FIRST LITHIUM LIMITED — AGM Information 2018

Oct 4, 2018

LIMITED

ACN: 009 081 770

A C N 0 0 9 0 8 1 7 7 0

N O T I C E O F A N N U A L G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T

P R O X Y F O R M

Date of Meeting

7 November 2018

Time of Meeting

3.00pm (WST)

Place of Meeting

108 Outram Street West Perth, Western Australia

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

https://ookami.com.au/announcements/

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 1587.

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders of Ookami Limited ACN 009 081 770 ( Company ) is to be held on 7 November 2018 at 108 Outram Street, West Perth, Western Australia commencing at 3.00pm (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting ( Notice ).

Terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

Time and Place of Meeting

Notice is given that the Meeting will be held at 3:00pm (WST) on 7 November 2018 at:

108 Outram Street West Perth, Western Australia

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2018

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 including the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report as set out in the Company’s Annual Report.

Resolution 1 – Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following 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 to adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2018."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

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.

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Resolution 2 – Re-election of Director – Dr Brendan de Kauwe

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

“That, for the purpose of clause 14.2 of the Company’s Constitution and for all other purposes, Dr Brendan de Kauwe, a Director, retires by rotation, and being eligible, is reelected as a Director.”

Resolution 3 – Ratification of issue of 16,000,000 Shares

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,000,000 Shares to Acuity Capital Limited (or its nominee) 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 Acuity Capital Limited (or its nominee) or any associates of those persons. However, the Company need not disregard a vote if the vote is cast by such a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair 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.

Resolution 4 – Re-adoption of Performance Rights Plan

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 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to re-adopt the Plan and for the issue of securities under the Plan, 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 any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, or any associates of those Directors. 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.

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.

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Resolution 5 – Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass with or without amendment, as a special Resolution the following:

"That, for the purpose of Listing Rule 7.1A and all other purposes, the Company approves the issue of 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 Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Equity Securities under this Resolution (except a benefit solely by reason of being a holder of ordinary securities), or any associates of 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.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Shannon Coates Company Secretary

5 October 2018

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How to vote

Shareholders can vote by either:

• attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person or by post.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

• A Shareholder who is entitled to attend and cast two or more votes may appoint two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed, and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies in accordance with section 249X of the Corporations Act (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy holder votes, they must cast all directed proxies as directed.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolutions 1 and 4 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• Should any Resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that Resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are

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the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chair of the meeting as their proxy to vote on their behalf, who must vote the proxies as directed.

• Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular Resolution and, if it does the proxy need not vote on a show of hands, but if the proxy does so the proxy must vote that way (i.e. as directed); and if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands and if the proxy is the Chair of the meeting at which the Resolution is voted on, the proxy must vote on a poll and must vote that way (i.e. as directed) and if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

• Section 250BC of the Corporations Act provides that if an appointment of a proxy specified the way the proxy is to vote on a particular Resolution at a meeting of the Company’s members and the appointed proxy is not the Chair of the meeting and at the meeting, a poll is duly demanded on the Resolution and either the proxy is not recorded as attending the meeting or the proxy does not vote on the Resolution, the Chair of the meeting is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution of the meeting.

• To be effective, proxies must be lodged by 3.00pm (WST) on 5 November 2018. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• (a) by mailing a completed proxy form to Automic, PO Box 2226, Strawberry Hills, New South Wales 2012; or

• (b) by returning a completed proxy form in person to Automic, Level 29, 201 Elizabeth Street, Sydney, New South Wales 2000.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 3.00pm (WST) on 5 November 2018. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (WST) on 5 November 2018.

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OOKAMI LIMITED ACN 009 081 770

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the 2018 Annual General Meeting of Ookami Limited ( Company ).

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2018

The first item of the Notice deals with the consolidated annual financial report of the Company for the financial year ended 30 June 2018 together with the Directors’ declaration, the Directors’ report, the Remuneration Report and the auditor’s report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The reports are available on the Company’s website at https://ookami.com.au/announcements/

No Resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chair will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

The Directors’ report for the year ended 30 June 2018 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and key executives of the Company. 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, section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation. The remuneration report is part of the Directors’ report contained in the annual financial

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report of the Company for a financial year.

The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.

Voting consequences

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 ( Strike ) 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.

