DXN LIMITED - Capital/Financing Update 2018

The Data Exchange Network Limited ACN 620 888 548 ASX: DXN

Share Purchase Plan Offer

This is an important document.

The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult your financial or other professional adviser.

This document is not a prospectus or other disclosure document under the Corporations Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

1 Key offer information

Key dates

Event	Description	Date
Record Date	The date on which The Data Exchange Network determines Eligible Shareholders	7:00pm (AEDST) on Friday, 14 December 2018
Announcement Date	SPP announced	Monday, 17 December 2018
Offer opens	The date from which applications for New Shares can be submitted	Friday, 21 December 2018
Offer closes	SPP closes	5:00 pm (AEDST) on Friday, 25 January 2019
Issue of New Shares	Shares issued under the SPP	Friday, 1 February 2019
Quotation Commences	Share issued under the SPP expected to commence quotation on ASX	Monday, 4 February 2019

The timetable is indicative only and The Data Exchange Network may, at its discretion, vary any of the above dates by sending a revised timetable to ASX.

Defined terms and abbreviations used in this document are set out in Clause 18 of the Terms and Conditions in Section 4 .

Important notices

The offer contained in this document is not a recommendation to purchase The Data Exchange Network shares. If you are in any doubt about the Offer, you should consult your financial or other professional adviser.

If you apply to participate in the Offer by making a BPAY[® 1] payment or completing and returning the Application Form with a cheque or money order, you are accepting the risk that the market price of Shares may change between the date of the Offer and the Issue Date. This means it is possible that up to or after the Issue Date, you may be able to buy Shares at a lower price than the Offer Price.

Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. This document and any related offer documents must not be mailed or otherwise transmitted or distributed in or into the United States or to any person that is, or is acting for the account or benefit of, a US Person.

The Data Exchange Network recommends that you monitor its announcements and the Share price, which can be found on the ASX website at www.asx.com.au (ASX code: DXN). The Share price can also be found in the financial pages of major Australian metropolitan newspapers.

1 ® Registered to BPAY Pty Limited ABN 69 079 137 518 New Zealand based shareholders can only apply using BPAY[®] if they have an Australian bank account

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Questions

If you have any questions, please contact the offer information line on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia), or consult your financial or other professional adviser.

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2 Letter from the Chairman

Dear Shareholder,

The Data Exchange Network Limited Share Purchase Plan Offer

On behalf of the Board, I am pleased to offer you the opportunity to apply for up to A$15,000 worth of New Shares at $0.155 per Share, under The Data Exchange Network’s Share Purchase Plan, subject to the Terms and Conditions detailed in this booklet.

The SPP is being conducted in conjunction with The Data Exchange Network’s placement which was announced on Monday, 17 December 2018. Under the placement, a total of 12,969,512 shares at $0.155 will be issued to institutional and sophisticated investors raising approximately $2,010,204 (before costs). The issue of 1,451,613 of these shares is subject to shareholder approval as they relate to the proposed participation of directors in the placement.

The Offer will seek to raise $2,500,000, with oversubscriptions for up to a further $1,000,000. In conjunction with the placement, this will provide The Data Exchange Network with additional funds of approximately $5,510,204 (before costs).

The purchase price of $0.155 per New Share represents an approximate 16.2% discount to the last closing price on which The Data Exchange Network’s Shares were traded on 11 December 2018 and an approximate 19.1% discount to the volume weighted average market closing price over the five ASX trading days immediately preceding the Announcement Date, on which The Data Exchange Network’s Shares were traded. The Offer will open on Friday, 21 December 2018 and is scheduled to remain open until 5.00 pm (AEDST) on Friday, 25 January 2019. The Data Exchange Network may, at its discretion, vary any of the above dates by sending a revised timetable to ASX.

The Data Exchange Network may in its discretion undertake a scale back of applications for New Shares. Therefore, you may receive less than the parcel of New Shares for which you have applied. Should this happen, the balance of any application money that is not applied to acquire New Shares will be refunded to you, without interest. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions.

Proceeds from the placement announced on Monday, 17 December 2018 and the Offer will be used to fund an increase in power capacity to 1MW at either Homebush and/or Port Melbourne.

Baillieu Ltd is acting as lead manager with respect to the placement and SPP.

Full details of the Offer and how to participate are contained in the Terms and Conditions in Section 4 of this document which I encourage you to read and consider carefully.

If you have any questions, please contact the offer information line on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia), or consult your financial or other professional adviser.

