FIRST LITHIUM LIMITED — AGM Information 2019

Oct 13, 2019

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Ookami Limited ACN 009 081 770

Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting

13 November 2019

Time of Meeting

10.00am (WST)

Place of Meeting 108 Outram Street West Perth WA 6005 Australia

A Proxy Form is enclosed

Please read this Notice of Annual General Meeting and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

Ookami Limited ACN 009 081 770

Notice of Annual General Meeting

NOTICE IS GIVEN that an Annual General Meeting of Shareholders of Ookami Limited ACN 009 081 770 ( Company ) will be held at 108 Outram Street, West Perth, Western Australia on 13 November 2019 at 10.00am (WST) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice. Terms used in the Resolutions contained in this Notice have the meaning given to them in the Glossary in the Explanatory Memorandum.

Agenda

Financial Reports

To receive and consider the financial report of the Company, together with the Directors’ Report and the Auditor's Report for the year ended 30 June 2019, as set out in the Annual Report.

Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass 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, the Remuneration Report for the year ended 30 June 2019 be adopted."

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 Memorandum for further details on the consequences of voting on this Resolution 1.

Voting exclusion statement : A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

However, a person described above may cast a vote on Resolution 1 if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chairman of the Meeting and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

• (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 1 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 1; or

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

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chairman to vote against Resolution 1 or to abstain from voting.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 2 – Re-election of Mr Faldi Ismail as a Director

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

" That, Mr Faldi Ismail, who retires in accordance with clause 14.2 of the Constitution and, being eligible for reelection, be re-elected as a Director. "

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Resolution 3 – Ratification of Shares issued to Acuity Capital

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

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue on 28 February 2019 of 13,000,000 Shares at an issue price of $0.0231 per Share and otherwise on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the issue the subject of Resolution 3 or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) 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.

Resolution 4 – Amendment to Constitution

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

"That, the Constitution of the Company be amended as set out in the amended Constitution tabled at the Meeting and signed by the Chairman of the Meeting for the purposes of identification (excluding the renewal of the proportional takeover provisions, which are subject to separate approval under Resolution 5). ”

Resolution 5 – Renewal of proportional takeover approval provisions

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

"That, the proportional takeover approval provisions contained in clause 36 of the Company’s Constitution and set out in Annexure B be renewed for a period of three years commencing on the date this resolution is passed. ”

Resolution 6 – Approval of Additional 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 all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

Voting exclusion statement : : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities)or an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) 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

Stephen Buckley Company Secretary

Dated: 7 October 2019

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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 and by submitting their Proxy Form online, by mobile, by post or by facsimile.

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 their attendance recorded. A certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

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. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with, or presented to the Company before the Meeting.

Voting by proxy

• A Shareholder entitled to attend and vote is entitled to appoint not more than 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 (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 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 Resolution 1 if the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• A Shareholder who returns their Proxy Form with a direction how to vote, but does not nominate the identity of their proxy, will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned with a direction how to vote, but the nominated proxy (who is not the Chairman of the Meeting) does not attend the Meeting or does not vote on the relevant Resolution(s), the Chairman of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions.

•  Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

• Proxies must be received by 10.00am (WST) on 11 November 2019 . Proxies received after this time will be invalid.

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

Online :

https://investor.automic.com.au/#/loginsah

• By mobile : Scan the QR Code on your proxy form and follow the prompts.

• By mail :

Automic Registry Services

GPO Box 5193

Sydney NSW 2000 Australia

• By email :

meetings@automicgroup.com.au

• By facsimile

• +61 (0)2 8583 3040

• For all enquiries call:

• (within Australia) 1300 288 664

(outside Australia) +61 2 9698 5414

Shareholders who are entitled to vote

In accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations, 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 11 November 2019.

• 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

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Ookami Limited ACN 009 081 770

Explanatory Memorandum

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

Financial Reports

The Board is required to lay before the Meeting the consolidated annual financial report of the Company for the financial year ended 30 June 2019, together with the Directors' report (including the Remuneration Report) and the Auditor's Report on the financial report. No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions, and to make comments on the reports and on the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative 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 the financial statements; and the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

A copy of the Company’s 2019 Annual Report is available on the ASX website or at https://ookami.com.au/announcements/.

Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as set out in the Company's 2019 Annual Report be adopted. 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 equity-based compensation.

Shareholders are entitled to vote on the question as to whether the Remuneration Report is to be adopted. However, the vote on Resolution 1 is advisory only and does not bind the Directors or the Company. The Chairman will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the Meeting.

Under the Corporations Act, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than any Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The Remuneration Report for the financial year ended 30 June 2018 did not receive a vote of more than 25% against its adoption at the Company’s 2018 annual general meeting held on 7 November 2018. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

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Resolution 2 – Re-election of Mr Faldi Ismail as a Director

Pursuant to Clause 14.2 of the Company's Constitution, Faldi Ismail, being a Director and the Company's NonExecutive Chairman, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Faldi is an experienced corporate advisor who specialises in the restructure and recapitalisation of a wide range of ASX-listed companies. He has many years of investment banking experience and has advised on numerous cross border transactions including capital raisings, structuring of acquisitions and joint ventures overseas. Mr Ismail holds a Bachelor of Business (Accounting & Finance).

Mr Ismail is currently a director of Asiamet Resources Limited, listed in London on the AIM exchange.

Mr Ismail was appointed to the Board as a Director on 5 June 2015. The Board considers that Mr Ismail, if re-elected, will continue to be classified as a non-independent director of Company. Mr Ismail is not considered independent as he is a substantial shareholder of the Company and is associated with companies that provide various corporate, capital raising and accounting related services to the Company at commercial rates.

The members of the Board (in the absence of Mr Ismail) support the re-election of Mr Ismail as a director of the Company.

Resolution 3 – Ratification of issue of Shares to Acuity Capital

Background

As announced to ASX on 21 September 2018, the Company entered into a Controlled Placement Agreement ( CPA ) with Acuity Capital Investment Management Pty Ltd as trustee for the Acuity Capital Holdings Trust. The CPA provides the Company with up to $2 million of standby equity capital over approximately a 28 month period. Under the CPA, the Company controls all aspects of the placement process, including the quantum of Shares issued, the issue price and the timing of each placement tranche (if any).

As announced to ASX on 28 February 2019, pursuant to the CPA, the Company issued 13,000,000 Shares at an issue price of $0.0231 per Share to Acuity Capital using the Company's Listing Rule 7.1 capacity ( Placement ). The Placement raised $300,000 inclusive of costs.

Listing Rule 7.4 and 7.5

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval under Listing Rule 7.1, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company’s maximum discretionary power to issue further securities up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 3 seeks ratification under Listing Rule 7.4 of the issue of the Shares under the Placement in order to restore the ability of the Company to issue further securities within the 15% limit during the next 12 months.

The following information in relation to Resolution 3 is provided to Shareholders for the purposes of Listing Rule 7.5:

The number of securities issued	13,000,000 Shares were issued under the Company’s 7.1 placement capacity.
The price at which the securities were issued	The Shares were issued at an issue price of $0.0231 per Share.
The terms of the securities	The Shares are ordinary fully paid shares issued in the capital of the Company and rank equally in all respects with existing Shares.
The name of the persons to whom the Company issued the securities or the basis on which those persons were determined	The Shares were issued to Acuity Capital.
The use (or intended use) of the funds raised	The funds raised were used for the purposes of working capital and costs associated with due diligence and evaluation of potential synergistic

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	acquisitions.
A voting exclusion statement	A voting exclusion is included in the Notice in relation to Resolution 3.

Resolution 4 – Amendment to Constitution

Background

Resolution 4 seeks Shareholder approval to amend the Company's Constitution.

ASX proposes to make changes to its escrow regime with effect from 1 December 2019. Under proposed amended Listing Rule 15.12, for so long as a listed entity has any restricted securities on issue, its constitution must provide for each of the following:

• a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• if the securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the entity’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;

• the entity will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX;

• a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and

• if a holder of restricted securities breaches a restriction deed or a provision of the entity’s constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

These requirements will provide the constitutional underpinning for ASX’s modified escrow regime. As noted above, the changes to Listing Rule 15.12 are proposed take effect from 1 December 2019 and will apply to the entities admitted to the official list, or that issue restricted securities, on or after that date. The changes will also apply to any listed entity that on or after 1 December 2019:

• undertakes a transaction requiring re-compliance with Chapters 1 and 2 of the Listing Rules under Listing Rule 11.1.3 involving the issue of restricted securities; and

• issues restricted securities to a party referred to in Listing Rule 10.1 for the acquisition of a substantial classified asset from that party.

