DXN LIMITED — Proxy Solicitation & Information Statement 2020

Feb 24, 2020

DXN LIMITED ACN 620 888 548 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am (EDST) DATE : Friday, 27 March 2020 PLACE : Adina Apartments Gardenia Meeting Room 189 Queen Street Melbourne Victoria 3000

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm EDST on Wednesday, 25 March 2020.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE - OPTIONS

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

• “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 7,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Canaccord Genuity (Australia) Limited or any of its associates. However, this does not apply to a vote cast in favour of this Resolution by:

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

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution as the chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of Canaccord Genuity (Australia) Limited excluded from voting, on this Resolution; and

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

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE - OPTIONS

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

• “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Pinnacle Corporate Finance Pty Ltd or any of its associates. However, this does not apply to a vote cast in favour of this Resolution by:

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

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution as the chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of Pinnacle Corporate Finance Pty Ltd excluded from voting, on this Resolution; and

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

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3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 18,181,823 Shares and 18,181,823 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of this Resolution by:

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

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution as the chair decides; or

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

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

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

4. RESOLUTION 4 – PLACEMENT – OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 7,500,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Canaccord Genuity (Australia) Limited or any of its associates. However, this does not apply to a vote cast in favour of this Resolution by:

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

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution as the chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of Canaccord Genuity (Australia) Limited excluded from voting, on this Resolution; and

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

5. RESOLUTION 5 – PLACEMENT – OPTIONS

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

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“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 15,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Pinnacle Corporate Finance Pty Ltd or any of its associates. However, this does not apply to a vote cast in favour of this Resolution by:

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

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution as the chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of Pinnacle Corporate Finance Pty Ltd excluded from voting, on this Resolution; and

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

6. RESOLUTION 6 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

Dated: 20 February 2020

By order of the Board

George Lazarou Company Secretary

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Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on 1300 328 239.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 AND 2 – RATIFICATION OF PRIOR ISSUES – OPTIONS

1.1 General

The Company issued:

• (a) on 7 January 2020, 7,500,000 Options to Canaccord Genuity (Australia) Limited ( Canaccord ) ( Tranche 1 Canaccord Options ); and

• (i) on 11 November 2019 the 15,000,000 Options to Pinnacle Corporate Finance Pty Ltd ( Pinnacle ) ( Tranche 1 Pinnacle Options ),

in partial consideration for services provided by:

• (ii) Canaccord as corporate advisor in connection with the Company’s ongoing capital markets strategy ( Canaccord Agreement ); and

• (iii) Pinnacle as lead manager and underwriter for the entitlement issue announced on 11 October 2020 ( Pinnacle Agreement 1 ).

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 14.1A – Resolution 1

If Resolution 1 is not passed, the Tranche 1 Canaccord Options will be included in calculating the Company’s 15% placement capacity under ASX Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue on the Trance 1 Canaccord Options.

If Resolution 1 is passed, the base figure (i.e. variable “A”) in which the Company’s 15% placement capacity is calculated will be a higher number which in turn will allow a proportionally higher number of securities to be issued without prior Shareholder approval

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1.3 Technical information required by ASX Listing Rule 7.4 – Resolution 1

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (i) 7,500,000 Tranche 1 Canaccord Options were issued;

• (ii) the Tranche 1 Canaccord Options were issued for nil cash consideration for corporate advisory services and ongoing capital markets strategy;

• (iii) the Tranche 1 Canaccord Options were issued on the terms and conditions set out in Schedule 1;

• (iv) the Tranche 1 Canaccord Options were issued to Canaccord, who is not a related party of the Company;

• (v) no funds were raised form this issue as the Tranche 1 Canaccord Options were issued in consideration for corporate advisory services and ongoing capital markets strategy provided by Canaccord; and

• (vi) a summary of the material terms of the Canaccord Agreement is set out in Schedule 5.