Thank you for your continued support of The Data Exchange Network.

Yours sincerely,

Mr Douglas Loh Non-Executive Chairman, The Data Exchange Network Limited

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3 Frequently asked questions

Set out below are answers to some key questions that you may have about the Offer. This table is qualified by and should be read in conjunction with the Terms and Conditions in Section 4 .

Question	Answer
What is the Offer?	The Offer enables Eligible Shareholders to apply to purchase up to A$15,000
	worth of ordinary shares in The Data Exchange Network at $0.155 per share.
	The Offer will seek to raise $2,500,000, with oversubscriptions for up to a
	further $1,000,000.
	The purchase price of $0.155 per Share is at a 19.1% discount to the volume
	weighted average market closing price over the five ASX trading days
	immediately preceding the Announcement Date on which The Data Exchange
	Network shares were traded.
Am I eligible to	You are eligible to participate if you fulfil the criteria set out inClause 2of the
participate?	Terms and Conditions.
	For you to be eligible to participate in the Offer, you must have been a holder
	of The Data Exchange Network shares at 7.00 pm (AEDST) on Friday, 14
	December 2018 (Record Date) and your registered address must be in
	Australia or New Zealand.
	If you are a nominee or custodian holding shares on behalf of one or more
	beneficial holders, you may also apply to purchase up to A$15,000 worth of
	shares on behalf of each beneficial holder, subject to complying with the
	criteria set out inClause 7.2of the Terms and Conditions.
Do I have to	Participation in the Offer is optional.
participate?
Can I transfer my	If you are eligible to participate in the Offer, you cannot transfer your right to
entitlement to	purchase shares under the Offer to anyone else.
participate?
How do I apply?	To apply for shares under the Offer you can either:
	Option 1: Pay by BPAY®
	Make payment by BPAYas shown on the Application Form. New Zealand
	based shareholders can only apply using BPAYif they have an Australian bank
	account.
	*Option 2: Pay by cheque or money order*
	Complete and return the enclosed Application Form together with a cheque or
	money order made payable to “The Data Exchange Network Limited Share
	Purchase Plan” as shown on the Application Form.
What is the maximum	The maximum investment for each shareholder is A$15,000.
investment for each
shareholder?
How many shares will	You may apply for a parcel of shares under the Offer with one of the
I receive?	application amounts set out inClause 6of the Terms and Conditions of this
	document.
	The Offer Price for New Shares will be $0.155.
	The Data Exchange Network may in its discretion undertake a scale back of
	applications for New Shares. Therefore, you may receive less than the parcel
	of New Shares for which you have applied. Details about any scale back are
	set out inClause 10of the Terms and Conditions. If applications are scaled
	back, excess funds will be returned to applicants without interest. Directors
	may also, in their absolute discretion, decide to increase acceptances in the
	event of oversubscriptions.
When will I receive	The Data Exchange Network intends to issue New Shares on Friday, 1
my shares?	February 2019 (Issue Date). Holding statements in respect of those New
	Shares are to be dispatched, and quotation of New Shares, is expected by
	Monday, 4 February 2019. However, these dates are indicative only and The
	Data Exchange Network may, at its discretion, vary the Issue Date by sending
	a revised timetable to ASX.

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Question	Answer
When can I trade	You can trade your New Shares after the Issue Date. However, given the
allocated shares?	possibility that applications may be scaled back, you should confirm your
	holding on or after the Issue Date before trading any New Shares you believe
	you have acquired under the Offer.
What will funds	Proceeds of the Offer will be applied to will be used to fund an increase in
raised under the	power capacity to 1MW at either Homebush and/or Port Melbourne.
Share Purchase Plan
be used for?

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4 Terms and conditions

1 Offer

The Offer entitles eligible The Data Exchange Network shareholders to apply to purchase up to A$15,000 worth of Shares in The Data Exchange Network at A$0.155 per share.

