FIRSTWAVE CLOUD TECHNOLOGY LIMITED - AGM Information 2020

29 June 2020

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Dear Shareholder,

I am pleased to invite you to an Extraordinary General Meeting (EGM or meeting) of FirstWave Cloud Technology Limited (FirstWave or the Company) to be held on Wednesday, 29 July 2020 at 10.00am (Sydney time) which will be hosted online at https://web.lumiagm.com.

The Company is closely monitoring the impact of the COVID-19 virus in New South Wales and following guidance from the Federal and State Governments - the meeting will be held virtually. There will not be a physical meeting where shareholders can attend in person.

In accordance with temporary modifications to the Corporations Act 2001 under the Corporations (Coronavirus Economic Response) Determination (No. 1 ) 2020 , the Company is not sending hard copies of Notice of Meeting to shareholders.

The Company’s Notice of Meeting is available on our website to view and download at:

www.firstwavecloud.com/news

The Notice of Meeting provides instructions on how to join the meeting online, view the webcast, submit questions and vote in real time during the meeting.

Even if you plan to attend the virtual meeting, we encourage shareholders to cast proxy votes and lodge questions ahead of the meeting by visiting www.investorvote.com.au by no later than 10.00am (Sydney time) 27 July 2020. In order to access this site, you will need to enter the Control Number and your holder number (SRN/HIN) printed on this letter. Lodging questions and casting your proxy vote ahead of the meeting will not prevent you from attending online.

As we navigate through the challenges and disruptions of COVID-19, the Board continues to be optimistic about the Company’s prospects. We are also delighted with the overwhelming support from our retail and institutional investors for the Company’s recent successful $14.9 million equity raising, which was oversubscribed and fully underwritten (Capital Raise).

The Capital Raise now enables us to remain focused on executing our prospective forward plan to maximise returns from the significant global opportunities that are even clearer now given COVID-19’s impact of the way we work.

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FirstWave Cloud Technology Ltd ABN: 35 144 733 595 (ASX: FCT) A Level 10, 132 Arthur St North Sydney, NSW, 2060, Australia. P +61 02 9409 7000 W Firstwavecloud.com

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The Notice of Meeting and Explanatory Memorandum provide detailed information around all Resolutions. I have also provided a summary of the Resolutions below.

The following items will be voted on at the EGM:

Ratification of Prior Issue of Placement Shares
Issue of Options to Sub-underwriters
Election of David Acton as a Director
Approval of the FirstWave Cloud Technology Limited Rights Plan
Approval for the Granting of Service Rights in lieu of fees to a Director – John Grant – an undertaking given as part of the recent Capital Raise
Approval for the Granting of Restricted Rights in lieu of fees to a Director – Scott Lidgett – an undertaking given as part of the recent Capital Raise
Approval for the Granting of Restricted Rights in lieu of fees to a Director – Paul MacRae – an undertaking given as part of the recent Capital Raise
Approval for the Granting of Restricted Rights to a Director – David Acton

Resolution 1 – Ratification of Prior Issue of Placement Shares

This Resolution 1 has the effect of increasing the Company’s share placement capacity over the 12 months following the EGM by ratifying the issues of securities that have taken place in the past 12 months. It refreshes the Company's 15% placement capacity, which is available every 12 months without Shareholder approval.

Resolution 2 – Issue of Options to Sub-underwriters

This Resolution seeks Shareholder approval for the issue of options to sub-underwriters in connection with the Capital Raise. Under the Retail Entitlement Offer (Offer), the Company agreed to issue 30 million unlisted options at $0.05 for 12 months to sub-underwriters in consideration for participating as sub-underwriters to the Offer.

Resolution 3 – Election of David Acton as a Director

This Resolution seeks Shareholder approval for the election of David Acton as a Director. In accordance with clause 13.4 of the Company's constitution and ASX Listing Rule 14.4, Mr Acton will retire at the meeting and offer himself for election.

Mr Acton was appointed to the Board on 15 June 2020. His track record in driving performance and his global experience in capital markets and maximising returns to Shareholders delivers significant specialist advisory skills and expertise to the Company.

Resolution 4 – Approval of the FirstWave Cloud Technology Limited Rights Plan

This Resolution seeks Shareholder approval of the Company’s Rights Plan (Plan).

The Plan is designed to allow senior leaders in the Company to receive shares in lieu of salary, an undertaking given as part of the recently completed Capital Raise, and to deliver a significant component of variable remuneration for all employees. The Plan requires approval so the grant of rights (and any resulting issues of shares) to employees are excluded from the Company's placement capacity in respect of new security issues.

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FirstWave Cloud Technology Ltd ABN: 35 144 733 595 (ASX: FCT)

A Level 10, 132 Arthur St North Sydney, NSW, 2060, Australia. P +61 02 9409 7000 W Firstwavecloud.com

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Directors may also participate in this plan but can only do so with shareholder approval.

Resolutions 5 to 7 – Approval for the Granting of Service Rights and Restricted Rights to Directors including John Grant, Scott Lidgett and Paul MacRae

In the recent presentation to shareholders (https://www.firstwavecloud.com/sites/default /files/2020-05/2066497.pdf), I indicated that your directors will be forgoing their director’s fees for equity in the Company. Mr Lidgett and Mr MacRae have forgone their director's fees from 1 December 2019 for this financial year and intend to sacrifice their director’s fees from 1 July 2020 until 31 December 2021. I have also forgone and intend to sacrifice all of my salary from 1 January 2020 to 30 June 2020. I will sacrifice the equivalent of the directors fees from my salary until 31 December 2021. These fees are being sacrificed into Rights under the Plan, which are exercisable for the issue of Shares.

Your directors believe it is important that, at this stage of the Company’s development and with the commitment given by shareholders into the recent Capital Raise, the most effective way of demonstrating their confidence in the future success of the Company is through equity-based remuneration.

Resolutions 8 – Approval for the Granting of Restricted Rights to Mr David Acton

Mr David Acton’s appointment brings new experience and expertise to the Company. As outlined above the importance of remunerating our directors with equity cannot be understated and accordingly, we are recommending the grant of 960,000 share rights to Mr Acton.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolutions 1 to 8, except where a Board member is excluded from voting on a particular Resolution.

Questions

We encourage you to submit questions to the Company in advance of the EGM and ask that you email your questions to our Company Secretary, [email protected], by 10.00am (Sydney time) on 27 July 2020.

Please refer to the Notice of Meeting for full details on attending via our online platform. We encourage you to attend and participate in a virtual meeting via our online meeting platform, where you will be able to watch, listen, submit written questions and vote online.

Thank you for your ongoing support.

Yours faithfully

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John Grant Chairman

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FirstWave Cloud Technology Ltd ABN: 35 144 733 595 (ASX: FCT) A Level 10, 132 Arthur St North Sydney, NSW, 2060, Australia. P +61 02 9409 7000 W Firstwavecloud.com

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FIRSTWAVE CLOUD SECURITY TECHNOLOGY

notice of extraordinary general meeting 2020

firstwave cloud technology limited ACN 144 733 595 wednesday, 29 july 2020 10.00AM (Sydney time)

hosted online on https://web.lumiagm.com - meeting id 365 185 637

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Notice of Extraordinary General Meeting

notice of extraordinary general meeting

Notice is hereby given that the Extraordinary General Meeting ( Meeting or EGM ) of FirstWave Cloud Technology Limited (the Company ) will be held on Wednesday, 29 July 2020 at 10.00am (Sydney time) and hosted online at https://web.lumiagm.com.

In light of the current travel restrictions and limitations on public gatherings due to the COVID-19 pandemic, the EGM will be held as a virtual meeting. Accordingly, the Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual meeting through an online meeting platform, where Shareholders will be able to watch, listen, submit written questions and vote online. There will not be a physical meeting where shareholders can attend in person.

Instructions for attending the EGM via the online platform are below.

Directors strongly encourage Shareholders to attend the EGM via the online meeting platform or lodge a directed proxy vote prior to the EGM. If you are unable to attend, please lodge your vote online at www.investorvote.com.au.

Attendance via online platform

We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the EGM using the instructions below.

Enter https://web.lumiagm.com into a web browser on your computer or online device:

Enter the Meeting ID – 365 185 637
Enter your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode for Australian residents (Overseas residents to refer to Online Meeting Guide).
Proxies will need to contact Computershare Investor Services Pty Ltd for their username and password (see Online Meeting Guide for contact details).

Further information on how to participate virtually is set out in this Notice.

The Company will advise if any changes to Government restrictions may impact arrangements regarding the EGM.

AGENDA

Item 1. Ordinary Business

Resolution 1: Ratification of Prior Issue of Placement Shares

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 47,405,494 Shares issued on 29 May 2020 under the placement announced on 21 May 2020 on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of any person who participated in the issue or any of their associates.

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

Notice of Extraordinary General Meeting 2020

Notice of Extraordinary General Meeting

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 1, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 1.

Resolution 2: Issue of Options to Sub-underwriters

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of 30,000,000 unlisted options in the Company to sub-underwriters of the Retail Entitlement Offer on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution 2 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 (except a benefit solely by reason of being a holder of ordinary shares in the Company), or any of their associates.

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 2, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 2.

Resolution 3: Election of David Acton as a Director

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

“That for the purposes of clause 13.4 of the Company’s Constitution and for all other purposes, David Acton, being a Director appointed to fill a casual vacancy, retires as a Director of the Company and, being eligible, is elected as a Director of the Company.”

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 3, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 3.

Resolution 4: Approval of the FirstWave Cloud Technology Limited Rights Plan (the Plan)

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

“That, for the purposes of Listing Rule 7.2 Exception 13 and for all other purposes, the FirstWave Cloud Technology Limited Rights Plan (the Plan) and any grants of Rights (as defined in the Plan) and Shares (ordinary shares in the Company) or Restricted Shares (Shares that are subject to disposal restrictions) that result from the exercising of Rights under the Plan be approved.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of any person who is eligible to participate in the Plan, or any of their associates.

FirstWave Cloud Technology Limited

Notice of Extraordinary General Meeting

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Restriction pursuant to Section 250BD of the Corporations Act:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 4 if the proxy is either a member of the Key Management Personnel of the Company or a Closely Related Party of such member and the appointment does not specify the way the proxy is to vote on this Resolution 4.

However, for the purposes of section 250BD of the Corporations Act, the above prohibition does not apply if:

a. the proxy is the Chairman of the Meeting; and
b. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or if the Company is part of a consolidated entity, for the entity.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 4, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 4.

Resolution 5: Approval for the Granting of Service Rights to a Director - John Grant

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

“That, subject to obtaining approval for Resolution 4, approval is given for the issue of Service Rights (with Disposal Restrictions) in lieu of Board Fees to John Grant, Executive Director and Chairman of the Company, under the FirstWave Cloud Technology Limited Rights Plan (the Plan) on the terms and conditions described in the Explanatory Memorandum to this Notice of Meeting, for the purposes of ASX Listing Rule 10.14, and all other purposes. The period over which fixed remuneration is sacrificed for the issue of Service Rights is from 1 January 2020 to 31 December 2021 and the number of Service Rights will be calculated as the total of:

a. the whole number determined by dividing the amount of fixed remuneration sacrificed during the period from 1 January 2020 to 31 May 2020 by 4.5 cents;
b. the whole number determined by dividing the amount of fixed remuneration sacrificed during the period from 1 June 2020 to 30 September 2020 by 4.5 cents;
c. the whole number determined by dividing the amount of fixed remuneration sacrificed during the period from 1 October 2020 to 31 December 2020 by 4.5 cents;
d. the whole number determined by dividing the amount of fixed remuneration sacrificed during the period from 1 January 2021 to 31 March 2021 by 4.5 cents;
e. the whole number determined by dividing the amount of fixed remuneration sacrificed during the period from 1 April 2021 to 30 June 2021 by 4.5 cents; and
f. the whole number determined by dividing the amount of fixed remuneration sacrificed during the period from 1 July 2021 to 31 December 2021 by the VWAP of Shares over the 5 trading days following the announcement of the Company’s FY22 half year results.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of the Directors, or any of their associates (who are prohibited from voting).