The Company's Remuneration Report did not receive a Strike at the 2017 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2019 annual general meeting, this may result in the re-election of the Board.

Voting Restriction

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member.

3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

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RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR BRENDAN DE KAUWE

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

Dr de Kauwe having served as a director since 5 June 2015, retires by rotation and seeks re-election.

Dr Brendan de Kauwe BDSc (UWA), Grad Dip App Fin, Dip Music Industry

Dr de Kauwe studied a Bachelor of Science and Bachelor of Dental Surgery from the University of Western Australia. He also holds a Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is an ASIC compliant (RG146) Securities Advisor.

Dr de Kauwe is a Director of Otsana Capital, a corporate advisory firm, with vast experience in corporate restructuring and recapitalisations, mergers and acquisitions, IPO/RTO and capital markets. Dr de Kauwe’s corporate experience, coupled with his extensive technology, science and bio-medical background gives him an integral understanding in the evaluation and execution of projects and assets over a diverse range of sectors. He is also a Director of G Medical Innovations Holdings Ltd (ASX: GMV).

Independence

Dr de Kauwe has no interests, position association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company and its security holders generally.

If elected the Board considers Dr de Kauwe an independent director.

Board Recommendation

The Board (excluding Dr de Kauwe) supports the re-election of Dr de Kauwe and recommends that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – RATIFICATION OF ISSUE OF 16,000,000 SHARES

Background

On 21 September 2018, the Company issued 16,000,000 Shares for nil cash consideration to Acuity Capital Investment Management, a nominee of Acuity Capital Limited ( Acuity Capital ), pursuant to the Controlled Placement Agreement ( CPA ), as announced on that same day. The CPA provides the Company with up to $2 million of standby equity capital over the coming 28-month period. Importantly, the Company retains full control of all aspects the placement process, including having sole discretion as to whether or not to utilise the CPA, the quantum of issued shares, the minimum issue price of shares and the timing of each placement tranche (if any). There are no requirements on the Company to utilise the CPA and the Company may terminate the CPA at any time, without cost or penalty. Acuity Capital and the CPA do not place any restrictions at any time on the Company securing debt or raising capital through other methods.

If the Company does decide to utilise the CPA, the Company is able to set a floor price (at its sole discretion) and the final issue price will be calculated as the greater of that floor price set by the Company and a 10% discount to a Volume Weighted Average Price ( VWAP ) over a period of the Company's choosing (again at the sole discretion of

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the Company). As collateral for the CPA, the Company issued 16,000,000 shares from its ASX Listing Rule 7.1 capacity, at nil cash consideration to Acuity Capital ( Collateral Shares ) but may, at any time, cancel the CPA and buy back the Collateral Shares for no consideration (subject to shareholder approval).

ASX Listing Rules 7.1 and 7.4

ASX Listing Rule 7.1 broadly provides that a company may issue Equity Securities up to 15% of its issued capital in any 12 month period without shareholder approval. Prior shareholder approval is required if the issue or agreement to issue (when aggregated with other issues of equity securities made in the previous 12 months without shareholder approval) will exceed the 15% limit.

ASX Listing Rule 7.4 permits the ratification of securities issued without shareholder approval under 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. The purpose of such ratification is to restore the company’s power to issue further securities without shareholder approval within the 15% limit.

Accordingly, Resolution 3 seeks Shareholder ratification of the issue of the Collateral Shares under ASX Listing Rule 7.4 to provide flexibility for the Company to issue equity securities in the future under the 15% placement capacity under ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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 the issue of the Collateral Shares the subject of this Resolution:

• (a) a total of 16,000,000 Shares were issued for nil cash consideration;

• (b) the Collateral Shares issued are fully paid ordinary shares in the capital of the Company and rank equally with the Company’s existing Shares;

• (c) the Collateral Shares were issued to a nominee of Acuity Capital Limited pursuant to the CPA, neither of whom is a related party of the Company;

• (d) no funds were raised by the issue of the Collateral Shares; and

• (e) a voting exclusion statement has been included for the purposes of Resolution 3.

Directors’ Recommendation

The Board recommends Shareholders vote in favour of this Resolution.

RESOLUTION 4 – RE-ADOPTION OF PERFORMANCE RIGHTS PLAN

Resolution 4 seeks Shareholders' approval for the re-adoption of the Plan in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is above.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of

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3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to issue Performance Rights under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that a total of 38,000,000 Performance Rights have been issued under the Plan since it was previously approved by Shareholders in 2015.

