ELSIGHT LIMITED

ACN 616 435 753

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am (WST) DATE : Monday, 28 May 2018 PLACE : Quest West Perth Kings Park Room Level 1, 54 Kings Park Road West Perth WA

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 10.30am (WST) on Saturday, 26 May 2018.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 December 2017 together with the declaration of the directors, the director’s 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 Company’s annual financial report for the financial year ended 31 December 2017.”

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 – ANTON UVAROV

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

“That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Anton Uvarov, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID FURSTENBERG

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, David Furstenberg, a Director who was appointed on 2 June 2017, retires, and being eligible, is elected as a Director.”

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5. RESOLUTION 4 – ELECTION OF DIRECTOR – MAJ. GEN. (RET) AMI SHAFRAN

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

“That, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Maj. Gen. (ret) Ami Shafran, a Director who was appointed on 2 June 2017, retires, and being eligible, is elected as a Director.”

6. RESOLUTION 5 – APPOINTMENT OF AUDITOR AT FIRST AGM

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, BDO Audit (WA) Pty Ltd, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditor of the Company with effect from the close of the meeting."

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT 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 up to that number of Equity Securities equal 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.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES UNDER PLACEMENT

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 12,507,208 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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9. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS UNDER PLACEMENT

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 6,253,623 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 9 – PLACEMENT OF OPTIONS TO LEAD MANAGER AND CORPORATE ADVISOR

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 625,360 Options to the Lead Manager (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 10 – ISSUE OF OPTIONS – MAJ. GEN. (RET) AMI SHAFRAN

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of section 195(4), section 208 and Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 100,000 Options as Director incentive remuneration to Maj. Gen. (ret) Ami Shafran (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought, or any associates of those Directors ( Resolution 10 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 10 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 10 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

12. RESOLUTION 11 – ISSUE OF OPTIONS – DAVID FURSTENBERG

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of section 195(4), section 208 and Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 250,000 Options as Director incentive remuneration to David Furstenberg (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought, or any associates of those Directors ( Resolution 11 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 11 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 11 Excluded Party, the above prohibition does not apply if:

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

13. RESOLUTION 12 – ISSUE OF OPTIONS – NIR GABAY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of section 195(4), section 208 and Chapter 2E of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue up to 110,000 Options as Director incentive remuneration to Nir Gabay (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought, or any associates of those Directors ( Resolution 12 Excluded Party ). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 12 Excluded Party, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolution 12 Excluded Party, the above prohibition does not apply if:

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

Dated: 19 April 2018

By order of the Board

Peter Webse Company Secretary

Voting in person

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

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 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:

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6377 8043.

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EXPLANATORY STATEMEN T

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. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2017 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.el-sight.com/financialreports.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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.

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.

This is the Company’s first annual general meeting.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR ANTON UVAROV

3.1 General

ASX Listing Rule 14.4 provides that, other than a managing director, a director of an entity must not hold office (without re-election) past the third AGM following the director’s appointment or 3 year, whichever is the longer. However, where there is more than one managing director, only one is entitled not to be subject to re-election

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

Dr Uvarov, who has served as a director since 13 December 2016, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Dr Uvarov has significant experience as an equity analyst both in Australia and overseas. Prior to moving to Australia, he was with Citigroup Global Markets, where he spent two years as a member of the New York based Healthcare team. Dr Uvarov’s technical expertise and company knowledge spreads across a variety of industries and spectrum of market capitalisations, with his particular interest in early stage startups.

Dr Uvarov holds a PhD degree from the University of Manitoba, Canada and an MBA degree from the University of Calgary, Canada.

3.3 Independence

If elected the board considers Dr Uvarov will be an independent director.

3.4 Board recommendation

The Board supports the re-election of Dr Uvarov and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTIONS 3 AND 4 – ELECTION OF DIRECTORS – DAVID FURSTENBERG AND MAJ. GEN. (RET) AMI SHAFRAN

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director (excluding a Managing Director) so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Having been appointed by other Directors on 2 June 2017, Mr Furstenberg and Maj. Gen. (ret) Shafran will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seek election from Shareholders.