1.4 Technical information required by ASX Listing Rule 14.1A – Resolution 2

If Resolution 2 is not passed, the Tranche 1 Pinnacle Options will be included in calculating the Company’s 15% placement capacity under ASX Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue on the Tranche 1 Pinnacle Options.

If Resolution 2 is passed, the base figure (i.e. variable “A”) in which the Company’s 15% placement capacity is calculated will be a higher number which in turn will allow a proportionally higher number of securities to be issued without prior Shareholder approval.

1.5 Technical information required by ASX Listing Rule 7.4 – Resolution 2

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (i) 15,000,000 Tranche 1 Pinnacle Options were issued;

• (ii) the Tranche 1 Pinnacle Options were issued for nil cash consideration in satisfaction of underwriting services provided by Pinnacle for the entitlement issue announced on 11 October 2020 ( Underwriting Services );

• (iii) the Tranche 1 Pinnacle Options were issued on the terms and conditions set out in Schedule 2;

• (iv) the Tranche 1 Pinnacle Options were issued to Pinnacle, who is not a related party of the Company;

• (v) no funds were raised from this issue as the Tranche 1 Pinnacle Options were issued in consideration for the Underwriting Services; and

• (vi) a summary of the material terms of the Pinnacle Agreement 1 is set out in Schedule 5.

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2. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

2.1 General

On 11 November 2019, the Company issued 18,181,823 Shares and 18,181,823 Options ( Listed Options ) pursuant to the conversion of convertible notes issued by the Company in relation to its entitlement issue made under a prospectus lodged on 11 October 2019 ( Converted Notes Issue ).

The Company issued the Shares and Options the subject of the convertible notes without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 1.1 above.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is not passed, the Converted Notes Issue will be included in calculating the Company’s 15% placement capacity under ASX Listing Rule 7.1, effectively decreasing the equity securities that the Company can issue without Shareholder approval over 12 months period following the date of issue of the Entitlement Issue.

If Resolution 3 is passed, the base figure (i.e. variable “A”) in which the Company’s 15% placement capacity is calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

2.3 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Resolution 3:

• (i) 18,181,823 Shares and 18,181,823 Listed Options were issued;

• (ii) the issue price was $0.055 per Share and the issue price of the Listed Options was nil as they were issued free attaching with the Shares on a 1:1 basis;

• (iii) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (iv) the Listed Options were issued on the terms and conditions set out in Schedule 2;

• (v) the Shares and Listed Options were issued to the various convertible note holders set out below ( Convertible Note Holders ). None of these entities are a related party of the Company:

• (A) SG Hiscock & Company;

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• (B) Mrs Angela Anne Wood;

• (C) Mr Benjamin Wilson;

• (D) Brentine Nominees Super Fund;

• (E) Mr John Baker;

• (F) Mr Samuel Rowe;

• (G) Guntin Pty Ltd;

• (H) Mr Ryan Herring;

• (I) Mr Jeffrey Andrew Gobbels;

• (J) Brunswick Capital Pty Ltd;

• (K) Mr William Graham;

• (L) Mr & Mrs J&P Macleod;

• (M) JNA Global Pty Ltd;

• (N) Mr Lachlan Wilson;

• (O) PAL Nominees Pty Ltd;

• (P) Quest Traders Pty Ltd;

• (Q) Rylet Pty Ltd;

• (R) Targo Holdings Pty Ltd;

• (S) Mr Robert Michael McGirr;

• (vi) the funds raised from this issue of the Shares were applied as set out in the use of funds table in the Company’s prospectus dated 11 October 2019; and

• (vii) a summary of the convertible note terms is set out in Schedule 5.

3. RESOLUTIONS 4 AND 5 – PLACEMENT – OPTIONS

3.1 General

Resolution 4 and 5 seeks Shareholder approval for the issue of

• (i) 7,500,000 Options to Canaccord ( Tranche 2 Canaccord Options ); and

• (ii) 15,000,000 Options to Pinnacle ( Tranche 2 Pinnacle Options

in partial consideration for:

• (iii) Canaccord acting as corporate advisor in connection with the Company’s ongoing capital markets strategy as noted in section 1.1; and

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• (iv) Pinnacle acting as lead manager and underwriter of the Company’s entitlement offer (announced to ASX on 12 February 2020) ( 2020 Entitlement Offer ) ( Pinnacle Agreement 2 ),

(together, the Placements ).

