ECHOIQ LIMITED — AGM Information 2020

Oct 27, 2020

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ASX:HWH RELEASE / 28 October 2020

2020 ANNUAL GENERAL MEETING

Sydney, Australia: Prescriptive AI Company, Houston We Have Limited (“Houston We Have”, the “Company”) (ASX: HWH) is pleased to release the following documents regarding its 2020 Annual General Meeting.

• Letter to Shareholders.

• Notice of 2020 Annual General Meeting.

• Sample Proxy Form.

Elizabeth Whitelock Managing Director and CEO Houston We Have Ltd.

Authorised for release by Elizabeth Whitelock, Managing Director and CEO of Houston We Have Ltd

For more information, please contact Elizabeth Whitelock at investor@HoustonWeHave.ai

ABOUT US: Houston we have Human-Centred AI. As a team, we set out to enhance decision making: Augmented Intelligence gives humans the ability to predict the future at speed and without bias. Military grade, originally designed and built for the intelligence community, our patented software delivers insights beyond any AI in the universe. Now available for use by all clever humans. HoustonWeHave.ai problem solved

Houston We Have Ltd. ACN 142 901 353. 3/33 Atchison Street St Leonards NSW Australia +61 2 9159 3719
Sydney> Canberra> Adelaide> Perth> Edinburgh. Human-Centred AI. Problem solved.

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LETTER / 28 October 2020

Dear Shareholder

2020 ANNUAL GENERAL MEETING AND ELECTRONIC COMMUNICATIONS

Houston We Have Limited (“Houston We Have”, the “Company”) (ASX: HWH) is convening its 2020 Annual General Meeting of Shareholders on Friday, 27 November 2020 at 1:00pm AEDT ( “AGM” ).

If you would like to attend, it will be held at Houston We Have ’s offices at Level 3, 33 Atchison Street, St Leonards NSW 2065. Please email ben.secrett@houstonwehave.ai if you would like to attend as there may be restrictions on the number of attendees due to government imposed COVID-19 requirements.

Houston We Have will advise shareholders by way of an ASX announcement if it becomes necessary or appropriate to make alternative arrangements for the AGM because of changes in circumstances related to COVID-19.

Notice of Meeting

In accordance with subsection 5(1)(f) of the Corporations (Coronavirus Economic Response) Determination (No. 3) 2020 , Houston We Have will not be dispatching physical copies of the Notice of AGM and accompanying explanatory statement ( “Notice” ). Instead, a copy of the Notice is available for viewing and downloading from:

• Houston We Have ’s website at www.houstonwehave.ai/investor-centre#governance;

• the ASX website at www2.asx.com.au/markets/company/hwh; and

• the website of Houston We Have’s share registry, Computershare Investor Services ( “Computershare” ), at www.investorvote.com.au (access to Computershare’s online voting site requires your shareholder details including your HIN or SRN, and postcode).

Shareholders will however receive a copy of this letter and a personalised proxy form by post if they have not elected to receive communications by email with Computershare.

The Notice is important and should be read in its entirety.

Houston We Have Ltd. ACN 142 901 353. 3/33 Atchison Street St Leonards NSW Australia +61 2 9159 3719
Sydney> Canberra> Adelaide> Perth> Edinburgh. Human-Centred AI. Problem solved.

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Voting

Shareholders are encouraged to participate in voting on the resolutions to be considered at the AGM. To vote by proxy, please complete, sign and return your personalised proxy form in accordance with the instructions set out on the proxy form.

Alternatively, you can simply and easily vote online at www.investorvote.com.au, or in person by attending the AGM.

Proxy voting instructions (by proxy form or online voting) must be received by Computershare by no later than 1:00pm AEDT on Wednesday, 25 November 2020 - instructions received after that time will not be valid for the AGM.

Houston We Have encourages all shareholders to vote prior to the AGM by returning their proxy voting instructions before the deadline, and advises that all voting in respect of resolutions considered at the AGM will be conducted on a poll.

Electronic communications

Houston We Have encourages all shareholders to communicate with the Company by email at investor@houstonwehave.ai and with Computershare ( Houston We Have ’s share registry) through its secure website at www.investorcentre.com/au. These methods allow Houston We Have to keep you informed without delay, are environmentally friendly, and reduce the Company’s print and mail costs.

Please register to receive electronic communications and update your shareholder details online at www.investorcentre.com/au

Please contact me by email at ben.secrett@houstonwehave.ai should you have any queries about this letter, the Notice or the AGM.

