DXN LIMITED — Annual Report 2018

Aug 21, 2018

The Data Exchange Network Limited

Appendix 4E Preliminary Final Report

1. Reporting period

• Year ended 30 June 2018

Previous corresponding period

Not applicable

2. Results for announcement to the market

2. Results for announcement to the market
	30 June 2018	Percentage	Change	Previous
	Current	Change	Up /	Corresponding
	Year	Up /(Down)	(Down)	Year
				$
	$	$	$
2(a) Revenue from ordinary activities	2,060,399	N/A	N/A	N/A
2(b) Loss from ordinary activities after tax	(5,736,986)	N/A	N/A	N/A
2(c) Net Loss for the year attributable to members	(5,736,986)	N/A	N/A	N/A

2(d) Dividends: The Company does not propose to pay any dividends in the current year.

2(e) Record Date: Not applicable

2(f) See attached Director’s Report

3. Statement of Profit or Loss and Other Comprehensive Income

• See attached Annual Report

4. Statement of Financial Position

• See attached Annual Report

5. Statements of Cash Flows

• See attached Annual Report

6. Statements of Changes in Equity / Statement of Retained Earnings

• See attached Annual Report

7. Dividends

• The Company does not propose to pay any dividends in the current year.

The Data Exchange Network Limited –Appendix 4E For the year ended 30 June 2018

8. Dividend reinvestment plan

• The Company does not propose to pay any dividends in the current year and does not have a dividend reinvestment plan.

9. Net tangible assets per security

Cents per ordinary share

Current Previous Year Corresponding Year (30 June 2018) 8 cents N/A

10. Details of entities over which control has been gained or lost

• Not applicable

11. Details of Associates / Joint Ventures

• Not applicable

12. Other significant information

• Not applicable

13. Accounting Standards

• For foreign entities, the set of accounting standards used in compiling the report: Not

applicable

14. Results of the period

• Refer to Director’s Report in attached Annual Report

15. Statement on the financial statements

• Financial Statements are based on audited accounts.

16. Unaudited Accounts

• Not applicable

17. Auditor’s audit report

• For all entities, if the accounts are subject to audit dispute or qualification, include a description of the dispute or qualification: Not applicable

The Data Exchange Network Limited (ACN 620 888 548)

Annual Report

For the period 4 August 2017 to 30 June 2018

Annual Report 30 June 2018

The Data Exchange Network Limited

CONTENTS

Corporate Directory	2
Directors Report	3
Auditor’s Independence Declaration	18
Statement of Profit or Loss and Other Comprehensive Income	19
Statement of Financial Position	20
Statement of Changes in Equity	21
Statement of Cash Flows	22
Notes to the Financial Statements	23
Directors’ Declaration	46
Independent Audit Report	47
Corporate Governance Statement	52
Additional Shareholder Information	61

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Annual Report 30 June 2018

The Data Exchange Network Limited

CORPORATE DIRECTORY

NON- EXECUTIVE CHAIRMAN

Douglas Loh

MANAGING DIRECTOR

Peter Christie

NON-EXECUTIVE DIRECTORS

Terry Smart Richard Carden

COMPANY SECRETARY George Lazarou

REGISTERED OFFICE

Level 28, AMP Tower 140 St Georges Terrace PERTH WA 6000

PRINCIPAL OFFICE

9 Mumford Place BALCATTA WA 6021 Telephone: +61 8 9288 1870

AUDITORS

Moore Stephens Perth Level 15 Exchange Tower 2 The Esplanade PERTH WA 6000 Telephone: +61 8 9225 5355 Facsimile: +61 8 9225 6181

SHARE REGISTRAR

Automic Pty Ltd Level 2 267 St Georges Terrace PERTH WA 6000 Telephone: 1300 288 664

SOLICITORS

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000 Telephone: +61 8 9321 4000 Facsimile: +61 8 9321 4333

BANKERS

ANZ 15 Hutton Street OSBORNE PARK WA 6017

STOCK EXCHANGE LISTING

Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: DXN

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Annual Report 30 June 2018

The Data Exchange Network Limited

DIRECTORS' REPORT

The directors present the following report on The Data Exchange Network Limited (“the Company”) during or at the end of the financial period ended 30 June 2018.

1. DIRECTORS

The names and details of the Company’s directors in office during and since the financial period end until the date of the report are as follows.

Mr Douglas Loh (appointed 16 April 2018) Mr Peter Christie (appointed 4 August 2017) Mr Terry Smart (appointed 4 August 2017) Mr Richard Carden (appointed 4 August 2017) Mr Dean Coetzee (appointed 4 August 2017, resigned 29 January 2018) Mr Tim Desmond (appointed 4 August 2017, resigned 16 October 2017) Mr Kuek Jin Low (appointed 19 September 2017, resigned 22 November 2017)

INFORMATION ON DIRECTORS

Douglas Loh Non-Executive Chairman (appointed 16 April 2018) Qualifications Bachelor of Economics and Finance (Hons), CPA, MAICD Experience Mr Loh has over 30 years of advisory, company management, investment management, and market research experience with a focus on smaller companies. He was a founding member of Acorn Capital in late 1998, Australia’s first boutique investment manager specialising in the microcap sector. His 19-year career at Acorn Capital included roles as the CFO, COO and Executive Director of the Company. Mr Loh, as Portfolio Manager, was responsible for managing microcap portfolios before becoming the Head of Equities from 2013 to 2016. Mr Loh is also a Director of Health Science Innovation Holdings Pty Ltd, an Australian dietary supplements company.

Mr Loh holds a Bachelor of Economics and Finance (Hons) from the University of Monash, is a CPA and also a Member of the Australian Institute of Company Directors.

The Board considers that Mr Loh is an independent Director.

Interest in Shares 587,500 Fully paid Ordinary Shares 78,125 Options exercisable at $0.30 on or before 5 April 2021

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

INFORMATION ON DIRECTORS (Continued)

Peter Christie Managing Director (appointed 4 August 2017) Qualifications Bachelor of Economics Experience Mr Christie is co-founder and Managing Director of The Data Exchange Network Limited. Prior to this Mr Christie was the founder and Executive Director of Datacentre Limited, the first company to build a containerised data centre in Australia. Previously, Mr Christie held the role of Global Account Director for Orange Business Services Pty Ltd where he was responsible for a team delivering the global voice and data network for one of Australia’s largest international mining companies. Mr Christie has held business development leadership positions at TIBCO, Mincom and Logica, working on projects across Australia, Asia and the Middle East.

Mr Christie has 25 years of experience in technology development having started as a software engineer then moving into senior business development roles for major public technology companies including Eastman Kodak, Unisys and Informix. Mr Christie was instrumental in developing a number of start-ups in the software industry prior to establishing Datacentre Limited and co-founding The Data Exchange Network Limited.

The Board considers that Mr Christie is not an independent Director.

Interest in Shares 13,925,000 Fully paid Ordinary Shares 2,166,667 Options exercisable at $0.30 on or before 30 November 2020 Terry Smart Non-Executive Director (appointed 4 August 2017) Qualifications Nil Experience Mr Smart has been Managing Director of The Good Guys at JB Hi-Fi Limited (ASX:JBH) since April 18, 2017.

Mr Smart served as the Chief Executive Officer of JB Hi-Fi Limited from May 2010 to June 2014. Mr Smart was a founding Director of JB H-Fi and served as the Chief Operating Officer from 2000. During his tenure at JB Hifi, Mr Smart was instrumental in developing the company from initial public offering to a dominant Australian retailer with a A$3B market cap.

Prior to JB Hi-Fi, Mr Smart was General Manager of Operations of Kodak's retail store network in Australia. Mr Smart was a major founding shareholder in Datacentre Limited.

The Board considers that Mr Smart is an independent Director.

Interest in Shares 5,375,000 Fully paid Ordinary Shares 10,000,000 Options exercisable at $0.30 on or before 30 November 2020 468,750 Options exercisable at $0.30 on or before 5April 2021

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

INFORMATION ON DIRECTORS (Continued)

Richard Carden Non-Executive Director (appointed 4 August 2017) Qualifications Nil Experience Based in Singapore, Mr Carden has over 25 years of experience in the telecoms, data centre and IT industry and is an accomplished business leader with a solid track record in driving sales productivity and revenue growth.

Mr Carden until recently held the role of Senior Vice President of Integration for Speedcast International Limited (ASX:SDA) where he has been instrumental in the integration of Speedcast’s acquisitions including the recent $425m merger with Harris Caprock. Mr Carden joined Speedcast in 2013 pre-IPO when the company had revenues of less than $50M and helped grow the company to circa $750M of annual revenues and a $1B market capitalisation.

Previously, Mr Carden served as Global SVP of Sales at Pacnet Ltd, and was responsible for management of over 400 sales and marketing staff and revenues close to US$600M. Prior to joining Pacnet Ltd, Mr Carden served as the President and Chief Executive Officer of Verizon Business Japan. Before Verizon, Mr Carden served as the Chief Operating Officer of Asia Netcom Japan, where he was instrumental in the development of its local sales organization since its transition from Asia Global Crossing in 2001. Earlier, Mr Carden served in sales leadership positions at MCI Worldcom Japan and British Telecom in London.

The Board considers that Mr Carden is an independent Director.

Interest in Shares 650,000 Fully paid Ordinary Shares 62,500 Options exercisable at $0.30 on or before 5 April 2021

Dean Coetzee Executive Director (appointed 4 August 2017, resigned 29 January 2018)

Qualifications Nil Experience Mr Coetzee is a co-founder and Chief Sales Officer of The Data Exchange Network Limited.

Prior to this, Mr Coetzee co-founded DX Platforms Pty Ltd where he served as CEO and led the business development effort that saw DX Platforms Pty Ltd become one of the most successful Australian developers of modular data centre technology.

Mr Coetzee has extensive experience in IT infrastructure delivery and services with 15 years of front-line business development for Naspers Limited (South Africa), Johnnic Media, TRT and DX Platforms. Mr Coetzee is responsible for business development and expansion including all sales, marketing and front-of-house services.

Interest in Shares 27,850,000 Fully paid Ordinary Shares 2,166,667 Options exercisable at $0.30 on or before 30 November 2020

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

INFORMATION ON DIRECTORS (Continued)

Tim Desmond Executive Director (appointed 4 August 2017, resigned 16 October 2017) Qualifications Nil Experience Mr Desmond is a co-founder and Chief Technology Officer of The Data Exchange Network Limited. Mr Desmond is the technical architect responsible for product development and design of Data Exchange’s modular data centre systems.

