DUBBER CORPORATION LIMITED — Proxy Solicitation & Information Statement 2021

Jun 21, 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 Friday, 23 July 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 22 July 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 22 July 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 21 July 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 22 July 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 22 July 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 Friday, 23 July 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 4.

AGENDA

Resolution 1 – Grant of remuneration securities to 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 Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to:

• (a) 96,988 ZEPOs; and

• (b) 600,000 Remuneration Options,

in each case under the Company’s 2020 Employee Incentive Plan to Peter Clare or his nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour this Resolution by or on behalf of a Director or any Key Management Personnel, or an associate of those persons. 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

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• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 2 – Grant of remuneration securities to Gerard Bongiorno

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 10.14 and for all other purposes, Shareholders approve the grant of up to:

• (a) 56,253 ZEPOs; and

• (b) 300,000 Remuneration Options,

in each case under the Company’s 2020 Employee Incentive Plan to Gerard Bongiorno or his nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour this Resolution by or on behalf of a Director or any Key Management Personnel, or an associate of those persons. 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

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Resolution 3 – Grant of remuneration securities to Peter Pawlowitsch

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 10.14 and for all other purposes, Shareholders approve the grant of up to 1,213,277 ZEPOs under the Company’s 2020 Employee Incentive Plan to Peter Pawlowitsch or his nominee on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion and Prohibition

The Company will disregard any votes cast in favour this Resolution by or on behalf of a Director or any Key Management Personnel, or an associate of those persons. 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and

• (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or

• (b) the person appointed as proxy is the Chair and the appointment does not specify how the Chair is to vote but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

Dated 18 June 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 Friday, 23 July 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. Resolutions 1 and 2 – Grant of remuneration securities to Peter Clare and Gerard Bongiorno

1.1 Background

In 2020 the Company introduced a new, comprehensive equity incentive scheme for employees and directors. This followed the Company’s engagement of BDO to undertake a comprehensive independent review of its renumeration framework and produce a renumeration benchmarking report for its executive team and non-executive directors.

Details of the scheme, known as the 2020 Dubber Employee Incentive Plan, are set out in Schedule 1 ( 2020 Plan ). A full copy of the 2020 Plan is available at the Company’s registered office during normal business hours.

Under Listing Rule 7.2 (Exception 13(b)), for issues under an employee incentive scheme not to count towards the 15% capacity to issue share capital in a 12 month period without Shareholder approval, Shareholder approval of the employee incentive scheme is required every three years or if there is a material change to the terms of an approved employee incentive scheme.

Shareholders approved the 2020 Plan at the Company’s 2020 Annual General Meeting held on 30 November 2020.

1.2 Proposed grants of securities

Peter Clare is the Non-Executive Chairman of the Company and Gerard Bongiorno is a Non-Executive Director.

The Company is proposing to grant Options to each of these Directors as part of their respective remuneration packages. Existing arrangements for their remuneration expired in December 2020. The new arrangements were negotiated with each of Messrs Clare and Bongiorno during the March 2021 quarter, with final amounts and valuation determined as at 24 March 2021.

The purpose of the proposed grants is to align their interests with those of the Company and its shareholders. The Board believes that the future success of the Company will depend in large measure on the skills and motivation of the people engaged in and overseeing the management of the Company’s operations. It is therefore important that the Company is able to attract and retain people of the highest calibre, including at a Board level.

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The Board considers that the most appropriate means of achieving this is to provide Non-Executive Directors, as well as Executive Directors and employees generally, with an opportunity to participate in the Company’s future growth and provide an incentive to contribute to that growth.

An issue of securities as part of the remuneration packages of company directors is a well-established practice of publicly listed companies and, in the case of the Company, has the benefit of conserving cash whilst properly rewarding the directors. The proposed issue of ZEPOs in lieu of cash for approximately one third of fixed renumeration is consistent with recommendations provided by BDO in its benchmarking report for the Company’s executive team and non-executive directors following its review of the Company’s renumeration framework last year.

In determining the number of securities proposed to be issued and their terms, consideration was given to the relevant experience and role of each of the Directors, their respective overall remuneration terms and the market price of the Company’s securities.

The Board is seeking Shareholder approval to grant the securities to each of Mr Clare and Mr Bongiorno in accordance with the terms and conditions of the 2020 Plan as part of their respective remuneration packages, and seeks to further align Mr Clare’s and Mr Bongiorno’s interests with those of Shareholders by broadly linking their remuneration with the performance of the Company. Vesting of the securities is dependent upon various factors set out below.