As the Company has communicated via various ASX releases, and most recently on 20 September 2019, the Company will remain suspended until it is able to either successfully complete a transaction requiring re-compliance with Chapters 1 and 2 of the Listing Rules or it terminates the proposed acquisition of a well-established Australian based fintech business and ASX determines that it is appropriate to reinstate the Company's securities to trading.

Given that the Company may undertake a transaction requiring re-compliance with Chapters 1 and 2 of the Listing Rules under Listing Rule 11.1.3 involving the issue of restricted securities after 1 December 2019, the Board considers it appropriate to amend the Company's Constitution to comply with the proposed changes to Listing Rule 15.12.

Under section 136 of the Corporations Act, Shareholders must pass a special resolution to amend the Constitution. Accordingly, Resolution 4 is a special resolution, requiring approval of 75% of the votes cast by Shareholders entitled to vote on the resolution in order to be passed.

The proposed amendments to clause 2.12 of the Constitution are set out in Annexure A to this Explanatory Memorandum. The Constitution also contains a number of cross-referencing errors commencing at clause 12 of the Constitution. Approval is also sought to correct these cross-referencing errors via Resolution 4.

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Copies of the current Constitution and amended Constitution marked-up to show the proposed changes are available for perusal by Shareholders at the Company's registered office or via the Company's website at www.ookami.com.au

Recommendation

The Directors unanimously recommend that Shareholders vote in favour of the amendments to the Constitution. If Resolution 4 is approved, the Constitution will be amended from the close of the Meeting.

Resolution 5 – Renewal of proportional takeover approval provisions

Background

A proportional takeover bid is an off-market takeover bid for a specified proportion of the securities in the bid class, rather than a bid for the security holders entire holding.

Clause 36 of the Company’s Constitution contains provisions dealing with proportional takeover bids for the Company’s securities. The provisions are designed to assist security holders receive proper value for their securities if a proportional takeover bid is made for the Company.

Under the Corporations Act, these provisions must be renewed every three years or they will cease to have effect. The current provisions ceased to have effect on 24 December 2018. Accordingly, the provisions need to be renewed if they are to apply to any future proportional takeover bids made for the Company. If the provisions are renewed by Shareholders at this Meeting, they will operate for three years from the date Resolution 5 is passed.

Resolution 5 seeks Shareholder approval to renew clause 36 of the Company’s Constitution for a three-year period in accordance with section 648G of the Corporations Act and the Constitution.

Shareholders are provided with the following information in relation to Resolution 5, in compliance with section 648G(5) of the Corporations Act:

Effect of the proportional takeover provisions in the Constitution that it is proposed be renewed

Clause 36 in the Company’s Constitution states that if a proportional takeover bid is made for the Company (i.e. a bid for less than 100% of each holder’s holding in the bid class of securities), the Directors must submit to holders of the bid class securities a resolution to approve the proportional bid (Prescribed Resolution). The Prescribed Resolution must be voted on at least 14 days before the last day of the bid period closes (Resolution Deadline). The Prescribed Resolution is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected. Each person (other than the bidder and its associates) who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote. If the Prescribed Resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and the bid will be taken to have been withdrawn. If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the Corporations Act and the Company’s Constitution. The Directors will breach the Corporations Act if they fail to ensure the Prescribed Resolution is voted on. However, the bid will be taken to have been approved if the Prescribed Resolution is not voted on by the Resolution Deadline. The provisions of clause 36 of the Company’s Constitution do not apply to full takeover bids and will only apply for three years after approval. The provisions can be further renewed by special resolution.

