DUBBER CORPORATION LIMITED — Proxy Solicitation & Information Statement 2021

Aug 2, 2021

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Dubber Corporation Limited ACN 089 145 424

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

A general meeting will be held at 10.00am (AEST) on Thursday, 2 September 2021 via a web-based meeting portal

This Notice of General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their independent professional advisers prior to voting.

SEE OVERLEAF FOR IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

This meeting will be held as a virtual meeting. Given the uncertainty surrounding COVID-19, this may change at short notice and, accordingly, Shareholders are strongly encouraged to vote via proxy prior to the Meeting or appoint the Chair as their proxy.

IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND VOTING

The Company will hold the Meeting as a virtual meeting via a web-based meeting portal arranged for the Meeting.

The Company considers that the health, safety and welfare of the Company’s staff, its Shareholders and other stakeholders is of paramount importance given the dynamic nature of the COVID-19 pandemic and the ability of both the Federal and State Governments to impose restrictions on both travel and gatherings at short notice.

All resolutions at the Meeting will be voted on by poll and Shareholders who are entitled to vote may vote either at the Meeting by poll during the Meeting electronically or prior to the Meeting by appointing a proxy. Further details of the voting methods open to Shareholders are set out in detail below.

Shareholders are strongly encouraged to either vote prior to the Meeting or to appoint the Chair as their proxy.

The Board will continue to monitor the Covid-19 situation closely and details of any alternative arrangements for the Meeting will be issued to Shareholders electronically by no later than 14 days prior to the date of the Meeting or at shorter notice, depending on the circumstances.

The Company is aware that, at present, there are significant delays in the Australian postal system due to COVID-19, which may adversely affect both the receipt and return of voting forms by Shareholders. In accordance with ASIC’s no action position as outlined in 21-061MR , the Company will not be dispatching physical copies of the Notice of General Meeting and Explanatory Statement. Instead, these documents will be emailed to all Shareholders who have provided an email address to the Company’s share registrar and are otherwise available on the ASX company announcements platform at www.asx.com.au under the ASX code of “DUB”.

Shareholders who wish to attend the Meeting must first register their attendance with the Company by no later than 10.00am (AEST) on 1 September 2021, the day prior to the day of the Meeting, by email to registration@dubber.net, including the Shareholder’s name, address and HIN or SRN. The Company will then email the Shareholder the details to participate in the Meeting via Zoom (a web-based meeting portal).

Shareholders who will attend the Meeting are encouraged to submit any questions that they may wish to put to the Company during the Meeting in writing to questions@dubber.net, by no later than 10.00am (AEST) on 1 September 2021, the day prior to the Meeting. Shareholders will also be able to ask questions during the Meeting using the web-based meeting portal, and Shareholders will be required to give their names when asking a question.

Enquiries

Shareholders are requested to contact the Company Secretary on +61 8 9388 8290 if they have any queries in respect of the matters set out in this Notice of General Meeting or the Explanatory Statement.

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Voting Eligibility

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 Shareholders at 7.00pm (AEST) on 31 August 2021.

Voting by poll

All votes taken at the Meeting will be conducted by way of a poll.

Shareholders who wish to vote by poll during the Meeting must first notify the Company of their intention by emailing pollvote@dubber.net, by no later than 10.00am (AEST) on 1 September 2021, the day prior to the Meeting. Shareholders will be able to submit their email poll votes immediately after the Chair calls for a vote on each Resolution and up to a period of one hour after the Meeting ends. This means that the outcome of each Resolution will not be able to be determined until after the conclusion of the Meeting to allow the company secretary sufficient time to count such poll votes submitted by email.

Voting by proxy

Shareholders should note that:

1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

2. a proxy need not be a member of the Company; and

3. 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. To be valid, the proxy form (and any power of attorney under which it is signed) must be completed and returned by the time and in accordance with the instructions set out in the proxy form. Any proxy form received after that time will not be valid for the Meeting.

Subject to any voting restrictions set out in a voting exclusion statement in respect of the Resolutions, the Chair will vote undirected proxies on, and in favour of, each Resolution.

Corporate representatives

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s members. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

For representatives attending the Meeting, the representative must, prior to the Meeting, provide evidence of his or her appointment, to the Company by email to registration@dubber.net by no later than 10.00am (AEST) on 1 September 2021, the day prior to the Meeting, noting the authority under which the appointment is signed, unless it has previously been given to the Company. Representatives who wish to vote by poll during the Meeting must first notify the company secretary in accordance with the instructions set out above under ‘voting by poll’.

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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 on Thursday, 2 September 2021 at 10.00am (AEST) as a virtual meeting via web-based portal accessible in accordance with the instructions set out in this booklet ( 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.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Section 3.

AGENDA

Resolution 1 – Ratification of prior issue of shares – July 2021 placement (Tranche 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the issue under Listing Rule 7.1 by the Company of 33,086,809 fully paid ordinary shares to the parties and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion and Prohibition

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who received Shares in the issue or an associate of such a person. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Resolution 2 – Approval for issue of shares – July 2021 placement (Tranche 2)

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 7.1 and for all other purposes, Shareholders approve and authorise the Company to allot and issue up to 4,201,327 fully paid ordinary shares to professional and sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion and Prohibition

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person expected to participate in the issue or any of their associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company). However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 2 August 2021

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

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 as a virtual meeting via web-based portal accessible in accordance with the instructions set out in this booklet on Thursday, 2 September 2021 at 10.00am (AEST).