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

The effect of Resolutions 4 and 5 will be to allow the Company to issue the Options pursuant to the Placements during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

If Shareholders approve Resolutions 4 and 5, the Company will have the flexibility to proceed with the Placement without using up any of its 15% limit on issuing equity securities without shareholder approval set out in ASX Listing Rule 7.1. The Placement made under the approval will be excluded from the calculation of the number of equity securities the Company can issue without Shareholder approval under ASX Listing Rule 7.1. Receipt of Shareholder approval will allow the Company to fulfill its obligations under the agreements summarised at Schedule 5.

If Shareholders do not approve Resolution 4, the Company will not be able to complete the Placement under ASX Listing Rule 7.1 and fulfill its obligations under the agreement summarised at Schedule 5. In the event that Shareholder approval is not received the Company will need to approach Canaccord to discuss alternative means to satisfy its obligations. If Shareholders do not approve Resolution 5, the Company will not be able to complete the Placement under the ASX Listing Rule 7.1 and fulfill its obligations under the agreement summarised at Schedule 5. In the event that Shareholder approval is not received, the Pinnacle Agreement 2 requires that the Company will pay Pinnacle (no later than 5 business days after the General Meeting) the approximate value of the Options in cash, which has been calculated using the Black-Scholes pricing model to be $0.08 per Option, equating to a total of $120,000.

3.2 Technical information required by ASX Listing Rule 7.1 – Resolution 4

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (i) the maximum number of Tranche 2 Canaccord Options to be issued is 7,500,000;

• (ii) the Tranche 2 Canaccord Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is likely that issue will occur progressively as each service is provided to the Company;

• (iii) the Tranche 2 Canaccord Options will be issued for nil cash consideration in satisfaction of services noted in Section 1.1 provided by Canaccord;

• (iv) the Tranche 2 Canaccord Options will be issued to Canaccord (or its nominee/s). None of whom will be a related party of the Company;

• (v) the Tranche 2 Canaccord Options will be issued on the terms and conditions set out in Schedule 3;

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• (vi) no funds will be raised from the Placement to Canaccord as the Tranche 2 Canaccord Options will be issued in consideration for services provided by Canaccord; and

• (vii) a summary of the material terms of the Canaccord Agreement is set out in Schedule 5.

3.3 Technical information required by ASX Listing Rule 7.1 – Resolution 5

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (i) the maximum number of Tranche 2 Pinnacle Options to be issued is 15,000,000;

• (ii) the Tranche 2 Pinnacle Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is likely that issue will occur progressively as each service is provided to the Company;

• (iii) the Tranche 2 Pinnacle Options will be issued for nil cash consideration in satisfaction of lead manager and underwriting services for the 2020 Entitlement Offer provided by Pinnacle;

• (iv) the Tranche 2 Pinnacle Options will be issued to Pinnacle (or its nominee/s). None of whom will be a related party of the Company;

• (v) the Tranche 2 Pinnacle Options will be issued on the terms and conditions set out in Schedule 4;

• (vi) no funds will be raised from the Placement to Pinnacle as the Tranche 2 Pinnacle Options will be issued in consideration for the proposed lead managers services provided by Pinnacle; and

• (vii) a summary of the material terms of the Pinnacle Agreement 2 is set out in Schedule 5.

4. RESOLUTION 6 – REPLACEMENT OF CONSTITUTION

4.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 6 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 4 August 2017.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

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The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• updating the name of the Company to that adopted on 22 July 2019; and

• compliance with changes to the ASX Listing Rules released in December 2019.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.dxn.solutions and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary 1300 328 239. Shareholders are invited to contact the Company if they have any queries or concerns.