Prior to Data Exchange, Mr Desmond co-founded DX Platforms Pty Ltd where he designed, engineered and managed the manufacture of modular data centres for its clients including the 1,088-rack capacity Datacenter Limited colocation facility in Perth, Western Australia.

Mr Desmond created patented solutions for high density modular data centres technology and multi-level data centre racking. Mr Desmond has created a number of unique power-led designs that significantly reduce the construction costs of high-density modular colocation data centres.

Mr Desmond has developed a unique IoT system for remote monitoring and measurement of datacentre infrastructure.

Mr Desmond has a multi-industry background within military, mining, police, information technology and banking data centres. Mr Desmond is a Certified Data Centre Expert (CDCE).

Interest in Shares 27,850,000 Fully paid Ordinary Shares 2,166,666 Options exercisable at $0.30 on or before 30 November 2020

Mr Kuek Jin Low Non-Executive Director (appointed 19 September 2017, resigned 22 November 2017) Qualifications Bachelors in Commerce/Science and Masters in Applied Finance Experience Mr Low is the Managing Director and Founder of Cadmon Advisory. Prior to this, Mr Low spent several years working at companies such as Acorn Capital, UniSuper and Deloitte in the areas of funds management, equity and quantitative research and financial modelling. Mr Low holds a Bachelors in Commerce/Science and Masters in Applied Finance both from Monash University

The Directors have been in office to the date of this report unless otherwise stated.

Directorships of other listed companies

Directorships of other listed companies held by directors in the three (3) years immediately before the end of the financial period are as follows:

Name	Company	Period of directorship
Richard Carden	-	-
Peter Christie	-	-
Terry Smart	-	-
Douglas Loh	-	-
Dean Coetzee	-	-
Tim Desmond	-	-
Kuek Jin Low	-	-

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

INFORMATION ON DIRECTORS (Continued)

Company Secretary

The following person held the position of company secretary during and at the end of the financial period:

Mr George Lazarou (appointed 13 October 2017)

Mr Lazarou is a qualified Chartered Accountant with over 25 years’ experience, including five years as a partner of a mid-tier accounting firm, specialising in the areas of audit, advisory and corporate services. Mr Lazarou has extensive skills in the areas of corporate services, due diligence, independent expert reports, mergers & acquisitions and valuations.

Mr Lazarou also brings with him a high level of commercial skills having worked closely with publicly listed companies in the mining, building, engineering, environmental and construction industries.

Mr Lazarou is currently the Managing Director of corporate advisory firm Citadel Capital and a NonExecutive Director and Company Secretary of Esports Mogul Asia Pacific Limited.

Mr Henry Thong (appointed 4 August 2017, resigned 13 October 2017)

Mr Thong has over 15 years’ executive experience in prominent organisations in a variety of industries including media, health and utilities. Mr Thong has also worked closely with recently listed or high growth SMEs as their Chief Financial Officer/Company Secretary and brings a broad range of skills in financial management, risk, governance and human resources. Mr Thong is a qualified finance professional (FCPA), holds a Master of Business Administration (MBA) and is a graduate member of the Australian Institute of Company Directors (GAICD).

2. PRINCIPAL ACTIVITIES

The principal activities of the Company during the financial period was the completion of a pre-initial public offering, a subsequent initial public offering and listing on the Australian Stock Exchange, with funds obtained used to secure key management personnel, working capital and future development sites to manufacture modular data centre solutions for other operators and operate modular colocation data centres.

3. OPERATING RESULTS

The loss of the Company after providing for income tax amounted to $5,736,986.

4. DIVIDENDS PAID OR RECOMMENDED

The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

5. REVIEW OF OPERATIONS

Engineering Complete

The Company is building the first large-scale modular data centres of their type in Australia and has engineered a unique solution of 1MW blocks that can be blended into a single UTI Tier-III and TierIV rated facility. Engineering has been completed and plans submitted to the Uptime Institute for TierReady certification. On successful achievement, the Company will be the first colocation operator in the world with Tier-Ready certification for an entire modular colocation data centre.

Capex Optimsation Continues

The Company is the only vertically integrated engineer, fabricator and operator of colocation data centres in Australia. This vertical integration allows the Company to significantly reduce the capital cost of delivering colocation rack-space to the market in comparison to all other operators.

Colocation Infrastructure Progressing

The majority of the infrastructure required to put the Company’s Melbourne and Sydney datacentres into production is pre-fabricated at our manufacturing facility in Perth, Western Australia. This program of work is well underway with first modules due to be shipped to site in September and all modules planned for delivery in the December quarter.

Sales Progress

As a manufacturer and operator, the Company generates revenue from the construction of data centre infrastructure for third parties as well as the operation of colocation data centres. The Company experienced excellent sales growth since listing with contracted sales of $3.1 million of new Edge Infrastructure sales, of which approx. $1.1 million is currently in work in progress and will be invoiced on completion during the 2019 financial year. This sales growth has continued into 2019 with new contracts pending execution for a data centre module ($200,000) due to be delivered in September 2018 and a DCaaS contract ($16,874 per month) signed with a Western Australian based Enterprise Communications Solutions Provider. The new data centre module will be used by SES to deliver satellite communications services in Port Moresby. SES operates more than 50 geostationary orbit satellites and 16 medium Earth orbit satellites.

Colocation Sales Force

In anticipation of completing construction of our new Melbourne and Sydney colocation data centres later in Q2-FY19, the Company is building up a team of experienced colocation sales professionals on the east coast of Australia starting with a national sales manager located in Sydney. The Company already has a mature Edge Infrastructure sales team spanning Melbourne, Perth, Singapore and Manilla.

First Three Edge Modules Delivered

In May 2018, the Company announced the sales of three, 20-foot data centre modules and associated power and cooling infrastructure to Resolute Mining for deployment to their mine-sites in Queensland and Africa. The Company is pleased to announce that all three modules passed User Acceptance Testing (UAT) on the first trial and were successfully delivered to Resolute in Q4-FY18. These were the first modules constructed in our new Perth manufacturing facility by our in-house team of engineers, electricians and fabricators.

Synergy Data Centre Under Construction

The Company won a competitive tender in 2H-FY18 to construct a small data centre on the site of the Kwinana Power Station in Western Australia. The Kwinana Power Station is Synergy's second-largest power station and has five turbines driven by steam from boilers fired by coal, natural gas or fuel oil. Site works and infrastructure fabrication is continuing to plan and is on-track for delivery toward the end of Q1-FY19.

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

5. REVIEW OF OPERATIONS(Continued)

Corporate

During the period the Company raised $4,370,000 via the issue of convertible notes.

On 16 February 2018, the Company lodged a Prospectus with ASIC to raise $16,000,000.20 through the issue of 80,000,001 fully paid ordinary shares at $0.20 per share. On 5 April 2018, the Company closed the capital raising and issued 80,000,001 fully paid ordinary shares.

On 5 April 2018, the Company issued 27,312,500 fully paid ordinary shares and 6,828,125 options exercisable at $0.30 on or before 5 April 2021 on conversion of the convertible notes.

The Company was admitted to the official list of the ASX on 10 April 2018 and commenced trading on the ASX on 11 April 2018.

6. SIGNIFICANT CHANGES IN STATE OF AFFAIRS

The following significant changes in the state of affairs of the Company occurred during the financial period:

• On 4 August 2017, the Company was incorporated and issued 60,000,000 fully paid shares at $0.000001 per share for total proceeds of $60;

• On 30 November 2017, the Company issued 15,0000,000 fully paid shares at $0.000001 per share for total proceeds of $15, and 27,500,000 options exercisable at $0.30 on or before 30 November 2020 at $0.000001 per option for total proceeds of $27.50;

• The Company raised $4,370,000 via the issue of convertible notes;

• On 5 April 2018, the Company issued 80,000,001 fully paid ordinary shares at $0.20 per share for total proceeds of $16,000,000.20 under a Prospectus lodge with ASIC dated 16 February 2018; and

• On 5 April 2018, the Company issued 27,312,500 fully paid ordinary shares and 6,828,125 options exercisable at $0.30 on or before 5 April 2021 on conversion of the convertible notes.

There were no other significant changes in the state of affairs of the Company during the financial period.

7. FUTURE DEVELOPMENTS

The Company intends to complete, own and operate modular colocation data centres and derive revenues from the rental of racks within its colocation data centres and from the design, engineering, manufacture and maintenance of modular data centre solutions for other operators.

8. AFTER REPORTING DATE EVENTS

No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

9. MEETINGS OF DIRECTORS

During the period, 7 meetings of directors were held. Attendances by each director during the period were as follows:

	Directors’	Meetings
	Eligible
Directors	to Attend	Attended
Richard Carden (Chair) *	7	7
Peter Christie *	7	7
Terry Smart *	7	7
Douglas Loh (appointed 16 April 2018)	2	2
Dean Coetzee *(resigned 29 January 2018)	3	3
Tim Desmond *(resigned 16 October 2017)	-	-
Kuek Jin Low (appointed 19 September 2017, Resigned 22 November 2017)	1	1

• Appointed 4 August 2017

10. ENVIRONMENTAL ISSUES

The Company’s operations are not regulated by any significant environmental regulations under a law of the Commonwealth or of a state or territory of Australia.

11. OPTIONS

At the date of this report unissued ordinary shares of the Company under option are:

Expiry Date	Exercise Price	Number of Shares
30 November 2020	$0.30	32,500,000
5 April 2021	$0.30	6,828,125

27,500,000 options with an exercise price of $0.30 and expiring on or before 30 November 2020 were issued on 30 November 2017, 5,000,000 options with an exercise of $0.30 and expiring on or before 30 November 2020 were issued on 2 February 2018. 6,828,125 options with an exercise price of $0.30 and expiring on or before 5 April 2021 were issued on 5 April 2018. Nil options expired or were exercised during the period.

12. INDEMNIFYING OFFICERS OR AUDITOR

In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every Officer or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.

The Company has paid premiums to insure each Director and officer against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in their capacity of Director or officer of the Company, other than conduct involving a wilful breach of duty in relation to the Company. The total amount of premiums paid was $35,987.