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Reasons for renewing the proportional takeover provisions	The Directors consider it appropriate for Shareholders to decide whether they wish to have proportional takeover approval provisions in the Constitution. If the proportional takeover approval provisions in the Constitution are not renewed, a proportional takeover bid may enable control of the Company to pass without Shareholders having the opportunity to sell all their shares to the bidder. Shareholders may therefore be exposed to the risk of being left as a minority in the Company. If the Shareholders considered that control of the Company was likely to pass under any takeover bid, they could be placed under pressure to accept the offer even if they do not want control of the Company to pass to the bidder. Shareholders may also be exposed to the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium for their shares. Resolution 5 seeks renewal of the proportional takeover provisions as the provisions decrease these risks because they allow Shareholders to decide whether a proportional takeover bid is acceptable and should be permitted to proceed. As noted above, the bidder and its associates would not be permitted to vote on the Prescribed Resolution and thereby influence the outcome.
No knowledge of any acquisition proposals	As at the date of this Notice, no Director is aware of a proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Review of proportional takeover provisions	While proportional takeover approval provisions have previously been in force under the Company’s Constitution, there have been no full or proportional takeover bids for the Company. Therefore, there is no example against which to review the advantages or disadvantages of the provisions for the Directors and the Shareholders.
Potential advantages and disadvantages of the provisions for Directors	If the Directors consider that a proportional takeover bid should be opposed, they will be assisted in preventing the bidder from securing control of the Company if the bidder needs a majority of the votes cast by the independent Shareholders before it can succeed. On the other hand, if a proportional takeover bid is commenced, the Directors must seek the Shareholders’ views. They must do so even though the Directors believe that the bid should be accepted. In the absence of the proportional takeover approval provisions, it is only the Directors who express, on behalf of the Company, any formal view on the adequacy or otherwise of a proportional takeover bid. Under the approval mechanism in clause 36 of the Company’s Constitution, the most effective view on a proportional takeover bid will become the view expressed by the vote of the Shareholders themselves.
Potential advantages and disadvantages of the provisions for Shareholders	The potentialadvantagesof the proportional takeover approval provisions for Shareholders include: • Shareholders will have the right to decide by majority vote whether an offer under a proportional takeover bid should proceed. • The provisions may help shareholders avoid being locked in as a minority. • The existence of the provisions in the Constitution may make a full bid more probable than a proportional bid. • The provisions may increase the bargaining power of the Shareholders, encouraginga bidder to set its offerprice and

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conditions at a level that will be attractive to the Shareholders who vote. • Knowing the view of the majority of Shareholders may help each individual Shareholder assess the likely outcome of the proportional takeover bid and to decide whether to accept or reject the offer. The potential disadvantages of the proportional takeover approval provisions for Shareholders include:

• Potential bidders may be discouraged from making a proportional takeover bid, reducing the opportunity for Shareholders to sell a portion of their holding.

• • It is possible (though in the opinion of the Board, unlikely) that the existence of the provisions might have an adverse effect on the market value of the Company’s shares by making a proportional takeover bid less likely, and consequently reducing any takeover speculation element in the share price.

• • An increased likelihood that a proportional takeover bid would not be successful.

• • An individual Shareholder who wishes to accept a proportional takeover bid will be unable to sell to the bidder unless a majority of Shareholders favour the proportional takeover bid.

• • The provisions may be considered by some Shareholders as an unreasonable restriction on their ability to freely deal with their shares.

The Board considers that the potential advantages for Shareholders of the proportional takeover approval provisions outweigh the potential disadvantages. In particular, Shareholders as a whole are able to decide whether or not a proportional takeover bid is successful.

Recommendation

The reasons why the Board has proposed that the provisions in the Constitution that provide for Shareholder approval on proportional takeover bids should be renewed are set out above as the potential advantages of the provisions. The Directors consider that the advantages associated with the proportional takeover provisions outweigh the disadvantages. The Directors consider that Shareholders should have the power to decide whether or not a proportional takeover bid is successful.

Furthermore, the Directors believe that the approval procedure set out in clause 36 of the Constitution is the best procedure available to Shareholders to ensure that they are not forced to accept a proportional takeover bid, even though they do not wish the bidder to obtain control of the Company.

The Board therefore considers Resolution 5, renewing clause 36 of the Constitution to be in the interests of Shareholders, and unanimously recommends that Shareholders vote in favour of Resolution 5.

Resolution 6 – Approval of Additional 10% Placement Capacity

Background

In addition to a company’s 15% placement capacity under Listing Rule 7.1, an “eligible entity” which has obtained Shareholder approval for the purposes of Listing Rule 7.1A via a special resolution may issue, or agree to issue, Equity Securities up to 10% of its issued share capital over a 12-month period after the annual general meeting at which the approval is sought ( Additional 10% Placement Capacity ).