2 Eligibility to participate

(a) You are eligible to participate in the Offer if you were a registered holder of Shares at 7:00pm (AEDST) on Friday, 14 December 2018. (Record Date) with an address on the share register in Australia or New Zealand, unless you hold Shares on behalf of another person who resides outside Australia or New Zealand; or
(b) you are, or are acting for the account or benefit of, a US Person.
2.2 The Data Exchange Network has determined that it is either unlawful or impracticable for holders of Shares with an address in jurisdictions outside Australia and New Zealand to participate in the Offer.
2.3 If you are the only registered holder of a holding of Shares, but you receive more than one offer (for example, due to multiple registered holdings), you may only apply in aggregate for one maximum parcel (being up to $15,000) of New Shares.
2.4 Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification under Clause 7.1(j) by one joint holder will be effective in respect of the other joint holder(s).
2.5 If you are a Custodian for a beneficiary or beneficiaries, you may apply for one maximum parcel (being up to $15,000) of New Shares for each beneficiary (or if you are a Custodian for two or more joint beneficiaries, for each such holding as if it was held by a single person). Further information in relation to how Custodians may apply for New Shares is set out in Clause 7.2 .
2.6 Directors and employees of The Data Exchange Network who hold Shares may be Eligible Shareholders.
3 Rights are non-renounceable

If you are an Eligible Shareholder, your rights under the Offer are personal to you and are non-renounceable, which means that you cannot transfer your rights to another person.

4 Offer price

The Offer Price for New Shares is $0.155 per share, which is at a 19.1% discount to the volume weighted average market closing price over the five ASX trading days immediately preceding the Announcement Date, on which The Data Exchange Network shares were traded.

You should note that the price of The Data Exchange Network Shares may rise or fall between the date of this Offer and the date when New Shares are issued to you under the Offer. This means that the price you pay per New Share pursuant to this Offer may be either higher or lower than the Data Exchange Network share price at the time of the Offer or at the time the New Shares are issued to you under the Offer.

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5 Timing

5.1 The Offer opens on Friday, 21 December 2018 and closes at 5:00 pm (AEDST) on Friday, 25 January 2019 unless extended. The Data Exchange Network proposes to issue New Shares and send written confirmations to shareholders on Friday, 1 February 2019.

Applicants will also be able to confirm the number of New Shares issued to them via the Share Registry’s Investor Centre at www.automic.com.au.

5.2 The Data Exchange Network reserves the right to extend the Offer, or the proposed Issue Date at any time by making an announcement to ASX.

6 Applying for New Shares

6.1 You may apply for a parcel of New Shares under the Offer in increments of $1,000. The minimum application amount is $2,000. The Data Exchange Network reserves the right to accept applications outside of these set application amounts. The maximum investment under the Offer is A$15,000.
6.2 The number of New Shares is rounded up to the nearest whole number after dividing the application money received by the Offer Price.
6.3 You may not spend more than A$15,000 applying for New Shares in aggregate under the Offer, even though you may receive more than one offer, or offers in more than one capacity, under the Offer.
6.4 If you wish to apply for New Shares under the Offer you should either:
(a) pay directly via BPAY[®] on the internet or by telephone, using your unique Customer Reference Number and the Biller Coder details on the Application Form (New Zealand based shareholders need to have an appropriate Australian bank account to apply using BPAY).[2] The Application Form does not need to be returned in this case; or
(b) complete the Application Form and forward it with your payment by cheque (or money order) in Australian dollars made payable to “The Data Exchange Network Limited Share Purchase Plan” to the Share Registry, at the address set out on the Application Form. A reply paid envelope is enclosed for the convenience of Australian shareholders.
6.5
Do not forward cash. Receipts for payment will not be issued.
6.6 Funds paid via BPAY or Application Forms (with application payments) must be received by the Share Registry by 5.00 pm (AEDST) on Friday, 25 January 2019 . The Data Exchange Network may reject applications received after this time. If your cheque does not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.
6.7 If your Application Form or application is incomplete, contains errors or is otherwise invalid or defective, The Data Exchange Network may, in its sole discretion, accept, reject, correct or amend your application, issue such number of New Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the close of the Offer. No interest will be paid on any refunded application money.

2 Applicants should be aware that their own financial institution may implement earlier cut off times with respect to electronic payment, and should take this into consideration when making any electronic payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received in time.

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6.8 You cannot withdraw or revoke your application once you have sent in an Application Form or paid via BPAY.

7 Effect of making an application

If you submit a BPAY payment or complete and return the Application Form:

(a) you will be deemed to have represented and warranted that you are an Eligible Shareholder, you have read and understood these Terms and Conditions and you subscribe for New Shares in accordance with these Terms and Conditions;
(b) you authorise The Data Exchange Network to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor details;
(c) you acknowledge that the market price of Shares may rise or fall between the date of this offer and the Issue Date and that the Offer Price you pay for the New Shares may exceed the market price of the Shares on the Issue Date;
(d) you accept the risk associated with any refund that may be dispatched to you at your address as shown on the share register;
(e) you are responsible for any dishonour fees or other costs The Data Exchange Network may incur in presenting a cheque for payment which is dishonoured;
(f) you acknowledge that the New Shares have not, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand, and accordingly, the New Shares purchased under the Offer may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;
(g) you represent and warrant that you are not a US Person, and are not applying under the Offer for or on behalf of a US Person;
(h) you represent and warrant that you have not and will not send any materials relating to the Offer to any person in the United States that is, or is acting for the account or benefit of, a US Person;
(i) you acknowledge that you have not been provided with investment advice or financial product advice by The Data Exchange Network or the Share Registry; and
(j) you certify that you have not applied for, or instructed a Custodian to apply on your behalf for, New Shares with an application price which, when aggregated with the application price for any Shares issued to you or a Custodian on your behalf under the Offer or any similar The Data Exchange Network arrangement in the 12 months prior to your application, exceeds A$15,000. This certification by one joint holder of Shares will be effective in respect of the other joint holder(s).

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7.2 If you are a Custodian, you certify:
(a) that as at the Record Date, you hold Shares on behalf of one or more beneficiaries, and that those beneficiaries have instructed you to apply for New Shares;
(b) details of the number of beneficiaries who have instructed you to apply for New Shares on their behalf, their names and addresses, the number of Shares you hold on their behalf and the number of New Shares they have instructed you to apply for are correct;
(c) you have not applied for New Shares on behalf of any beneficiary with an application price which, when aggregated with the application price for any Shares issued to you on behalf of that beneficiary under the Offer or any similar The Data Exchange Network arrangement in the 12 months prior to your application, exceeds A$15,000; and
(d) you hold an Australian financial services licence that covers the provision of a custodial or depositary service (within the meaning given by Section 766E of the Corporations Act or includes a condition requiring the holder to comply with the requirements of ASIC class order 13/763 (or is exempt from the requirement to hold an Australian financial services licence as described in the Class Order).
7.3 Custodians wishing to participate on behalf of one or more beneficiaries and are uncertain about how to do so should contact the Share Registry to obtain more information on how to apply and the form of certification to be given.
7.4 Please note that if you hold Shares in the capacity of a trustee or a nominee for another person but you do not hold an Australian financial services licence of the kind described in Clause 7.2 above and you are not exempt from the requirement to hold such a licence as described in the Class Order, you cannot participate for beneficiaries in the manner outlined in Clause 7.2 above. In this case, the rules for multiple registered holdings as described in Clause 2.3 apply.

8 Rights attached to the New Shares

New Shares issued under the Offer will rank equally with existing Shares and will carry the same voting rights, dividend rights and other entitlements as at the Issue Date. The Data Exchange Network will apply for the New Shares to be quoted on ASX.

9 Costs of participation

A stamping fee of 1.0% will be paid to licensed financial service providers on stamped applications.

10 Applications may be scaled back

10.1 The Data Exchange Network reserves the right to close the Offer early, accept applications under the SPP in excess of this amount or to scale back applications in its sole discretion. The aggregate number of New Shares that will be issued under the SPP will not exceed 30% of The Data Exchange Network’s issued Shares.
10.2 If applications are scaled back, The Data Exchange Network may in its absolute discretion apply the scale back to the extent and in any manner that it sees fit. If the scale back produces a fractional number of New Shares when

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applied to your parcel of New Shares, the number of New Shares you will be issued will be rounded down to the nearest whole number of New Shares.

10.3 In the event of a scale back, the difference between the application monies received, and the number of New Shares issued to you multiplied by the Offer Price, will be refunded to you by The Data Exchange Network, without any accrued interest, following the issue of the New Shares.

11 Refunds

11.1 Refunds pursuant to the Offer may be paid under various circumstances. For example, if applications are made incorrectly the entire payment may be refunded, or if allocations are scaled back a partial refund may be made.
11.2 If a refund is made, payment will be by cheque mailed to your address as shown on the company’s share register.
11.3 You will not receive any interest on funds refunded to you.
11.4 Any refund made to you is dispatched at your risk.
12 United States
12.1 Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. This document and any related offer documents must not be mailed or otherwise transmitted or distributed in or into the United States or to any person that is, or is acting for the account or benefit of, a US Person. Participation in the Offer, directly or indirectly, in violation of these restrictions is not permitted, and any such participation will be invalid.
12.2 This document is not an offer of securities for sale in the United States or to any person that is, or is acting for the account or benefit of, a US Person. The Data Exchange Network Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or delivered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person, except in accordance with an available exemption from registration.
12.3 Because of the legal restrictions summarised above, you must not send copies of any Offer materials to any of your clients (or any other person) in the United States or to any person that is, or is acting for the account or benefit of, a US Person. Consistent with the warranties set out above, you are also advised not to submit any Application Form or make payment by BPAY or otherwise in respect of the purchase of New Shares under the Offer on behalf of any of your clients (or any other person) in the United States or that is, or is acting for the account or benefit of, a US Person. Failure to comply with these restrictions may result in violations of applicable securities laws.