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

Notice of Extraordinary General Meeting 2020

Notice of Extraordinary General Meeting

b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Restriction pursuant to Section 250BD of the Corporations Act:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 5 if the proxy is either a member of the Key Management Personnel of the Company or a Closely Related Party of such member and the appointment does not specify the way the proxy is to vote on this Resolution 5.

However, for the purposes of section 250BD of the Corporations Act, the above prohibition does not apply if:

a. the proxy is the Chairman of the Meeting; and
b. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or if the Company is part of a consolidated entity, for the entity.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 5, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 5.

Resolution 6: Approval for the Granting of Restricted Rights to a Director - Scott Lidgett

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

“That, subject to obtaining approval for Resolution 4, approval is given for the issue of Restricted Rights in lieu of Board Fees to Scott Lidgett, Non-Executive Director of the Company, under the FirstWave Cloud Technology Limited Rights Plan (the Plan) on the terms and conditions described in the Explanatory Memorandum to this Notice of Meeting, for the purposes of ASX Listing Rule 10.14, and all other purposes. The period over which directors’ fees are sacrificed for the issue of Restricted Rights is from 1 December 2019 to 31 December 2021 and the number of Restricted Rights will be calculated as the total of:

a. the whole number determined by dividing the amount of fees sacrificed during the period from 1 December 2019 to 31 December 2019 by 4.5 cents;
b. the whole number determined by dividing the amount of fees sacrificed during the period from 1 January 2020 to 30 June 2021 by 4.5 cents; and
c. the whole number determined by dividing the amount of fees sacrificed during the period from 1 July 2021 to 31 December 2021 by the VWAP of Shares over the 5 trading days following the announcement of the Company’s FY22 half year results.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of the Directors, or any of their associates (who are prohibited from voting).

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

FirstWave Cloud Technology Limited

Notice of Extraordinary General Meeting

Voting Restriction pursuant to Section 250BD of the Corporations Act:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 6 if the proxy is either a member of the Key Management Personnel of the Company or a Closely Related Party of such member and the appointment does not specify the way the proxy is to vote on this Resolution 6.

However, for the purposes of section 250BD of the Corporations Act, the above prohibition does not apply if:

a. the proxy is the Chairman of the Meeting; and
b. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or if the Company is part of a consolidated entity, for the entity.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 6, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 6.

Resolution 7: Approval for the Granting of Restricted Rights to a Director - Paul MacRae

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

“That, subject to obtaining approval for Resolution 4, approval is given for the issue of Restricted Rights in lieu of Board Fees to Paul MacRae, Non-Executive Director of the Company, under the FirstWave Cloud Technology Limited Rights Plan (the Plan) on the terms and conditions described in the Explanatory Memorandum to this Notice of Meeting, for the purposes of ASX Listing Rule 10.14, and all other purposes. The period over which directors’ fees are sacrificed for the issue of Restricted Rights is from 1 December 2019 to 31 December 2021 and the number of Restricted Rights will be calculated as the total of:

a. the whole number determined by dividing the amount of fees sacrificed during the period from 1 December 2019 to 31 December 2019 by 4.5 cents;
b. the whole number determined by dividing the amount of fees sacrificed during the period from 1 January 2020 to 30 June 2021 by 4.5 cents; and
c. the whole number determined by dividing the amount of fees sacrificed during the period from 1 July 2021 to 31 December 2021 by the VWAP of Shares over the 5 trading days following the announcement of the Company’s FY22 half year results.”

Voting Exclusion Statement:

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Restriction pursuant to Section 250BD of the Corporations Act:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 7 if the proxy is either a member of the Key Management Personnel of the Company or a Closely Related Party of such member and the appointment does not specify the way the proxy is to vote on this Resolution 7.

However, for the purposes of section 250BD of the Corporations Act, the above prohibition does not apply if:

a. the proxy is the Chairman of the Meeting; and
b. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or if the Company is part of a consolidated entity, for the entity.

Notice of Extraordinary General Meeting 2020

Notice of Extraordinary General Meeting

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 7, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 7.

Resolution 8: Approval for the Granting of Restricted Rights to a Director - David Acton

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

“That, subject to obtaining approval for Resolution 3 and Resolution 4, approval is given for the issue of 960,000 Restricted Rights to David Acton, Non-Executive Director of the Company, under the FirstWave Cloud Technology Limited Rights Plan (the Plan) on the terms and conditions described in the Explanatory Memorandum to this Notice of Meeting, for the purposes of ASX Listing Rule 10.14, and all other purposes.”

Voting Exclusion Statement:

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution 8 by or on behalf of the Directors, or any of their associates (who are prohibited from voting).

However, this does not apply to a vote cast in favour of a resolution by:

a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
b. the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on a resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Restriction pursuant to Section 250BD of the Corporations Act:

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 8 if the proxy is either a member of the Key Management Personnel of the Company or a Closely Related Party of such member and the appointment does not specify the way the proxy is to vote on this Resolution 8.

However, for the purposes of section 250BD of the Corporations Act, the above prohibition does not apply if:

a. the proxy is the Chairman of the Meeting; and
b. the appointment expressly authorises the Chairman to exercise the proxy even if each of the resolutions is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or if the Company is part of a consolidated entity, for the entity.

Chairman appointed as proxy:

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 8, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 8.

NOTES

Determination of entitlement to attend and vote

For the purposes of the meeting, shares will be taken to be held by the persons who are registered as shareholders as at 7:00pm (Sydney time) on Monday, 27 July 2020.

Proxies

If you are a shareholder entitled to attend and vote, you are entitled to appoint one or two proxies. Where two proxies are appointed, you may specify the number or proportion of votes that each may exercise, failing which each may exercise half of the votes. A proxy need not be a shareholder of the Company. If you want to appoint one proxy, you can use the form provided. If you want to appoint two proxies, please follow the instructions on the proxy form.

The Company’s constitution provides that, on a show of hands, every person present and qualified to vote shall have one vote. If you appoint one proxy, that proxy may vote on a show of hands, but if you appoint two proxies neither proxy may vote on a show of hands.

FirstWave Cloud Technology Limited

Notice of Extraordinary General Meeting

If you appoint a proxy who is also a shareholder or is also a proxy for another shareholder, your directions may not be effective on a show of hands. Your directions will be effective if a poll is required and your proxy votes.

To record a valid vote members will need to complete and lodge the Proxy Form (and the power of attorney or other authority (if any) under which it is signed, or a certified copy of it) at: the share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne Vic 3001, Australia or by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia), no later than 10:00am (Sydney time) on Monday, 27 July 2020.

You can also vote online at www.investorvote.com.au by entering your Control Number, SRN/HIN and postcode, which are shown on the first page of the enclosed Proxy Form.

Custodian Voting – for Intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

If you choose to appoint a proxy, you are encouraged to direct your proxy vote how to vote by marking either “For”, “Against” or “Abstain” for each item of business.

Shareholders may arrange to receive shareholder information electronically, or obtain a replacement or second proxy form, by contacting Computershare Investor Services on 1300 556 161 within Australia or +61 3 9415 4000.

How the Chairman of the meeting will vote undirected proxies

The Chairman of the meeting intends to vote undirected proxies in favour of each item of business.

Admission to meeting

Shareholders who will attend the FirstWave Cloud Technology Limited Extraordinary General Meeting and who will not appoint a proxy are asked to bring the proxy form (if they have one) to the meeting to help speed admission. Shareholders who do not plan to attend the meeting are encouraged to complete and return a proxy form for their holdings of FirstWave Cloud Technology Limited shares.

Joint holders

In the case of shares held by joint holders, one of the joint holders may vote and if more than one joint holder is present and voting at the meeting, only the vote of the joint holder whose name appears first in the register may be counted.

Quorum

The Company constitution provides that two members present in person constitutes a quorum.

Notice of Extraordinary General Meeting 2020

Explanatory Memorandum

explanatory memorandum

Resolution 1: Ratification of Prior Issue of Placement Shares

As announced on 21 May 2020, the Company completed a placement to institutional and sophisticated investors for the issue of 78,759,156 Shares at $0.045 (4.5 cents) per Share, raising a total of $3.5 million ( Placement ).

On 29 May 2020, the Company issued Shares under the Placement without prior shareholder approval out of its 15% annual placement capacity under ASX Listing Rule 7.1, which was temporarily increased by an additional 10% pursuant to Class Waiver Decision – Temporary Extra Placement Capacity granted by ASX on 23 April 2020 ( Temporary Class Waiver ). Specifically:

47,450,494 Shares issued under the Placement were issued pursuant to the Company’s existing 15% annual placement capacity in accordance with ASX Listing Rule 7.1; and
31,308,662 Shares issued under the Placement were issued pursuant to the additional 10% placement capacity in accordance with the Temporary Class Waiver.

The terms of the Temporary Class Waiver do not permit entitles relying on the Temporary Class Waiver to ratify an issue of shares made pursuant to the additional placement capacity under the Temporary Class Waiver (ie the 31,308,662 Shares issued under the Placement). Accordingly, this Resolution 1 only seeks shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the issue of 47,450,494 Shares under the Placement.

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

By ratifying this issue, the Company will retain the flexibility to issue Equity Securities in the future under its remaining placement capacity under ASX Listing Rule 7.1 (but not the additional placement capacity under the Temporary Class Waiver) without the requirement to obtain prior shareholder approval.

If Resolution 1 is not passed, the 47,450,494 Shares issued pursuant to the Placement will be deducted from the Company’s placement capacity in accordance with the ASX Listing Rules, reducing the Company’s ability to raise further funds through the issue of Equity Securities in the future, without first obtaining 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 ratification of Shares issued under the Placement:

a. the Shares were issued to new and existing institutional and sophisticated investors selected by the Company in consultation with the joint lead managers of the Placement;
b. 47,450,494 Shares were issued;
c. the Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
d. the Shares were issued on 29 May 2020;
e. the issue price per Share was $0.045 (4.5 cents);
f. the funds raised from the issue were used to raise additional working capital to fund the Company’s projected operational and investment expenditure to December 2022; and
g. the voting exclusion statement is included in the Notice.

Directors’ recommendation

The Board unanimously recommends that shareholders vote in favour of Resolution 1.

FirstWave Cloud Technology Limited

Explanatory Memorandum

Resolution 2: Issue of Options to Sub-underwriters

In conjunction with the Placement and as announced on 21 May 2020, the Company undertook a 4 for 5 Entitlement Offer to raise approximately $11.4 million by the issue of Shares at a price of $0.045 (4.5 cents), being the price at which Shares were offered under the Placement ( Entitlement Offer ). The Entitlement Offer comprised:

an institutional entitlement offer to raise approximately $2.4 million ( Institutional Entitlement Offer ); and
a retail entitlement offer to raise approximately $9.0 million ( Retail Entitlement Offer ).