The Company has considered the ASX Corporate Governance Principles and Recommendation guidelines for non-executive director remuneration, which notes that whilst it is generally acceptable for nonexecutive directors to receive securities as part of their remuneration to align their interests with the interests of other shareholders, generally they should not receive options with performance hurdles as it may lead to bias in their decision making and compromise objectivity. The Company believes the proposed issue of the Options to Mr Clare and Mr Bongiorno will not impact their independent decision making and objectivity and that share price performance hurdles more closely align their interests with that of the Company’s shareholders in creating value.

The Board (excluding Mr Clare and Mr Bongiorno who decline to make a recommendation based on their interest in the outcome of Resolutions 1 and 2) recommends that Shareholders vote in favour of the grant of the securities.

1.3 Listing Rules

Listing Rule 10.14 requires that a listed company must not issue equity securities under an employee incentive scheme to:

• a director of the company

• an associate of a director of the company; or

• a person whose relationship with the company, director of the company or an associate of a director of the company is such that, in ASX’s opinion, the issue should be approved by its shareholders,

without shareholder approval.

Resolutions 1 and 2 seek the required Shareholder approval for the issue of the securities to Mr Clare and Mr Bongiorno under and for the purposes of Listing Rule 10.14.

If Resolutions 1 and 2 are approved, the grant of securities (and Shares upon exercise of the securities) to Mr Clare and Mr Bongiorno will not be included in calculating the Company’s capacity to issue equity securities equivalent to 15% of the Company’s ordinary securities, under Listing Rule 7.1.

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If Shareholders do not approve either or both of the resolutions to grant the securities, the relevant grant will not proceed. In that circumstance, issues may arise with the competitiveness of Mr Clare’s and Mr Bongiorno’s (as relevant) total remuneration package and alignment of rewards with the market generally. The Board would then need to consider alternative remuneration arrangements, including providing equivalent cash long term incentives.

1.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act also requires Shareholder approval where a public company seeks to give a “financial benefit” to a “related party” (unless an exception applies). A “related party” for the purposes of the Corporations Act is defined widely. It includes a director of a public company and specified members of the director’s family. It also includes an entity over which a director maintains control. Directors such as Mr Clare and Mr Bongiorno are considered to be related parties within the meaning of the Corporations Act, and the securities will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act.

An exception to the requirement to obtain Shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party’s “reasonable remuneration”. The Board (other than Mr Clare and Mr Bongiorno who were not able to make a recommendation due to their interests in the grant of securities) considers that the grant of the securities to Mr Clare and Mr Bongiorno, and any issue of Shares upon the exercise of those securities, constitutes part of the reasonable remuneration of Mr Clare and Mr Bongiorno respectively. In reaching this conclusion, the Board has had regard to a variety of factors including market practice and the remuneration offered to persons in comparable positions at comparable companies.

1.5 Specific information required under Listing Rule 10.15

In accordance with Listing Rule 10.15 the following information is provided in relation to Resolutions 1 and 2:

• (a) The proposed recipients of the securities are Mr Clare and Mr Bongiorno.

• (b) The proposed issue of the securities falls within Listing Rule 10.14.1 or 10.14.2, as the proposed recipients are Directors and or their nominees.

• (c) The number and class of securities proposed to be issued are up to the amounts set out below:

Director	ZEPOs(1)	Remuneration Options(2)
Peter Clare	96,988	600,000
Gerard Bongiorno	56,253	300,000
Total	153,253	900,000

(d) The current total remuneration package for Mr Clare and Mr Bongiorno based on the indicative values attributed to the ZEPOs and the Remuneration Options (as detailed below in paragraph (f)) and expensing the total security based remuneration over a 12 month period from 24 March 2021 is outlined in the table below:

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Director	Base Salary ($)	Securities-Based Remuneration ($)(1) (12 months from 24 March 2021)	Securities-Based Remuneration ($)(1) (12 months from 24 March 2021)	Total ($)
		ZEPOs	Remuneration Options
Peter Clare	100,000	50,000	148,815	298,815
Gerard Bongiorno	58,000	29,000	74,407	161,407

Notes

• (1) In accordance with applicable accounting standards, the total value of the ZEPOs and Remuneration Options will be expensed over their vesting period. These figures represent the dollar value of the maximum number of ZEPOs and Remuneration Options that may be issued and are based on the indicative values attributed to the ZEPOs and Remuneration Options (as detailed below in paragraph (f)) for the 12 month period from 24 March 2021.