Yours faithfully

Ben Secrett Company Secretary

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Houston We Have Limited ACN 142 901 353

Notice of Annual General Meeting

Notice is given that the Annual General Meeting will be held at:

Time : 10:00am (AWST) / 1:00pm (AEDT) Date : Friday, 27 November 2020 Place : Level 3, 33 Atchison Street, St Leonards NSW 2065

Due to current COVID-19 restrictions, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at ben.secrett@houstonwehave.ai at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made.

Important

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 (Sydney time) on 25 November 2020.

HWH Notice of 2020 Annual General Meeting

Business of the Meeting

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2020, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2020.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Director – Mr Andrew Grover

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

“That, for the purposes of clause 14.2 of the Constitution, and for all other purposes, Andrew Grover, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. Resolution 3 – Ratification of prior issue of Options to Mr Antanas Guoga

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 4,000,000 Options to Mr Antanas Guoga under ASX Listing Rule 7.1 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 Mr Antanas Guoga or any of his associates.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

HWH Notice of 2020 Annual General Meeting

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5. Resolution 4 – Ratification of prior issue of Options to Mr Steve Picton

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 4,000,000 Options to Mr Steve Picton under ASX Listing Rule 7.1 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 Mr Steve Picton or any of his associates.

6. Resolution 5 – Ratification of prior issue of Options to Corporate Advisors

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 5,000,000 Options to Taurus Capital Group Pty Ltd under ASX Listing Rule 7.1 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 Taurus Capital Group Pty Ltd, or any of their associates.

7. Resolution 6 – Approval of 10% Issuance Capacity

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

Dated: 27 October 2020

By order of the Board

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Ben Secrett Company Secretary

HWH Notice of 2020 Annual General Meeting

Voting Exclusion Statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

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

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

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

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

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

Attendance and voting in person

Due to current government guidelines regarding COVID-19, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at ben.secrett@houstonwehave.ai, at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made.

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:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder; and

• (c) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 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 changes to the Corporations Act made in 2011 mean that:

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

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary at ben.secrett@houstonwehave.ai.

HWH Notice of 2020 Annual General Meeting

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. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on the Company’s website at https://www.houstonwehave.ai/.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

The vote on Resolution 1 is advisory only and does not bind the Company or its Directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

HWH Notice of 2020 Annual General Meeting

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

3.

Resolution 2 – Re-election of Director – Andrew Grover

3.1

General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Andrew Grover, who has served as a Director since 24 May 2019, was last elected by Shareholders on 9 August 2019 and is the longest serving Director subject to retirement, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Grover has over 25 years’ experience in management, business development, sales & marketing, administration and technology across a diverse range of industries. As a founder and investor in numerous innovative companies, Andrew’s businesses have been featured in BRW fast 100 and Deloitte’s Fast 50 over several years. Andrew has had several successful exits and has consulted to medium and top 100 companies. Andrew was CEO of a subsidiary of an ASX listed company in 2008 to 2011.

Mr Grover does not currently hold any other material directorships.

3.3

Independence

Mr Grover is not considered an independent director given his role as Executive Chairman of the Company.

3.4 Board recommendation

The Board supports the re-election of Mr Grover and recommends that Shareholders vote in favour of Resolution 2 because the Board considers that the experience, expertise and skills of Mr Grover assist the Board in fulfilling its responsibilities, and do and will continue to assist the Company in achieving growth and delivering value to Shareholders.

4. Resolution 3 – Ratification of prior issue of Options to Mr Antanas Guoga

4.1 General

The Company appointed Mr Antanas Guoga as a non-executive Director on 25 February 2020. The Company announced at that time that it had issued to him 2,000,000 unquoted Options exercisable at $0.04 on or after 24 February 2021 and expiring on 30 June 2022, and 2,000,000 Options exercisable at $0.08 on or after 21 February 2021 and expiring on 30 June 2023 (together, the Director Options ).

The Director Options were issued to Mr Guoga out of the Company’s existing placement capacity under Listing Rule 7.1.

4.2 Listing Rules 7.1 and 7.4

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%

HWH Notice of 2020 Annual General Meeting

of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

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 a 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.

The issue of equity securities to a related party requires prior shareholder approval under Listing Rule 10.11 unless an exception applies. The issue of the Director Options to Mr Guoga came within Exception 12 in Listing Rule 10.12 and did not require prior shareholder approval. Listing Rule 10.12 Exception 12 makes an exception from Listing Rule 10.11 for the issue of equity securities under an agreement or transaction to a person who is a related party of the Company only by reason of his or her believing that they will become a related party in future because of the agreement or transaction. The issue of the Director Options to Mr Guoga was negotiated with him as part of his agreeing to become a Director, and the Director Options were issued immediately before his appointment.