The Retail Entitlement Offer was fully underwritten by Morgans Corporate Limited ( Morgans ), who also acted as joint lead manager to the Placement and Entitlement Offer. Pursuant to the Offer Management and Underwriting Agreement entered into with Morgans and Wentworth Global Capital Finance Pty Limited ( Wentworth ) ( Underwriting Agreement ), subject to obtaining shareholder approval, the Company agreed to issue 30,000,000 unlisted options with an exercise price of $0.05 per option to sub-underwriters nominated by Morgans in consideration for participating as sub-underwriters to the Retail Entitlement Offer ( Sub-underwriter Options ).

This Resolution 2 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of the Sub-underwriter Options.

Without shareholder approval pursuant to ASX Listing Rule 7.1, the issue of the Sub-underwriter Options will be counted towards the Company’s 15% annual placement capacity. As the Company has exhausted its placement capacity for the relevant period it is unable to issue the Sub-underwriter Options without Shareholder approval.

If Resolution 2 is not passed the Sub-Underwriter Options will not be issued and under the terms of the Underwriting Agreement the Company will be required to pay to Morgans, for the benefit of the sub-underwriters, the amount of $1,761,000 (exclusive of GST) within 5 business days from the date of the Meeting, reflecting the intrinsic value of the Sub-Underwriter Options based on the 7 Trading Day VWAP of the Shares immediately prior to the date of this Notice.

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the proposed issue of the Sub-Underwriter Options:

a. the Sub-underwriter Options are proposed to be issued to the following entities nominated by Morgans in consideration for participating as sub-underwriters to the Retail Entitlement Offer:
Patagorang Pty Ltd ATF The Roger Allen Family Trust;
Perennial Value Management;
Ellerston Capital;
Acorn Capital;
high net worth clients of Wentworth Global Capital Finance; and
high net worth clients of Morgans Financial Limited;
b. the Company proposes to issue 30,000,000 unlisted Options;
c. a summary of the material terms of the Sub-Underwriter Options is set out at Annexure A;
d. subject to obtaining shareholder approval, the Company proposes to issue the Sub-Underwriter Options as soon as practicable following the date of this Meeting, and in any event by no later than 3 months from the date of this Meeting;
e. the Sub-Underwriter Options will be issued for nil consideration, however the exercise payable on each SubUnderwriter Option is $0.05 (5 cents);
f. the Sub-Underwriter Options are being issued under the Underwriting Agreement and were agreed to be issued to incentivise sub-underwriters nominated by Morgans to participate as sub-underwriters to the Retail Entitlement Offer. The Company intends to use funds raised from the exercise of the Sub-Underwriter Options for general working capital purposes;
g. a summary of the material terms of the Underwriting Agreement is as follows:
i. the Underwriting Agreement is entered between the Company, Morgans and Wentworth, whereby Morgans and Wentworth (Joint Lead Managers) agreed to act as joint lead managers to the Placement and the Entitlement Offer while Morgans agreed to act as underwriter to fully underwrite the Retail Entitlement Offer;
ii. the Company has agreed to pay the following fees to the Joint Lead Manager and Morgans (in its capacity as underwriter of the Retail Entitlement Offer):

Notice of Extraordinary General Meeting 2020

Explanatory Memorandum

A. a management and capital raising fee equal to 6% (exclusive of GST) of the capital raised under the Placement and the Entitlement Offer (excluding the proceeds of the Retail Entitlement Offer) payable to the Joint Lead Managers; and
B. an underwriting fee equal to 6% (exclusive of GST) of the capital raised under the Retail Entitlement Offer payable to Morgans (in its capacity as underwriter of the Retail Entitlement Offer);
iii. the Company has agreed to issue 30,000,000 unlisted Options to sub-underwriters nominated by Morgans subject to shareholders approving the issue, such Options being the Sub-underwriter Options the subject of this Resolution 2. If Shareholders do not approve the issue of the Sub-Underwriter Options at the Company’s next general meeting, then the Company must make a cash payment to Morgans, for the benefit of the sub-underwriters calculated as follows:

CP = NO x OP

Where:

  - **CP** is the cash payment to be made

  - **NO** is the number of Options that would have been issued, being 30,000,000

  - **OP** is the option price, being the greater of $0.01 and the amount by which the volume weighted average price for the Shares calculated over the 5 trading days immediately preceding the date of the notice convening the general meeting exceeds $0.05; and

iv. the Company has agreed to reimburse the Joint Lead Managers for certain expenses;
h. the voting exclusion statement is included in the Notice.

Directors’ recommendation

The Board unanimously recommends that shareholders vote in favour of Resolution 2.

Resolution 3: Election of David Acton as a Director

David Acton was appointed as a Director on 15 June 2020 to fill a casual vacancy. In accordance with clause 13.4 of the Company’s constitution and ASX Listing Rule 14.4, David Acton will retire at the meeting and offer himself for election.

Since 2017, Mr Acton has been a Senior Advisor at Rothschild Australia with a focus on Equity capital markets. Prior to 2017, Mr Acton spent 25 years at global investment banks with roles in equity research, distribution and capital markets. Between 2000 and 2016, Mr Acton worked at Goldman Sachs in New York, Singapore and Sydney as an equity specialist advising institutional investors. From 2006 to 2016 Mr Acton was a partner at Goldman Sachs JBWere and a Managing Director at Goldman Sachs where he held board and risk committee roles.

Directors’ recommendation

The Board (other than David Acton) unanimously recommends that shareholders vote in favour of Resolution 3.

Resolution 4: Approval of the FirstWave Cloud Technology Limited Rights Plan (the Plan)

Resolution 4 seeks Shareholder approval for the FirstWave Cloud Technology Limited Rights Plan ( the Plan ) in order to preserve the Company’s ability to issue new equity securities arising from the restriction contained in ASX Listing Rule 7.1 on the Company issuing more than 15% of new securities during any 12 month period, without shareholder approval. ASX Listing Rule 7.2 sets out a number of exceptions to Listing Rule 7.1, one of which (Exception 13) is an issue of securities under an employee incentive scheme if, within three years before the date of issue the Shareholders approved the issue of securities under the scheme.

If this Resolution 4 is passed and the Plan adopted, the effect of the approval will be to exclude from the calculation of the utilisation of the 15% limit, any securities that are issued under the Plan, including as the result of Rights being exercised under the Plan, during the subsequent three (3) years.

Senior executive and director remuneration in the Company is determined by the non-executive members of the Board, having consideration of relevant market practices and the circumstances of the Company, on an annual basis. It is the view of the non-executive members of the Board that it is in the interests of Shareholders, for selected executives, directors and other employees ( the Participants ) to receive part of their remuneration in the form of equity.

The Plan is designed to form a significant component of variable remuneration for executives, and the non-executive members of the Board consider that structuring a component of fixed remuneration for general employees, as well as directors, from time to time, as equity in the Company can create alignment between the interests of Shareholders and Participants. If approved, grants under the Plan will facilitate the Company providing appropriate, competitive and performance-linked remuneration to the employees and directors of the Company. The non-executive members of the Board seek to ensure that grants are made at a level that will appropriately position remuneration outcomes when compared

FirstWave Cloud Technology Limited

Explanatory Memorandum

to the market, in accordance with the Company’s remuneration policies. The Board regularly reviews market positioning, the elements and mix of remuneration for employees and directors to ensure remuneration remains reasonable, within the range of market practices, and is appropriate to the circumstances of the Company.

Non-executive directors are eligible to participate in the Plan, however the terms of equity that may be offered to them will be designed to ensure their independence from management in overseeing executive and other employee equity grants is not undermined by the structure of the equity interests.

Pursuant to and in accordance with ASX Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 4:

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Information Disclosure
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Summary of terms	A summary of the main features of the Plan is set out in Annexure B to this Notice of Meeting.
of the scheme
Number of securities	As at the date of this Notice of Meeting, no securities have been issued under the Plan.
issued under the scheme	It is noted that the Employee Share Option Plan approved at the Company’s 2018 Annual
	General Meeting (the 2018 ESOP) will continue to have efect separate to and independent
	of the Plan. A maximum of 7,700,000 securities can be issued under the 2018 ESOP of which
	6,200,000 ESOP Options have been issued since the 2018 ESOP was last approved on 9
	November 2018.
Maximum number of	The maximum number of securities proposed to be issued under the Plan within the three
securities proposed	year period from the date of the passing of this Resolution 4 is 89,443,763 securities,
to be issued under	representing 13.8% of the undiluted Shares in the Company as at 23 June 2020.
the scheme	The maximum number is not intended to be a prediction of the actual number of securities
	to be issued under the Plan, simply a ceiling for the purposes of ASX Listing Rule 7.2
	Exception 13(b).
What will happen if the	If Shareholder approval is not obtained for this Resolution 4 the Board may need to
resolution is not approved	consider alternative remuneration arrangements which are consistent with the Company’s
	remuneration principles, including providing an equivalent cash payment or long term
	incentive subject to the risk of forfeiture, performance conditions and performance period.
	This will potentially diminish the Company’s cash reserves by approximately $1.5 million
	being the total value of Director fees and Executive salaries which are proposed to be
	sacrifced for Rights pursuant to Resolutions 5 to 7(inclusive).

Directors’ recommendation

Given their potential interest in Resolution 4 the Directors make no recommendation to shareholders with respect to this resolution.

Resolution 5 to 8: Approval for the Granting of Rights to Directors

Subject to the passing of Resolution 4 and the adoption of the Plan, the Company proposes to grant the invitation to apply for the following Rights under the Plan:

to John Grant, Executive Director and Chairman to apply for Service Rights (Resolution 5);
to Scott Lidgett, Non-Executive Director to apply for Restricted Rights (Resolution 6);
to Paul MacRae, Non-Executive Director to apply for Restricted Rights (Resolution 7); and
to David Acton, Non-Executive Director to apply for Restricted Rights (Resolution 8),

( the Relevant Invitations ), as set out below.

Note:

The Rights proposed to be granted to John Grant, Scott Lidgett and Paul MacRae are in lieu of Directors Fees (in the case of Scott and Paul) and fixed remuneration (in the case of John) being sacrificed.
John Grant must apply for Service Rights in his capacity as Executive Chairman rather than the Restricted Rights that apply to Non-Executive Directors.

Resolution 8 is also subject to the passing of Resolution 3 and the re-election of David Acton as a Director.

The type of equity proposed to be granted has been selected because it achieves the Board’s objective of retaining cash and creates a strong link between shareholder interests and the interests of directors, and in the case of the Rights proposed to be granted to Scott Lidgett, Paul MacRae and David Acton, without compromising the independence of nonexecutive directors.

Notice of Extraordinary General Meeting 2020

Explanatory Memorandum

ASX Listing Rule 10.14 requires the Company to obtain approval from Shareholders for the issue of securities under an employee incentive scheme to a Director. Accordingly, these resolutions seek Shareholder approval for the purposes of ASX Listing Rule 10.14 and all other purposes for the grant of the Relevant Invitations to John Grant, Scott Lidgett, Paul MacRae and David Acton, as set out below.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period. This rule does not apply in respect of an issue made with the approval of holders of ordinary securities under ASX Listing Rule 10.14. Accordingly, if approval is given under ASX Listing Rule 10.14 for the Relevant Invitations, approval is not required under ASX Listing Rule 7.1.

The Plan has been designed to facilitate the Company moving towards best practice remuneration structures for executives and Directors, which, in the case of the non-executive Directors, the Board believes includes equity interests without vesting conditions, as part of non-executive director (NED) fixed remuneration.