The objective of the Plan is to attract, motivate and retain key Directors, employees and contractors and it is considered by the Company that the re-adoption of the Plan and the future issue of Performance Rights under the Plan will provide selected participants with the opportunity to participate in the future growth of the Company.

Any future issues of Performance Rights under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 1. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary (Ms Shannon Coates). Shareholders are invited to contact the Company if they have any queries or concerns.

RESOLUTION 5 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Background

Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1. A summary of the ASX Listing Rule 7.1 is set out above.

An entity will be eligible to seek approval under Listing Rule 7.1A if: (a) the entity has a market capitalisation of $300 million or less; and (b) the entity is not included in the S&PASX 300 Index. The Company is an Eligible Entity for the purposes of Listing Rule 7.1A as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $6,554,790, as at 25 September 2018.

If Shareholders approve Resolution 5, the number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula set out in Listing Rule 7.1A.2 (as set out below).

The Company is putting Resolution 5 to Shareholders to seek approval to issue additional Equity Securities under the Additional 10% Placement Capacity. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied as set out in this Resolution below.

Listing Rule 7.1A

The effect of Resolution 5 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below), without subsequent Shareholder approval and without using the Company’s 15% placement capacity under Listing Rule 7.1.

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Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice the Company has one class of quoted Equity Securities on issue, being the Shares (ASX Code: OOK).

Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A at the time of issue of the Equity Securities. The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Resolution 5 is a special Resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to this Resolution 5 is provided to Shareholders for the purposes of Listing Rule 7.3A:

• (a) Minimum Price: The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities in that class over the 15 Trading Days on which shares 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

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• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

If the Equity Securities are issued for non-cash consideration, then, In accordance with the Listing Rules, the Company will provide a valuation of the non-cash consideration to the market that demonstrates that the issue price of the securities complies with Listing Rule 7.1A.3.

(b) Risk of economic and voting dilution: If Resolution 5 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is also a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Shares on issue as at the date of this Notice.

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.

The table shows:

• (i) examples of where Variable A is at its current level and where Variable A has increased by 50% and by 100%;

• (ii) examples of where the issue price of ordinary securities is the current market price as at close of trade on 25 September 2018, being $0.02, (current market price), where the issue price is halved, and where it is doubled; and

• (iii) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

Variable A	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.01 Issue Price at half the current market price	$0.02 Issue Price at current market price	$0.04 Issue Price at double the current market price
Current Variable A 327,739,459 Shares	Shares issued – 10% voting dilution	32,773,945	32,773,945	32,773,945
	Funds raised	$327,739	$644,479	$1,310,958

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50% increase in current Variable A 491,609,189 Shares	Shares issued – 10% voting dilution	49,160,919	49,160,919	49,160,919
	Funds raised	$491,609	$983,218	$1,966,437
100% increase in current variable A 655,478,918 Shares	Shares issued – 10% voting dilution	65,547,892	65,547,892	65,547,892
	Funds raised	$655,479	$1,310,958	$2,621,916

*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:

• (i) There are currently 327,739,459 Shares on issue.

• (ii) The issue price set out above is the closing price of the Shares on the ASX on 25 September 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 or ratification under ASX Listing Rule 7.1.

• (v) No Options are exercised before the date of the issue of the Equity Securities.

• (vi) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised.

• (vii) 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%.

• (viii) 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.

Approval of the Additional 10% Placement Capacity will be valid from the date of the Annual General Meeting and will expire on the earlier of:

• (a) the date that is 12 months after the date of the Annual General Meeting; and

• (b) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), ( Additional Placement Period ) after which date, an approval under Listing Rule 7.1A ceases to be valid.

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

• (a) cash consideration. If Equity Securities are issued for cash consideration, the Company intends to use the funds for development of its existing assets, to acquire new assets or investments and/or general working capital purposes; or

• (b) non-cash consideration for the acquisition of new assets in, or complementary to, the fintech sector. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market.