4.3 Effect of the Resolutions

Resolutions 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Director Options.

If Shareholders approve Resolution 3, they will have ratified the issue of the Director Options, and the issue of the Director Options will no longer use up a portion of the Company’s Placement Capacity, meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 3, the issue of the Director Options will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

4.4

Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 3 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

4.5 Technical information required by ASX Listing Rule 7.5

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

• (a) the Director Options were issued to Mr Antanas Guoga;

• (b) the number of Director Options issued was as follows:

• (i) 2,000,000 Options exercisable at $0.04 each on or after 24 February 2021 and expiring on 30 June 2022 ( Class A Director Options ); and

• (ii) 2,000,000 Options exercisable at $0.08 each on or after 24 February 2021 and expiring on 30 June 2023 ( Class B Director Options );

• (c) the full terms of the Director Options are set out in Schedule 1;

• (d) the Director Options were issued on 24 February 2020;

• (e) the Director Options were issued for nil cash consideration;

HWH Notice of 2020 Annual General Meeting

• (f) the Director Options were issued as part of the remuneration package of Mr Guoga. No funds were raised by the issue of the Director Options;

• (g) the purpose of the issue of the Director Options was to provide an incentivisation component to the remuneration of Mr Guoga; and

• (h) the Director Options were issued pursuant to Mr Guoga’s engagement as a non-executive Director. Mr Guoga’s appointment as a non-executive Director is on normal conditions for such an engagement.

5. Resolution 4 – Ratification of prior issue of Options to Mr Steve Picton

5.1 General

The Company has an Advisory Board made up of technology entrepreneurs and thought leaders to assist the Company. The Houston We Have Advisory Board comprises industry experts whose purpose is to provide directors and management with a broader commercial perspective, insights and initiatives to support the organisation reaching its goals. As the business grows and the complexities increase, their role will be critical in challenging directors and management to consider other options, ensure decision making and governance processes are in place, or developed, in line with the agreed strategy.

On 13 August 2020 the Company announced the appointment of Mr Steve Picton to the Advisory Board. Mr Picton is currently the CEO of LBN CO, Australia’s first fibre to the home operator, and has over 30 years’ experience in the technology and communications industry. Mr Picton is a substantial shareholder of the Company.

At the time of his appointment to the Advisory Board, the Company issued to Mr Picton 2,000,000 Options exercisable at $0.04 each on or before 30 June 2022 and 2,000,000 Options exercisable at $0.08 each on or before 30 June 2023 ( Advisory Board Options ). These Options do not have vesting conditions.

Advisory Board members are not Directors of the Company or otherwise related parties of the Company.

The Advisory Board Options were issued out of the Company’s Placement Capacity under Listing Rule 7.1.

5.2 Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is set out at Section 4.2.

5.3 Effect of the Resolutions

Resolutions 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Advisory Board Options.

If Shareholders approve Resolution 4, they will have ratified the issue of the Advisory Board Options, and the issue of the Advisory Board Options will no longer use up a portion of the Company’s Placement Capacity, meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 4, the issue of the Advisory Board Options will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

HWH Notice of 2020 Annual General Meeting

5.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 4 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

5.5

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 this Resolution:

• (a) the Advisory Board Options were issued to Mr Steve Picton;

• (b) the number of Advisory Board Options issued was as follows:

• (i) 2,000,000 Options exercisable at $0.04 each on or before 30 June 2022 ( Class A Advisory Board Options ) ; and

• (ii) 2,000,000 Options exercisable at $0.08 each on or before 30 June 2023 ( Class B Advisory Board Options );

• (c) the full terms of the Class A Advisory Board Options are set out in Schedule 2, and the full terms of the Class B Advisory Board Options are set out in Schedule 3;

• (d) the Advisory Board Options were issued on 14 August 2020;

• (e) The Advisory Board Options were issued for nil cash consideration;

• (f) the Advisory Board Options were as part of the remuneration package of Mr Picton in connection with his appointment as an Advisory Board member. No funds were raised by the issue of the Advisory Board Options;

• (g) the purpose of the issue of the Advisory Board Options was to provide an incentivisation component to the remuneration of Mr Picton; and

• (h) the Advisory Board Options were issued pursuant to Mr Picton’s engagement as a member of the Advisory Board. Mr Picton’s appointment is on normal conditions for such an engagement.