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4.2 Election of David Furstenberg

Mr Furstenberg, who has served as a Director since 2 June 2017, retires and seeks re-election.

(a) Qualifications and other material directorships

Mr Furstenberg has held various senior CEO, Chairman, Board member and VP Global sales positions in a number of publicly traded and privately owned companies, including: Comverse (NASDAQ: CNSI) and Audiocodes (NASDAQ: AUDC), Enure and Vista (a subsidiary of Israel Aerospace Industries).

Most recently, Mr Furstenberg was the active Chairman at NovelSat and the CEO at InsurBit, as well as a Director of White Cyber Knight Ltd and Insurisx Inc., all companies involved in cyber and security businesses in some form.

Mr Furstenberg has built a speciality in assisting with the turnaround of high tech companies through product and market repositioning (as opposed to reduction in force).

Mr Furstenberg has not previously served as a director of any ASX listed company.

(b) Independence

If elected the Board considers that Mr Furstenberg will be an independent director.

(c) Board recommendation

The Board supports the election of Mr Furstenberg and recommends that Shareholders vote in favour of Resolution 3.

4.3 Election of Maj. Gen. (ret) Ami Shafran

Maj. Gen. (ret) Shafran, who has served as a Director since 2 June 2017, retires and seeks re-election.

(a) Qualifications and other material directorships

Maj. Gen. (ret) Shafran is the former Head of the Israeli Defence Force Information and Communications Technology Command. In addition, he is currently the Head of the Centre for Cyber Technology at Ariel University in Israel.

Over the course of his extensive career Maj. Gen. (ret) Shafran held numerous prestigious and prominent positions in the Defence and Intelligence forces of the Israeli Defence Force, including serving as its Chief Scientist, serving as Chief of Staff of the Ministry of Defence, and the Research and Development Attaché at the Israeli Embassy in Washington DC.

Maj. Gen. (ret) Shafran has not served as a Director on any other ASX listed company.

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(b) Independence

If elected the Board considers that Maj. Gen. (ret) Shafran will be an independent director.

(c) Board recommendation

The Board supports the re-election of Maj. Gen. (ret) Shafran and recommends that Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – APPOINTMENT OF AUDITOR AT FIRST AGM

The Directors of a public company must appoint an auditor within one month of registration. The directors have appointed BDO as the Company’s auditor.

The auditor of a public company so appointed within one month of registration holds office until the first annual general meeting of the Company. The auditor must be re-appointed at the first annual general meeting so that they may continue to act as auditor of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a shareholder for BDO to be appointed as the Company’s auditor. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

BDO has given its written consent to act as the Company’s auditor subject to shareholder approval of this resolution.

If this resolution is passed, the appointment of BDO as the Company’s auditor will take effect at the close of this Meeting.

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity (as defined below) may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities (as defined below) equal to 10% of its issued capital ( 10% Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

As at the date of this Notice, the Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $62,807,032.35 (based on the number of Shares on issue and the closing price of Shares on the ASX on 21 March 2018).

An Equity Security is a share, a unit in a trust, a right to a share or unit in a trust or option, an option over an issued or unissued security, a convertible security, or, any security that ASX decides to classify as an equity security.

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Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities.

As at the date of this Notice, the Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: ELS).

If Shareholders approve Resolution 6, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2.

Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

6.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 6.2(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement

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Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 21 March 2018.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Dilution	Dilution
	Issue Price (per Share)	$0.3275 (50% decrease in Issue Price)	$0.6550 (Issue Price)	$0.9825 (50% increase in Issue Price)
Variable A 95,888,599	Shares issued - 10% voting dilution	9,588,859 Shares	9,588,859 Shares	9,588,859 Shares
	Funds raised	$3,140,351	$6,280,703	$9,421,054
(50% Increase is Variable A) 143,832,899	Shares issued - 10% voting dilution	14,383,289 Shares	14,383,289 Shares	14,383,289 Shares
	Funds raised	$4,710,527	$9,421,054	$14,131,582
(100% Increase in Variable A) 191,777,198	Shares issued - 10% voting dilution	19,177,719 Shares	19,177,719 Shares	19,177,719 Shares
	Funds raised	$6,280,703	$12,561,406	$18,842,109