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

13. PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of these proceedings.

The Company was not a party to any such proceedings during the period.

14. AUDITORS INDEPENDENCE DECLARATION

The lead auditor’s independence declaration for the period ended 30 June 2018 has been received and can be found on page 18 of the annual report.

15. NON-AUDIT SERVICES

The following non-audit services were provided by the entity’s auditor, Moore Stephens. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.

Moore Stephens or their related entities received or are due to receive the following amounts for the provision of non-audit services:

Investigating Accountants Report	2018 $ 10,000
	10,000

16. DIVERSITY

The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice and is committed to managing diversity as a means of enhancing the Company’s performance. There are currently no women on the Company’s board and only one woman filling senior management positions within the Company, however the Company (as set out in the Diversity Policy, further information in relation to which is set out on the Company’s website at www.dataexchange.io in the Corporate Governance section) will focus on participation of women on its Board and within senior management and has set measureable objectives for achieving gender diversity.

Gender diversity objectives for the employment of women are as follows:

• to the Board – 20% by 2020;

• to senior management (including board and company secretary) – 30% by 2020

• to the organisation as a whole – 40% by 2020

As at the date of this report, the Company has the following proportion of women appointed:

• to the Board – 0%

• to senior management (including board and company secretary) – 12.5%

• to the organisation as a whole – 24%

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

17. REMUNERATION REPORT - AUDITED

Details of key management personnel

The following persons were directors of the Company during the financial period unless otherwise stated:-

Mr Douglas Loh Non-Executive Chairman (appointed 16 April 2018) Mr Peter Christie Managing Director Mr Terry Smart Non-Executive Director Mr Richard Carden Non-Executive Director Mr Dean Coetzee Executive Director (appointed 4 August 2017, resigned 29 January 2018) Mr Tim Desmond Executive Director (appointed 4 August 2017, resigned 16 October 2017) Mr Kuek Jin Low Non-Executive Director (appointed 19 September 2017, resigned 22 November 2017)

Remuneration Policy

The remuneration policy of the Company has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific long-term incentives based on key performance areas affecting the Company’s financial results. The board believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors and executives to run and manage the Company.

The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Company is as follows:-

The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board reviews executive packages annually by reference to the Company’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.

The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.

Executives are also entitled to participate in any employee incentive plan the Company adopts.

The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9.5%, and do not receive any other retirement benefits.

All remuneration paid to directors and executives is valued at the cost to the Company and expensed. Shares given to directors and executives are valued as the difference between the market price of those shares and the amount paid by the director or executive. Options are valued using a binomial option pricing method.

The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability.

Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting (currently $500,000). Fees for non-executive directors are not linked to the performance of the Company. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the Company and are able to participate in any employee incentive plan the Company adopts.

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

17. REMUNERATION REPORT (Continued)

Performance based remuneration

The Company has no performance-based remuneration component built into director and executive remuneration packages.

Company performance, shareholder wealth and director’s and executive’s remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. This will be facilitated through the issue of options or performance rights to the majority of directors and executives to encourage the alignment of personal and shareholder interests. The Company believes the policy will be effective in increasing shareholder wealth.

Compensation of key management personnel for the period ended 30 June 2018

	SHORT-TERM BENEFITS	SHORT-TERM BENEFITS	SHORT-TERM BENEFITS	POST EMPLOYMENT	POST EMPLOYMENT	EQUITY-BASED BENEFITS	EQUITY-BASED BENEFITS	TOTAL
	Salary & Fees $	Cash Bonus $	Non- Monetary $	Super- annuation $	Termination Benefits $	Options or Performance Rights $	% Performance based of Total Remuneration	$
Directors
Douglas Loh	– Non-Executive Chairman1
2018	7,500	-	-	713	-	-	-	8,213
Peter Christie – ManagingDirector
2018	150,000	-	-	14,250	-	-	-	164,250
TerrySmart –	Non-Executive Director
2018	33,000	-	-	3,135	-	-	-	36,135
Richard Carden – Non-Executive Director#
2018	50,000	-	-	-	-	-	-	50,000
Kuek Jin Low – Non-Executive Director2
2018	-	-	-	-	-	-	-	-
Specified Executive
George Lazarou – Chief Financial Officer and CompanySecretary †
2018	59,327	-	-	-	-	-	-	59,327
Dean Coetzee – Chief Sales Officer3
2018	150,000	-	-	-	-	-	-	150,000
Tim Desmond – Chief TechnologyOfficer4
2018	150,000	-	-	-	-	-	-	150,000
Total Remuneration 2018 599,827		-	-	18,098	-	-	-	617,925

1. Appointed 16 April 2018

2. Appointed 19 September 2017, Resigned 22 November 2017

3. Mr Coetzee was appointed a director on 4 August 2017 and resigned as a director on 29 January 2018. Mr Coetzee receives his fees through The Data Exchange Network Pte Ltd, a non-related entity.

4. Mr Desmond was appointed a director on 4 August 2017 and resigned as a director on 16 October 2017. Mr Desmond receives his fees through The Data Exchange Network Pte Ltd, a non-related entity.

Mr Carden receives his director fees through The Data Exchange Network Pte Ltd, a non-related entity.

• Citadel Capital Pty Ltd, a company Mr Lazarou has an interest in, receives fees for Chief Financial Officer and Company Secretarial Services on normal commercial terms. These are included in the remuneration above.

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The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

17. REMUNERATION REPORT (Continued)

Options or performance rights issued as part of remuneration

During the financial period ended 30 June 2018, no options or performance rights were issued as part of remuneration.

Remuneration policy of key management personnel

The objective of the Company’s executive reward framework is set to attract and retain the most qualified and experienced directors and senior executives. The board ensures that executive reward satisfies the following key criteria for good reward governance practices:

• Competitiveness

• Acceptability to shareholders

• Performance linkage

• Capital management

Non-Executive Directors

The constitution of the Company provides that the non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum sum per annum from time to time determined by the Company in a general meeting (currently $500,000). The Chairman’s fees are determined independently to the fees of non-executive Directors based on comparative roles in the external market. The remuneration policy has been tailored to increase goal congruence between shareholders and Directors. The Company will look to adopt an employee incentive plan to encourage the alignment of personal and shareholder interests. The Company believes this policy will be effective in increasing wealth.

Directors’ fees

A director may be paid fees or other amounts as the directors determine where a director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director. A director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Service Agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:-

Name:	Douglas Loh
Title:	Non-Executive Chairman
Agreement Commenced:	16 April 2018
Term of Agreement:	Subject to re - election every 3 years
Details:	Base salary of $60,000 per annum, plus superannuation, to be reviewed
	annually by the Board.
Name:	Peter Christie
Title:	Managing Director
Agreement Commenced:	1 September 2017
Term of Agreement:	Shall continue until terminated in accordance with the terms of the
	Executive Service Agreement
Details:	Base salary of $180,000 plus superannuation per annum, to be reviewed
	annually by the Board, plus payment of all reasonable travelling and other
	incidental costs incurred while performing his duties. 6 month termination
	notice by either party.

14

Annual Report 30 June 2018

The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

17. REMUNERATION REPORT (Continued)

Name: Terry Smart Title: Non-Executive Director Agreement Commenced: 4 August 2017 Term of Agreement: Subject to re - election every 3 years Details: Base salary of $36,000 plus superannuation per annum, to be reviewed annually by the Board. Name: Richard Carden Title: Non-Executive Director Agreement Commenced: 4 August 2017 Term of Agreement: Subject to re - election every 3 years Details: Base salary of $36,000 plus superannuation per annum (if applicable), to be reviewed annually by the Board. The Company has entered into a 3 month Consultancy Agreement effective 1 July 2018 with The Data Exchange Network Pte Ltd, with Richard Carden being the nominated person, which can be extended on a monthly basis by mutual consent for which Mr Carden will receive $1,000 (exclusive of GST) per day. Name: George Lazarou Title: Chief Financial Officer and Company Secretary Agreement Commenced: 13 October 2017 Term of Agreement: Shall continue until terminated in accordance with the terms of the Agreement with Citadel Capital Pty Ltd Details: $5,000 per month exclusive of GST pre-IPO and $10,000 per month exclusive of GST post IPO to be reviewed annually, plus payment of all reasonable travelling and other incidental costs incurred while performing his duties, with a 60 day termination notice by either party. Name: Dean Coetzee Title: Chief Sales Officer Agreement Commenced: 1 September 2017 Term of Agreement: 3 year term in accordance with the terms of the Consultancy Agreement with The Data Exchange Network Pte Ltd, with Dean Coetzee being the nominated person. Details: $15,000 per month exclusive of GST to be reviewed annually, plus payment of all reasonable travelling and other incidental costs incurred while performing his duties. 6 month termination notice by either party. Name: Tim Desmond Title: Chief Technology Officer Agreement Commenced: 1 September 2017 Term of Agreement: 3 year term in accordance with the terms of the Consultancy Agreement with The Data Exchange Network Pte Ltd, with Tim Desmond being the nominated person. Details: $15,000 per month exclusive of GST to be reviewed annually, plus payment of all reasonable travelling and other incidental costs incurred while performing his duties. 6 month termination notice by either party.

Retirement benefits

Other retirement benefits may be provided directly by the Company, if approved by shareholders.