6. Resolution 5 – Ratification of prior issue of Options to Corporate Advisors

6.1

General

On 2 September 2020, the Company announced a proposed issue of a total of 25,000,000 Options in three classes to corporate advisors as non-cash remuneration for corporate advisory services pursuant to a mandate between the Company and Taurus Capital Group Pty Ltd:

• (a) 5,000,000 Options exercisable at $0.04 each on or before 30 June 2022, as remuneration for provision of corporate advisory services ( Corporate Advisor Options );

• (b) 10,000,000 Options exercisable at $0.06 each on or before the date that is 18 months after the date of their issue but not later than 1 October 2023, as remuneration for corporate advisory services subject to the Company executing sales contracts to the value of at least $500,000; and

• (c) 10,000,000 Options exercisable at $0.08 each on or before the date that is 18 months after the date of their issue but not later than 1 October 2023, as remuneration for corporate advisory services subject to the Company receiving a takeover offer or scheme of arrangement for all of the issued capital of the Company.

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The Corporate Advisor Options referred to in paragraph (a) have been issued.

The Options referred to in paragraphs (b) and (c) have not yet been issued and are not the subject of this Resolution.

The Corporate Advisor Options were issued out of the Company’s Placement Capacity under Listing Rule 7.1.

6.2 Listing Rules 7.1 and 7.4

A summary of Listing Rules 7.1 and 7.4 is set out at Section 4.2.

6.3 Effect of the Resolutions

Resolutions 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Corporate Advisor Options.

If Shareholders approve Resolution 5, they will have ratified the issue of the Corporate Options, and the issue of the Corporate Advisor Options will no longer use up a portion of the Company’s Placement Capacity, meaning the Company will have an increased ability to issue equity securities without seeking Shareholder approval.

If Shareholders do not approve Resolution 5 the issue of the Corporate Advisor Options will continue to use up a portion of the Company’s current Placement Capacity until the date that is 12 months from their date of issue, and the Company will therefore have a reduced ability to issue equity securities without seeking Shareholder approval until that time.

6.4 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 5 so the Company can preserve maximum flexibility in terms of its ability to issue equity securities under its Placement Capacity.

6.5 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 this Resolution:

• (a) the Corporate Advisor Options were issued to Taurus Capital Group Pty Ltd;

• (b) the number of Corporate Advisor Options issued was 5,000,000;

• (c) the full terms of the Corporate Advisor Options are set out in Schedule 2;

• (d) the Corporate Advisor Options were issued on 2 September 2020;

• (e) the Corporate Advisor Options were issued for nil cash consideration;

• (f) the Corporate Advisor Options were issued to remunerate the corporate advisor for the provision of services. No funds were raised by the issue of the Corporate Advisor Options;

• (g) the Corporate Advisor Options were issued pursuant to a mandate with Taurus Capital Group Pty Ltd for the provisions of corporate advisory services as described in Section 6.1.

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7. Resolution 6 – Approval of 10% Issuance Capacity

7.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An "eligible entity" means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 6 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval ( Additional Issuance Capacity ).

If Resolution 6 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 6. The Board unanimously recommend that Shareholders vote in favour of Resolution 6.

The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.

7.2 Description of ASX Listing Rule 7.1A

(a) Securities which may be issued under the Additional Issuance Capacity

Under the Additional Issuance Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue one class of quoted Equity Securities, being fully paid ordinary shares (ASX Code: HWH).

(b) Minimum issue price

Equity Securities issued under the Additional Issuance Capacity must be issued for cash consideration per security which is not less than 75% of the volume weighted average market price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:

• (i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.

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(c) Period for which approval will be valid

Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of the Meeting; or

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval,

( Additional Issuance Period ).

(d)

Dilution risks

If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 9 is approved); and

• (ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the potential dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, both as at 23 October 2020.

The table also shows:

• (i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as at 23 October 2020. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 23 October 2020.

HWH Notice of 2020 Annual General Meeting

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)			Dilution	Dilution
	Issue Price (per Share)	$0.025 50% decrease in Issue Price	$0.05 Issue Price	$0.075 50% increase in Issue Price
261,757,713 (Current Variable A)	Shares issued - 10% voting dilution	26,175,771 Shares	26,175,771 Shares	26,175,771 Shares
	Funds Raised	$654,394	$1,308,788	$1,963,182
392,636,570 (50% increase in Variable A)	Shares issued – 10% voting dilution	39,263,656 Shares	39,263,656 Shares	39,263,656 Shares
	Funds Raised	$981,591	$1,963,185	$2,944,774
523,515,426 (100% increase in Variable A)	Shares issued – 10% voting dilution	52,351,542 Shares	52,351,542 Shares	52,351,542 Shares
	Funds Raised	$1,308,788	$2,617,577	$3,926,365

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 261,757,713 Shares on issue.