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

The Company will determine the recipients at the time of the issue under the Additional 10% Placement Capacity, having regard to the following factors:

• (a) the prevailing market conditions at the time of the issue;

• (b) the purpose of the issue;

• (c) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by alternative means such as an entitlement offer, a placement and another offer where existing Shareholders may participate;

• (d) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of the proposed issued of Equity Securities;

• (e) the effect of the issue of the Equity Securities on the control of the Company;

• (f) the circumstances of the Company, including, but not limited to the financial situation and solvency of the Company; and

• (g) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The Company notes that:

• (a) the Board has formed no specific intentions to offer any placement to any existing Shareholders, class of Shareholders or any new investors;

• (b) the Board will always consider, prior to making any placement whether the raising of funds could be achieved by means of an entitlements issue to existing Shareholders; and

• (c) if any issue is announced, the Company would disclose its reasons for undertaking that particular issue rather than an entitlements issue to existing shareholders, should that occur.

The recipients under the Additional 10% Placement Capacity have not been determined as at the date of this Notice. They may, however, include current Shareholders, substantial Shareholders and/or new investors none of whom will be related parties (or their associates) of the Company.

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

A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

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

• (a) 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

• (b) the information required by Listing Rule 3.10.5A for release to the market.

Specific Information required by Listing Rule 7.3A.6:

Shareholder approval was granted to the Company under Listing Rule 7.1A at its 2017 Annual General Meeting. For the purposes of Listing Rule 7.3A.6, the Company informs Shareholders that it has not, in the 12 months preceding the date of this Annual General Meeting, issued any Equity Securities under Listing Rule 7.1A.

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of the 2018 Annual General Meeting are in the table below:

Date of Issue	Number of Securities	Type of Security	Recipient of Securities	Issue Price and any discount to Market Price1 (if applicable)	Consideration, Current Value2 & use of funds as at the date of this Notice
5/2/18	1,315,789	Shares3	Nominees of Cadmon Advisory	Nil issue price (nil cash consideration)	The Shares were issued as part consideration for corporate advisory services provided to the Company in relation to the Brontech transaction, and therefore no funds were raised as a result of the issue. Current Value: $26,315
16/2/18	2,250,270	Shares3	Holders of unquoted Options	$0.03 per Share, representing a discount of 57.15% to the Market Price on the date of issue	The Shares were issued on exercise of unquoted Options and raised a total of $67,508.10, which has been expended on software development and working capital.

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Date of Issue	Number of Securities	Type of Security	Recipient of Securities	Issue Price and any discount to Market Price1 (if applicable)	Consideration, Current Value2 & use of funds as at the date of this Notice
16/2/18	2,000,000	Shares3	Holders of unquoted Options	$0.02 per Share, representing a discount of 71.43% to the Market Price on the date of issue	The Shares were issued on exercise of unquoted Options and raised a total of $40,000, which has been expended on software development and working capital.
16/2/18	36,000,000	Shares3	Current Director Messrs Ismail, de Kauwe and former Director Mr Ntoumenopo ulos on conversion of Performance Rights	Nil issue price (nil cash consideration)	The Shares were issue on conversion of 12 m of each of Class A, Class B and Class C Performance Rights, and therefore no funds were raised as a result of the issue. Current Value: $720,000
19/3/18	5,000,000	Shares3	National Currency eXchange	Nil issue price (nil cash consideration)	The Shares were issued pursuant to a Collaboration and Development Agreement, and therefore no funds were raised as a result of the issue. Current Value: $100,000
19/3/18	11,111,111	Shares3	Sophisticated and professional investors	$0.045 per Share, representing a discount of 10% to the Market Price on the date of issue	A total of $500,000 was raised, with US$200,000 used for payment of development costs and investment into the National Currency eXchange Seed B capital raising and the balance used for working capital purposes.
19/3/18	1,200,000	Shares3	Dyamond Developments Pty Ltd	Nil issue price (nil cash consideration)	The Shares were issued as part consideration for investor relations consultancy services provided to the Company, and therefore no funds were raised as a result of the issue. Current Value: $24,000