• (e) No securities have been previously issued under the 2020 Plan to either Mr Clare or Mr Bongiorno.

• (f) The following is a summary of the material terms of the securities, an explanation of why these securities are being used, and the value attributable to the securities.

ZEPOs

The ZEPOs are zero exercise price options and are exercisable on or before 31 July 2024.

The terms and conditions of the ZEPOs are set out in Schedule 2.

ZEPOs are a common form of incentive award in the Australian marketplace as they are taxeffective and provide the Company with flexibility to reward employees and directors by aligning their interests with those of Shareholders.

The value attributed to each of the ZEPOs is $1.685, based on an independent valuation conducted by BDO Corporate at a deemed grant date of 24 March 2021.

BDO consider the ZEPOs to have non-market-based vesting conditions attached.

Options without market based vesting conditions can be exercised at any time following vesting up to expiry date, and as such, are more suitably valued using a Black Scholes option pricing model.

Option pricing models assume that the exercise of options does not affect the value of the underlying asset.

According to AASB 2 paragraph 19, “Vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods and services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.”

Under AASB 2 ‘Share-based Payment’ and option valuation theory, no discount is made to the fundamental value derived from the option valuation model for unlisted options over listed shares.

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Remuneration Options

The Remuneration Options are exercisable at $1.75 each on or before 31 July 2024. The terms and conditions of the Remuneration Options are set out in Schedule 3.

Like ZEPOs, Remuneration Options are a common form of incentive award in the Australian marketplace as they are tax-effective and provide the Company with flexibility to reward employees and directors by aligning their interests with those of Shareholders.

The Remuneration Options are to vest in three separate tranches in equal amounts ( Tranches ). The value attributed to each of the Remuneration Options is $0.836 for Tranche 1, $0.815 for Tranche 2 and $0.781 for Tranche 3, based on an independent valuation conducted by BDO Corporate at a deemed grant date of 24 March 2021.

BDO considers the Remuneration Options to have market-based vesting conditions attached. Options with market-based vesting conditions can only be exercised following the satisfaction of the vesting conditions.

Option pricing models assume that the exercise of options does not affect the value of the underlying asset.

BDO has valued the Remuneration Options using a barrier up-and-in trinomial option pricing model. The model takes into consideration that the Tranche 1, Tranche 2 and Tranche 3 Options will vest on 30 June 2024, given that the Company’s share price exceeds the share price target of $3.00, $4.00 and $5.00 for the Tranche 1, Tranche 2 and Tranche 3 Options respectively prior to that date.

Aggregate

Based on these valuations, the implied total value of the maximum number of securities that may be issued to the Directors is as follows:

Director	ZEPOs Value ($)	Rem. Op. Value ($)	Total Value ($)
Peter Clare	$163,425	$486,400	$649,825
Gerard Bongiorno	$94,786	$243,200	$337,986

Refer to above for further details in regard to their aggregate current remuneration.

• (g) The ZEPOs and Remuneration Options will be issued within three years after the date of the Meeting.

• (h) The ZEPOs, Remuneration Options and any Shares issued on their exercise are to be issued for nil consideration. No funds will be raised from the issues. Funds raised from the exercise of any Remuneration Options will be allocated to working capital.

• (i) See Schedule 1 for details of the 2020 Plan.

• (j)

• No loans will be made in connection with the issue of the securities.

• (k) Details of any securities issued under the 2020 Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issued of securities under the 2020 Plan after the resolution is approved and who were not named in the Notice will not participate under approval is obtain under that rule.

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

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2. Resolution 3 – Grant of remuneration securities to Peter Pawlowitsch

2.1 Background

As noted in Section 1.1, in 2020 the Company engaged BDO to undertake a comprehensive independent review of its renumeration framework and produce a renumeration benchmarking report for the Company’s executive team and non-executive directors.

Following this review, in conjunction with BDO, the Company established an executive renumeration policy to apply through to June 2023 ( Remuneration Policy ) that provides for fixed or base remuneration together with equity incentives. A new equity incentive scheme, the 2020 Plan, was adopted and approved by Shareholders in later 2020 (see Section 1.1).

2.2 Proposed grant of securities

Peter Pawlowitsch is employed by the Company as Executive Director – Commercial and Strategy. The key focus of this role is to oversee the Company’s M&A activity and negotiate and project manage acquisitions.