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolution 5:

Aspect	Details
Name of the person	John Grant(or his nominee)
Applicable category of ASX Listing Rule 10.11	If John Grant elects to have the Service Rights granted to him personally, Listing Rule 10.14.1 applies. If John Grant elects to have the Service Rights granted to his nominee, ListingRule 10.14.2 applies.
Number and class of securities issued	The Company seeks to invite John Grant to apply for the number of Service Rights determined by dividing the following amounts of fxed remuneration agreed to be sacrifced by John Grant by the relevant conversion price (the Relevant Invitation) as shown in the table below:
	Tranche of Service Rights Fixed remuneration sacrifced Period to which remuneration sacrifced relates Conversion Price/Value Attributable and Basis Number of Service Rights
	Tranche 1 $153,749 1 January 2020 to 31 May 2020 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 3,416,642
	Tranche 2 $60,750 1 June 2020 to 30 September 2020 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 1,349,995
	Tranche 3 $30,000 1 October 2020 to 31 December 2020 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 666,667
	Tranche 4 $30,000 1 January 2021 to 31 March 2021 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 666,667
	Tranche 5 $30,000 1 April 2021 to 30 June 2021 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 666,667

FirstWave Cloud Technology Limited

Explanatory Memorandum

	Tranche 6 $60,000 1 July 2021 to 31 December 2021 The 5-day VWAP of Shares following the announcement of the Company’s FY22 half-year results (but not less than $0.045) To be confrmed following announcement of the Company’s FY22 half- year results but subject to a maximum of 1,333,333 Service Rights
	Each Service Right represents an entitlement, upon exercise, to a Share or Restricted Share (a Share that is subject to disposal restrictions) only i.e. no cash settlement alternative applies.
Details of the Director’s current total remuneration package	John Grant’s current remuneration package is $390,000 per annum gross salary including compulsory superannuation.
Details of securities previously issued to the Director under the Plan	As at the date of this Notice of Meeting no securities have previously been issued to John Grant under the Plan.
Summary of material terms of the securities	A summary of the main terms of the Service Rights the Company seeks to issue under the Relevant Invitation to John Grant is set out in Annexure C to this Notice of Meeting. For further information, please also refer to the summary of the main features of the Plan as set out in Annexure B to this Notice of Meeting. In accordance with the terms of the Plan, following the termination or cessation of John Grant’s employment with the Company, granted but unvested Service Rights held by John Grant will vest in proportion to the service period that has been completed by John Grant. Details of the Vesting Conditions attached to the Service Rights the Company seeks to issue under the Relevant Invitation to John Grant are set out in Annexure C to this Notice of Meeting.
Explanation of why the type of securities have been issued	The proposed grant of the Service Rights are seen as a means to reduce the cash payments that would otherwise be payable to John Grant during the relevant period and form part of the Company’s initiatives to reduce cash outfows as previously announced to the market.
The date or dates by which the securities will be issued	If this Resolution 5 is approved, the Company intends to issue the Service Rights the subject of the Relevant Invitation to John Grant in accordance with the following schedule:

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Tranche of
Service Rights Intended date of grant
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	Tranche 1 Within one(1)month from the date of this Meeting
	Tranche 2 Within one(1)month from the date of this Meeting
	Tranche 3 Within one(1)month from the date of this Meeting
	Tranche 4 Within one(1)month from the date of this Meeting
	Tranche 5 Within one(1)month from the date of this Meeting
	Tranche 6 Within one (1) month from the date of release of the Company’s FY22 half-year results (but subject to John Grant remaininga Director at such time)
	In any event, the Company will not grant any Service Rights the subject of the Relevant Invitation to John Grant, later than 3years after the date of the Meeting.
Price at which securities will be issued	No amount is payable by John Grant to receive Service Rights or to exercise them as their value forms part of his fxed remuneration; it should be noted that if this Resolution 5 passes, the cash fees payable to John Grant will be reduced by the amount of the fxed remuneration sacrifced referred to above, to be replaced by grants of equity. The value that may be realised is a function of the market value of a Share at the time of sale of any Shares that result from exercisingRights.

Notice of Extraordinary General Meeting 2020

Explanatory Memorandum

Summary of material terms	A summary of the main features of the Plan is set out in Annexure B to this Notice
of the scheme	of Meeting.
Statement	Details of any securities issued under the Plan will be published in the annual report of
	the Company relating to the period in which they were issued, along with a statement that
	approval for the issue was obtained under ASX Listing Rule 10.14.
	Any additional persons covered by ASX Listing Rule 10.14 who become entitled to
	participate in an issue of securities under the Plan after this Resolution 5 is approved
	and who were not named in this Notice of Meeting will not participate until Shareholder
	Approval is obtained under that rule.

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolution 6:

Aspect	Details
Name of the person	Scott Lidgett(or his nominee)
Applicable category of ASX Listing Rule 10.11	If Scott Lidgett elects to have the Restricted Rights granted to him personally, Listing Rule 10.14.1 applies. If Scott Lidgett elects to have the Restricted Rights granted to his nominee, ListingRule 10.14.2 applies.
Number and class of securities issued	The Company seeks to invite Scott Lidgett to apply for the number of Restricted Rights determined by dividing the following amounts of directors’ fees agreed to be sacrifced by Scott Lidgett by the relevant conversion price (the Relevant Invitation) as shown in the table below:
	Tranche of Service Rights Fixed remuneration sacrifced Period to which remuneration sacrifced relates Conversion Price/Value Attributable and Basis Number of Service Rights
	Tranche 1 $4,833 1 December 2019 to 31 December 2019 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 107,407
	Tranche 2 $87,000 1 January 2020 to 30 June 2021 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 1,933,333
	Tranche 3 $29,000 1 July 2021 to 31 December 2021 The 5-day VWAP of Shares following the announcement of the Company’s FY22 half-year results results (but not less than $0.045) To be determined following announcement of the Company’s FY22 half- year results but subject to a maximum of 644,444 Restricted Rights
	Each Restricted Right represents an entitlement, upon exercise, to a Share or Restricted Share (a Share that is subject to disposal restrictions) only i.e. no cash settlement alternative applies.
Details of the Director’s current total remuneration package	Scott Lidgett’s current remuneration package is $58,000 per annum plus compulsory superannuation of 9.5%

FirstWave Cloud Technology Limited

Explanatory Memorandum

Details of securities previously issued to the Director under the Plan	As at the date of this Notice of Meeting no securities have previously been issued to Scott Lidgett under the Plan.
Summary of material terms of the securities	A summary of the main terms of the Restricted Rights the Company seeks to issue under the Relevant Invitation to Scott Lidgett is set out in Annexure D to this Notice of Meeting. For further information, please also refer to the summary of the main features of the Plan as set out in Annexure B to this Notice of Meeting. In accordance with the terms of the Plan, following the termination or cessation of Scott Lidgett’s employment with the Company, granted Restricted Rights held by Scott Lidgett will remain on issue notwithstanding that Scott Lidgett does not complete the service period relating to the period for which he has sacrifced directors’ fees and has received Restricted Rights for.
Explanation of why the type of securities have been issued	The proposed issue of the Restricted Rights are seen as a means to reduce the cash payments that would otherwise be payable to Scott Lidgett during the relevant period and form part of the Company’s initiatives to reduce cash outfows as previously announced to the market.
The date or dates by which the securities will be issued	If this Resolution 6 is approved, the Company intends to issue the Service Rights the subject of the Relevant Invitation to Scott Lidgett in accordance with the following schedule:
	Tranche of Service Rights Intended date of grant
	Tranche 1 Within one(1)month from the date of this Meeting
	Tranche 2 Within one(1)month from the date of this Meeting
	Tranche 3 Within one (1) month from the date of release of the Company’s FY22 half year results (but subject to Scott Lidgett remaininga Director at such time)
	In any event, the Company will not issue any Restricted Rights the subject of the Relevant Invitation to Scott Lidgett, later than 3years after the date of the Meeting.
Price at which securities will be issued	No amount is payable by Scott Lidgett to receive Restricted Rights or to exercise them as their value forms part of annual Board Fees. However, it should be noted that if this Resolution 6 passes, the cash fees payable to Scott Lidgett will be reduced by the amount of the fees sacrifced referred to above, to be replaced by grants of equity. The value that may be realised is a function of the market value of a Share at the time of sale of anyShares that result from exercisingRights.
Summary of material terms of the scheme	A summary of the main features of the Plan is set out in Annexure B to this Notice of Meeting.
Statement	Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after this Resolution 6 is approved and who were not named in this Notice of Meeting will not participate until Shareholder Approval is obtained under that rule.

Notice of Extraordinary General Meeting 2020

Explanatory Memorandum

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolution 7:

Aspect	Details
Name of the person	Paul MacRae(or his nominee)
Applicable category of ASX Listing Rule 10.11	If Paul MacRae elects to have the Restricted Rights granted to him personally, Listing Rule 10.14.1 applies. If Paul MacRae elects to have the Restricted Rights granted to his nominee, ListingRule 10.14.2 applies.
Number and class of securities issued	The Company seeks to invite Paul MacRae to apply for the number of Restricted Rights determined by dividing the following amounts of directors’ fees agreed to be sacrifced by Paul MacRae by the relevant conversion price (the Relevant Invitation) as shown in the table below:
	Tranche of Service Rights Fixed remuneration sacrifced Period to which remuneration sacrifced relates Conversion Price/Value Attributable and Basis Number of Service Rights
	Tranche 1 $4,833 1 December 2019 to 31 December 2019 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 107,407
	Tranche 2 $87,000 1 January 2020 to 30 June 2021 $0.045 (4.5 cents, being the ofer price under the Entitlement Ofer) 1,933,333
	Tranche 3 $29,000 1 July 2021 to 31 December 2021 The 5-day VWAP of Shares following the announcement of the Company’s FY22 half-year results (but not less than $0.045) To be determined following announcement of the Company’s FY22 half- year results but subject to a maximum of 644,444 Restricted Rights

Each Restricted Right represents an entitlement, upon exercise, to a Share or Restricted Share (a Share that is subject to disposal restrictions) only i.e. no cash settlement alternative applies.

Details of the Director’s Paul MacRae’s current remuneration package is $58,000 per annum plus compulsory current total superannuation of 9.5%. remuneration package

Details of securities As at the date of this Notice of Meeting no securities have previously been issued to Paul previously issued to the MacRae under the Plan. Director under the Plan

Summary of material terms A summary of the main terms of the Restricted Rights the Company seeks to issue under of the securities the Relevant Invitation to Paul MacRae is set out in Annexure D to this Notice of Meeting. For further information, please also refer to the summary of the main features of the Plan as set out in Annexure B to this Notice of Meeting.

In accordance with the terms of the Plan, following the termination or cessation of Paul MacRae’s employment with the Company, granted Restricted Rights held by Paul MacRae will remain on issue notwithstanding that Paul MacRae does not complete the service period relating to the period for which he has sacrificed directors’ fees and has received Restricted Rights for.