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Date of Issue	Number of Securities	Type of Security	Recipient of Securities	Issue Price and any discount to Market Price1 (if applicable)	Consideration, Current Value2 & use of funds as at the date of this Notice
19/3/18	2,500,000	Unquoted Options4	Dyamond Developments Pty Ltd	Nil issue price (nil cash consideration)	The Options were issued as part consideration for investor relations consultancy services provided to the Company, and therefore no funds were raised as a result of the issue. Current Value: $51,160
4/9/18	2,000,000	Performance Rights5	Director, Ms Emilija Poposka Kardaleva	Nil issue price (nil cash consideration)	The Performance Rights were issued as Director incentives (as approved by Shareholders at the general meeting on 8 August 2018), and therefore no funds were raised as a result of the issue. Current Value: $17,933
4/9/18	2,000,000	Unquoted Options6	Finind Pty Ltd	Nil issue price (nil cash consideration)	The Options were issued as part consideration for investor relations consultancy services provided to the Company, and therefore no funds were raised as a result of the issue. Current Value: $18,840
21/9/18	16,000,000	Shares3	Nominee of Acuity Capital Limited	Nil issue price (nil cash consideration)	The Shares were issued pursuant to the Controlled Placement Agreement, and therefore no funds were raised as a result of the issue. Current Value: $320,000

Notes:

1. "Market Price" means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. In respect of quoted Equity Securities the "Current Value" is based on the closing price of the Shares ($0.02) on ASX on 25 September 2018. The value of unquoted Options and Performance Rights is measured using the Monte Carlo pricing model. Measurement inputs include the Share price on the measurement date, the exercise

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price, the term of the security, the impact of dilution, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend yield and the risk free interest rate for the term of the security. No account is taken of any performance conditions included in the terms of the security other than market based performance conditions (i.e. conditions linked to the price of Shares).

1. Fully paid ordinary shares in the capital of the Company (ASX Code: OOK). Rights and liabilities are set out in the Constitution.

2. Unquoted Options exercisable at $0.02 each on or before 3 September 2019.

3. Comprised of:

4. (a) 1,000,000 Performance Rights vesting if the Company’s 10 day volume weighted average Share price meets or exceeds $0.06 at any time in the 18 months after the date of issue; and

5. (b) 1,000,000 Performance Rights vesting if the Company’s 10 day volume weighted average Share price meets or exceeds $0.08 at any time in the 18 months after the date of issue.

6. Unquoted Options exercisable at $0.03 each on or before 3 September 2020 and vesting if the Company's 10 day volume weighted average Share price increases to $0.06 or higher at any time prior to 3 September 2020.

Directors’ Recommendation

The Board recommends Shareholders vote in favour of this Resolution.

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GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

"Additional 10% Placement Capacity" has the meaning given on page 10 of this Explanatory Statement;

"Additional Placement Period" has the meaning given on page 13 of this Explanatory Statement;

“Annual General Meeting” means the annual general meeting the subject of the Notice;

“Annual Report” means the annual financial report of the Company for the year ended 30 June 2018;

“ASIC” means the Australian Securities and Investments Commission.

“ASX” means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“Board” means the board of Directors;

“Chair” means the person appointed to chair 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 Ookami Limited (ACN 009 081 770);

“Constitution” means the constitution of the Company;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director" means a director of the Company;

“Equity Security” has the same meaning as in the Listing Rules and “Equity Securities” has the corresponding meaning;

“Explanatory Statement” means this explanatory statement accompanying the Notice;

“Key Management Personnel” has the meaning given to that term 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

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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;

“Listing Rules” means the Listing Rules of the ASX;

“Meeting” means the annual general meeting the subject of this Notice;

“Notice” or “Notice of Meeting” means the notice of annual general meeting accompanying this Explanatory Statement;

“Option” means an option to acquire a Share.

“Performance Right” means a right issued under the Plan, subject to vesting conditions entitles the holder, once vested, on exercise, to the issue of one Share.

“Plan” means the Company’s Performance Rights Plan which was previously approved by Shareholders on 24 December 2015, a summary of which is set out in Schedule 1.

“Remuneration Report” means the remuneration report set out in the Director’s report section of the Company’s Annual Report;

“Restricted Voter” means Key Management Personnel and their Closely Related Parties;

“Resolution” means a Resolution the subject of the Notice;

“Share” means an ordinary fully paid share in the capital of the Company;

“Shareholder” means a holder of a Share.

“Trading Day” means a day determined by ASX to be a trading day in accordance with the Listing Rules;

“WST” means Australian Western Standard Time.

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SCHEDULE 1 – SUMMARY OF PERFORMANCE RIGHTS PLAN

• (a) Eligible Participants : A Director, full time, part time or casual employee of any Group Company and certain contractors (current or prospective) who is declared by the Board to be eligible to receive grants of Performance Rights under the Incentive Rights Plan.