4.2 Summary of material proposed changes

Restricted Securities (clause 2.12)

The Proposed Constitution complies with the recent changes to ASX Listing Rule 15.12 which was finalised and released in December 2019. Under this change, ASX will require certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form Appendix 9A, as is currently the case. However, for less significant holdings (such as non-related parties and non-promoters), ASX will instead permit the Company to issue restriction notices to holders of restricted securities in the form of a new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.

Direct Voting (clause 13, specifically clauses 13.35 – 13.40)

The Proposed Constitution includes a new provision which allows Shareholders to exercise their voting rights through direct voting (in addition to exercising their existing rights to appoint a proxy). Direct voting is a mechanism by which Shareholders can vote directly on resolutions which are to be determined by poll. Votes cast by direct vote by a Shareholder are taken to have been cast on the poll as if the Shareholder had cast the votes on the poll at the meeting. In order for direct voting to be available, Directors must elect that votes can be cast via direct vote for all or any resolutions and determine the manner appropriate for the casting of direct votes. If such a determination is made by the Directors, the notice of meeting will include information on the application of direct voting.

Partial (proportional) takeover provisions (new clause 36)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

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This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• (b) assisting in preventing Shareholders from being locked in as a minority;

• (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

• (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;

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• (b) lost opportunity to sell a portion of their Shares at a premium; and

• (c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 6.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company or DXN means DXN Limited (ACN 620 888 548).

Constitution means the Company’s current constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

EDST means Eastern Daylight Standard Time as observed in Melbourne, Victoria.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice .

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF TRANCHE 1 CANACCORD OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.10 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 December 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being

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ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k)

Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement Each

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.10 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on or before 11 November 2020 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company

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must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 3 – TERMS AND CONDITIONS OF TRANCHE 2 CANACCORD OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.125 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 December 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being

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ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 4 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement Each

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

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.08 ( Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on or before that date which is 12 months from the date of issue of the Options issued under the 2020 Entitlement Offer ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (iv) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (v) if required, give ASX a notice that complies with Section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(vi) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy Section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 5 – CONTRACT SUMMARIES

1. Canaccord Agreement – Resolution 1 and 4

Canaccord Genuity (Australia) Limited ( Canaccord ) is engaged by DXN Limited ( DXN or the Company ) to provide corporate advisory services to DXN ( Advisors Role ) ( Canaccord Agreement ) on the terms summarised below.

DXN’s engagement of Canaccord is for a minimum period of 12 months ( Minimum Term ) commencing from the date of execution by DXN and my thereafter be terminated by DXN on one month’s written notice to Canaccord. Canaccord may terminate the engagement at any time.

The fees and expenses paid to Canaccord will consist of:

(a) Retainer

DXN agrees to pay Canaccord a monthly retainer of $6,000 (plus GST) as consideration for the ongoing Services for the 4 months from 1 January 2020. Following this period, the Company and Canaccord will work cooperatively in good faith to agree an ongoing retainer.

(b) Option Fee

DXN agrees to issue the following options to Canaccord:

• (i) 7,500,000 Options with a strike price of $0.10 and an expiry date of 31 December 2022; and

• (ii) 7,500,000 Options with strike price of $0.125 and an expiry date of 31 December 2022.

(c) Expenses

DXN agrees to reimburse the Advisor for all reasonable out-of-pocket expenses incurred by the Advisor in connection with this engagement including, but not limited to:

• (i) marketing and communication costs;

• (ii) printing, couriers, postage and other distribution costs; and

• (iii) travel and accommodation expenses.

Canaccord agrees to seek approval from DXN prior to incurring any individual expense above $1,000.

2. Pinnacle Agreement 1 – Resolution 2

On 8 October 2019, DXN Limited ( DXN or the Company ) appointed Pinnacle Corporate Finance Pty Ltd Limited ( Pinnacle ) as underwriter to the proposed entitlement offer that was undertaken in October 2019 ( Underwriting Agreement ) on the material terms and conditions set out below.