FirstWave Cloud Technology Limited

Explanatory Memorandum

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Explanation of why the The proposed issue of the Restricted Rights are seen as a means to reduce the cash
type of securities have payments that would otherwise be payable to Paul MacRae during the relevant period
been issued and form part of the Company's initiatives to reduce cash outflows as previously
announced to the market.
The date or dates by which If this Resolution 7 is approved, the Company intends to issue the Restricted Rights
the securities will be issued the subject of the Relevant Invitation to Paul MacRae in accordance with the
following schedule:
Tranche of
Service Rights Intended date of grant
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	Tranche of Service Rights Intended date of grant
	Tranche 1 Within one(1)month from the date of this Meeting
	Tranche 2 Within one(1)month from the date of this Meeting
	Tranche 3 Within one (1) month from the date of release of the Company's FY22 half year results (but subject to Paul MacRae remaininga Director at such time)
	In any event, the Company will not issue any Restricted Rights the subject of the Relevant Invitation to Paul MacRae, later than 3years after the date of the Meeting.
Price at which securities will be issued	No amount is payable by Paul MacRae to receive Restricted Rights or to exercise them as their value forms part of annual Board Fees. However, it should be noted that if this Resolution 7 passes, the cash fees payable to Paul MacRae will be reduced by the amount of the fees sacrifced referred to above, to be replaced by grants of equity. The value that may be realised is a function of the market value of a Share at the time of sale of anyShares that result from exercisingRights.
Summary of material terms of the scheme	A summary of the main features of the Plan is set out in Annexure B to this Notice of Meeting.
Statement	Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after this Resolution 7 is approved and who were not named in this Notice of Meeting will not participate until Shareholder Approval is obtained under that rule.

Notice of Extraordinary General Meeting 2020

Explanatory Memorandum

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolution 8:

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Aspect Details
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Name of the person	David Acton(or his nominee)
Applicable category of	If David Acton elects to have the Restricted Rights granted to him personally, Listing
ASX Listing Rule 10.11	Rule 10.14.1 applies. If David Acton elects to have the Restricted Rights granted to his
	nominee, ListingRule 10.14.2 applies.
Number and class of	The Company seeks to invite David Acton to apply for 960,000 Restricted Rights
securities issued	(the Relevant Invitation) which represents two times David Acton’s annual director fees
	divided by $0.10 (10 cents), being the 5-day VWAP of Shares following the date of David’s
	appointment on 15 June 2020. The value attributable to the Restricted Rights is $0.10
	(10 cents) per Restricted Right.
	Each Restricted Right represents an entitlement, upon exercise, to a Share or Restricted
	Share (a Share that is subject to disposal restrictions) only i.e. no cash settlement
	alternative applies.
Details of the Director’s	David Acton’s current remuneration package is $48,000 per annum plus compulsory
current total	superannuation of 9.5%.
remuneration package
Details of securities	As at the date of this Notice of Meeting no securities have previously been issued to
previously issued to the	David Acton under the Plan.
Director under the Plan
Summary of material terms	A summary of the main terms of the Restricted Rights the Company seeks to issue under
of the securities	the Relevant Invitation to David Acton is set out in Annexure D to this Notice of Meeting.
	For further information, please also refer to the summary of the main features of the Plan
	as set out in Annexure B to this Notice of Meeting.
Explanation of why the	The proposed issue of Restricted Rights to David Acton is consistent with the Company’s
type of securities have	previous practices under previous equity plans, when appointing new non-executive
been issued	directors (NEDs). A NED sign-on grant is intended to attract appropriately qualifed
	directors to the Board and align their interests with shareholders. The Board views
	the amount of the sign-on grant, being equal to the amount of two years’ of directors
	fees that would be payable to the NED, as the appropriate amount to achieve this
	objective. Sign-on grants to NEDs are a once-of arrangement subject to the individual’s
	appointment to the Board.
The date or dates by which	If this Resolution 8 is approved, the Company intends to issue the Restricted Rights
the securities will be issued	the subject of the Relevant Invitation to David Acton within one (1) month from the date
	of this Meeting.
	In any event, the Company will not issue any Restricted Rights the subject of the Relevant
	Invitation to David Acton, later than 3years after the date of the Meeting.
Price at which securities	No amount is payable by David Acton to receive Restricted Rights or to exercise them.
will be issued	The value that may be realised is a function of the market value of a Share at the time of
	sale of anyShares that result from exercisingRights.
Summary of material terms	A summary of the main features of the Plan is set out in Annexure B to this Notice
of the scheme	of Meeting.
Statement	Details of any securities issued under the Plan will be published in the annual report of
	the Company relating to the period in which they were issued, along with a statement that
	approval for the issue was obtained under ASX Listing Rule 10.14.
	Any additional persons covered by ASX Listing Rule 10.14 who become entitled to
	participate in an issue of securities under the Plan after this Resolution 8 is approved
	and who were not named in this Notice of Meeting will not participate until Shareholder
	Approval is obtained under that rule.

FirstWave Cloud Technology Limited

Explanatory Memorandum

Chapter 2E of the Corporations Act also requires Shareholder approval where a public company seeks to give a “financial benefit” to a “related party” (unless an exception applies). A “related party” for the purposes of the Corporations Act is defined widely. It includes a director of a public company and specified members of the director’s family. It also includes an entity over which a director maintains control. Directors such as John Grant, Scott Lidgett, Paul MacRae and David Acton are considered to be related parties within the meaning of the Corporations Act, and the grant of the Relevant Invitations to apply for the Restricted Rights or Service Rights (as applicable) the subject of Resolutions 5 to 8 will constitute a financial benefit for the purposes of Chapter 2E of the Corporations Act.

An exception to the requirement to obtain Shareholder approval in accordance with Chapter 2E applies where the financial benefit constitutes part of the related party’s “reasonable remuneration”. In the case of each Relevant Initiation, the Board (other than the recipient of a Relevant Initiation who was not able to make a recommendation in relation to the grant of their own Relevant Invitation) considers that the grant of the Relevant Invitations to John Grant, Scott Lidgett, Paul MacRae and David Acton (as applicable) and any issue of Shares upon the exercise of those Restricted Rights or Service Rights (as applicable), constitutes part of the reasonable remuneration of John Grant, Scott Lidgett, Paul MacRae and David Acton (as applicable). In reaching this conclusion, the Board has had regard to a variety of factors including market practice and the remuneration offered to persons in comparable positions at comparable companies.

Directors’ recommendation

Given their potential interest in Resolutions 5 to 8, the Directors make no recommendation to shareholders with respect to Resolutions 5 to 8.

If you have any queries, please contact the Company Secretary on + 61 2 9409 7000.

By order of the Board.

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Gai Stephens

Company Secretary and General Counsel

30 June 2020

Notice of Extraordinary General Meeting 2020

Glossary

glossary

In this Explanatory Memorandum and Notice of Extraordinary General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires:

ASIC means the Australian Securities and Investments Commission;

ASX means ASX Limited ACN 008 624 691;

ASX Listing Rules or Listing Rules means the listing rules of ASX;

Board means the Board of Directors of the Company;

Company means FirstWave Cloud Technology Limited ACN 144 733 595;

Constitution means the existing constitution of the Company;

Corporations Act or Act means Corporations Act 2001 (Cth);

Director means a director of the Company;

Entitlement Offer means the 4 for 5 entitlement offer to raise approximately $11.4 million by the issue of Shares, comprising the Institutional Entitlement Offer and the Retail Entitlement Offer;

Equity Securities has the same meaning as in the Listing Rules;

Exercise Restriction means a period during which a Participant may not exercise vested Rights;

Exercised Rights Value means the value determined by applying the following formula as at the date of exercise:

Exercised Rights Value = (Share Price - Exercise Price) x Number of Rights Exercised

whereby, for the purposes of the formula:

Share Price means the volume weighted average share price at which the Company’s shares were traded on the ASX over the ten (10) trading days prior to the date for which the calculation is made;

Exercise Price means either the amount, if any, payable or notionally payable as the context requires, to exercise a Right; and

Number of Rights Exercised means the relevant number of Rights exercised by a Participant.

FY21 means the financial year ending 30 June 2021;

FY22 means the financial year ending 30 June 2022;

Institutional Entitlement Offer means the component of the Entitlement Offer to raise approximately $2.4 million by the issue of Shares to certain institutional and sophisticated investors;

Invitation means an invitation to Participants to apply for or be granted Rights;

Joint Lead Managers means Morgans Corporate Limited and Wentworth Global Capital Finance Pty Limited;

Measurement Period means in relation to Performance Rights and Service Rights, the period or periods specified in the Invitation in relation to conditions applying to the vesting of the Rights;

Meeting or EGM means the extraordinary general meeting of shareholders convened by the Notice;

Notice means the notice of meeting to which this Explanatory Memorandum is attached;

Option means an Option to acquire a fully paid ordinary Share in the Company;

Performance Rights means Rights which are subject to performance related Vesting Conditions;

Placement means the Company’s placement to raise approximately $3.5 million by the issue of Shares to certain institutional and sophisticated investors, which was undertaken in conjunction with the Entitlement Offer, as announced on 21 May 2020; Participant means an executive, director or other employee selected to receive an Invitation;

Plan means the FirstWave Cloud Technology Limited Rights Plan the subject of Resolution 4 and a summary of the material terms of which are set out in Annexure B;

20 FirstWave Cloud Technology Limited

Glossary

Plan Rules means the rules of the Plan, a full copy of which is available at the Company’s registered office during normal business hours;

Relevant Invitation means the proposed Invitation to be granted under Resolutions 5, 6, 7 and 8 (as the context requires);

Restricted Rights means a Right which is fully vested at grant;

Restricted Shares means Shares acquired by exercise of vested Rights and which are subject to disposal restrictions, such as any Specified Disposal Restrictions;

Retail Entitlement Offer means the component of the Entitlement Offer to raise approximately $9.0 million by the issue of Shares to certain retail investors;

Rights means a Performance Right, Service Right or Restricted Right granted under the Plan, being an entitlements to the value of a Share, less any Exercise Price specified in an Invitation which may, when a parcel of Rights is exercised, be settled in the form of cash, or whole Shares (including Restricted Shares);

Service Rights means Rights that are subject to service related Vesting Conditions only;

Share or Ordinary Share means a fully paid ordinary share in the capital of the Company;

Shareholder means the registered holder of a Share;

Specified Disposal Restrictions means the period specified in an Invitation, if any, commencing when a Restricted Share is acquired by exercise of a Right and ending on the first to occur of; the date specified in the Invitation and the 15th anniversary of the grant date;

Sub-underwriter Options means the 30,000,000 unlisted Options the Company has agreed to issue under the Underwriting Agreement subject to obtaining Shareholder approval, and which is the subject of Resolution 2;

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

Underwriting Agreement means the Offer Management and Underwriting Agreement dated 21 May 2020 between the Company and the Joint Lead Managers;

Vesting Conditions means conditions that must be satisfied in order for vesting of a Right to occur; and

VWAP has the meaning given to the term ‘volume weighted average market price’ in the ASX Listing Rules.

Notice of Extraordinary General Meeting 2020

Annexure A

annexure a

Terms of Sub-underwriter Options

Exercise Price	$0.05 (5 cents) per Option.
Expiry Date	12 months from the issue date.
Conversion	Each Option converts into one Share in the capital of the Company.
Restrictions on tranfer	An Option is not capable of being transferred, sold, mortgaged, charged, hedged or made
	subject to any margin lending arrangement or otherwise disposed of or dealt with or
	encumbered in any way, and an Option will lapse immediately if any such thing purports
	to occur.
Participation rights	The Options do not carry any participation rights in new Share issues.
Exercise method	The Options may be exercised wholly or in part by the holder paying the applicable
	exercise price per Option to the Company.
	The Company will apply to ASX to have the Shares issued pursuant to the exercise
	of Optionsgranted ofcial quotation.
Shares to rank pari passu	All Shares issued upon exercise of the Options, and payment of the relevant exercise price
	to the Company, will rank pari passu in all respects with the Company’s then issued Shares.
	The Options will be unlisted. No quotation will be sought from ASX for the Options.
Capital reorganisation	In the event of a reorganisation of the issued capital of the Company prior to the Expiry
	Date, the rights attaching to each Option will be changed to the extent necessary
	to comply with the Listing Rules applying to a reorganisation of capital at the time of
	the reorganisation.
Dividends and voting	The Options do not provide the holder any entitlement to dividends.
	The Options do not entitle the holder to receive notice of, attend or vote at, any meeting
	of the Company’s shareholders.
Listing Rules	To the extent that any of these terms and conditions are inconsistent with or contrary
	to the Listing Rules, the Listing Rules provisions will prevail and these terms and
	conditions are deemed to incorporate the relevant Listing Rules provisions as an
	amendment to these terms.
Corporations Act	The holder’s right to exercise an Option is subject to compliance with Chapter 6 of the
	Corporations Act 2001 (Cth). If the exercise of an Option would result in the holder having
	a relevant interest greater than 20% of the Company’s voting shares on issue, then the
	holder maybe prohibited from exercisingits Option(s).

