.

Restrictions on Disposal of Loan Funded Shares

A Participant must not sell, transfer, encumber or otherwise deal with a Loan Funded Share unless otherwise permitted under the Plan or determined by the Board. The loan funded shares will not be quoted on ASX and, at the discretion of the Company, will be the subject of a “holding lock”, restricting the Participant’s ability to trade the Shares.

Forfeiture of Loan Funded Shares

Forfeiture conditions apply at all times while each Participant holds loan funded shares, such that the Participant will forfeit their interest in the loan funded shares where the Participant is determined by the Board to:

• be a leaver (with some qualification as set out below);

• be in breach of any terms of the Loan; or

• fail to satisfy the vesting conditions determined by the Board.

Leavers

If a Participant ceases to be employed or engaged by the Company or a subsidiary or, if a Director, ceases to be a Director, the Board will determine within which category of ‘Leaver’ (as defined below) that Participant falls, and will make a determination in respect of vesting and forfeiture of the loan funded shares held by that Participant as set out below:

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Type of Leaver	Defined as…	Unvested Loan Fund Shares	Vested Loan Fund Shares
Good Leaver	A Participant who ceases employment for reasons of ill- health, total and permanent disability, death, redundancy, retirement (with the agreement of the Board), or the sale by the Company of the business in which the Participant is employed such that it is no longer a member of the Company Group. Also includes, in the case of a Director, a person who retires from that position for reasons of ill-health or total and permanent disability, or dies.	Will vest pro-rata based on the portion of the Vesting Period which has expired as at the date on which employment, engagement or directorship ceases (Cessation Date), and having regard to the extent to which any Vesting Conditions have been satisfied, all as determined by the Board. Any loan funded shares which remain unvested following the Board’s determination are forfeited.	May be retained, subject to repayment of the balance of the Loan by the earlier of its maturity date or the date which is 6 months from the Cessation Date (or 12 months in the case of cessation of employment, engagement or directorship due to death).
Bad Leaver	A Participant who ceases employment in circumstances of: • breach of the Loan Agreement or serious/ persistent breach of employment/engagement; • grave misconduct or recklessness in the discharge of duties; • actual or potential disqualification from managing corporations under the Corporations Act; or • directly competes with the Company’s business as employee, contractor, director or substantial owner within 6 months of ending employment/ engagement with the Company. Also includes, in the case of a Director, a Participant who retires or resigns as a Director without prior approval from the Board, or is removed from the Board by Shareholder vote.	Will be forfeited.	Any vested loan funded shares that remain subject to any condition, or remain held in trust, or if the Loan balance is outstanding and not repaid within 7 days of cessation, will be forfeited.
Leaver	A Participant who ceases employment, engagement or directorship, and who is not a Good Leaver or Bad Leaver	Will be forfeited (unless the Board determines otherwise).	May be retained, subject to repayment of the balance of the Loan by earlier of its maturity date or the date which is 6 months from the Cessation Date.

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Change in control of the Company

If the Company becomes, or in the opinion of the Board is likely to become, subject to a change of control, unvested loan funded shares will vest pro-rata based on the portion of the Vesting Period which has expired as at the relevant date and, provided the terms of the Loan are complied with, Participants may dispose of their vested loan funded shares by:

• selling their loan funded shares; or

• requesting the Company buy-back their loan funded shares.

Loan Terms

Participants will be invited to purchase Shares using loan funds under a loan agreement with the Company ( Loan ). The Loan must always be repaid if the Participant wishes to benefit from the Shares. Participants only benefit from growth in share price.

The Loan commences on the Grant Date and, subject to the Board’s discretion to permit the Loan to continue for a further specified period, must be repaid by the earliest of the following:

• five years from the Grant Date;

• the date the Participant ceases employment, engagement or directorship with the Company;

• the date the loan funded shares are forfeited;

• the date the Board determines any of the vesting conditions will not be satisfied;

• the date the Company is wound up; or

• the date, other than above, that the Participant and the Company agree to in writing.

The Loan is interest-free and fee-free, and limited recourse. Limited recourse means the repayment amount will be the lesser of the outstanding Loan value and the market value of the loan funded shares that were acquired using the Loan. If the Participant’s loan funded shares are of lower value than the Loan balance at the time that they are required to repay the Loan, that Participant’s loan funded shares will be disposed of at market value and the proceeds applied in full satisfaction of the Loan obligations.

The Participant may repay the Loan before the repayment date. The Loan must be repaid in full (or arrangements for the repayment of the Loan entered into to the satisfaction of the Board), and the Vesting Conditions satisfied, before the loan funded shares can be disposed of.

If dividends are paid by the Company on the Participant’s loan funded shares, the Company will apply the after-tax value of the dividends to the repayment of the Loan.

When the Loan is due for repayment, the Company may sell or buy-back some or all of the Participant’s loan funded shares to satisfy the outstanding Loan balance. The proceeds from any sale or buy-back of the loan funded shares will be applied to repay the outstanding Loan balance and any excess funds after costs and expenses will be returned to the Participant if they are entitled to them under the terms of the Plan Rules and the Loan.

Maximum number of Shares to be offered

The maximum number of Shares that may be granted pursuant to the Plan on each Grant Date (in addition to the number of securities issued under the Company’s existing employee incentive schemes) is 5% of the total issued share capital of the Company as at the relevant Grant Date.

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Dubber Corporation Limited | ACN 089 145 424

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GM Registration Card

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

Holder Number:

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Vote by Proxy: DUB

Your proxy voting instruction must be received by 11.00am (AEDT) on Sunday, 28 January 2018, 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.

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SUBMIT YOUR PROXY VOTE BY PAPER

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/#/home Shareholders sponsored by a broker should advise their broker of any changes

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman 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 Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman 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 KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

You must sign this form as follows in the spaces provided

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

Joint holding : Where the holding is in more than one name, all of the 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.

ATTENDING THE MEETING

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.

POWER OF ATTORNEY

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.

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Return your completed form: Contact us – All enquiries to Automic: BY MAIL WEBCHAT Automic Registry Services https://automic.com.au/ PO Box 2226 Strawberry Hills NSW 2012 EMAIL hello@automic.com.au IN PERSON Automic Registry Services PHONE Level 3, 50 Holt Street, 1300 288 664 (Within Australia) Surry Hills NSW 2010 +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 General Meeting of Dubber Corporation Limited, to be held at 11.00am (AEDT) on Tuesday, 30 January 2018 at Punthill Little Burke Apartment Hotel, ‘Lonsdale Room’, 11 – 17 Cohen Place, Melbourne VIC 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 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 RESOLUTION 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 4 (except where I/we have indicated a different voting intention below) even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Resolutions For Against Abstain

1 Ratification of prior issue of shares Listing Rule 7.4 (Placement made under LR7.1)

2 Ratification of prior issue of shares Listing Rule 7.4 (Placement made under LR7.1A)

3 Issue of shares to Mr Stephen McGovern (Placement)

4 Issue of loan funded shares to Mr Peter Clare

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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 SHAREHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3

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Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name……………………………………………………….. Contact Daytime Telephone………………………………………………… Date _ / _ / ___

Email Address

By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

DUB