Mr Pawlowitsch has been a Non-Executive Director of the Company since before the listing of the Dubber business in 2015. He changed role to Executive Director effective 1 July 2020 on a part-time basis representing a 40% full-time loading based on best estimates at that time of time to be served in the role.

Shareholders approved an equity remuneration package for Mr Pawlowitsch at the Company’s 2020 Annual General Meeting held 30 November 2020 based on that 40% loading figure.

Under Mr Pawlowitsch’s employment contract with the Company, if the 40% loading is exceeded or likely to be exceed over the long term to a higher proportion, Mr Pawlowitsch is to be paid additional remuneration for the additional loading. Strategic acquisitions are a key component of the Company’s growth strategy as substantiated by the acquisitions overseen by Mr Pawlowitsch and completed by the Company in 2020. As a consequence and based largely on service performed by him since 1 July 2020 and anticipated through to June 2023, the Company has greater clarity as to the time and value of Mr Pawlowitsch’s contribution in his role with the Company both since commencement and going forward.

The Company has agreed with Mr Pawlowitsch that additional remuneration shall be payable in the form of deferred equity, subject to Shareholder approval, to further align Mr Pawlowitsch’s interests with Shareholders. The equity proposed will be ZEPOs. These are in addition to the equity grants approved by Shareholders at the 2020 Annual General Meeting.

The Board is seeking Shareholder approval to grant the ZEPOs to Mr Pawlowitsch in accordance with the Remuneration Policy and the terms and conditions of the 2020 Plan.

The Board intends to grant the ZEPOs, subject to Shareholder approval, as part of Mr Pawlowitsch’s updated remuneration package. Vesting of the ZEPOs is dependent upon continued employment with the Company.

The proposed grant seeks to further align Mr Pawlowitsch’s interests with those of Shareholders.

The Board (excluding Mr Pawlowitsch who declines to make a recommendation based on his interest in the outcome of Resolution 3) recommends that Shareholders vote in favour of the grant of the ZEPOs.

2.3 Listing Rules

Listing Rule 10.14 requires that a listed company must not issue equity securities under an employee incentive scheme to:

• a director of the company

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• an associate of a director of the company; or

• a person whose relationship with the company, director of the company or an associate of a director of the company is such that, in ASX’s opinion, the issue should be approved by its shareholders,

without shareholder approval.

Resolution 3 seeks the required Shareholder approval to the issue of the ZEPOs to Mr Pawlowitsch under and for the purposes of Listing Rule 10.14.

If Resolution 3 is approved, the grant of ZEPOs (and Shares issued upon exercise of the ZEPOs) to Mr Pawlowitsch will not be included in calculating the Company’s capacity to issue equity securities equivalent to 15% of the Company’s ordinary securities, under Listing Rule 7.1.

If Shareholders do not approve the resolution to grant ZEPOs, the proposed grant will not proceed. In that circumstance, issues may arise with the competitiveness of Mr Pawlowitsch’s (as relevant) total remuneration package and alignment of rewards with other senior executives in the Company. The Board would then need to consider alternative remuneration arrangements which are consistent with the Company’s Remuneration Policy, including providing an equivalent cash payment.

2.4 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act also requires Shareholder approval where a public company seeks to give a “financial benefit” to a “related party” (unless an exception applies). A “related party” for the purposes of the Corporations Act is defined widely. It includes a director of a public company and specified members of the director’s family. It also includes an entity over which a director maintains control. Directors such as Mr Pawlowitsch are considered to be related parties within the meaning of the Corporations Act, and the Performance Rights will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act.

An exception to the requirement to obtain Shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party’s “reasonable remuneration”. The Board (other than Mr Pawlowitsch who is not able to make a recommendation due to his interests in the grant of ZEPOs) considers that the grant of the ZEPOs to Mr Pawlowitsch, and any issue of Shares upon the exercise of those ZEPOs, constitutes part of the reasonable remuneration of Mr Pawlowitsch. In reaching this conclusion, the Board has had regard to a variety of factors including market practice and the remuneration offered to persons in comparable positions at comparable companies.

2.5 Specific information required under Listing Rule 10.15

In accordance with Listing Rule 10.15 the following information is provided in relation to Resolution 3:

• (a) The proposed recipient of the ZEPOs is Mr Pawlowitsch.