Notes:

(a) 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.
(b) The table above uses the following assumptions:
(i) There are currently 95,888,599 Shares on issue.
(ii) The issue price set out above is the closing price of the Shares on the ASX on 21 March 2018.
(iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
(iv) 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.
(v) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

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(vi) 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.
(vii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
(viii) 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%.
(ix) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration in which case the Company intends to use funds raised to intensify and aggressively pursue its stated intention to separate the individual business units within the Company according to its six main and autonomous businesses; or
(ii) as non-cash consideration for the acquisition of additional assets, as yet not identified, that are complimentary to the Company’s existing business.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;

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(iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must give to ASX:

(i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(ii) the information required by Listing Rule 3.10.5A for release to the market.

6.3 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PLACEMENT

7.1 General

On 5 March 2018, the Company announced its intention to issue 12,507,208 Shares at an issue price of $0.72 per Share to raise $9,005,189.76 (before expenses of the offer) ( Placement ). This offer was made to wholesale and institutional investors of the Company.

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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 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 at the commencement of that 12 month period.

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.

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7.2 Technical information required by Listing Rule 7.4

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

(a) 12,507,208 Shares were issued on 15 March 2018;
(b) the issue price was $0.72 per Share;
(c) 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;
(d) the Shares were issued to clients of RM Corporate Finance Limited, the Lead Manager of the Placement. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue were used to intensify and aggressively pursue its stated intention to sperate the individual business units within the Company according to its six main and autonomous businesses.

8. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS UNDER PLACEMENT

8.1 General

Resolution 8 seeks Shareholder approval for the issue up to 6,253,623 Options.

The effect of Resolution 8 will be to allow the Company to issue one free attaching Option to subscribers for every two Shares that they subscribed to and were issued in accordance with Resolution 7 ( Placement ).

A summary of ASX Listing Rule 7.1 is set out in Section 7 above.

8.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Options to be issued is 6,253,623;
(b) the 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 intended that issue of the Options will occur on the same date;
(c) the deemed issue price will be nil cash consideration;
(d) the Options will be issued to the subscribers of the issue of Shares under the Placement. None of these subscribers are related parties of the Company;
(e) The Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be received as the Options are being issued to participants in the Placement for additional consideration.

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9. RESOLUTION 9 – PLACEMENT OF OPTIONS TO LEAD MANAGER AND CORPORATE ADVISOR

9.1 General

Resolution 9 seeks Shareholder approval for the issue of up to 625,360 Options in consideration for services provided ( Lead Manager Placement ).

The effect of Resolution 9 will be to allow the Company to issue the Options pursuant to the Lead Manager Placement 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.

The Lead Manager Placement is being issued to RM Corporate Finance in consideration for their services provided as Lead Manager and Corporate Advisor of the Placement.

A summary of ASX Listing Rule 7.1 is set out in Section 7 above.

9.2 Technical information required by ASX Listing Rule 7.1

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

(a) the maximum number of Options to be issued is 625,360;
(b) the 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 intended that issue of the Options will occur on the same date/progressively;
(c) the deemed issue price will be issued for nil cash consideration in satisfaction of services provided;
(d) the Options will be issued to RM Corporate Finance, who is not a related party of the Company;
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) no funds will be raised from the Placement as the Options are being issued in consideration for services provided by RM Corporate Finance as Lead Manager and Corporate Advisor.

10. RESOLUTIONS 10 TO 12 – ISSUE OF PERFORMANCE OPTIONS TO DIRECTORS

10.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 460,000 Options ( Related Party Options ) to Maj. Gen. (ret) Ami Shafran, David Furstenberg and Nir Gabay ( Related Parties ) or their nominees, in the proportions and on the terms and conditions set out below.

The Related Party Options are being issued pursuant to the Employee Share Option Plan ( ESOP ). The ESOP is intended to provide an incentive to retain, in the employment or service or directorship of the Company persons of training, experience and provide the ability to attract new employees, directors or consultants whose services are considered valuable.