FirstWave Cloud Technology Limited

Annexure B

annexure b

Terms of Plan

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Aspect Details
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Instrument	The Plan uses Rights, which may be constructed as part of the terms of an Invitation, and
	that are an entitlement to either a Share (classifable as a security) or the value of a Share
	(less any Exercise Price) which may be satisfed either in cash and/or in Shares (at the Board’s
	discretion). Generally, it is expected that exercised Rights will be satisfed in Shares.
	The Plan allows for three classes of Rights which may be appropriate forms of remuneration
	under various circumstances, being;
	• Performance Rights which vest when relevant performance-based Vesting Conditions
	have been satisfed and will be used for the purpose of granting long term variable
	remuneration to executives,
	• Service Rights which vest after the completion of a period of service (ie time-based
	Vesting Conditions) and which are intended to be used as part of fxed remuneration
	for employees, or as a retention incentive below the executive level, and
	• Restricted Rights which are vested at grant and may be used to defer earned
	remuneration from time to time should it become appropriate to do so, or as part of fxed
	remuneration for non-executive directors.
Terms & Conditions	The Board has the discretion to set the terms and conditions on which it will ofer Rights
	under the Plan, including the Vesting Conditions and modifcation of the terms and
	conditions as appropriate to ensuring the Plan operates as intended. All Performance
	Rights and Service Rights that may be issued will be subject to Vesting Conditions and in
	the case of Performance Rights the conditions are intended to be challenging and linked
	to Shareholder value creation. The terms and conditions of the Plan include those aspects
	legally required as well as terms addressing exceptional circumstances, such as in the
	circumstances of a de-listing, a major return of capital to shareholders or the treatment of
	Rights and Restricted Shares on termination of employment.
	The Plan also contains customary and usual terms having regard to Australian law for dealing
	with windingup, administration, variation, suspension and termination of the Plan.
Variation of	To the extent permitted by the ASX Listing Rules, the Board retains the discretion to vary or
Terms & Conditions	amend the terms and conditions of the Plan.
Eligibility	The Board will select persons eligible to participate in the Plan (Participants) and will invite
	such Participants to participate in the Plan (Invitation). Participants include full time and part-
	time employees, directors and contractors.
Term	Each Invitation will specify the Term of Rights, as determined by the Board, and if not
	exercised within the Term the Rights will lapse. The maximum Term allowable is 15 years
	under the Plan Rules, which is based on the maximum tax deferral period in Australia.
Number of Rights	The number of Rights specifed in an Invitation will be at the discretion of the Board. It is
	intended that the number of Rights to be granted will be determined annually with regard
	to the Participant’s fxed pay, relevant market practices and the relevant policies of the
	Company regarding remuneration, such that total remuneration is appropriate in both
	quantum and structure.
Measurement Period	The Measurement Period is the period over which Vesting Conditions are assessed and
	may be determined by the Board as part of each Invitation but will generally be three
	years for Performance Rights (starting from the beginning of the frst fnancial year in the
	Measurement Period).

Notice of Extraordinary General Meeting 2020

Annexure B

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Aspect Details
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Vesting and	Vesting Conditions are to be determined by the Board as part of each Invitation.
Vesting Conditions	Performance Rights will vest based on selected measures of Company performance
	and service with the Company. They are intended to create alignment with indicators of
	shareholder value creation over the Measurement Period.
	Service Rights will vest based on periods service with the Company only, and will generally
	relate to annual remuneration cycles when granted as part of fxed remuneration.
	Restricted Rights are fully vested at grant but are subject to disposal restrictions. The
	disposal restrictions may extend to the Shares (Restricted Shares) that result from exercising
	Restricted Rights, as appropriate to circumstances. This is likely to be used where Vesting
	Conditions are not appropriate e.g. in the case of non-executive director fxed fees or
	deferred short term awards for executives.
Gates	The Board may attach gates to tranches of Performance Rights. A gate is a condition that, if
	not fulflled, will result in nil vesting of a tranche irrespective of performance in relation to the
	VestingConditions.
Cost of Rights and	No amount is payable by Participants for Rights unless otherwise determined by the Board.
Exercise Price	No Exercise Price is payable by a Participant to exercise Rights under the Rules. However,
	as part of the terms of an Invitation the Board may determine that a notional Exercise Price
	applies, which will be deducted from the value of a Share in determining the Exercised
	Rights Value i.e. creating a cashless exercise option or share appreciation Right which
	functions identically to an option, but is less dilutive than traditional options from a
	Shareholder perspective.
	The value of the Rights forms part of the fxed or variable remuneration appropriate to
	the Participants.
Exercise of Vested Rights	Vested Rights may be exercised at any time between the vesting date (or the latter elapsing
	of Exercise Restrictions if applicable) and the end of their term, by the Participant submitting
	an exercise notice, otherwise they will lapse. The Exercised Rights Value will be determined
	and will be either be paid in cash, converted into Shares based on the then Share price, or
	a combination of cash and Shares, as determined by the Board (depending on the terms
	of the Invitation). Generally, it is expected that vested Rights will be settled in Shares. Such
	Shares will often be Restricted Shares as they will be subject to disposal restrictions if the
	exercise occurs during a period in which trading in Shares is prohibited under the Company’s
	securities trading policy.
	In the case of Restricted Rights which are fully vested at grant, Exercise Restrictions apply for
	at least 90 days following grant.
Disposal Restrictions	Rights may not be sold, transferred, mortgaged, charged or otherwise dealt with or
	encumbered, except by force of law.
	Shares acquired from the exercise of vested Rights will be subject to disposal restrictions
	ordinarily applying to all Shares due to:
	• the Company’s securities trading policy, and
	• the insider trading provisions of the Corporations Act.
	In addition to such disposal restrictions, Shares resulting from the exercising of Rights that
	may not be traded due to the foregoing or because of Specifed Disposal Restrictions
	included in an Invitation will be Restricted Shares while they are so restricted. The Company
	will ensure that such restrictions are enforced due to the presence of CHESS holding locks
	or alternativelybyanytrustee that mayappointed in connection with the Plan.
Disposal and Exercise	In the event that a taxing point arises during employment with the Company in relation to
Restriction Release at	Restricted Rights or Restricted Shares and the Exercise Restrictions or Specifed Disposal
Taxing Point	Restrictions have not elapsed then they will cease to apply to 50% of the taxable Rights and
	Shares. This ensures that unreasonable tax outcomes are avoided.
Retesting	The Plan Rules do not allow retesting. Thus, the vesting achieved at the end of the
	Measurement Period maynot be increased with subsequent performance improvement.

FirstWave Cloud Technology Limited

Annexure B

Aspect

Details

Termination of Generally, if termination of employment occurs within the first year of the Measurement Employment Period, Performance Rights will be forfeited in the proportion that the remainder of the first year of the Measurement Period bears to a full year.

Remaining Performance Rights will then, in the discretion of the Board, either:

continue to be held and be tested for vesting at the end of the Measurement Period, or
be tested for vesting at the time of the termination of employment.

Any Performance Rights that do not vest at the testing date will be forfeited.

If Performance Rights are exercised after the termination of employment and the Share price is lower at the date of exercise than on the date of termination, then the Exercised Rights Value will be settled in cash, unless the Invitation specifies settlement in Shares only.

On termination of employment or cessation of office:

Service Rights – unvested Service Rights will vest in proportion to the service period that has been completed by the Participant; and
Restricted Rights – granted Restricted Rights will remain on issue notwithstanding that a Participant does not complete the service period relating to the period for which salary has been sacrificed.

Vested Rights held after a termination of employment will be automatically exercised 90 days after the date on which the Participant ceases to hold any unvested Rights and all Exercise Restrictions have elapsed.

Delisting the Vesting Conditions specified in an Invitation for Performance Rights will cease to apply and:

Unvested Performance Rights in each tranche will vest in accordance with the following formula:

(Share Price at the Effective Date - Share Price Number of Unvested % of First Year at Measurement Period Commencement) Performance = Performance X of Measurement X Rights to Vest Rights Period Elapsed Share Price at Measurement Period Commencement

Remaining Performance Rights may vest or lapse as determined by the Board;
Service Rights will vest to the extent determined to be appropriate by the Board under the circumstances applicable to each grant of Service Rights, and
Exercise Restrictions and Specified Disposal Restrictions will cease to apply on the date determined by the Board.

Major Return of Capital In the event that the Board forms the view that a major part of the Company’s assets or or Demerger operations will imminently cease to be owned by the Company (or a related body corporate, as that term is defined in the Corporations Act) due to an intention to sell or separately list those assets or operations, or in the event of a major return of capital to Shareholders, the Board has discretion to vest, lapse or adjust the terms of Rights such that Participants are neither advantaged nor disadvantaged by the corporate action.

Restricted Rights will cease to be subject to Exercise Restrictions and Specified Disposal Restrictions prior to the return of capital or demerger, on the date determined by the Board.

Board Discretion and Preventing Inappropriate Benefits

The Board has discretion to adjust the number of Rights that ultimately vest if it forms the view that the unadjusted outcome is not appropriate to the circumstances that prevailed over the Measurement Period and/or to the contribution of a Participant to outcomes over the Measurement Period.

The Board has sole discretion to determine that some or all unexercised Rights held by a Participant lapse on a specified date, if allowing the Rights to be retained would, in the opinion of the Board, result in an inappropriate benefit to the Participant. Such circumstances would include joining a competitor or actions that harm the Company’s stakeholders.

In the case of fraud or misconduct, Participant will forfeit all unvested Rights.