• (b) The proposed issue of the ZEPOs falls within Listing Rule 10.14.1 or 10.14.2, as the proposed recipient is a Director and/or his nominee.

• (c) Up to 1,213,277 ZEPOs are proposed to be issued.

• (d) The current total remuneration package for Mr Pawlowitsch based on the indicative value attributed to the new ZEPOs (as detailed below in paragraph (f)) and expensing the total security based remuneration over a 12 month period (for the financial year ending 30 June 2021) is outlined in the table below:

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Base Salary ($)	2020/21 Securities-Based Remuneration ($)(1)	2020/21 Securities-Based Remuneration ($)(1)	2020/21 Securities-Based Remuneration ($)(1)	Total ($)
	STI ZEPOs	LTI ZEPOs	New ZEPOs
158,400	63,427	253,709	380,564	856,100

Notes

• (1) In accordance with applicable accounting standards, the total value of the ZEPOs will be expensed over their vesting period. These figures represent the dollar value of the maximum number of ZEPOs that may be issued and are based on the indicative values attributed to the ZEPOs (as detailed below in paragraph (f)) for the 2020/21 financial year only.

• (e) Mr Pawlowitsch has previously been issued the following securities under the 2020 Plan:

2020 ZEPOs(1)	STI ZEPOs(2)	LTI ZEPOs(3)
250,000	67,404	808,851

Notes

(1) Zero exercise price options exercisable on or before 30 June 2023. They vest on 30 June 2021 subject to continued employment.

• (2) Short term incentive zero exercise price options exercisable on or before 30 June 2023. They vest on 30 June 2021 subject to continued employment and achievement of certain milestones, namely sustainable cashflow, a positive personal scorecard and achievement of core business objectives and product releases.

• (3) Long term incentive zero exercise price options exercisable on or before 30 June 2025. They vest on 30 June 2023 subject to continued employment and achievement of certain targets, namely specified levels of recurring revenue and new telco deployments.

The issue of these securities was approved by Shareholders at the Company’s 2020 Annual General Meeting held 30 November 2020 and full details of the terms and conditions attaching to these securities are set out in the Notice of Annual General Meeting dated 26 October 2020.

• (f) The ZEPOs are zero exercise price options and are exercisable on or before 30 June 2025.

The terms and conditions of the ZEPOs are set out in Schedule 4.

ZEPOs are a common form of incentive award in the Australian marketplace as they are taxeffective and provide the Company with flexibility to reward employees by aligning their interests with those of Shareholders.

The value attributed to each of the ZEPOs is $0.941 based on an independent valuation conducted by BDO Corporate at a deemed grant date of 1 July 2020 (ie the effective date of the commencement of employment by Mr Pawlowitsch in this role).

According to AASB 2 paragraph 19, “Vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share rights at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods and services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.”

BDO Corporate considers the ZEPOs to have non-market based vesting conditions attached to them.

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ZEPOs with non-market based vesting conditions can be exercised at any time following vesting up to expiry date, and as such are more suitably valued using a Black Scholes option pricing model.

If the ZEPOs are approved and granted, AASB 2 ‘Share Based Payment’ stipulates that management of Dubber has discretion to assess the likelihood of meeting any non-market based vesting condition by applying a probability weighting to the number of ZEPOs included in the valuation of each tranche. For the purposes of the Notice of Meeting, BDO Corporate has assumed that all of the ZEPOs will vest to the holder.

Option pricing models assume that the exercise of a ZEPO does not affect the value of the underlying asset. Under AASB 2 ‘Share Based Payment’ and option valuation theory, no discount is made to the fundamental value derived from the option valuation model for unlisted options over listed shares.

Based on this valuation, the implied total value of the maximum number of ZEPOs that may be issued to Mr Pawlowitsch is $1,141,694.

Refer to above for further details in regard to aggregate current remuneration.

• (g) The ZEPOs will be issued within three years after the date of the Meeting.

• (h) The ZEPOs and any Shares issued on exercise of ZEPOs are to be issued for nil consideration. No funds will be raised from the issues.

• (i) See Schedule 1 for details of the 2020 Plan.

• (j) No loans will be made in connection with the issue of the ZEPOs.

• (k) Details of any securities issued under the 2020 Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

Additional persons covered by Listing Rule 10.14 who become entitled to participate in an issued of securities under the 2020 Plan after the resolution is approved and who were not named in the Notice will not participate under approval is obtain under that rule.