2. The issue price set out above is the closing price of the Shares on the ASX on 23 October 2020.

3. The Company issues the maximum possible number of Equity Securities under the Additional Issuance Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

(e) Purpose of issues under Additional Issuance Capacity

The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:

• (i) general working capital expenses;

• (ii) activities associated with its current business;

• (iii) repayment of debt; or

• (iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

The Company will comply with the disclosure requirements of ASX Listing Rule 7.1A.4 on issue of any Equity Securities pursuant to the approval sought by Resolution 9.

HWH Notice of 2020 Annual General Meeting

(f) Allocation policy under Additional Issuance Capacity

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

• (i) prevailing market conditions;

• (ii) the purpose for the issue of the Equity Securities;

• (iii) the financial situation and solvency of the Company;

• (iv) impacts of the placement on control;

• (v) other methods of raising capital; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company. If the issue is made in connection with the acquisition of assets, the recipients may be the sellers of those assets.

(g) Previous issues under the Additional Issuance Capacity

The Company has not issued or agreed to issue any Equity Securities under a previous Additional Issuance Capacity in the 12 months prior to the date of the Meeting.

7.3 Voting exclusion

At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.

HWH Notice of 2020 Annual General Meeting

Glossary

$ means Australian dollars.

Additional Issuance Capacity has the meaning given in Section 7.1.

Advisory Board means the panel of technical advisors appointed by the Board to assist the Company.

Advisory Board Options means the Options the subject of Resolution 4.

AEDT means Australian Eastern Daylight Savings Time as observed in Sydney, New South Wales.

AEST means Australian Eastern Standard Time.

Annual General Meeting or Meeting means the annual general meeting of the Company convened by this Notice.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2020.

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.

Auditor's Report means the auditor's report on the Financial Report

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

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.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of closely related party’ in the Corporations Act.

Company means Houston We Have Limited (ACN 124 302 932).

Constitution means the constitution of the Company.

Corporate Advisor Options means the Options the subject of Resolution 5.

Corporations Act means the Corporations Act 2001 (Cth).

HWH Notice of 2020 Annual General Meeting

Director Options means the Options the subject of Resolution 3.

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

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.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s Report.

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.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

HWH Notice of 2020 Annual General Meeting

Schedule 1 – Terms and Conditions of Director 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:

• (i) each Class A Director Option will be $0.04; and

• (ii) each Class B Director Option will be $0.08,

( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEST) on:

• (i) for each Class A Director Option, 30 June 2022, and

• (ii) for each Class B Director Option, 30 June 2023,

(each an Expiry Date ).

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Vesting Conditions

The Director Options will vest on 24 February 2021 ( Vesting Condition

(e) Exercise Period

The Options are exercisable at any time on and from the date the Vesting Condition is satisfied and on or prior to the Expiry Date ( Exercise Period ).

(f) 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.

(g)

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 ).

(h) Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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,

HWH Notice of 2020 Annual General Meeting

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 (h)(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.

(i)

Shares issued on exercise

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

(j)

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a 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 or number of underlying securities

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.

HWH Notice of 2020 Annual General Meeting

Schedule 2 – Terms and Conditions of Class A Advisory Board Options and Corporate Advisor 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 $0.04 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEST) on 30 June 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

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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 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.

HWH Notice of 2020 Annual General Meeting

(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 a holder 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 or number of underlying securities

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.

HWH Notice of 2020 Annual General Meeting

Schedule 3 – Terms and Conditions of Class B Advisory Board 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 $0.08 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEST) on 30 June 2023 ( 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

Following the Exercise Date and within the time period specified by the ASX Listing Rules, 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 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.

HWH Notice of 2020 Annual General Meeting

(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 a holder 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 or number of underlying securities

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.

HWH Notice of 2020 Annual General Meeting

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:00 PM (AEDT) on Wednesday, 25 November 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at

www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 184571

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

269713_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Houston We Have Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Houston We Have Limited to be held at its offices at Level 3, 33 Atchison Street, St Leonards NSW 2065 on Friday, 27 November 2020 at 1:00 PM (AEDT) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1 and 3 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 3 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1 and 3 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1 Adoption of Remuneration Report

• 2 Re-election of Director - Mr Andrew Grover

• 3 Ratification of Prior Issue of Options to Mr Antanas Guoga

• 4 Ratification of Prior Issue of Options to Mr Steve Picton

• 5 Ratification of Prior Issue of Options to Corporate Advisors

• 6 Approval of 10% Issuance Capacity

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

HWH 2 6 9 7 1 3 A