Pinnacle agreed to fully underwrite the proposed capital raising and the Company agreed to:

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• (a) pay Pinnacle a management fee of 1.0% of the underwritten amount (approximately $49,812) and an underwriting fee of 5.0% of the underwritten amount (approximately $249,062); and

• (b) issue Pinnacle with 15,000,000 Options.

All sub-underwriting fees were paid by Pinnacle from the underwriting fee.

3. Convertible Note Terms – Resolution 3

On 9 October 2019, the Company announced that it resolved to proceed with a non-renounceable pro-rata entitlement issue ( Entitlement Issue ). To provide working capital over the offer period, the Company received firm commitments for $1,000,000 of any shortfall in advance in the form of unsecured convertible notes. The key terms of the convertible notes ( Convertible Notes ). The key terms of the Convertible Notes were as follows:

(a) Security

The convertible notes are unsecured.

(b) Face value

• $10,000 per Convertible Note

(c) Conversion/Redemption

At the election of the Convertible Note investors, either convertible at $0.055 per Share on the maturity date or redeemable in cash.

(d) Maturity Date

The earlier of the Entitlement Issue shortfall settlement date and 31 December 2019;

(e) Interest Rate

12% per annum (or part thereof) payable in cash;

(f) Options

Each Share that is converted pursuant to the Convertible Notes will receive one (1) New Option for every Share converted.

(g) Shortfall

If there is not sufficient shortfall from Entitlement Issue and Convertible Note holders elect to convert on the Entitlement Issue shortfall settlement date, the Company will issue the Shares and Options the subject of the conversion under its available ASX Listing Rule 7.1 capacity.

(h) Events of default

Standard events of default.

(i) Other terms

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The convertible note agreements pursuant to which the Convertible Notes are issued contains such additional and supplementary provisions, including, without limitation, customary representations and warranties.

4. Pinnacle Agreement 2 – Resolution 5

On 3 February 2020, DXN Limited ( DXN or the Company ) agreed to appoint Pinnacle Corporate Finance Pty Limited ( Pinnacle ) as lead manager and underwriter to the 2020 Entitlement Offer pursuant to a mandate between the parties and one 11 February 2020 the parties executed a formal underwriting agreement (together, the Pinnacle Agreement ) on the material terms and conditions set out below.

• (a) The Company will:

• (i) pay Pinnacle a management fee of 1.0% of the underwritten amount (approximately $60,561);

• (ii) pay Pinnacle an underwriting fee of 5.0% of the underwritten amount (approximately $302,807);

• (iii) pay Pinnacle a monthly retainer of $10,000 per month for a period of three months following the date of the mandate; and

• (iv) issue Pinnacle with 15,000,000 Options (subject to receipt of Shareholder approval).

• (b) All sub-underwriting fees will be paid by Pinnacle from the underwriting fee.

• (c) In the event that Shareholder approval is not received for the issue of the 15,000,000 Options, the Company must pay Pinnacle (no later than 5 business days after the General Meeting) the approximate value of the Options in cash, which has been calculated using the Black-Scholes pricing model to be $0.08 per Option, equating to a total of $120,000.

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PROXY FORM

DXN LIMITED ACN 620 888 548

GENERAL MEETING

I/We

of:

being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00 am (EDST), on Friday, 27 March 2020 at Adina Apartments, Gardenia Meeting Room, 189 Queen Street, Melbourne Victoria 3000, and at any adjournment thereof.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Ratification of Prior Issue – Options
Resolution 2	Ratification of Prior Issue – Options
Resolution 3	Ratification of Prior Issue – Shares and Options
Resolution 4	Placement – Options
Resolution 5	Placement – Options
Resolution 6	Replacement of Constitution

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

%

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

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Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3.

( Signing instructions ):

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

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• (a) ( Lodgement of Proxy Form ): Proxy forms can be lodged: by completing and signing the enclosed Proxy Form and returning by:

  • (i) post to DXN Limited, 9 Mumford, Balcatta WA 6021; or

  • (ii) email to the Company at george.lazarou@dxn.solutions;

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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