Notice of Extraordinary General Meeting 2020

Annexure B

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Aspect Details
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Bonus Issues, Rights	The number of Rights held by Participants will be proportionately adjusted to refect bonus
Issues, Voting and	issues. Right holders will not participate in Shareholder rights issues but may, subject to the
Dividend Entitlements	ASX Listing Rules, be ofered options on similar terms to the rights issue.
	Rights do not carry voting or dividend entitlements. Shares (including Restricted Shares)
	issued when Rights are exercised carry all entitlements of Shares, including voting and
	dividend entitlements.
Quotation	Rights will not be quoted on the ASX. The Company will apply for ofcial quotation of any
	Shares issued under the Plan, in accordance with the ASX ListingRules.
Issue or Acquisition	Shares allocated to a Participant when Rights are exercised under the Plan may be issued
of Shares	by the Company or acquired on or of market by a trustee whose purpose is to facilitate the
	operation of the Plan.
Cost and Administration	The Company will pay all costs of issuing and acquiring Shares for the purposes of satisfying
	exercised Rights, as well as any brokerage on acquisitions of Shares for this purpose and all
	costs of administeringthe Plan.
Hedging	The Company prohibits the hedging of Rights or Shares subject to disposal restrictions by
	specifed Participants

FirstWave Cloud Technology Limited

Annexure C

annexure C

Additional Terms of Service Rights under Relevant Invitations (Resolution 5)

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Aspect Details
Vesting Conditions Each tranche of Service Rights under the Relevant Invitation are subject to a vesting
and Vesting Date condition that the Participant remains employed with the Company during and at the expiry
of the relevant Measurement Period ( Vesting Condition ).
The Measurement Periods applicable to each tranche of Service Rights under the Relevant
Invitation are set out below:
Tranche of
Service Rights Measurement Period
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	Tranche 1 1 January2020 to 31 May2020
	Tranche 2 1 June 2020 to 30 September 2020
	Tranche 3 1 October 2020 to 31 December 2020
	Tranche 4 1 January2021 to 31 March 2021
	Tranche 5 1 April 2021 to 30 June 2021
	Tranche 6 1 July2021 to 31 December 2021
	The Service Rights will vest on the date on which the relevant Vesting Condition is satisfed (Vesting Date).
Variation of Terms & Conditions	The Board has the discretion to set the terms and conditions on which it will ofer Rights under the Plan, including the terms of Invitations and modifcation of the terms and conditions as appropriate to ensuringthe plan operates as intended.
Term	The Service Rights that are the subject of Resolution 5 will have a term of 15 years and if not exercised within the Term the Rights will lapse.
Exercise of Service Rights	Service Rights may be exercised at any time between the Vesting Date (or if applicable, upon the expiry of Exercise Restrictions) and the end of the Term. On exercise one Share will be provided for each Service Right exercised.
Exercise Restrictions	Service Rights granted in relation to Resolution 5 are subject to an Exercise Restriction for 90 days followingthe Grant Date.
Specifed Disposal Restriction	Shares acquired from the exercise of vested Service Rights granted in relation to this Resolution 5 will be subject to a Specifed Disposal Restriction which elapses on the earlier of: 1. the Participant ceasing to hold ofce or employment with the Company, or 2. 30 June 2023. The Specifed Disposal Restriction prevents the Restricted Shares that may result from exercising the Service Rights from being disposed until the expiry of the Specifed Disposal Restriction.
Cessation of Ofce and Employment with the Company	Unvested Service Rights for which the Measurement Period has not commenced will be forfeited on the date of cessation of employment. Unvested Service Rights for which the Measurement Period has commenced but not been completed will vest pro rata based on portion of the period completed up to the date of cessation of employment, with the remainder lapsing. Vested Service Rights held after cessation of ofce or employment with the Company will be automatically exercised 90 days after the date on which the Participant ceases to hold any unvested Rights and Exercise Restrictions have elapsed.

Notice of Extraordinary General Meeting 2020

Annexure C

Aspect	Details
Delisting	In the case that the Board determines that the Company will imminently be delisted, the
	Board will apply its discretion to determine the appropriate vesting of any unvested Service
	Rights (if any) on a specifed date appropriate to the circumstances and the periods of
	service completed bythe holder of such Service Rights at that date.
Major Return of Capital	Unvested Service Rights will either vest to the extent determined by the Board, with the
or Demerger	remainder lapsing, or the Board will adjust the number and vesting conditions of Service
	Rights held so that Participants are neither advantaged nor disadvantaged by the return of
	capital or demerger.
Board Discretion	The Board has sole discretion to determine that some or all unexercised Rights lapse on
and Preventing	a specifed date if allowing the Rights to be exercised would, in the opinion of the Board,
Inappropriate Benefts	result in an inappropriate beneft to a Participant. Such circumstances would include joining a
	competitor or actions that harm the Company’s stakeholders.
	In the case of fraud or misconduct, all unvested Rights are forfeited.
Hedging	The Company prohibits the hedging of these Service Rights or Restricted Shares issued
	upon the exercise of such Service Rights.

FirstWave Cloud Technology Limited

Annexure D

annexure D

Additional Terms of Restricted Rights under Relevant Invitations (Resolutions 6 to 8)

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Condition of Grant	The grant of Restricted Rights is subject to the relevant Director being a Director of the
	Companyat the relevant time.
Vesting Date	The Restricted Rights are fully vested at grant and therefore the Vesting Date will be the
	same date as the date of grant, but are subject to disposal restrictions which extend to the
	Shares that result from exercisingRestricted Rights as set out below.
Variations of	The Board has the discretion to set the terms and conditions on which it will ofer Rights
Terms & Conditions	under the Plan, including the terms of Invitations and modifcation of the terms and
	conditions as appropriate to ensuringthe plan operates as intended.
Term	Restricted Rights that are the subject of these Resolutions will have a term of 15 years and if
	not exercised within the Term the Rights will lapse.
Exercise of Restricted	Restricted Rights may be exercised at any time between the Vesting Date (or if applicable,
Rights	upon the expiry of Exercise Restrictions) and the end of the Term. On exercise one Share will
	be provided for each Restricted Right exercised.
Exercise Restrictions	Restricted Rights granted in relation to these Resolutions are subject to an Exercise
	Restriction for 90 days followingthe Grant Date
Specifed Disposal	Shares acquired from the exercise Restricted Rights granted in relation to these Resolutions
Restrictions	will be subject to a Specifed Disposal Restriction which elapses on the earlier of:
	1. the Participant ceasing to hold ofce or employment with the Company, or
	2. 30 June 2023.
	The Specifed Disposal Restriction prevents the Restricted Shares that may result from
	exercising the Restricted Rights from being disposed until the expiry of the Specifed
	Disposal Restriction.
Cessation of Ofce and	Restricted Rights held after cessation of ofce or employment with the Company will be
Employment with the	automatically exercised 90 days after the date on which the Participant ceases to hold any
Company	unvested Rights and Exercise Restrictions have elapsed.
Delisting	In the case that the Board determines that the Company will imminently be delisted,
	Specifed Disposal Restrictions and Exercise Restrictions will cease on the date determined
	bythe Board.
Major Return of Capital	In the event that the Board forms the view that a major part of the Company’s assets or
or Demerger	operations will imminently cease to be owned by the Group due to an intention to sell or
	separately list those assets or operations, or in the event of a major return of capital to
	Shareholders, Exercise Restrictions will cease to apply to Restricted Rights on the date
	determined bythe Board.
Board Discretion	The Board has sole discretion to determine that some or all unexercised Rights lapse on
and Preventing	a specifed date if allowing the Rights to be exercised would, in the opinion of the Board,
Inappropriate Benefts	result in an inappropriate beneft to a Participant. Such circumstances would include joining a
	competitor or actions that harm the Company’s stakeholders.
	In the case of fraud or misconduct, all unvested Rights are forfeited.
Hedging	The Company prohibits the hedging of these Restricted Rights or Restricted Shares issued
	upon the exercise of such Restricted Rights.

Notice of Extraordinary General Meeting 2020

FIRSTWAVE

CLOUD SECURITY TECHNOLOGY

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notice of extraordinary general meeting 2020

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Sydney time) Monday 27 July 2020 Proxy Form XX How to Vote on Items of Business Lodge your Proxy Form: All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: Individual: Where the holding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of the securityholders should Computershare Investor Services Pty Limited sign. GPO Box 242 Melbourne VIC 3001 Power of Attorney: If you have not already lodged the Power of Attorney with the registry, Australia please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Fax:

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

ATTENDING THE MEETING

IMPORTANT INFORMATION REGARDING COVID 19

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

This Extraordinary General Meeting will be held as a virtual meeting as physical attendance is not being offered in order to comply with Government restrictions on public gatherings and interstate travel, and to ensure the health and safety of staff and shareholders. Details on attending the EGM virtually are included in the Notice of Meeting available on the Company’s website www.firstwavecloud.com/news.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. 9999999999 I ND

Proxy Form

Please mark to indicate your directions

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Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of FirstWave Cloud Technology Limited hereby appoint the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s). or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of FirstWave Cloud Technology Limited to be held online at https:// web.lumiagm.com on Wednesday, 29 July 2020 at 10:00am (Sydney time) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 4, 5, 6, 7 & 8 (except where I/we have indicated a different voting intention in step 2) even though Items 4, 5, 6, 7 & 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 4, 5, 6, 7 & 8 by marking the appropriate box in step 2. Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. ORDINARY BUSINESS For Against Abstain 1. Ratification of Prior Issue of Placement Shares 2. Issue of Options to Sub-underwriters 3. Election of David Acton as a Director 4. Approval of the FirstWave Cloud Technology Limited Rights Plan 5. Approval for the Granting of Service Rights to a Director – John Grant 6. Approval for the Granting of Restricted Rights to a Director – Scott Lidgett 7. Approval for the Granting of Restricted Rights to a Director – Paul MacRae 8. Approval for the Granting of Restricted Rights to a Director – David Acton The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. Step 3 Signature of Securityholder(s) This section must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

For Against Abstain

F C T

2 6 5 2 9 1 A

Online Meeting Guide

Getting Started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time and you will need to either:

a) Visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari,Internet Explorer 11, Edge and Firefox. Please ensure your browser is compatible; or

b) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.

Meeting ID: 365-185-637

To log in, you must have the following information:

Australian Residents

Username (SRN or HIN) and Password (postcode of your registered address)

Overseas Residents

Username (SRN or HIN) and Password (three-character country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN. A full list is provided at the end of this guide.

Appointed Proxy

To receive your username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

Online registration will open 1 hour before the start of the meeting

To participate in the meeting, you will be required to enter the unique 9 digit Meeting ID provided above. 1

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To proceed into the meeting, you will need to read and accept the Terms and Conditions.

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OR
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To register as a securityholder, select ‘I have a login’ and enter your username (SRN or HIN) and 3 password (postcode or country code).

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If you are a visitor, select ‘I am a guest’ and enter 3a your name and email details. Please note, visitors will not be able to ask questions or vote at the meeting.

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Once logged in, you will see the home page, which 4 displays the meeting documents and information on the meeting. Icons will be displayed in different areas, depending on the device you are using.

5 View the webcast To view proceedings you must tap the broadcast arrow on your screen. Video and/or slides of the meeting will appear after approx. 30 seconds*. Toggle between the up or down arrow to view another screen.

(*Dependant on the speed of your internet)

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The broadcast bar allows you to view and listen to the proceedings Home page icon, displays meeting information

Questions icon, used to ask questions

Voting icon, used to vote. Only visible when the chairman opens poll

6 To Vote

When the Chairman declares the poll open:

A voting icon will appear on your device and theMeeting Resolutions will be displayed.
To vote tap one of the voting options. Your
response will be highlighted.

7 To Ask Questions

Tap on the Questions icon to submit a question, type your question in the chat box at the bottom of the screen and then select the send icon .

Confirmation that your message has been received will appear.

To change your vote, simply press a different option to override.

The number of items you have voted or yet to vote on, is displayed at the top of the screen.

Votes may be changed up to the time the chairman closes the poll.

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On some devices, to vote, you may need to minimise the webcast by selecting the arrow in the broadcast bar, audio will still be available. To return to the webcast after voting, select the arrow again.

For Assistance

If you require assistance prior to or during the Meeting, please call +61 3 9415 4024

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https://web.lumiagm.com

COUNTRY CODES Select your country code from the list below and enter it into the password field.