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The Board first resolved to issue these Related Party Options, subject to relevant Shareholder approvals, on 23 October 2017. The Board supported the issue of the Related Party Options to the Related Parties at that time, even though the Share price was trading above the proposed exercise price, due to a number of factors, including the role that these Directors had played in the success of the Company, and increase in the Share price since the listing in June 2017, and the election of Messrs Furstenberg, Gabay and Shafran to forego their Directors’ fees owing to them until 30 June 2018, which will save the Company money in terms of reducing outgoings.

The Annual General Meeting is the first opportunity to approve the issue of the Related Party Options. At the date of the this Notice of Meeting, the Company’s Share price is trading around or below the exercise price of the Related Party Options. Notwithstanding this change in price, the non-interested Directors continue to recommend that Shareholders vote in favour of the Resolutions for the reasons set out in Section 10.4 (n) to (p) below.

The Board also notes that the Related Party Options are less than 1% of the issued capital of the Company. Shareholder dilution will not occur for two years, at which point half of the Related Party Options will vest and become exercisable. The remaining portion of the Related Party Option will vest over the following two years, subject to continuous service. Accordingly, it is the view of the Board that the exercise price of the Options does not have any material effect on the Company’s Shareholders.

Resolutions 10 to 12 seek Shareholder approval for the grant of the Related Party Options to the Related Parties (or their nominees).

10.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Performance Options constitutes giving a financial benefit and David Furstenberg, Nir Gabay and Maj. Gen. (ret) Ami Shafran are related parties of the Company by virtue of being Directors.

10.3 ASX Listing Rule 10.14

ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

Shareholder approval is also sought for the purpose of section 208 of the Corporations Act for the issue of the Related Party Options to the Directors.

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10.4 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

(a) the related parties are David Furstenberg, Nir Gabay and Maj. Gen. (ret) Ami Shafran and they are related parties by virtue of being Directors;
(b) the maximum number of Options to be issued to the Eligible Participants (or their nominees) is:
(i) 100,000 Options to Maj. Gen. (ret) Ami Shafran (or his nominee);
(ii) 250,000 Options to David Furstenberg (or his nominee); and
(iii) 110,000 Options to Nir Gabay (or his nominee);
(c) the amount payable upon exercise of each Option will be $0.60 ( Exercise Price );
(d) the Related Parties have waived their right to Directors’ fees until 30 June 2018, although Mr Gabay will still be entitled to his salary. As such, the Board believes that the Exercise Price, despite being lower than the prevailing Share price, is appropriate. The Related Party Options are being issued in order to compensate the Related Parties for the services that they have provided as Directors;
(e) the Related Party Options will be issued to the Related Parties no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;
(f) no loan is being issued to the Related Parties under the terms of the ESOP;
(g) the Related Party Options will be granted for nil cash consideration; accordingly, no funds will be raised;
(h) the terms and conditions of the Related Party Options are set out in Schedule 2;
(i) the value of the Related Party Options and the pricing methodology is set out in Schedule 3;
(j) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares	Options
Maj. Gen. (ret) Ami Shafran	Nil	Nil
David Furstenberg	Nil	Nil
Nir Gabay	26,052,974	29,595,000

(k) the remuneration and emoluments from the Company to Related Parties for the previous financial year and the proposed remuneration and emoluments for the upcoming financial year are as follows:

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Related Party	2017	2018 (Proposed)
Maj. Gen. (ret) Ami Shafran	$2,349	$50,000
David Furstenberg	$2,349	$50,000
Nir Gabay	$55,309	$212,0001

Note:

As set out in the Company’s Prospectus, the Non-Executive Directors are entitled to Directors’ fees in the amount of $50,000 per annum each.
Nir Gaby’s proposed 2018 remuneration comprises of a $50,000 directors fee as well as a $162,000 fee that will be awarded to him under a services agreement.

(l) if the Related Party Options granted to the Related Parties are exercised, a total of 460,000 Shares would be issued. This will increase the number of Shares on issue from 95,888,599 to 96,348,599 (assuming that no other Options are exercised and no other Shares are issued with the effect that the shareholding of existing Shareholders would be diluted by 0.48%.