13 Dispute resolution

The Data Exchange Network reserves the right to settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Offer and the decision of The Data Exchange Network will be conclusive and binding on all shareholders and other persons to whom the determination relates.

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14 Waiver, amendment, suspension and termination

14.1 The Data Exchange Network may, in its discretion, waive compliance with any provision of these Terms and Conditions, amend or vary these Terms and Conditions or suspend, withdraw or terminate the Offer at any time. Any such waiver, amendment, variation, suspension, withdrawal or termination will be binding on all Eligible Shareholders even where The Data Exchange Network does not notify you of the event.
14.2 The Data Exchange Network is not liable for loss, cost or expense arising out of any exercise of its discretions under these Terms and Conditions.

15 ASIC relief

15.1 The Offer is made in accordance with the Class Order. The Class Order grants relief from the requirement to prepare a prospectus for the offer of New Shares up to A$15,000 under the Offer, subject to certain terms and conditions.

16 Governing law

These Terms and Conditions are governed by the laws in force in Western Australia.

17 Binding terms

By accepting the offer to purchase New Shares under the Offer, you agree to be bound by these Terms and Conditions and the constitution of The Data Exchange Network .

18 Reliance on Terms and Conditions

These Terms and Conditions have been prepared in accordance with ASIC Class Order 09/425, which relates to share purchase plans that do not require a prospectus or disclosure document. Accordingly, the level of disclosure in these Terms and Conditions is considerably less than the level of disclosure required in a prospectus or other disclosure document.

Nothing in these Terms and Conditions constitutes financial or investment advice. In deciding whether or not to participate in the SPP, you should rely on your own knowledge of The Data Exchange Network, refer to disclosures made by The Data Exchange Network to ASX (which are available for inspection on ASX’s website at www.asx.com.au and on The Data Exchange Network’s website at https://dataexchange.io/) and seek the advice of your professional adviser.

19 Privacy Notification

The Data Exchange Network and the Registry value your privacy and will take reasonable steps to protect your personal information in accordance with applicable data privacy laws and regulations. Note, however, that The Data Exchange Network and the Registry are located primarily in Australia and data privacy laws may be less strict in Australia than those of the country in which you reside when you receive this Offer.

This privacy statement sets out how information about you will be collected, held, used and disclosed to and accessed by third parties during your participation in the SPP and while you hold Shares.

The Data Exchange Network and the Share Registry are bound by the Privacy Act 1988 (Cth) in relation to the collection, use and disclosure of any personal information about you. Chapter 2C of the Corporations Act requires personal

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information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. If we are unable to collect this personal information about you, you will be unable to participate in the SPP. This personal information must continue to be included in the public register if you cease to be a shareholder.

20 Definitions

In this document the following terms have these meanings:

Definition	Meaning
AEDST	Australian Eastern Daylight Standard Time.
Application	The application form which accompanies this Share
Form	Purchase Plan Offer.
ASIC	The Australian Securities and Investments Commission.
ASX	ASX Limited or the Australian Securities Exchange, as
	the context requires.
Class Order	ASIC class order CO 09/425.
Corporations	Corporations Act 2001(Cth).
Act
Custodian	The meaning given in the Class Order.
Eligible	A person who is eligible to participate in the Offer in
Shareholder	accordance withClause 2of the Terms and Conditions.
Issue Date	The date the New Shares are issued, expected to be
	Friday, 1 February 2019.
New Shares	The Shares offered in the Share Purchase Plan Offer.
Offer	The offer of New Shares in the Share Purchase Plan
	Offer.
Offer Price	A$0.155 per New Share.
The Data	The Data Exchange Network Limited ACN 620 888 548.
Exchange
Network
Record Date	7:00pm (AEDST) on Friday,14 December 2018
Share Purchase	This document.
Plan Offer
Share Registry	Automic Registry Service Limited.
Shares	Fully paid ordinary shares in The Data Exchange
	Network .
Share Purchase	The Share Purchase Plan referred to in this document.
Plan
Terms and	The terms and conditions of the Offer set out in
Conditions	Section 4of this Share Purchase Plan Offer.