An entity will be an “eligible entity” able to seek approval under Listing Rule 7.1A if:

• (a) the entity has a market capitalisation of $300 million or less; and

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(b) the entity is not included in the S&P ASX 300 Index.

The Company has a market capitalisation of approximately $7.5 million as at 27 September 2019 and is an eligible entity for the purposes of Listing Rule 7.1A.

Resolution 6 seeks Shareholders’ approval to issue additional Equity Securities under the Additional 10% Placement Capacity. The approval of the Additional 10% Placement Capacity provides greater flexibility for the Board to issue, or agree to issue, Shares in the 12-month period following the Meeting. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards working capital, development of the Company's existing assets, to acquire new assets and evaluation of potential synergistic opportunities.

If passed, Resolution 6 will allow the Company to issue, or agree to issue, Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.1A

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 quoted Shares on issue.

As at the date of this Notice, the Company has 340,739,459 Shares on issue. Therefore, based on the number of Shares on issue as at the date of this Notice and subject to Shareholders approving Resolution 6, the Company may issue 34,073,945 Equity Securities in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities that may be issued under the Additional 10% Placement Capacity is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue, or the agreement to issue, the Equity Securities. That formula is:

(A x D) – E

A

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

• (a) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;

• (b) plus the number of partly paid Shares that became fully paid in the 12 months;

• (c) plus the number of fully paid Shares issued in the 12 months with approval of Shareholders under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Shares under the Company’s 15% placement capacity without Shareholder approval; and

• (d) less the number of fully paid Shares cancelled in the 12 months.

Note that ‘A’ is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D

is 10%.

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

Shareholders will be informed of any issue of Equity Securities under the Additional 10% Placement Capacity as the Company will disclose to the market at the time of issue the specific information required by Listing Rule 3.10.5A (such as details of dilution of existing Shareholders) in addition to information required by Listing Rule 7.1A.4, Appendix 3B and any other applicable Listing Rules. The table below demonstrates various examples as to the number of Equity Securities that may be issued using the Additional 10% Placement Capacity.

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	Number of Shares	Dilution	Dilution	Dilution
	issued and funds	Issue Price at	Issue Price at	Issue Price at
	raised under the
		half the current	current market	double the
	Additional 10%
		market price	price $0.022	current market
	Placement Capacity
	and dilution effect	$0.011		price $0.044
Current Variable ‘A’	Shares issued	34,073,945	34,073,945	34,073,945
340,739,459 Shares	Funds raised	$374,813	$749,626	$1,499,253
	Dilution	10%	10%	10%
50% increase in	Shares issued	51,110,918	51,110,918	51,110,918
current Variable ‘A’	Funds raised	$562,220	$1,124,440	$2,248,880
511,109,188 Shares
	Dilution	10%	10%	10%
100% increase in	Shares issued	68,147,891	68,147,891	68,147,891
current variable ‘A’	Funds raised	$749,626	$1,499,253	$2,998,507
681,478,918 Shares
	Dilution	10%	10%	10%

Note : The table above assumes:

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

• (b) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares.

• (c) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

• (d) The current market price used in the table is $0.022, being the last closing price of Shares on ASX on 3 April 2019 prior to the Company's current voluntary suspension.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

Resolution 6 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) to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to the Shares proposed to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

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 over the 15 Trading Days on which trades in the class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed; or (b) if the Equity Securities are not issued within five Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

Potential risk of economic and voting dilution

If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, Shareholders who do not participate (either because they are not invited to participate or because they elect not toparticipate)in anysuch issue, will have their existinginterest and voting power in