The market price for Shares during the term of the Related Party Options would normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

(m) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	177.5 cents	27 November 2017
Lowest	13.5 cents	25 and 26 July 2017
Last	65.5 cents	21 March 2018

(n) the Board acknowledges the grant of Related Party Options to the Related Parties is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to the Related Parties reasonable in the circumstances for the reason set out in Section 10.1 above;

(o) Maj. Gen. Ami Shafran declines to make a recommendation to Shareholders in relation to Resolution 10 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 10 be passed. However, in respect of Resolutions 11 and 12, Maj. Gen. Ami Shafran recommends that Shareholders vote in favour of those Resolutions for the following reasons:

(i) the grant of Related Party Options to the Related Parties will align the interests of the Related Parties with those of Shareholders;

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(ii) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;
(iii) the issue of the Related Party Options will save the Company’s cash through the waiver of the Directors’ fees payable to the Related Parties, and should all the Related Party Options be exercised, result in the Company receiving additional cash inflows of up to $216,000 from the exercise of those Related Party Options; and
(iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Options upon the terms proposed;
(p) David Furstenberg declines to make a recommendation to Shareholders in relation to Resolution 11 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 11 be passed. However, in respect of Resolutions 10 and 12, David Furstenberg recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);
(q) Nir Gabay declines to make a recommendation to Shareholders in relation to Resolution 12 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Related Party Options in the Company should Resolution 12 be passed. However, in respect of Resolutions 10 and 11, Nir Gabay recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);
(r) with the exception of the Related Parties, no other Director has a personal interest in the outcome of Resolutions 10 to 12;
(s) Howard Digby and Anton Uvarov recommend that Shareholders vote in favour of Resolutions 10 to 12 for the reasons set out in paragraph (n);
(t) in forming their recommendations, each Director considered the experience of each other Related Party, the existing and proposed contribution of each Related Party to the Company, the waiving of fees until 30 June 2018 by the two non-executive Directors (namely Maj. Gen. (ret) Shafran and Mr Furstenberg), and the current market practices when determining the provision of the Loan upon the terms proposed; and
(u) the terms and conditions of the Related Party Options are set out in Schedule 2;
(v) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 10 to 12; and
(w) all of the Directors, being Anton Uvarov, Howard Digby, Nir Gabay, David Furstenberg and Ami Shafran are entitled to participate in the ESOP, however none has previously received Options under the ESOP since the Company was listed in June 2017.

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GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in Section 7.

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

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.

BDO means BDO Audit (WA) Pty Ltd (ACN 112 284 787).

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 Elsight Limited (ACN 616 435 753).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

(a) is not included in the S&P/ASX 300 Index; and
(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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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.

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.

Optionholder means a holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 2018.

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

RM Corporate Finance means RM Corporate Finance (AFSL – 315 235).

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).

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

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ANNEXURE A – NOMINATION OF AUDITOR LETTER

26 March 2018

Mr Peter Webse Company Secretary Elsight Limited Level 2, 46-50 Kings Park Road West Perth, WA 6005

Nomination of BDO Audit (WA) Pty Ltd as Company Auditor

I, Anton Uvarov, being a member of Elsight Limited (Company), nominate BDO Audit (WA) Pty Ltd in accordance with section 328B(1) of the Corporations Act 2001 (Cth) (Act) to fill the office of auditor of the Company.

Please distribute copies of this notice of this nomination as required by section 328B(3) of the Act.

Yours sincerely,

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Anton Uvarov

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SCHEDULE 1 – TERMS AND CONDITIONS OF 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 $1.00 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) three years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable the date which is three years from the date of issue of the Options ( 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) 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 RELATED PARTY 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 $0.60 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on that date which is five (5) years from the date of issue ( 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

(f) Exercise Date

(g) Vesting schedule

The Related Party Options shall be vested to the Related Parties under the following schedule:

(i) 50% of the Related Party Options shall be vested to the Related Party two years from the date of issue; and
(ii) an additional 6.25% of the Related Party Options shall be vested to the Related Party at the end of each quarter of continuous services thereafter.

(h) Shares issued on exercise

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

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(i) Reconstruction of capital

(j) Participation in new issues

(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 3 – VALUATION OF RELATED PARTY OPTIONS

The Related Party Options to be issued to the Related Parties pursuant to Resolutions 10 to 12 have been independently valued .