15

Annual Report 30 June 2018

The Data Exchange Network Limited

DIRECTORS' REPORT (Continued)

17. REMUNERATION REPORT (Continued)

Shareholdings of key management personnel

The movement during the reporting period in the number of shares in the Company held, directly, indirectly or beneficially, by each key management person, including related parties, is as follows:

2018 Richard Carden Peter Christie Terry Smart Douglas Loh Dean Coetzee Tim Desmond Kuek Jin Low ** George Lazarou	Balance at 4 August 2017 Holding on Date of Appointment - - 12,000,000 - - - - 587,500 24,000,000 - 24,000,000 - - - - -	Bought& (Sold) Holding on Date of Resignation Balance at 30 June 2018 650,000 - 650,000 1,925,000 - 13,925,000 5,375,000 - 5,375,000 - - 587,500 3,850,000 - 27,850,000 3,850,000 - 27,850,000 - - - 875,000 - 875,000
	60,000,000 587,500	16,525,000 - 77,112,500

• Appointed as a Director on 16 April 2018

** Resigned as a Director on 29 January 2018, continued as a KMP

*** Resigned as a Director on 16 October 2017, continued as a KMP **** Appointed as a Director on 19 September 2017, Resigned on 22 November 2017

Option holdings of key management personnel

The movement during the reporting period in the number of options over ordinary shares in the Company held, directly, indirectly or beneficially, by each key management person, including related parties, is as follows:

2018 Richard Carden Peter Christie Terry Smart Douglas Loh Dean Coetzee Tim Desmond Kuek Jin Low** George Lazarou	Balance at 4 August 2017 Holding on Date of Appointment Expired - - - - - - - - - - 78,125 - - - - - - - - - - - - -	Acquired Holding at Date of Resignation Balance at 30 June 2018 Total Vested at 30 June 2018 Total Exercisable at 30 June 2018 62,500 - 62,500 62,500 62,500 2,166,667 - 2,166,667 2,166,667 2,166,667 10,468,750 - 10,468,750 10,468,750 10,468,750 - - 78,125 78,125 78,125 2,166,667 -2,166,667 2,166,667 2,166,667 2,166,666 -2,166,666 2,166,666 2,166,666 - - - - - 156,250 - 156,250 156,250 156,250
	- 78,125 -	17,187,500 -17,265,625 17,265,625 17,265,625

• Appointed as a Director on 16 April 2018

• ** Resigned as a Director on 29 January 2018, continued as a KMP

• *** Resigned as a Director on 16 October 2017, continued as a KMP

**** Appointed as a Director on 19 September 2017, Resigned on 22 November 2017

16

Annual Report 30 June 2018

The Data Exchange Network Limited

Signed in accordance with a resolution of the Board of Directors.

==> picture [89 x 46] intentionally omitted <==

Peter Christie Managing Director

Dated this 22[nd] day of August 2018

17

==> picture [160 x 36] intentionally omitted <==

Level 15, Exchange Tower, 2 The Esplanade, Perth, WA 6000 PO Box 5785, St Georges Terrace, WA 6831 T +61 (0)8 9225 5355 F +61 (0)8 9225 6181

AUDITOR’S INDEPENDENCE DECLARATION UNDER S307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF THE DATA EXCHANGE NETWORK LIMITED

www.moorestephens.com.au

I declare that, to the best of my knowledge and belief, during the period ended 30 June 2018 there have been no contraventions of:

• i. the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

• ii. any applicable code of professional conduct in relation to the audit.

==> picture [73 x 35] intentionally omitted <==

SUAN-LEE TAN PARTNER

==> picture [109 x 28] intentionally omitted <==

MOORE STEPHENS CHARTERED ACCOUNTANTS

Signed at Perth this 22[nd] day of August 2018

18

Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens - ABN 16 874 357 907. An independent member of Moore Stephens International Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a partner or agent of any other Moore Stephens firm.

Annual Report 30 June 2018

The Data Exchange Network Limited

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the period 4 August 2017 to 30 June 2018

Note Continuing operations Sales to customers Cost of Sales Gross Profit Revenue Other income 2 Interest received Expenses Administration expenses Amortisation - intangibles 14 Amortisation – deferred transaction costs 11 Compliance and legal expenses Consultants and contractor expenses Depreciation Employee expenses 3 Finance expenses Foreign exchange loss Marketing expenses Occupancy expenses Telecommunication and technology expenses Travel expenses Loss before income tax expense Income tax expense 4 Total comprehensive loss for the period Basic and diluted earnings per share (cents per share) 23	2018 $ 1,982,984 (1,731,540)
	251,444
	31,538 45,877
	77,415
	(118,728) (11,350) (1,671,592) (200,738) (892,179) (19,804) (1,323,800) (22,524) (19,176) (38,993) (1,349,451) (203,269) (194,241)
	(6,065,845)
	(5,736,986) -
	(5,736,986)
	(5.88)

The Company’s potential ordinary shares were not considered dilutive as the Company is in a loss position.

The accompanying notes form part of these financial statements.

19

Annual Report 30 June 2018

The Data Exchange Network Limited

STATEMENT OF FINANCIAL POSITION As at 30 June 2018

ASSETS Note Current Assets Cash and cash equivalents 7 Trade and other receivables 8 Other assets 9 Inventory 10 Deferred transaction costs 11 Total Current Assets Non-Current Assets Bank guarantees 12 Plant and equipment 13 Intangible 14 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 15 Income in advance Borrowings 16 Provisions 17 Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 18 Option reserve 19 Accumulated losses 20 TOTAL EQUITY	2018 $ 12,047,724 1,216,811 717,251 220,113 -
	14,201,899
	1,071,000 355,912 142,171
	1,569,083
	15,770,982
	877,168 105,781 - 77,133
	1,060,082
	1,060,082
	14,710,900
	20,137,584 310,302 (5,736,986)
	14,710,900

The accompanying notes form part of these financial statements.

20

Annual Report 30 June 2018

The Data Exchange Network Limited

STATEMENT OF CHANGES IN EQUITY For the period ended 30 June 2018

Balance at 4 August 2017 Total comprehensive income for the period Loss for the period Other comprehensive income Transaction with owners in their capacity as owners: Issue of shares Issue of options Conversion of convertible notes at fair value Options issued on conversion of convertible note at fair value Capital raising costs Balance at 30 June 2018	Issued Capital Option Reserve Accumulated Losses Total $ $ $ $ - - - -
	- - (5,736,986) (5,736,986) - - - -
	- - (5,736,986) (5,736,986)
	16,000,075 - - 16,000,075 - 32 - 32 5,462,500 - - 5,462,500 - 310,270 - 310,270 (1,324,991) - - (1,324,991)
	20,137,584 310,302 (5,736,986) 14,710,900

The accompanying notes form part of these financial statements.

21

Annual Report 30 June 2018

The Data Exchange Network Limited

STATEMENT OF CASH FLOWS For the period ended 30 June 2018 Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Net cash used in operating activities 24(a) Cash flows from investing activities Payment of deposits and guarantees Purchase of plant and equipment Purchase of intangible assets Net cash used in financing activities Cash flows from financing activities Proceeds from convertible notes Proceeds from the issue of shares and options Payment of capital raising costs Loans made to employee Net cash provided by financing activities Net increase in cash held Cash and cash equivalents on incorporation Cash and cash equivalents at the end of the period7,24(b)	2018 $ 1,344,776 (6,397,805) 22,861
	(5,030,168)
	(1,071,000) (375,716) (153,521)
	(1,600,237)
	4,370,000 16,000,107 (1,686,478) (5,500)
	18,678,129
	12,047,724 -
	12,047,724

The accompanying notes form part of these financial statements

22

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The Data Exchange Network Limited (the "Company") is a Company domiciled in Australia and listed on the ASX.

The principal activities of the Company during the financial period was the completion of a pre-initial public offering funding, a subsequent initial public offering and listing on the Australian Stock Exchange, with funds obtained used to secure key management personnel, a development site to manufacture modular data centre solutions for other operators, sites to operate modular colocation data centres and working capital.

Basis of Preparation

The accounting policies set out below have been consistently applied to all periods presented.

Statement of Compliance

The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) as issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 for profit-oriented entities. The financial report of the Company complies with International Financial Reporting Standards (lFRSs) as issued by the International Accounting Standards Board.

The financial statements were authorised for issue by the Board of Directors on 22 August 2018.

Basis of Measurement

The financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

• financial instruments at fair value through profit or loss are measured at fair value

• available-for-sale financial assets are measured at fair value

• liabilities for cash-settled share-based payment arrangements are measured at fair value

Functional and Presentation Currency

These financial statements are presented in Australian dollars, which is the Company's functional currency.

Use of Estimates and Judgements

The preparation of financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Going Concern

The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

23

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(a) Critical Accounting Judgements Estimates and Assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Income Tax Expenses

Judgement is required in assessing whether deferred tax assets and liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.

Impairment

The Company assesses impairment at each reporting date by evaluating conditions specific to the Company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

Fair Value Measurement

The Company measures financial instruments, such as derivatives, at fair value at each balance sheet date. Also, from time to time, the fair values of non-financial assets and liabilities are required to be determined, eg., when the entity acquires a business, or where an entity measures the recoverable amount of an asset or cash-generating unit (CGU) at fair value less costs of disposal.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Changes in estimates and assumptions about these inputs could affect the reported fair value.

Estimation of useful life of assets

The entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite intangible assets. The useful lives could change significantly as a result of technical innovations, or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or nonstrategic assets that have been abandoned or sold will be written off or written down.

24

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) New and amended accounting policies adopted by the company

The Company has adopted all new and revised accounting standards and interpretations that are relevant to its operations and effective for reporting periods beginning 1 July 2017. None of the new and revised standards and interpretations adopted during the period had a material impact.

(c) New accounting standards for application in future periods

The Australian Accounting Standards Board (AASB) has issued a number of new and amended Accounting Standards that have mandatory application dates for future financial periods, some of which are relevant to the Company. The Directors have decided not to early adopt any of the new and amended pronouncements. Their assessment of the pronouncements that are relevant to the Company but applicable in future reporting periods is set out below:

• AASB 9 : Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 July 2018).

The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments requirements for financial instruments and hedge accounting.

The key changes that may affect the Company on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective.

The directors do not anticipate that the adoption of AASB 9 will have a material impact on the Company’s financial instruments.

• AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 July 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15 ).

AASB 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers.

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Apart from a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers.

The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:

• identify the contract(s) with a customer;

• identify the performance obligations in the contract(s);

• determine the transaction price;

• allocate the transaction price to the performance obligations in the contract(s); and

• recognise revenue when (or as) the performance obligations are satisfied.

25

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period presented per AASB 108: Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical expedients in AASB 15); or recognise the cumulative effect of retrospective application to incomplete contracts on the date of initial application. There are also enhanced disclosure requirements.

The Directors are continuing their analysis and assessment of the impact of the new revenue standard on its future financial results. This includes identifying changes to accounting policies, internal and external reporting requirements, IT systems, business processes and associated internal controls with the objective of quantifying the expected first-time adoption impacts as well as supporting ongoing compliance with the new accounting requirements. At this time, the adoption of AASB 15 is not expected to have a significant impact on the Company’s current revenue recognition policies.

• AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 July 2019).

• When effective, this Standard will replace the current accounting requirements applicable to leases in AASB 117: Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as operating or finance leases.