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

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6. Definitions

In this Notice, Explanatory Statement and Proxy Form:

$ means Australian Dollars.

2020 Plan has the meaning in Section 1.1.

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.

BDO means BDO Reward (WA) Pty Ltd (ACN 610 632 847).

BDO Corporate means BDO Corporate Finance (WA) Pty Ltd (ACN 124 031 045).

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.

Key Management Personnel means persons 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.

Listing Rules means the listing rules of ASX.

LTI ZEPO means a long term incentive ZEPO.

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

Notice means this notice of meeting.

Option means option to subscribe for a Share.

Proxy Form means the proxy form attached to the Notice.

Remuneration Option has the means an Option on the terms and conditions set out in Schedule 3.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Statement.

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

Shareholder means a shareholder of the Company.

STI ZEPO means a short term incentive ZEPO.

ZEPO means zero exercise price Option linked to performance and granted pursuant to the 2020 Plan.

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

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Schedule 1 – Summary of 2020 Dubber Employee Incentive Plan

1. Eligible Participant

Eligible Participant means a person who is a full-time or part-time employee, officer, or contractor of the Company, or an Associated Body Corporate (as defined in ASIC Class Order 14/1000), or such other person who has been determined by the Board to be eligible to participate in the Plan from time to time.

The Company will seek Shareholder approval for Director and related party participation in accordance with ASX Listing Rule 10.14.

2. Purpose

The purpose of the Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to Shareholder value creation; and

• (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3.

Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4.

Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

6. Terms of Convertible Securities

Each "Convertible Security" represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

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Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

9. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

10.

Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

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Where the Board determines that a Participant has acted fraudulently or dishonestly; committed an act which has brought the Company, the Group or any entity within the Group into disrepute, or wilfully breached his or her duties to the Group or where a Participant is convicted of an offence in connection with the affairs of the Group; or has a judgment entered against him or her in any civil proceedings in respect of the contravention by the Participant of his or her duties at law, in equity or under statute, in his or her capacity as an employee, consultant or officer of the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation or vesting notice.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event provided that, in respect of Convertible Securities, the maximum number of Convertible Securities (that have not yet been exercised) that the Board may determine will vest and be exercisable into Shares under this Rule is that number of Convertible Securities that is equal to 10% of the Shares on issue immediately following vesting under this Rule, which as far as practicable will be allocated between holders on a pro-rata basis on the basis of their holdings of Convertible Securities on the date of determination of vesting.

12.

Rights attaching to Plan Shares

All Shares issued or transferred under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

13.

Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

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14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the ASX Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an issue of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Compliance with applicable law

No Security may be offered, grated, vested or exercised if to do so would contravene any applicable law. In particular, the Company must have reasonable grounds to believe, when making an invitation, that the total number of Plan Shares that may be issued upon exercise of Convertible Securities offer when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous three year period under:

• (a) an employee incentive scheme of the Company covered by ASIC Class Order 14/1000; or

• (b) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

but disregarding any offer made or securities issued in the capital of the Company by way of or as a result of:

• (c) an offer to a person situated at the time of receipt of the offer outside Australia;

• (d) an offer that did not need disclosure to investors because of section 708 of the Corporations Act (exempts the requirement for a disclosure document for the issue of securities in certain circumstances to investors who are deemed to have sufficient investment knowledge to make informed decisions, including professional investors, sophisticated investors and senior managers of the Company); or

• (e) an offer made under a disclosure document,

would exceed 5% (or such other maximum permitted under any applicable law) of the total number of Shares on issue at the date of the invitation.

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17. Maximum number of Securities

The Company will not make an invitation under the Plan if the number of Plan Shares that may be issued, or acquired upon exercise of Convertible Securities offered under an invitation, when aggregated with the number of Shares issued or that may be issued as a result of all invitations under the Plan, will exceed 15% of the total number of issued Shares at the date of the invitation.

18. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

19. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

20. Income Tax Assessment Act

The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

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Schedule 2 – Terms and Conditions of ZEPOs – Non-Executive Directors

The ZEPOs are issued pursuant to the 2020 Plan and on the following terms and conditions:

(a) Entitlement

Each Option ( ZEPO ) entitles the holder to subscribe for one Share upon the exercise of each ZEPO.