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.

1. Resolution 1 – Ratification of prior issue of shares – July 2021 placement (Tranche 1)

1.1 Background

On 27 July 2021, the Company announced to ASX that it had received firm commitments from institutional and professional investors in a fully underwritten share placement to raise $110,000,000 by the issue of 37,288,136 Shares in two tranches at an issue price of $2.95 per Share ( Placement ). Barrenjoey Advisory Pty Limited and Shaw and Partners Limited ( Joint Lead Managers ) acted as joint lead managers, bookrunners and underwriters for the Placement.

The first tranche of Shares under the Placement ( Tranche 1 ), comprising 33,086,809 Shares were issued on 30 July 2021 within the Company’s existing 15% share issue capacity pursuant to Listing Rule 7.1 (see Section 1.2). The second tranche of Shares under the Placement ( Tranche 2 ) comprises 4,201,327 Shares and the issue is subject to and conditional upon Shareholder approval under Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tranche 1 Shares under Listing Rule 7.1. Resolution 2 seeks approval for the issue of the Tranche 2 Shares under Listing Rule 7.1.

Resolution 1 is an ordinary resolution.

1.2 Listing Rules 7.1 and 7.4

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 ). Listing Rule 7.4 provides that an issue of securities made without approval under Listing Rule 7.1 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.

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

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1. Accordingly, Resolution 1 seeks shareholder approval under and for the purposes of Listing Rule 7.4, allowing the Company to refresh part of its 15% share issue capacity.

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If Resolution 1 is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue. If Resolution 1 is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the date of issue.

1.3 Specific information required under Listing Rule 7.5

In accordance with Listing Rule 7.5 the following information is provided in relation to Resolution 1:

• (1) The placees were institutional and professional investors determined by the Company in consultation with the Joint Lead Managers.

• (2) 33,086,809 Shares were issued, being fully paid ordinary shares.

• (3) The Shares issued rank equally with all other fully paid ordinary shares on issue in the Company.

• (4) The Shares were issued on 30 July 2021.

• (5) The Shares were issued at $2.95 per Share.

• (6) The purpose of the issue was to raise funds to pursue M&A opportunities and an acceleration of the company’s product development, brand awareness and go-to-market initiatives, and general working capital.

A voting exclusion statement is included in the Notice.

2. Resolution 2 – Approval for issue of shares – July 2021 placement (Tranche 2)

2.1 Background

Details of the Placement are set out in Section 1.1.

Resolution 1 seeks Shareholder ratification of, and approval for, the previous issues of the Shares under Tranche 1 of the Placement. Tranche 2 is the balance of the Shares under the Placement, comprising 4,201,327 Shares. Resolution 2 seeks Shareholder approval under Listing Rule 7.1 for the issue of those Shares.

Resolution 2 is an ordinary resolution.

2.2 Listing Rule 7.1

Information about Listing Rule 7.1 is set out in Section 1.2.

The Company has no additional 15% share issue capacity to issue the Tranche 2 Shares, though the approval sought under Resolution 1, if given, will refresh those capacities.

Resolution 2 seeks Shareholder approval under and for the purposes of Listing Rule 7.1 to allow the Company to issue the Tranche 2 Shares without utilising its 15% share issue capacity, which as at the date of this Notice has been exhausted.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Tranche 2 Shares. If Resolution 2 is not passed, the Company will not be able to issue the Tranche 2 Shares unless Resolution 1 is passed, in which case the Company may issue those Shares within its refreshed 15% share issue capacity.

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2.3 Specific information required under Listing Rule 7.3

In accordance with Listing Rule 7.3 the following information is provided in relation to Resolution 1:

• (1) The placees will be institutional and professional investors determined by the Company in consultation with the Joint Lead Managers.

• (2) 4,201,327 Shares will be issued, being fully paid ordinary shares.

• (3) The Shares will rank equally with all other fully paid ordinary shares on issue in the Company.

• (4) The Shares are expected to be issued on or about 6 September 2021, but in any event the issue will occur within three months of the date of approval.

• (5) The Shares will be issued at $2.95 per Share.

• (6) The purpose of the issue is to raise funds to pursue M&A opportunities and an acceleration of the company’s product development, brand awareness and go-to-market initiatives, and general working capital.

A voting exclusion statement is included in the Notice.

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3. Definitions

In this Notice, Explanatory Statement and Proxy Form:

$ means Australian Dollars.

• 15% share issue capacity is defined in Section 1.2.

AEST means Australian Eastern Standard 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.

Chair means the chair of the Meeting.

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.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the Explanatory Statement attached to the Notice.

Group means the Company and its subsidiaries.

Joint Lead Managers is defined in Section 1.1.

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

Placement is defined in Section 1.1.

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.

Tranche 1 is defined in Section 1.1.

Tranche 2 is defined in Section 1.1.

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

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