The main changes introduced by the new Standard are as follows:

• recognition of a right-of-use asset and lease liability for all leases (excluding short-term leases with a lease term 12 months or less of tenure and leases relating to low-value assets);

• depreciation of right-of-use assets in line with AASB 116: Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and interest components;

• inclusion of variable lease payments that depend on an index or a rate in the initial measurement of the lease liability using the index or rate at the commencement date;

• application of a practical expedient to permit a lessee to elect not to separate non-lease components and instead account for all components as a lease; and

• inclusion of additional disclosure requirements.

The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an adjustment to opening equity on the date of initial application.

As at the reporting date, the Company has operating lease commitments of $24,216,322 (Note 29). The Company has assessed the full impact of the standard and assuming its existing lease arrangements remain substantially unchanged, expects to recognise a Right of Use Asset and Lease Liability of $16.84 million and $19.16 million respectively as at 1 July 2019. Adjustments to these balances could arise from prepaid or accrued lease payments made during the year ended 30 June 2019 and any resulting changes shall be disclosed in the Company’s next annual financial statements.

(d) Intangible assets

Internally generated software

Internally developed software is capitalised at cost less accumulated amortisation. Amortisation is calculated using the straight-line basis over the asset’s useful economic life which is generally three years. Their useful lives and potential impairment are reviewed at the end of each financial year.

26

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Licences/trademarks/copyrights

Certain licences, trademarks and copyrights that the Company possesses will be amortised over their useful life and are carried at cost less impairment losses and are subject to impairment review at least annually and whenever there is an indication that it may be impaired. Other licences that the Company acquires are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period.

Software under development

Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of materials and services and employee costs.

Assets in the course of construction include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the Company has an intention and ability to use the asset.

Software under development shall only commence being amortised when the software is completed and ready for use.

Other licences that the Company acquires are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over the estimated useful life. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period.

(e) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(f) Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses.

Impairment

The carrying amounts of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the recoverable amount, the assets or cash generating units are written down to their recoverable amount.

The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognised in the profit or loss in the statement of comprehensive income in the cost of sales line item.

Depreciation

The depreciable amount of all fixed assets is depreciated on a diminishing value basis over their useful lives to the Company commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets vary from 12.5% to 33.33%. Depreciation on assets under construction shall only commence when the assets construction is completed and ready for use.

27

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit or loss in the statement of comprehensive income.

(g) Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets (such as shares in listed companies) is based on quoted market prices at the reporting date.

The nominal value, less any estimated credit adjustments, of trade receivables and payables are assumed to approximate their fair value.

(h) Impairment of assets

At the end of each reporting period, the company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.

(i) Trade and other receivables

Trade and other receivables include amounts due from customers for goods sold and services performed over an ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Refer to note 1(h) for further discussion on the determination of impairment losses.

(j) Trade and other payables

Trade payables and other accounts payable are recognised when the Company becomes obliged to make future payments resulting from the purchase of goods and services.

(k) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable.

The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the company and specific criteria have been met for each of the activities as described below. Where appropriate, the Company bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Revenue is recognised for the major business activities as follows:

28

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Data Centre Services

Revenue is recognised only when the service has been provided, the amount of revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the Company. Any upfront discounts provided to customers are amortised over the contract term.

Infrastructure Sales

Revenue is recognised only when the service has been provided, the amount of revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the Company.

Interest Income

Interest income is recognised using the effective interest method. When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

(l) Income Tax

The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the notional income tax rate, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

A deferred tax asset for unused tax losses is recognised only if it is probable that future taxable amounts will be available to utilise losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the assets and settle the liability simultaneously.

(m) Financial Instruments

Initial recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

The company does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments other than loans receivables and financial liabilities, the entity does not currently hold any other classification of financial assets.

Financial assets at fair value through profit or loss

Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the company’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Available-for-sale investments

Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

They are subsequently measured at fair value with any re-measurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are expected to be sold after 12 months from the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

30

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(n)

Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(o)

Employee benefits

Provision is made for the company’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The company’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position. The company’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position.

(p)

Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and conditions are accounted for as follows:

• Raw materials: purchase cost on a first-in/first-out basis; and

• Finished goods and work in progress: cost of direct materials and labour and a portion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

2. REVENUE FROM CONTINUING ACTIVITIES

Sundry income

2018 $ 31,538

3. EXPENSES

Loss has been determined after the following specific expenses: - Amortisation of intangibles - Amortisation of deferred transaction costs - Auditing or reviewing the financial report - Depreciation - Operating lease expense - rental Employee benefits expense: - Annual leave - Car allowance - Director’s fees - Long service leave - Occupational health and safety - Payroll tax - Superannuation - Wages

11,350 1,671,592 33,000 19,804 881,707 63,560 2,147 90,500 13,573 9,290 29,140 112,057 1,003,533

1,323,800

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

4. INCOME TAX

(a) The components of tax expense comprise: Current tax Deferred tax Income tax expense (b) The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax benefit on loss from ordinary activities before income tax at 27.5% Add tax effect of: - Revenue losses not recognised - Other non-deductible items - Other deferred tax balances not recognised Income tax expense (c) Deferred tax recognised at 27.5%(Note 1): Deferred tax liabilities Accrued income Prepayment Deferred tax assets Carried forward revenue losses Net tax deferred (d) Unrecognised deferred tax assets at 27.5%(Note 1): Carried forward revenue losses Capital raising costs Provisions and accruals		2018 $ - -
		-
		(1.577,671) 1,115,250 459,688 2,734
		-
		(6,330) (1,720) 8,049
		-
		1,115,250 323,149 43,957
		1,482,356

(e) The tax benefits of the above Deferred Tax Assets will only be obtained if:

• (i) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;

• (ii) the Company continues to comply with the conditions for deductibility imposed by law; and

• (iii) no changes in income tax legislation adversely affect the Company in utilising the benefits.

Note 1 - the corporate tax rate for eligible companies will reduce from 30% to 25% by 30 June 2027 providing certain turnover thresholds and other criteria are met. Deferred tax assets and liabilities are required to be measured at the tax rate that is expected to apply in the future income year when the asset is realised or the liability is settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated.

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

2018 $

5. AUDITOR’S REMUNERATION

Remuneration of the auditor Moore Stephens:

• Auditing and reviewing the financial statements of the Company

33,000

6. DIVIDENDS PAID OR PROVIDED FOR ON ORDINARY SHARES

No dividends were paid during the period. No recommendation for payment of dividends has been made.

7. CASH AND CASH EQUIVALENTS Current Cash at bank and on hand Term Deposit1	2018 $ 7,047,724 5,000,000
	12,047,724

1 The maturity date of the term deposit is 7 August 2018.

8. TRADE AND OTHER RECEIVABLES Current Trade receivables1 GST receivable Interest receivable Loan to employee 1Aging of past due but not impaired 0-30 days 30-60 days 60-90 days 90+ days Total 9. OTHER ASSETS Current Prepayments 10. INVENTORY Current On Hand Work in Progress – Customer1 1 Relates to external customers		914,696 273,599 23,016 5,500
		1,216,811
		676,232 26,412 51,734 160,318
		914,696
		717,251
		11,911 208,202
		220,113

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

11. DEFERRED TRANSACTION COSTS Current Deferred transaction costs (convertible notes) – at fair value Deferred transaction costs (convertible notes) – capital raising costs Amortisation of deferred transaction costs on conversion 12. BANK GUARANTEES Non-Current 9 Mumford Place, Balcatta WA1 5 Parkview Drive, Olympic Park, Sydney NSW1 286-292 Lorimer Street, Port Melbourne, Victoria1		2018 $ 1,402,770 268,822 (1,671,592)
		-
		76,000 495,000 500,000
		1,071,000

1 Relate to term deposits given to secure bank guarantees over leased premises. The bank guarantees are restricted cash.

13. PLANT AND EQUIPMENT

Plant and Equipment At cost Accumulated depreciation ICT Hardware At cost Accumulated depreciation Office Equipment At cost Accumulated depreciation Assets Under Construction 1 At cost Accumulated depreciation Total cost Total accumulated depreciation Total Written Down Value		2018 $ 27,381 (3,560)
		23,821
		139,709 (14,300)
		125,409
		35,229 (1,943)
		33,286
		173,396 -
		173,396
		375,715 (19,803)
		355,912

1 Relates to the construction of data modules for Melbourne & Sydney

35

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

13. PLANT AND EQUIPMENT (CONTINUED)

Movements in carrying amounts Plant and Equipment Carrying amount at beginning of reporting period Additions Disposals Depreciation expense Carrying amount at end of reporting period ICT Hardware Carrying amount at beginning of reporting period Additions Disposals Depreciation expense Carrying amount at end of reporting period Office Equipment Carrying amount at beginning of reporting period Additions Disposals Depreciation expense Carrying amount at end of reporting period Assets Under Construction Carrying amount at beginning of reporting period Additions Disposals Depreciation expense Carrying amount at end of reporting period Total	2018 $ - 27,382 - (3,560)
	23,822
	- 139,709 - (14,301)
	125,408
	- 35,229 - (1,943)
	33,286
	- 173,396 - -
	173,396
	355,912

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

14. INTANGIBLES

Non-Current Software at cost1 Accumulated amortisation Patents and Trademarks at cost2 Accumulated amortisation Software Development at cost3 Accumulated amortisation Total cost Total accumulated amortisation Total Written Down Value	2018 $ 47,848 (10,594)
	37,254
	33,986 (756)
	33,230
	71,687 -
	71,687
	153,521 (11,350)
	142,171

1 Relates to acquired software and is amortised over a period of 3 years.

2 Relates to patents and is amortised over the estimated useful life of the patents.

3 Relates to the development costs spent to date on IoT software.

15. TRADE AND OTHER PAYABLES

Current (unsecured) Trade creditors_1_ Other creditors & accruals_2_ Payroll liabilities	2018 $ 642,637 36,170 198,361
	877,168

Terms and conditions relating to the above financial instruments. 1. Trade creditors are non-interest bearing and generally on 60 day terms.

2. Other creditors are non-interest bearing have no fixed repayment terms.

For further details refer to note 22 Financial Instruments.