(b) Exercise price

The exercise price of each ZEPO will be nil ( Exercise Price

(c) Vesting

If the holder remains as a director of the Company as at the relevant date or in certain cases of prior departure the Board exercises its discretion otherwise in accordance with the 2020 Plan, the ZEPOs shall vest as follows:

• (i) 8.2% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2021;

• (ii) 30.6% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2022;

• (iii) 30.6% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2023; and

• (iv) the balance shall vest on 30 June 2024.

In addition, ZEPOs will vest on a Change of Control Event (as defined in the 2020 Plan) occurring, to the satisfaction of the Board in its absolute discretion.

(d) Expiry date

The expiry date of each ZEPO is 5.00pm (AEST) on 31 July 2024.

If the vesting condition relevant to a ZEPO is not satisfied and/or otherwise waived by the Board before the relevant expiry date, that ZEPO will lapse.

(e) Exercise period

A ZEPO may only be exercised after it has vested and thereafter at any time prior to their Expiry Date.

(f) Notice of exercise

A ZEPO may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of a ZEPOs received by the Company will be deemed to be a notice of the exercise of that ZEPOs as at the date of receipt.

(g)

Shares issued on exercise

Shares issued on exercise of the ZEPOs will rank equally with the then issued Shares.

(h) ZEPOs not quoted

The Company will not apply to ASX for quotation of the ZEPOs.

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(i) 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 ZEPOs.

(j) Timing of issue of Shares

• (i) After a ZEPO is validly exercised, the Company must as soon as possible:

• (A) issue the Share; and

• (B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the ZEPO.

• (ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.

• (iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:

• (A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

• (B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the ZEPOs and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the ZEPOs. Holders of ZEPOs must exercise their vested ZEPOs prior to the date for determining entitlements to participate in any such issue.

(l) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a ZEPOs will be increased by the number of Shares which the option holder would have received if the ZEPOs holder had exercised the ZEPOs before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(m) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a ZEPOs.

(n) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the ZEPOs holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

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(o) ZEPOs not transferable

The ZEPOs are not transferable.

(p) Lodgement instructions

The application for Shares on exercise of the ZEPOs must be lodged at the Company's share registry.

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Schedule 3 – Terms and Conditions of Remuneration Options

The Remuneration Options are issued pursuant to the 2020 Plan and on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.

(b) Exercise price

The exercise price of each Option will be $1.75 ( Exercise Price ).

(c) Vesting

The Options shall vest on 30 June 2024 if the holder remains as a director of the Company as at that date, or in certain cases of prior departure if the Board exercises its discretion otherwise in accordance with the 2020 Plan, as follows:

• (i) one-third of the Options shall vest if the price of Shares traded on ASX has achieved $3.00 or more on a 20-day volume-weighted average price ( 20-day VWAP ) basis before that date;

• (ii) a further one-third of the Options shall vest if the price of Shares traded on ASX has achieved $4.00 or more on a 20-day VWAP basis before that date; and

• (iii) the remaining Options shall vest if the price of Shares traded on ASX has achieved $5.00 or more on a 20-day VWAP basis before that date.

In addition, Options will vest on a Change of Control Event (as defined in the 2020 Plan) occurring, to the satisfaction of the Board in its absolute discretion.

(d) Expiry date

The expiry date of each Option is 5.00pm (AEST) on 31 July 2024.

If the vesting condition relevant to an Option is not satisfied and/or otherwise waived by the Board before the relevant expiry date, that Option will lapse.

(e) Exercise period

An Option may only be exercised by payment of the Exercise Price after it has vested and thereafter at any time prior to its Expiry Date.

(f) Cashless Exercise Facility

• (i) Notwithstanding the requirement for payment of the Exercise Price in accordance with paragraph (e), in order to exercise some or all of the Options, the holder may, subject to subparagraph (f)(iv), elect to pay the Exercise Price by using the cashless exercise facility provided for under this paragraph (f) ( Cashless Exercise Facility ).

• (ii) The Cashless Exercise Facility entitles the holder to set-off the Exercise Price against the number of Shares which the holder is entitled to receive upon exercise of the holder’s Options. By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set-off.

• (iii) If the holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average prices at which Shares were traded on the ASX over the five

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trading day period immediately preceding the exercise date) calculated in accordance with the following formula:

S = O x (MSP – EP)

MSP

Where:

S = Number of Shares to be issued on exercise of the Options.

O = Number of Options.

MSP = Market value of the Shares (calculated using the volume weighted average prices at which Shares were traded on the ASX over the five trading day period immediately preceding the exercise date).

EP = Option exercise price.