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US Person	A “U.S. person” as defined in_Regulation S_under the_US_
	Securities Act of 1933.
US Securities	US Securities Act of 1933.
Act

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The Data Exchange Network Limited | ACN 620 888 548

==> picture [97 x 90] intentionally omitted <==

All Registry Communication to:

GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected]

www.automic.com.au

SRN/HIN:

Sample only

ASX Code: DXN Record Date: 14 DECEMBER 2018 Minimum value available to purchase: A$2,000.00

Maximum value available to purchase: A$15,000.00

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`SHARE PURCHASE PLAN APPLICATION FORM`

IMPORTANT: OFFER CLOSES 5.00PM (AEDST) ON FRIDAY 25 JANUARY 2019 (UNLESS LEGALLY VARIED)

I/We being registered as the holder of Ordinary Shares in The Data Exchange Network Limited as at the above record date, do hereby apply for the number of New Ordinary Shares in name of The Data Exchange Network Limited as indicated below at the Offer Price of A$0.155 per Share in accordance with the Terms and Conditions of the The Data Exchange Network Limited Share Purchase Plan.

You may apply for a parcel of New Shares under the Offer in increments of A$1,000. The minimum application amount is A$2,000. The Data Exchange Network reserves the right to accept applications outside of these set application amounts. The maximum investment under the Offer is A$15,000

1: Insert the number of New Shares applied for and accepted (being not more than the maximum Shares available, 96,775 Shares)

, ,

2: Payment Amount (multiply the number in section 1 by A$0.155 (If the dollar amount below divided by the issue price is a fraction of a New Share, the New Shares allotted will be rounded up to the nearest whole number)

, , .

3: FOR PAYMENT BY BPAY

Biller Code: 285916 Ref:

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

4: FOR PAYMENT BY CHEQUE – INSERT DETAILS

Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “The Data Exchange Network Limited – SPP” and crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.

Cheque Number BSB Account Number -

5: PROVIDE YOUR CONTACT DETAILS

Telephone Number Contact Name (PLEASE PRINT) ( ) Email Address SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

`INSTRUCTIONS FOR COMPLETION OF THIS FORM`

The right to participate in the Offer under the Share Purchase Plan is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the Company as at the record date and whose address is in Australia & New Zealand (Eligible Shareholders).

The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over A$15,000.00. Shares allotted under the Plan will be issued as soon as practicable after the Closing Date of the Offer.

If the Company rejects or scales-back an application or purported application, the Company will return to the Shareholder the relevant application monies, without interest. HOW TO APPLY FOR SHARES UNDER THE SPP 1 Application of New Shares Enter into section 1 the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than the maximum number of shares available under the offer, being 96,775 Shares. Sample only 2 Payment Amount

Enter into section 2 the total amount payable for the number of New Shares for which you are applying. If the dollar amount divided by the issue price is a fraction of a New Share, the New Shares allotted will be rounded up to the nearest whole number.

You may apply for a parcel of New Shares under the Offer in increments of A$1,000. The minimum application amount is A$2,000.

3 BPAY®

You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight). It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

4 Cheque Details

Enter your cheque details in section 3. Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “ The Data Exchange Network Limited – SPP” and crossed “Not Negotiable” . Please ensure sufficient funds are held in your account. If you provide a cheque for an incorrect amount the Company may treat you as applying for as many New Shares as your cheque will pay for.

5 Contact Details

Please enter a contact number we may reach you on between the hours of 9:00am and 5:00pm. We may use this number to contact you regarding your application for New Shares, if necessary.

CERTIFICATION

By making payment of the application monies, I/we hereby:

Acknowledge that I/we have read and understood the terms of the Share Purchase Plan;
Agree to be bound by the Terms of the Constitution of the Company and the Share Purchase Plan;
Agree to accept any lesser number of the new Securities than the number of Securities applied for; and
Certify that the amount of Securities subscribed for by me/us pursuant to the SPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

LODGING YOUR SHARE SALE FACILITY FORM

This form must be received at an address given below by 5.00pm (AEDST) on Friday, 25 January 2019

BY MAIL The Data Exchange Network Limited C/- Automic Group GPO Box 5193 Sydney NSW 2001 BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEDST) Automic Group Level 5 126 Phillip Street Sydney NSW 2000

If you require further information on how to complete this Share Purchase Plan Application Form, please contact Automic on 1300 288 664 between 9:00am and 5:00pm.