16. BORROWINGS

Current Convertible notes – at fair value Transferred to issued capital on conversion – at fair value Transferred to option reserve on conversion – at fair value	5,772,770 (5,462,500) (310,270)
	-

During the year, the Company entered into binding term sheets for the issue of 4,370,000 convertible notes at a face value of $1.00 each to raise a total of $4,370,000. The maturity date of the convertible notes was 12 months after the date the convertible note was issued. No interest was payable on the principal amount and the convertible notes automatically converted into shares at a 20% discount to the price at which shares were offered under the Prospectus lodged with ASIC on 16 February 2018, together with one free attaching option for every four shares.

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

17. PROVISIONS Current Annual Leave Long Service Leave	2018 $ 63,560 13,573
	77,133

The Company currently has 33 employees including Directors.

18. ISSUED CAPITAL 182,312,501 fully paid ordinary shares (a) Movements in fully paid ordinary shares on issue At the beginning of the reporting period Shares issued during the period: Shares subscribed for Shares subscribed for Initial Public Offering shares Conversion of convertible notes at fair value Less: Capital raising costs Balance at 30 June 2018	2018 $ 20,137,584 2018 $ Number - - 60 60,000,000 15 15,000,000 16,000,000 80,000,001 5,462,500 27,312,500 (1,324,991) -	2018 $ 20,137,584
	20,137,584 182,312,501

(b) Terms of Ordinary Shares

Ordinary shares participate in dividends and the proceeds on winding up of the Company in proportion to the number of shares held and in proportion to the amount paid up on the shares held.

At shareholder’s meetings each ordinary share is entitled to one vote in proportion to the paid up amount of the share when a poll is called, otherwise each shareholder has one vote on a show of hands. These fully paid ordinary shares have no par value.

(c) Capital risk management

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders.

Due to the nature of the Company’s activities, it does not have ready access to credit facilities, with the primary source of funding being equity raisings, given the early stage of its business. Accordingly, the objective of the Company’s capital risk management is to balance the current working capital position against the requirements of the Company to meet the building of its colocation data centres and general corporate overheads. This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

The Company is not subject to any externally imposed capital requirements.

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Annual Report 30 June 2018

The Data Exchange Network Limited

	NOTES TO THE FINANCIAL STATEMENTS
	For the period ended 30 June 2018
				2018
19.	OPTION RESERVE			$
	39,328,125 options			310,302
			2018
	(a) Movements in listed options on issue:	$		Number
	Options
	At the beginning of the reporting period	-		-
	Options issued during the period:
	Options subscribed for	32		32,500,000
	Options issued on conversion at fair value	310,270		6,828,125
	Balance at 30 June 2018	310,302		39,328,125

(b) Terms of Options

At the end of reporting period, there are 39,328,125 options over unissued shares as follows:

Expiry Date Exercise Price 30 November 2020 $0.30 5 April 2021 $0.30 20. ACCUMULATED LOSSES Accumulated losses at the beginning of the reporting period Net loss attributable to members Accumulated losses at the end of the reporting period	Number of Options 32,500,000 6,828,125
	39,328,125
	2018 $ - (5,736,986)
	(5,736,986)

21. RELATED PARTY DISCLOSURES

(a) Loans to key management personnel

There were no loans to key management personnel at the end of the period.

(b) Other transactions and balances with key management personnel

Mr Christie is a director and shareholder of Herdsman Lake Capital Asia Pte Ltd, and Mr Smart is a director and shareholders of Smart Investments Pty Ltd as trustee for the Smart Capital Investment Fund, both of which are shareholders of Datacentre Limited. The Company has a Service Supply Agreement in place with Datacentre Limited to provide various services. During the period the Company made sales of $305,852 to the Datacentre Limited, with $284,085 included in trade receivables as at 30 June 2018. All transactions were entered into on normal commercial terms.

Mr Christie is a director and shareholder of Herdsman Lake Capital Asia Pte Ltd, Mr Smart is a director and shareholders of Smart Investments Pty Ltd as trustee for the Smart Capital Investment Fund and Mr Lazarou is a director and shareholder of Eoz Pty Ltd as trustee for the Zeus Trust, all of which are shareholders of Site2 DC Pty Ltd. The Company has a Service Supply Agreement in place with Site 2 DC Pty Ltd to provide various services. During the period the Company made sales of $78,600 to Site2 DC Pty Ltd, with $78,600 included in trade receivables as at 30 June 2018. All transactions were entered into on normal commercial terms.

39

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

21. RELATED PARTY DISCLOSURES (CONTINUED)

Mr George Lazarou is a director and shareholder of Citadel Capital Pty Ltd. During the period Citadel Capital Pty Ltd received $59,327 for the provision of company secretarial and Chief Financial Officer services. These costs have been included in the compensation of key management personnel for the period ended 30 June 2018. All transactions were entered into on normal commercial terms.

Mr Richard Carden is a director of The Data Exchange Network Pte Ltd, a Singapore incorporated company. During the period The Data Exchange Network Pte Ltd invoiced $50,000 in relation to Director fees for Mr Richard Carden in accordance with his Letter of Appointment. These costs have been included in the compensation of key management personnel for the period ended 30 June 2018. All transactions were entered into on normal commercial terms.

Mr Dean Coetzee is a director and shareholder of The Data Exchange Network Pte Ltd, a Singapore incorporated company. During the period The Data Exchange Network Pty Ltd invoiced $150,000 for the provision of Chief Sales Officer services. These costs have been included in the compensation of key management personnel for the period ended 30 June 2018. All transactions were entered into on normal commercial terms.

Mr Tim Desmond is a director and shareholder of The Data Exchange Network Pte Ltd, a Singapore incorporated company. During the period The Data Exchange Network Pty Ltd invoiced $150,000 for the provision of Chief Technology Officer services. These costs have been included in the compensation of key management personnel for the period ended 30 June 2018. All transactions were entered into on normal commercial terms.

It should be noted that the Company has no equity interest in The Data Exchange Network Pte Ltd.

(c) Executive Agreement

During the period the Company entered into an Executive Services Agreement with Mr Peter Christie as the Managing Director of the Company. Pursuant to the terms of the Executive Services Agreement, Mr Christie will be paid an amount of $180,000 per annum plus statutory superannuation, reviewed annually. The Company will also pay reasonable travelling and other incidental costs incurred by Mr Christie while performing his duties under the Executive Services Agreement.

Either Mr Christie or the Company may terminate the Executive Services Agreement at any time on the giving of not less than 6 months’ notice in writing.

For the period ended 30 June 2018, an amount of $164,250 including statutory superannuation was paid or payable.

(d) Key management personnel compensation

Key management personnel compensation
The key management personnel compensation comprised: Short term employment benefits Post-employment benefits Share based payments	2018 $ 599,827 18,098 -
	617,925

Detailed remuneration disclosures are provided in the Remuneration Report on pages 12 to 16.

40

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

22. FINANCIAL INSTRUMENTS

Financial Risk Management Objectives and Policies

The company has exposure to the following risks from their use of financial instruments:

• (a) credit risk;

• (b) liquidity risk; and

• (c) market risk

This note presents information about the company’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk. The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks and they are summarised below.

The company’s principal financial instruments comprise cash. The company also has other financial instruments such as receivables and payables which arise directly from its operations. For the period under review, it has been the Company’s policy not to trade in financial instruments.

Financial Instruments

Financial assets Cash and cash equivalents Trade and other receivables Bank guarantees Financial liabilities At amortised cost: Trade and other payables	2018 $ 12,047,724 1,216,811 1,071,000
	14,335,535
	877,168
	877,168

(a) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The company only transacts with entities that are rated the equivalent of investment grade and above.

The company’s exposure and the credit ratings of its counterparties are continuously monitored. Credit exposure is controlled by counterparty limits that are reviewed and approved by the Board annually.

The Company does not have any significant credit risk exposure to the bank. The credit risk on liquid funds is reduced because the counterparty is a bank with a high credit rating assigned by international credit rating agencies.

(b) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the company’s short, medium and long-term funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. The company did not have any undrawn facilities at its disposal as at reporting date.

41

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

22. FINANCIAL INSTRUMENTS (CONTINUED)

The table below analyses the company’s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Contractual maturities of financial liabilities 30 June 2018 Trade and other payables Net maturity	Less than 1 year 1-2 years 2-5 years >5 years Total contractual cash flows Carrying Amount $ $ $ $ $ 877,168 - - - 877,168 877,168
	877,168 - - - 877,168 877,168

• (c) Market risk

Market risk is the risk that changes in the market prices such as foreign exchange rates, interest rates and equity prices will affect the company’s income or value of its holdings of financial instruments. The company does not have any interest bearing short or long-term debt and therefore the risk is minimal. The company limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings.

(d) Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Current financial assets and financial liabilities are generally not exposed to interest rate risk because of their short-term nature. The company’s cash and cash equivalents at 30 June 2018 are fixed interest rate instruments. Therefore, they are not subject to interest rate risk.

• (e) Fair value measurements

The fair values of cash, receivables, trade and other payables approximate their carrying amounts as a result of their short-term maturity.

23. EARNINGS PER SHARE (a) Loss used in the calculation of basic and dilutive earnings per share for continuing operations (b) Weighted average number of ordinary shares outstanding during the reporting period used in calculation of basic and diluted earnings per share	2018 $ 5,736,986
	Number of shares 2018 97,602,652

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

24. CASH FLOW INFORMATION

(a) Reconciliation of cash flow from operations with loss from ordinary activities after income tax. Loss after income tax Adjustment for; - Amortisation - intangibles - Amortisation – deferred transaction costs - Depreciation - Foreign exchange loss Changes in assets and liabilities - (Increase) in trade and other receivables - (Increase) in prepayments - (Increase) in inventory - Increase in trade and other payables - Increase in income in advance - Increase in income in provisions Net cash flow used in operating activities (b) Reconciliation of cash and cash equivalents Cash and cash equivalents comprises: Cash at bank and on hand Term deposit (c) Acquisition of Entities	2018 $ (5,736,986) 11,350 1,671,592 19,804 19,176 (1,118,646) (717,251) (220,113) 857,992 105,781 77,133
	(5,030,168)
	2018 $ 7,047,724 5,000,000
	12,047,724

There was no acquisition of entities during the period.

(d) Non-cash financing and investing activities

There was no non-cash financing and investing activities during the period.

25. SEGMENT INFORMATION

The Company has identified its operating segments based on the internal reports that are reviewed and used by the board of directors in assessing performance and determining the allocation of resources. The reportable segment is represented by the primary statements forming this financial report.