Using the Black & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed the following value:

Assumptions:

Valuation date	17 April 2018
Market price of Shares	_56_cents
Exercise price	_60_cents
Expiry date (length of time from issue)	16 April 2023
Risk free interest rate	2.46%
Volatility (discount)	91.14%

Indicative value per Related Party Option	_39.20_cents

Total Value of Related Party Options	$180,333.70

-Ami Shafran	$39,202.98
-David Furstenberg	$98,007.45
-Nir Gabay	$43,123.27

Note: The valuation noted above is not necessarily the market price that the Related Party Options could be traded at and is not automatically the market price for taxation purposes.

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AGM Registration Card

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Holder Number:

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Vote by Proxy: ELS

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✓
✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

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https://automic.com.au/

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AI assistant

ELSIGHT LIMITED — AGM Information 2018

64836_rns_2018-04-25_0290a8fd-cee4-4847-a5de-76fa5d5ca5a2.pdf

ELSIGHT LIMITED

ACN 616 435 753

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANTON UVAROV

4. RESOLUTION 3 – ELECTION OF DIRECTOR – DAVID FURSTENBERG

5. RESOLUTION 4 – ELECTION OF DIRECTOR – MAJ. GEN. (RET) AMI SHAFRAN

6. RESOLUTION 5 – APPOINTMENT OF AUDITOR AT FIRST AGM

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

8. RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES UNDER PLACEMENT

9. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS UNDER PLACEMENT

10. RESOLUTION 9 – PLACEMENT OF OPTIONS TO LEAD MANAGER AND CORPORATE ADVISOR

11. RESOLUTION 10 – ISSUE OF OPTIONS – MAJ. GEN. (RET) AMI SHAFRAN

Voting Prohibition Statement:

12. RESOLUTION 11 – ISSUE OF OPTIONS – DAVID FURSTENBERG

Voting Prohibition Statement:

13. RESOLUTION 12 – ISSUE OF OPTIONS – NIR GABAY

Voting Prohibition Statement:

Dated: 19 April 2018

By order of the Board

Peter Webse Company Secretary

Voting in person

Voting by proxy

EXPLANATORY STATEMEN T

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR ANTON UVAROV

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Board recommendation

4. RESOLUTIONS 3 AND 4 – ELECTION OF DIRECTORS – DAVID FURSTENBERG AND MAJ. GEN. (RET) AMI SHAFRAN

4.1 General

4.2 Election of David Furstenberg

(a) Qualifications and other material directorships

(b) Independence

(c) Board recommendation

4.3 Election of Maj. Gen. (ret) Ami Shafran

(a) Qualifications and other material directorships

(b) Independence

(c) Board recommendation

5. RESOLUTION 5 – APPOINTMENT OF AUDITOR AT FIRST AGM

6. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

6.1 General

6.2 Technical information required by ASX Listing Rule 7.1A

(a) Minimum Price

(b) Date of Issue

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Notes:

(d) Purpose of Issue under 10% Placement Capacity

(e)

Allocation policy under the 10% Placement Capacity

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

6.3 Voting Exclusion

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER PLACEMENT

7.1 General

7.2 Technical information required by Listing Rule 7.4

8. RESOLUTION 8 – APPROVAL TO ISSUE OPTIONS UNDER PLACEMENT

8.1 General

8.2 Technical information required by ASX Listing Rule 7.1

9. RESOLUTION 9 – PLACEMENT OF OPTIONS TO LEAD MANAGER AND CORPORATE ADVISOR

9.1 General

9.2 Technical information required by ASX Listing Rule 7.1

10. RESOLUTIONS 10 TO 12 – ISSUE OF PERFORMANCE OPTIONS TO DIRECTORS

10.1 General

10.2 Chapter 2E of the Corporations Act

10.3 ASX Listing Rule 10.14

10.4 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

Note:

GLOSSARY

ANNEXURE A – NOMINATION OF AUDITOR LETTER

Nomination of BDO Audit (WA) Pty Ltd as Company Auditor

ELSIGHT LIMITED AGM Information 2018