CPV CAPE VERDE ISM BRITISH ISLES CRI COSTA RICA ISR ISRAEL CUB CUBA ITA ITALY CXR CHRISTMAS ISLAND JAM JAMAICA CYM CAYMAN ISLANDS JEY JERSEY CYP CYPRUS JOR JORDAN CZE CZECH REPUBLIC JPN JAPAN DEU GERMANY KAZ KAZAKHSTAN DJI DJIBOUTI KEN KENYA DMA DOMINICA KGZ KYRGYZSTAN DNK DENMARK KHM CAMBODIA DOM DOMINICAN REPUBLIC KIR KIRIBATI DZA ALGERIA KNA ST KITTS AND NEVIS ECU ECUADOR KOR KOREA REPUBLIC OF EGY EGYPT KWT KUWAIT ERI ERITREA LAO LAO PDR ESH WESTERN SAHARA LBN LEBANON ESP SPAIN LBR LIBERIA EST ESTONIA LBY LIBYAN ARAB ETH ETHIOPIA JAMAHIRIYA FIN FINLAND LCA ST LUCIA FJI FIJI LIE LIECHTENSTEIN FLK FALKLAND ISLANDS LKA SRI LANKA (MALVINAS) LSO LESOTHO FRA FRANCE LTU LITHUANIA FRO FAROE ISLANDS LUX LUXEMBOURG FSM MICRONESIA LVA LATVIA GAB GABON MAC MACAO GBR UNITED KINGDOM MAF ST MARTIN GEO GEORGIA MAR MOROCCO GGY GUERNSEY MCO MONACO GHA GHANA MDA MOLDOVA REPUBLIC OF GIB GIBRALTAR MDG MADAGASCAR GIN GUINEA MDV MALDIVES GLP GUADELOUPE MEX MEXICO GMB GAMBIA MHL MARSHALL ISLANDS GNB GUINEA-BISSAU MKD MACEDONIA FORMER GNQ EQUATORIAL GUINEA YUGOSLAV REP

ABW ARUBA

AFG AFGHANISTAN AGO ANGOLA AIA ANGUILLA ALA ALAND ISLANDS ALB ALBANIA AND ANDORRA ANT NETHERLANDS ANTILLES ARE UNITED ARAB EMIRATES ARG ARGENTINA ARM ARMENIA ASM AMERICAN SAMOA ATA ANTARCTICA ATF FRENCH SOUTHERN TERRITORIES ATG ANTIGUA AND BARBUDA

AUS AUSTRALIA ETH ETHIOPIA JAMAHIRIYA AUT AUSTRIA FIN FINLAND LCA ST LUCIA AZE AZERBAIJAN FJI FIJI LIE LIECHTENSTEIN BDI BURUNDI FLK FALKLAND ISLANDS LKA SRI LANKA BEL BELGIUM (MALVINAS) LSO LESOTHO BEN BENIN FRA FRANCE LTU LITHUANIA BFA BURKINA FASO FRO FAROE ISLANDS LUX LUXEMBOURG BGD BANGLADESH FSM MICRONESIA LVA LATVIA BGR BULGARIA GAB GABON MAC MACAO BHR BAHRAIN GBR UNITED KINGDOM MAF ST MARTIN BHS BAHAMAS GEO GEORGIA MAR MOROCCO BIH BOSNIA & GGY GUERNSEY MCO MONACO HERZEGOVINA GHA GHANA MDA BLM ST BARTHELEMY GIB GIBRALTAR MDG MADAGASCAR BLR BELARUS GIN GUINEA MDV MALDIVES BLZ BELIZE GLP GUADELOUPE MEX MEXICO BMU BERMUDA GMB GAMBIA MHL MARSHALL ISLANDS BOL BOLIVIA GNB GUINEA-BISSAU MKD MACEDONIA FORMER BRA BRAZIL GNQ EQUATORIAL GUINEA YUGOSLAV REP BRB BARBADOS GRC GREECE MLI MALI BRN BRUNEI DARUSSALAM GRD GRENADA MLT MALTA BTN BHUTAN GRL GREENLAND MMR MYANMAR BUR BURMA GTM GUATEMALA MNE MONTENEGRO BVT BOUVET ISLAND GUF FRENCH GUIANA MNG MONGOLIA BWA BOTSWANA GUM GUAM MNP NORTHERN MARIANA BLR BELARUS GUY GUYANA ISLANDS CAF CENTRAL AFRICAN HKG HONG KONG MOZ MOZAMBIQUE REPUBLIC HMD HEARD AND MRT MAURITANIA CAN CANADA MCDONALD ISLANDS MSR MONTSERRAT CCK COCOS (KEELING) HND HONDURAS MTQ MARTINIQUE ISLANDS HRV CROATIA MUS MAURITIUS CHE SWITZERLAND HTI HAITI MWI MALAWI CHL CHILE HUN HUNGARY MYS MALAYSIA CHN CHINA IDN INDONESIA MYT MAYOTTE CIV COTE D’IVOIRE IMN ISLE OF MAN NAM NAMIBIA CMR CAMEROON IND INDIA NCL NEW CALEDONIA COD CONGO DEMOCRATIC IOT BRITISH INDIAN OCEAN NER NIGER REPUBLIC OF TERRITORY NFK NORFOLK ISLAND COG CONGO PEOPLES IRL IRELAND NGA NIGERIA REPUBLIC OF IRN IRAN ISLAMIC NIC NICARAGUA COK COOK ISLANDS REPUBLIC OF NIU NIUE COL COLOMBIA IRQ IRAQ NLD NETHERLANDS COM COMOROS ISL ICELAND NOR NORWAY

MLI MALI MLT MALTA MMR MYANMAR MNE MONTENEGRO MNG MONGOLIA MNP NORTHERN MARIANA ISLANDS

NPL NEPAL TKM TURKMENISTAN NRU NAURU TLS EAST TIMOR NZL NEW ZEALAND DEMOCRATIC REP OF OMN OMAN TMP EAST TIMOR PAK PAKISTAN TON TONGA PAN PANAMA TTO TRINIDAD & TOBAGO PCN PITCAIRN ISLANDS TUN TUNISIA PER PERU TUR TURKEY PHL PHILIPPINES TUV TUVALU PLW PALAU TWN TAIWAN PNG PAPUA NEW GUINEA TZA TANZANIA UNITED POL POLAND REPUBLIC OF PRI PUERTO RICO UGA UGANDA PRK KOREA DEM PEOPLES UKR UKRAINE REPUBLIC OF UMI UNITED STATES MINOR PRT PORTUGAL OUTLYING PRY PARAGUAY URY URUGUAY PSE PALESTINIAN USA UNITED STATES OF TERRITORY OCCUPIED AMERICA PYF FRENCH POLYNESIA UZB UZBEKISTAN QAT QATAR VAT HOLY SEE (VATICAN REU REUNION CITY STATE) ROU ROMANIA VCT ST VINCENT & THE RUS RUSSIAN FEDERATION GRENADINES RWA RWANDA VEN VENEZUELA SAU SAUDI ARABIA VGB BRITISH VIRGIN KINGDOM OF ISLANDS SCG SERBIA AND VIR US VIRGIN ISLANDS MONTENEGRO VNM VIETNAM SDN SUDAN VUT VANUATU SEN SENEGAL WLF WALLIS AND FUTUNA SGP SINGAPORE WSM SAMOA SGS STH GEORGIA & STH YEM YEMEN SANDWICH ISL YMD YEMEN DEMOCRATIC SHN ST HELENA YUG YUGOSLAVIA SOCIALIST SJM SVALBARD & JAN FED REP MAYEN ZAF SOUTH AFRICA SLB SOLOMON ISLANDS ZAR ZAIRE SLE SIERRA LEONE ZMB ZAMBIA SLV EL SALVADOR ZWE ZIMBABWE SMR SAN MARINO SOM SOMALIA SPM ST PIERRE AND MIQUELON SRB SERBIA STP SAO TOME AND PRINCIPE SUR SURINAME SVK SLOVAKIA SVN SLOVENIA SWE SWEDEN SWZ SWAZILAND SYC SEYCHELLES SYR SYRIAN ARAB REPUBLIC TCA TURKS AND CAICOS ISLANDS TCD CHAD TGO TOGO THA THAILAND TJK TAJIKISTAN TKL TOKELAU

AI assistant

FIRSTWAVE CLOUD TECHNOLOGY LIMITED — AGM Information 2020

64905_rns_2020-06-29_58a4d781-4b8c-4671-b025-35c9c1673d58.pdf

Dear Shareholder,

Resolution 1 – Ratification of Prior Issue of Placement Shares

Resolution 2 – Issue of Options to Sub-underwriters

Resolution 3 – Election of David Acton as a Director

Resolution 4 – Approval of the FirstWave Cloud Technology Limited Rights Plan

Resolutions 8 – Approval for the Granting of Restricted Rights to Mr David Acton

Board Recommendation

Questions

Yours faithfully

notice of extraordinary general meeting 2020

notice of extraordinary general meeting

Attendance via online platform

AGENDA

Item 1. Ordinary Business

Resolution 1: Ratification of Prior Issue of Placement Shares

Voting Exclusion Statement:

Chairman appointed as proxy:

Resolution 2: Issue of Options to Sub-underwriters

Voting Exclusion Statement:

Chairman appointed as proxy:

Resolution 3: Election of David Acton as a Director

Chairman appointed as proxy:

Resolution 4: Approval of the FirstWave Cloud Technology Limited Rights Plan (the Plan)

Voting Exclusion Statement:

Voting Restriction pursuant to Section 250BD of the Corporations Act:

Chairman appointed as proxy:

Resolution 5: Approval for the Granting of Service Rights to a Director - John Grant

Voting Exclusion Statement:

Voting Restriction pursuant to Section 250BD of the Corporations Act:

Chairman appointed as proxy:

Resolution 6: Approval for the Granting of Restricted Rights to a Director - Scott Lidgett

Voting Exclusion Statement:

Voting Restriction pursuant to Section 250BD of the Corporations Act:

Chairman appointed as proxy:

Resolution 7: Approval for the Granting of Restricted Rights to a Director - Paul MacRae

Voting Exclusion Statement:

Voting Restriction pursuant to Section 250BD of the Corporations Act:

Chairman appointed as proxy:

Resolution 8: Approval for the Granting of Restricted Rights to a Director - David Acton

Voting Exclusion Statement:

Voting Restriction pursuant to Section 250BD of the Corporations Act:

Chairman appointed as proxy:

NOTES

Determination of entitlement to attend and vote

Proxies

How the Chairman of the meeting will vote undirected proxies

Admission to meeting

Joint holders

Quorum

explanatory memorandum

Resolution 1: Ratification of Prior Issue of Placement Shares

Technical information required by ASX Listing Rule 7.5

Directors’ recommendation

Resolution 2: Issue of Options to Sub-underwriters

Technical information required by ASX Listing Rule 7.3

Directors’ recommendation

Resolution 3: Election of David Acton as a Director

Directors’ recommendation

Resolution 4: Approval of the FirstWave Cloud Technology Limited Rights Plan (the Plan)

Directors’ recommendation

Resolution 5 to 8: Approval for the Granting of Rights to Directors

Note:

Directors’ recommendation

Gai Stephens

glossary

annexure a

Terms of Sub-underwriter Options

annexure b

Terms of Plan

Aspect

Details

annexure C

Additional Terms of Service Rights under Relevant Invitations (Resolution 5)

annexure D

Additional Terms of Restricted Rights under Relevant Invitations (Resolutions 6 to 8)

FIRSTWAVE

Need assistance?

FIRSTWAVE CLOUD TECHNOLOGY LIMITED AGM Information 2020