At the end of the reporting period, the Company was operating primarily in one segment, being modular data centre solutions in Australia.

Major customers

During the period ended 30 June 2018, the Company supplied 3 single external customers with data centre infrastructure, consulting services and computer equipment which accounted for 23%, 14% and 57% of external revenue. The next most significant client accounts for 4% of external revenue.

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Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

26. SHARE BASED PAYMENTS

(a) Equity-settled share based payments

Options on conversion of convertible notes

On 5 April 2018, the Company issued 27,312,500 fully paid ordinary shares and 6,828,125 options exercisable at $0.30 on or before 5 April 2021 on conversion of the convertible notes.

Inputs for measurement of issue date fair value

Options

The options were issued and vested during the financial period, and were provided at no cost to the recipient.

The value of the options issued and having vested during the period was calculated using a binomial option pricing model and totalled $310,270. The values and inputs are as follows:

Options– 5 April 2021 ($0.30)
Options issued	6,828,125
Underlying share value	$0.20
Exercise price ofoptions	$0.30
Risk free interest rate	2%
Expected future volatilty	50%
Dividend yield	0%
Expirationperiod	5April 2021
Valuation per option	$0.045

A summary of the movements of all company options issued is as follows:-

	Number	Weighted
		Average
		Exercise
		Price
Options outstanding as at 4 August 2017	-	-
Options subscribed for	32,500,000	$0.30
Convertible noteholder options	6,828,125	$0.30
Options outstanding as at 30 June 2018	39,328,125	$0.30
Options exercisable as at 30 June 2018	39,328,125

As at the date of this report, there were no options exercised during the period.

44

Annual Report 30 June 2018

The Data Exchange Network Limited

NOTES TO THE FINANCIAL STATEMENTS For the period ended 30 June 2018

27. EVENTS SUBSEQUENT TO REPORTING DATE

No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

28. CONTINGENT LIABILITIES

In the opinion of the directors there were no contingent liabilities at 30 June 2018, and the interval between 30 June 2018 and the date of this report.

29. COMMITMENTS

29. COMMITMENTS
Operating lease expenditure commitments No later than 1 year Between 1 and 5 years Greater than 5 years	2018 $ 1,505,365 6,534,046 16,176,911
	24,216,322

The Company is currently leasing premises at 9 Mumford Place, Balcatta WA for a period of 3 year commencing 20 November 2017, with an option to renew for a further 3 years.

The Company is currently sub-leasing premises at 5 Parkview Drive, Sydney Olympic Park NSW for a period of 15 year commencing 1 February 2018, with an option to renew for a further 5 years.

The Company is currently leasing premises at 286-292 Lorimer Street, Port Melbourne, Victoria for a period of 10 year commencing 1 February 2018, with an option to renew for 2 further terms of 5 years each.

each.
Capital expenditure commitments No later than 1 year Between 1 and 2 years Greater than 2 years	2018 $ 908,197 - -
	908,197

The above capital expenditure commitments relate to commitments entered into with suppliers as at 30 June 2018, for the construction of the Melbourne and Sydney datacentres. Further capital expenditure commitments will arise as the Company enters into agreements with contractors and suppliers.

30. COMPANY DETAILS

The registered office is:

Level 28, AMP Tower 140 St Georges Terrace Perth WA 6000

The principal place of business address is:

9 Mumford Place Balcatta WA 6021

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Annual Report 30 June 2018

The Data Exchange Network Limited

DIRECTORS' DECLARATION

The directors declare that:

1. The financial statements, notes and additional disclosures included in the Directors’ report and designated as audited, are in accordance with the Corporations Act 2001 and:

2. (a) comply with Accounting Standards and Corporations Regulations 2001;

3. (b) giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its performance for the period ended on that date;

4. (c) the financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements.

5. The Managing Director and Chief Financial Officer have declared that:

6. (a) the financial records of the company for the financial period have been properly maintained in accordance with section 295A of the Corporations Act 2001;

7. (b) the financial statements and notes for the financial period comply with Accounting Standards; and

8. (c) the financial statements and notes for the financial period give a true and fair view.

9. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

==> picture [89 x 45] intentionally omitted <==

Peter Christie Managing Director

Dated this 22[nd] day of August 2018

46

==> picture [160 x 36] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF THE DATA EXCHANGE NETWORK LIMITED

Report on the Audit of the Financial Report

Level 15, Exchange Tower, 2 The Esplanade, Perth, WA 6000 PO Box 5785, St Georges Terrace, WA 6831 T +61 (0)8 9225 5355 F +61 (0)8 9225 6181 www.moorestephens.com.au

Opinion

We have audited the financial report of The Data Exchange Network Ltd (the “Company”) which comprises the statement of financial position as at 30 June 2018, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the period then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001 , including:

• i. giving a true and fair view of the Company’s financial position as at 30 June 2018 and of its financial performance for the period then ended; and

• ii. complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the “Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Liability limited by a scheme approved under Professional Standards Legislation. Moore Stephens - ABN 16 874 357 907. An independent member of Moore Stephens International Limited - members in principal cities throughout the world. The Perth Moore Stephens firm is not a partner or agent of any other Moore Stephens firm.

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Key Audit Matters (continued)

Cash at Bank including Restricted Cash (Bank Guarantees) Refer to Notes 7 and 12 - carrying values of $12.05 million and $1.07 million

The Company’s total cash holdings (including restricted cash) makes up 83% of its total assets by value and is considered a critical driver to the Group’s expanding operations.

We do not generally consider cash to be at a high risk of significant misstatement, or to be subject to a significant level of judgment because it is normally a liquid asset.

However, we determined this area to be key audit matter due to the materiality in the context of the financial statements and because a significant portion of cash is subject to certain restrictions. Restricted cash is required to be classified and presented differently under AASB 101 Presentation of Financial Statements and AASB 107 Cash Flow Statements .

Our procedures over the existence, completeness, presentation and valuation of the Company’s cash included the following:

• Documenting and assessing the processes and controls in place to record cash transactions;

• Agreeing cash holdings to independent third party bank confirmations;

• Agreeing those amounts classified as restricted cash to the terms and conditions of the underlying contracts and verifying if this was presented in accordance with AASB 101 and 107;

• Assessed the appropriateness of the disclosures included in the primary financial statements and notes to the financial report

Customer contracts – accuracy of revenue recognition, valuation of works in progress (WIP) and trade accounts receivable

Refer to Notes 1(k), 8 & 10

For the period ended 30 June 2018, revenue from customer contracts amounts to $1.98 million, the balance of WIP amounts to $0.21 million and trade debtors amounts to $0.915 million.

Revenue from customer contracts are recognised in accordance with the underlying terms and conditions described in the contract document, provided they fulfil the criteria of existing Australian Accounting Standards.

The measurement of revenue / related WIP was a key audit matter due to the risk of revenues being recorded in the wrong accounting period or at amounts not justified. This could arise from adopting incorrect assumptions or estimates.

The Company further recognises revenue from the sale of goods when the significant risks and rewards of ownership are transferred to the buyer and all the other relevant conditions are fulfilled.

Our procedures included among others:

• Obtaining an understanding of the processes and relevant controls relating to accounting for customer contracts;

• Reading significant customer contracts to understand the terms and conditions and their impact on revenue recognition including confirming the accounting treatment with our Moore Stephens National Head of Technical Accounting;

• Tested the accuracy and completeness of contracting revenue and related cost of sales to supporting documentation on a sample basis;

• Performed cut-off testing on revenue to ensure they were recorded accurately and in the appropriate reporting period;

• Examined costs included within WIP balances on a sample basis by verifying the amounts to source documentation and tested their recoverability through comparing the net realisable values as per the customer contracts & subsequent invoicing;

• Reviewed ageing of trade receivables and testing its recoverability to subsequent receipts. We also performed enquiries with management and reviewed Board minutes concerning the existence of slow paying debtors and their compliance with any repayment arrangements;

• Reviewed the relevant disclosures contained in the financial statements.

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Key Audit Matters (continued)

Accounting for the convertible notes and associated transaction costs Refer to Notes 11,16 and Statement of Profit or Loss

During the period and prior to the close of the initial public offering (“IPO”) described in the Director’s Report, the Company issued approximately $4.37 million in convertible notes (“notes”) to various parties. These notes automatically converted into Company shares in accordance with the underlying term sheets upon the Company’s admission to the Official List of the Australian Stock Exchange in April 2018.

As detailed in note 16, two key terms contained in the term sheets provided for the following:

• conversion of shares at a 20% discount (“conversion discount”) to the price at which the Company’s shares were offered under the IPO.

• Note holders would be issued 1 option for every 4 shares (“conversion options”) following the note conversion on terms detailed in the Company’s Prospectus document.

The accounting for the fair valuation of the note, its conversion discount, conversion options and computation of the resulting transaction costs arising from these events were key audit matters as they involved significant judgment and/or estimation by management.

Our procedures included the following:

• Assessing management’s consideration of the accounting of the convertible note conversion and brokerage fees by reading the binding term sheets entered into with the note holders and the agreement with the brokers that facilitated the note raising;

• Confirming the accounting treatment of the conversion discount, conversion options and brokerage fees with our Moore Stephens National Head of Technical Accounting;

• Checking management’s fair value workings of the total transaction costs for accuracy and reasonableness;

• Assessed the reasonableness of the risk-free rate and volatility utilised in management’s calculation of the conversion options value by comparison to external published rates;

• Ensuring total transaction costs were appropriately expensed to the Statement of Profit or Loss in accordance with AASB 132 Financial Instruments: Presentation.

• Reviewed the relevant disclosures contained in the financial statements

Additionally, judgment was applied to determine the accounting treatment of brokerage costs (“brokerage fees”) associated with the issue of these convertible notes as further transaction costs.

Refer to Note 11 of the financial statements relating to the total convertible note transaction expense of $1.672 million.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Company’s annual report for the period ended 30 June 2018, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, international omissions, misrepresentation, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

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Auditor’s Responsibilities for the Audit of the Financial Report (continued)

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report as included in the directors’ report for the period ended 30 June 2018.