• (b) Offers : The Board may, from time to time, at its absolute discretion, make an offer to an Eligible Participant under the Incentive Rights Plan to apply for up to a specified number of Performance Rights, upon the terms of the Incentive Rights Plan and on such additional terms and conditions as the Board determines.

• (c) Performance Rights : Each Performance Right, once vested, entitles the holder, on exercise, to the issue of one Share.

• (d) Limit on Offers : The Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Performance Rights offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.

• (e) Not transferrable : Performance Rights are only transferrable in special circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death to the participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

• (f) Vesting Conditions : A Performance Right may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the offer for the Performance Right.

• (g) Vesting : A Performance Right will vest where Vesting Conditions are satisfied or where, despite Vesting Conditions not being satisfied, the Board (in its absolute discretion) resolves that unvested Performance Rights have vested as a result of:

• (i) a Relevant Personal ceasing to be an Eligible Participant due to special circumstances;

• (ii) a Relevant Person suffering severe financial hardship;

• (iii) a change of control occurring or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (h) Exercise of vested Performance Right : A Participant may, subject to the terms of any offer, exercise any vested Performance Right at any time after the Board notifies that the Performance Right has vested and before it lapses.

• (i) Issue of Shares: Subject to the Corporations Act, the ASX Listing Rules, the Incentive Rights Plan and the terms of any offer under the Incentive Rights Plan, within 10 days of receipt of a valid notice of exercise for Performance Rights, the Board must issue or transfer one (1) Share, free of encumbrances, to the

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Participant or his or her personal representative for each Performance Right exercised.

(j) Lapse of a Performance Right : A Performance Right will lapse upon the earlier to occur of:

• (i) an unauthorised dealing in, or hedging of, the Performance Right;

• (ii) a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to vest the Performance Right under a good leaver exception (eg due to death, total and permanent disability, retirement or redundancy or financial hardship) or change of control event;

• (iii) in respect of unvested Performance Rights only, where a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right under a good leaver exception or change of control event or resolves to allow the unvested Performance Right to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) in respect of a vested Performance Right only, where a Relevant Person ceases to be an Eligible Participant and the Performance Right granted is not exercised within one (1) month of the date the Relevant Person ceases to be an Eligible Participant;

• (v) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant;

• (vi) the Company undergoes a change in control or winding up, and the Board does not exercise its discretion to vest the Performance Right; and

• (vii) the expiry date of the Performance Right.

• (k) Shares : All shares issued under the Incentive Rights Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

• (l) Quotation of Shares : If Shares of the same class as those allotted under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.

• (m) Share Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Performance Rights ( Restricted Shares ), up to a maximum of seven (7) years from the Grant Date of the Performance Rights ( Restriction Period ). Other than any Restriction Period, there will be no transfer restrictions on Shares issued or transferred under the Incentive Rights Plan unless the sale, transfer or disposal would require the preparation of a disclosure document. The Company will issue, where required to enable Shares issued or transferred on exercise of Performance Rights to be freely tradeable on the ASX, a cleansing statement at the time the shares are issued.

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• (n) No Participation Rights : There are no participating rights or entitlements inherent in the Performance Rights and participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (o) No Change : A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised.

• (p) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (q) Deferred Taxation : Subdivision 83A-C of the Income Tax Assessment Act 1997 applies to Performance Rights granted under the Plan except to the extent an offer provides otherwise.

• (r) Amendments : Subject to express restrictions set out in the Incentive Rights Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Incentive Rights Plan, or the terms or conditions of any Performance Right granted under the Plan including giving any amendment retrospective effect.

• (s) Restrictions on amendments : Without the consent of the Participant, no amendment may be made to the terms of any granted Performance Right which reduced the rights of the Participant in respect of that Performance Right, other than an amendment introduced primarily:

• (i) for the purpose of complying with or conforming to present or future State or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

• (ii) to correct any manifest error or mistake; or

• (iii) to enable a member of the Group to comply with the Corporations Act, the ASX Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body

• (iv) to take into consideration possible adverse tax implications in respect of the Plan arising from, amongst others, adverse rulings from the Commissioner of Taxation, changes to tax legislation (including an official announcement by the Commonwealth of Australia) and/or changes in the interpretation of tax legislation by a court of competent jurisdiction.

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