• (iv) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with sub-paragraph (i)(iii)) is zero or negative, then the holder will not be entitled to use the Cashless Exercise Facility.

(g) Notice of exercise

An Option may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of Options received by the Company will be deemed to be a notice of the exercise of that Options as at the date of receipt.

(h) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued Shares.

(i) Options not quoted

The Company will not apply to ASX for quotation of the Options.

(j)

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 Options.

(k) Timing of issue of Shares

• (i) After an Option is validly exercised, the Company must as soon as possible:

• (A) issue the Share; and

• (B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option.

• (ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.

• (iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:

• (A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

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• (B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(l)

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. Holders of Options must exercise their vested Options prior to the date for determining entitlements to participate in any such issue.

(m)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of Options will be increased by the number of Shares which the option holder would have received if the Options holder had exercised the Options before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(n)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a Options.

(o)

Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Options holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(p) Options not transferable

The Options are not transferable.

(q) Lodgement instructions

The application for Shares on exercise of the Options must be lodged at the Company's share registry. The Exercise Price may be paid by cheque or electronic funds transfer to an account nominated by the Company. Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable".

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Schedule 4 – Terms and Conditions of ZEPOs – Peter Pawlowitsch

The ZEPOs are issued pursuant to the 2020 Plan and on the following terms and conditions:

(a) Entitlement

Each Option ( ZEPO ) entitles the holder to subscribe for one Share upon the exercise of each ZEPOs.

(b) Exercise price

The exercise price of each ZEPOs will be nil ( Exercise Price

(c) Vesting

If the holder remains an employee of the Company as at the relevant date, the Options shall vest as follows:

• (i) one-third of the Options (rounded up to the nearest whole number) shall vest on 30 June 2021;

• (ii) a further one-third of the Options (rounded up to the nearest whole number) shall vest on 30 June 2022; and

• (iii) the remaining Options shall vest on 30 June 2023.

In addition, ZEPOs will vest on a Change of Control Event (as defined in the 2020 Plan) occurring, to the satisfaction of the Board in its absolute discretion.

(d) Expiry date

The expiry date of each ZEPO is 5.00pm (AEST) on 30 June 2025.

If the vesting condition relevant to a ZEPO is not satisfied and/or otherwise waived by the Board before the expiry date, that ZEPO will lapse.

(e) Exercise period

A ZEPO may only be exercised after it has vested and thereafter at any time prior to their Expiry Date.

(f) Notice of exercise

A ZEPO may be exercised by notice in writing to the Company ( Notice of Exercise ). Any Notice of Exercise of a ZEPOs received by the Company will be deemed to be a notice of the exercise of that ZEPOs as at the date of receipt.

(g) Shares issued on exercise

Shares issued on exercise of the ZEPOs will rank equally with the then issued Shares.

(h) ZEPOs not quoted

The Company will not apply to ASX for quotation of the ZEPOs.

(i) 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 ZEPOs.

(j) Timing of issue of Shares

• (i) After a ZEPO is validly exercised, the Company must as soon as possible:

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• (A) issue the Share; and

• (B) do all such acts, matters and things to obtain the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the ZEPO.

• (ii) On the date that the Shares are issued under paragraph (i) above, the Company must issue a cleansing notice under section 708A(5) of the Corporations Act.

• (iii) If the Company is not then permitted to issue a cleansing notice under section 708A(5) of the Corporations Act, the Company must either:

• (A) issue a prospectus on the date that the Shares are issued under paragraph (i) above (in which case the date for issuing those Shares may be extended to not more than 25 Business Days after the receipt of the Exercise Notice, to allow the Company time to prepare that prospectus); or

• (B) issue a prospectus before the date that the Shares are issued under paragraph (i) above, provided that offers under that prospectus must still be open for acceptance on the date those Shares are issued,

in accordance with the requirements of section 708A(11) of the Corporations Act.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the ZEPOs and the holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the ZEPOs. Holders of ZEPOs must exercise their vested ZEPOs prior to the date for determining entitlements to participate in any such issue.

(l)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a ZEPOs will be increased by the number of Shares which the option holder would have received if the ZEPOs holder had exercised the ZEPOs before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(m)

Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a ZEPOs.

(n) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the ZEPOs holder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(o) ZEPOs not transferable

The ZEPOs are not transferable.

(p) Lodgement instructions

The application for Shares on exercise of the ZEPOs must be lodged at the Company's share registry.

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