In our opinion, the Remuneration Report of The Data Exchange Network Limited, for the period ended 30 June 2018 complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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SUAN LEE TAN PARTNER

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MOORE STEPHENS CHARTERED ACCOUNTANTS

Signed at Perth on the 22[nd] day of August 2018

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CORPORATE GOVERNANCE STATEMENT

This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (3[rd] Edition) ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons have been provided for not following them.

The Company’s Corporate Governance Plan has been posted on the Company’s website at www.dataexchange.io

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy. A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a Director.	YES	(a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person or putting forward to security holders a candidate for election, as a Director. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re- elect a Director.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is a party to a written

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
out the terms of their appointment.		agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has written agreements with each of its Directors and senior executives.
Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	YES	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
Recommendation 1.5 A listed entity should: (a) have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary or it; and (c) disclose as at the end of each reporting period: (i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and (ii) either: (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.	YES	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives if any have been set and the Company’s progress in achieving them. (b) The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (c) (i) The measurable gender diversity objectives for each financial year (if any), and the Company’s progress in achieving them, will be detailed in the Company’s Annual Report; (ii) if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles will, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit; and (iii) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) for each financial year will be disclosed in the Company’s Annual Report.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each financial year in accordance with the above process.
Recommendation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non executive Director. The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the applicable processes.
Principle 2: Structure the Board to add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and	YES	(a) The Company does not have a Nomination Committee. The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired byan independent

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• RECOMMENDATIONS (3[RD] EDITION) COMPLY EXPLANATION (ii) is chaired by an independent Director. Director, (b) The Company does not have a Nomination

• and disclose: Committee as the Board considers the Company will not currently benefit from

• (iii) the charter of the committee; its establishment. In accordance with the

• (iv) the members of the committee; and Company’s Board Charter, the Board carries out the duties that would ordinarily

• (v) as at the end of each reporting be carried out by the Nomination

• period, the number of times the Committee under the Nomination

• committee met throughout the period and the individual Committee Charter, including the attendances of the members at following processes to address succession issues and to ensure the Board has the

• those meetings; or appropriate balance of skills, experience,

• (b) if it does not have a nomination independence and knowledge of the entity committee, disclose that fact and the to enable it to discharge its duties and processes it employs to address Board responsibilities effectively:

• succession issues and to ensure that the (i) devoting time at least annually to

• Board has the appropriate balance of discuss Board succession issues

• skills, experience, independence and and updating the Company’s Board

• knowledge of the entity to enable it to skills matrix; and

• discharge its duties and responsibilities effectively. (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

Recommendation 2.2

A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the YES Nomination Committee (or, in its absence, the Board) is required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. The Company has a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available on the Company’s website.

Recommendation 2.3

A listed entity should disclose:

• (a) the names of the Directors considered by the Board to be independent Directors;

• (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest,

• (a) The Board Charter requires the disclosure of the names of Directors considered by

• YES the Board to be independent. The Company will disclose those Directors it considers to be independent in its Annual Report and on its ASX website. The Board considers that Messrs Douglas Loh, Richard Carden and Terry Smart are independent Directors.

• (b) There are no independent Directors who fall into this category. The Company will disclose in its Annual Report and ASX website any instances where this applies

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
position, association or relationship in question and an explanation of why the Board is of that opinion; and the length of service of each Director		and an explanation of the Board’s opinion why the relevant Director is still considered to be independent. (c) The Company’s Annual Report will disclose the length of service of each Director, as at the end of each financial year.
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	YES	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises a total of four (4) Directors, of whom three (3) are considered to be independent. As such, independent Directors are currently a majority of the Board.
Recommendation 2.5 The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. The Chair of the Company is an independent Director and is not the CEO/Managing Director.
Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.	YES	In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development.
Principle 3: Act ethically and responsibly
Recommendation 3.1 A listed entity should: (a) have a code of conduct for its Directors, senior executives and employees; and (b) disclose that code or a summary of it.	YES	(a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1 The Board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of	YES	(a) The Company does not have an Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director who is not the Chair.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.		(b) The Company does not have an Audit and Risk Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: (i) the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and (ii) all members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.
Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	YES	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company intends to obtain a sign off on these terms for each of its financial statements in each financial year.
Recommendation 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	YES	The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	YES	(a) The Board Charter provides details of the Company’s disclosure policy. In addition, the Corporate Governance Plan details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. (b) The Corporate Governance Plan, which incorporates the Board Charter, is

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
		available on the Company website.
Principle 6:Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or	YES	(a) The Company does not have an Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director. A copy of the Corporate Governance Plan is available on the Company’s website. (b) The Company does not have an Audit and Risk Committee as the Board consider the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.		following processes to oversee the entity’s risk management framework: (i) the Board devotes time at monthly Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures.
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound; and (b) disclose in relation to each reporting period, whether such a review has taken place.	YES	(a) The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound. (b) The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the company’s risk management framework has taken place.
Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	YES	(a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor the need for an internal audit function. The Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures. (b) Given the size of the Company, no internal audit function is currently considered necessary.
Recommendation 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	YES	The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management determine whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company’s Corporate Governance Plan requires the Company to disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company will disclose this information in its Annual Report and on its ASX website as part of its continuous disclosure obligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should:	YES	(a) The Company does not have a Remuneration Committee. The Company’s Corporate GovernancePlan

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.		contains a Remuneration Committee Charter that provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent Directors, and which must be chaired by an independent Director. (b) The Company does not have a Remuneration Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter including the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive: (i) the Board devotes time at the annual Board meeting to assess the level and composition of remuneration for Directors and senior executives; and (ii) the Board may also utilise independent experts to assist in assessing appropriate remuneration for Directors and senior executives based on companies of a similar size and industry.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.	YES	The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed on the Company’s website.
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it	YES	(a) The Company currently does not have an equity-based remuneration scheme. The Company currently does not have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.

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ADDITIONAL SHAREHOLDER INFORMATION

Shareholding

The distribution of members and their holdings of equity securities in the Company as at 15 August 2018 were as follows:

Number Held as at 15 August 2018 1- 1,000 1,001 - 5,000 5,001 – 10,000 10,001 - 100,000 100,001 and over TOTALS	Class of Equity Securities Fully Paid Ordinary Shares 14 222 177 545 143
	1,101

Holders of less than a marketable parcel: 78

Substantial Shareholders

The names of the substantial shareholders listed in the Company’s register as at 15 August 2018:

Shareholder	Number
Carason Ward Pte Ltd	55,700,000
HSBC Custody Nominees (Australia) Limited	15,869,093
Herdsman Lake Capital Asia Pte Ltd	13,925,000
Buttonwood Nominees Pty Ltd	10,805,713

Voting Rights

Ordinary Shares

In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.

On-market buyback

There is no current on-market buy-back.

Statement in relation to Listing Rule 4.10.19

The Directors of The Data Exchange Network Limited confirm in accordance with ASX Listing Rule 4.10.19 that during the financial period ended 30 June 2018, the Company has used its cash, and assets that are readily convertible to cash, in a way consistent with its business objectives.

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ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)

Securities subject to escrow

The Company has the following restricted securities:

• (a) 75,487,500 fully paid ordinary shares are escrowed until 11 April 2020;

• (b) 5,000,000 fully paid ordinary shares are escrowed until 11 April 2021;

• (c) 32,500,000 options exercisable at $0.30 on or before 30 November 2020 are escrowed until 11 April 2020;

• (d) 609,375 options exercisable at $0.30 on or before 5 April 2021 are escrowed until 11 April 2020; and

• (e) 6,218,750 options exercisable at $0.30 on or before 5 April 2021 are escrowed until 5 April 2019.

Unquoted Securities

Securities	Number of Securities	Number of	Holders with more than 20%
		Holders
Options - 30	32,500,000	8	Smart Capital Investments Pty Ltd <Smart
November			Capital Investment A/C> – 30.77%;
2020			IWG Holdings Pty Ltd – 23.08%
Options – 5	6,828,125	29	Ellerston Capital Limited <Ellerston Special
April 2021			Opportunities A/C> – 32.04%

Twenty Largest Shareholders

The names of the twenty largest ordinary fully paid shareholders as at 15 August 2018 are as follows:

Name	Number of	% Held of
	Ordinary Fully	Issued
	Paid Shares	Ordinary
	Held	Capital
Carason Ward Pte Ltd	55,700,000	30.55
HSBC Custody Nominees (Australia) Limited	15,869,093	8.70
Herdsman Lake Capital Asia Pte Ltd	13,925,000	7.64
Buttonwood Nominees Pty Ltd	10,805,713	5.93
IWG Holdings Pty Ltd	5,062,500	2.78
Brispot Nominees Pty Ltd	3,977,209	2.18
Sandhurst Trsutees Ltd	3,445,554	1.89
F&T Spagnolo Pty Ltd	2,860,000	1.57
Citicorp Nominees Pty Ltd	2,552,203	1.40
BNP Paribas Nominees Pty Ltd	2,269,248	1.24
C&S Scott Investments Pty LTd	1,540,000	0.84
Mutual Trust Pty Ltd	1,485,000	0.81
HSBC Custody Nominees (Australia) Limited – A/C 2	1,450,026	0.80
Mr Christopher Dylan Judd & Mrs Rebecca Jane Judd <Judd	1,250,000	0.69
Superannuation A/C>
Mr Matthew Wang	1,050,000	0.58
Big F Investments Pty Ltd	1,000,000	0.55
Werman Pty Ltd	1,000,000	0.55
Deoki Super Fund Pty Ltd	787,500	0.43
Wymond Investments Pty Ltd	750,000	0.41
NSR Investments Pty Ltd	750,000	0.41
BaystreetPtyLtd	750,000	0.41
TOTAL	128,279,046	70.36

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ADDITIONAL SHAREHOLDER INFORMATION (CONTINUED)

Company Secretary

The name of the Company Secretary is George Lazarou.

Address and telephone details of the entity’s registered office

Level 28, AMP Tower 140 St Georges Terrace PERTH WA 6000 Telephone: + (61) 8 9288 1870

Address and telephone details of the entity’s administrative office

9 Mumford Place BALCATTA WA 6021 Telephone: + (61) 8 9288 1870

Address and telephone details of the office at which a register of securities is kept

Automic Pty Ltd Level 2 267 St Georges Terrace PERTH WA 6000 Telephone: 1300 288 664

Securities exchange on which the Company’s securities are quoted

The Company’s listed equity securities are quoted on the Australian Securities Exchange.

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