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	the Company diluted. There is also a risk that: (a) 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; (b) 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; or (c) the Equity Securities may be issued for non-cash consideration, which may have an effect on the amount of funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity. The table above on page 4 shows the dilution of existing Shareholders upon the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity, using different variables for the number of ordinary securities for variable ‘A’ (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable ‘A’ is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities. The table shows: (a) examples of where variable ‘A’ is at its current level, and where variable ‘A’ has increased by 50% and by 100%; (b) examples of where the issue price of Shares is the current market price ($0.022) (being the price of Shares on ASX as at close of trade on 3 April 2019, being the last closing price immediately prior to the Company's current voluntary suspension), where the issue price is halved, and where it is doubled; and (c) that 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.
Timing of potential issues	Approval of the Additional 10% Placement Capacity will be valid during the period (Additional Placement Period) from the date of the Meeting and will expire on the earlier of: (a) the date that is 12 months after the date of the 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).
Purpose of potential issues	The Company may seek to issue the Equity Securities for the following purposes: (a) 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; and (b) If Equity Securities are issued for 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.3 and 3.10.5A upon issue of any Equity Securities.
Allocation policy	The identity of the persons to whom Equity Securities will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities, including consideration of matters including, but not limited to: (a) 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 bymeans of an entitlement offer, or aplacement and an

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	entitlement offer; (b) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities; (c) the financial situation and solvency of the Company; and (d) advice from its professional advisers, including corporate, financial and broking advisers (if applicable). The persons to whom Equity Securities will be issued under the Additional 10% Placement Capacity have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company.
Previous approval under Listing Rule 7.1A	The Company previously obtained Shareholder approval under Listing Rule 7.1A on 7 November 2018. In the 12 months preceding the date of the Meeting, the Company has issued 13,000,000 Equity Securities which represents 3.27% of the total number of Equity Securities on issue at the commencement of that 12-month period. Annexure Csets out information in relation to each issue of Equity Securities in the 12 months preceding the date of the Meeting.
Voting exclusion statement	A voting exclusion statement is included in the Notice in relation to Resolution 6. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity, therefore no existing security holders’ votes would be excluded under the voting exclusion statement included in this Notice.

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Glossary

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act.

Additional 10% Placement Capacity has the meaning set out on page 6 of the Explanatory Memorandum.

Additional Placement Period has the meaning set out on page 9 of the Explanatory Memorandum.

Annexure A means the annexure to the Explanatory Memorandum marked A.

Annexure B means the annexure to the Explanatory Memorandum marked B.

Annexure C means the annexure to the Explanatory Memorandum marked C.

Annual Report means the annual report of the Company for the year ended 30 June 2019.

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company’s auditor from time to time.

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2019.

Board means the Directors.

Chairman means the individual elected to chair any meeting of the Company from time to time.

Child Entity has the meaning given to that term in the Listing Rules.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Ookami Limited ACN 009 081 770.

Constitution means the Company's constitution, as at the date of this Notice.

Directors means the directors of the Company.

Directors’ Report means the directors’ report set out in the Annual Report for the year ended 30 June 2019.

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

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the ASX Listing Rules.

Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting. Placement has the meaning set out on page 2 of the Explanatory Memorandum.

Remuneration Report means the remuneration report set out in the Annual Report for the financial year ended 30 June 2019.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 1 of the Explanatory Memorandum.

Spill Resolution the meaning set out on page 1 of the Explanatory Memorandum.

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

Volume Weighted Average Market Price has the meaning given to that term in the Listing Rules.

WST means Australian Western Standard Time.

Corporations Act means Corporations Act 2001 (Cth). CPA has the meaning set out on page 2 of the Explanatory Memorandum.

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Annexure A – Proposed amendments to Constitution

Clause 1.1

Add the following definitions in clause 1.1:

Dispose has the meaning given to that term in the Listing Rules and Disposal has a corresponding meaning.

Holding Lock has the meaning given to that term in the Listing Rules.

Restriction Deed has the meaning given to that term in the Listing Rules.

Clause 2.12

Delete sub-clauses (a) to (c) of clause 2.12 of the Constitution in their entirety and replace with:

• (a) A holder of Restricted Securities must not Dispose of, or agree to Dispose of, the Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (b) If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company's issuer sponsored subregister and are to have a Holding Lock applied for the duration of the escrow period applicable to those securities.

• (c) The Company will refuse to acknowledge any Disposal (including without limitation to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (d) A holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX.

• (e) If a holder of Restricted Securities breaches a Restriction Deed or a provision of this Constitution restricting a Disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

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Annexure B – Proportional Takeover Provisions

36. PARTIAL TAKEOVER PLEBISCITES

36.1 Resolution to Approve Proportional Off-Market Bid

• (a) Where offers have been made under a proportional off-market bid in respect of a class of securities of the Company (“ bid class securities ”), the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the proportional off-market bid is prohibited unless and until a resolution (in this clause 36 referred to as a “ prescribed resolution ”) to approve the proportional off-market bid is passed in accordance with the provisions of this Constitution.

• (b) A person (other than the bidder or a person associated with the bidder) who, as at the end of the day on which the first offer under the proportional off-market bid was made, held bid class securities is entitled to vote on a prescribed resolution and, for the purposes of so voting, is entitled to one vote for each of the bid class securities.

• (c) A prescribed resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the prescribed resolution.

• (d) A prescribed resolution that has been voted on is to taken to have been passed if the proportion that the number of votes in favour of the prescribed resolution bears to the total number of votes on the prescribed resolution is greater than one half, and otherwise is taken to have been rejected.

36.2 Meetings

• (a) The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with modifications as the circumstances require, in relation to a meeting that is convened pursuant to this clause 36.2 as if the last mentioned meeting was a general meeting of the Company.

• (b) Where takeover offers have been made under a proportional off-market bid, the Directors are to ensure that a prescribed resolution to approve the proportional off-market bid is voted on in accordance with this clause 36 before the 14[th] day before the last day of the bid period for the proportional off-market bid (the “ resolution deadline ”).

36.3

Notice of Prescribed Resolution

Where a prescribed resolution to approve a proportional off-market bid is voted on in accordance with this clause 36 before the resolution deadline, the Company is, on or before the resolution deadline:

• (a) to give the bidder; and

• (b) if the Company is listed – each relevant financial market (as defined in the Corporations Act) in relation to the Company;

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a notice in writing stating that a prescribed resolution to approve the proportional off-market bid has been voted on and that the prescribed resolution has been passed, or has been rejected, as the case requires.

36.1 Takeover Resolution Deemed Passed

Where, at the end of the day before the resolution deadline, no prescribed resolution to approve the proportional off-market bid has been voted on in accordance with this clause 36, a resolution to approve the proportional off-market bid is to be, for the purposes of this clause 36, deemed to have been passed in accordance with this clause 36.

36.2 Takeover Resolution Rejected

Where a prescribed resolution to approve a proportional off-market bid under which offers have been made is voted on in accordance with this clause 36 before the resolution deadline, and is rejected, then:

• (a) despite section 652A of the Corporations Act:

• (i) all offers under the proportional off-market bid that have not been accepted as at the end of the resolution deadline; and

• (ii) all offers under the proportional off-market bid that have been accepted and from whose acceptance binding contracts have not resulted as at the end of the resolution deadline,

are deemed to be withdrawn at the end of the resolution deadline;

• (b) as soon as practicable after the resolution deadline, the bidder must return to each person who has accepted any of the offers referred to in clause 36.5(a)(ii) any documents that were sent by the person to the bidder with the acceptance of the offer;

• (c) the bidder:

• (i) is entitled to rescind; and

• (ii) must rescind as soon as practicable after the resolution deadline,

each binding takeover contract resulting from the acceptance of an offer made under the proportional off-market bid; and

• (d) a person who has accepted an offer made under the proportional offmarket bid is entitled to rescind the takeover contract (if any) resulting from the acceptance.

36.3 Renewal

This clause 36 ceases to have effect on the third anniversary of the date of the adoption of the last renewal of this clause 36.

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Annexure C – Equity Securities issued by the Company during the 12 months preceding the Meeting

Date of	Type of Equity	No. issued	Summary of terms	Names of persons who	Issue	Discount	Amount of cash	Non-cash
issue	Securities			received securities or basis	price	to market	consideration, amount	consideration and
				on which those persons	$	price on	of cash spent, use of	current market value
				were determined		the date	cash and intended use	of non-cash
						of issue	for remaining amount of	consideration
						(if any)	cash (if any)
28/02/2019	Shares	13,000,000	The Shares rank equally with all other fully paid ordinary shares on issue.	Acuity Capital	$0.0231	Nil 22% premium	Cash consideration: $300,000 Amount of cash spent: $300,000 Use of cash spent: Cash was spent on working capital and costs associated with the due diligence and evaluation on potential synergistic acquisitions. Intended use for remaining cash: Remaining cash from theraisingisnil.	N/A

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