FRONTIER DIGITAL VENTURES LIMITED — AGM Information 2018

Apr 25, 2018

(ABN 25 609 183 959) Notice of Annual General Meeting

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Notice is given that the Annual General Meeting of Shareholders of Frontier Digital Ventures Limited ( FDV or the Company ) will be held as follows:

Date: Friday 25 May 2018

Time: 11:00 am (AEST)

Venue: Computershare Investor Services Pty Limited Conference Centre Yarra Falls, 452 Johnston Street Abbotsford VIC 3067

Business

Financial statements and reports

To receive and consider the Company’s annual financial report, including the directors’ report and the auditor’s report for the year ended 31 December 2017.

1. Adoption of Remuneration report

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

“That the Company adopt the remuneration report for the year ended 31 December 2017 in accordance with section 250R(2) of the Corporations Act 2001 (Cth).”

Notes:

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

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 1:

• by or on behalf of a member of the Company’s Key Management Personnel (KMP) whose remuneration details are disclosed in the remuneration report for the year ended 31 December 2017 or their closely related parties, in any capacity; or

• as a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their closely related parties.

• However, votes will not be disregarded if they are cast as proxy for a person who is entitled to vote on Resolution 1:

• in accordance with the directions on the proxy form; or

• by the person chairing the Meeting, in accordance with an express authorisation to exercise the proxy even though Resolution 1 is connected with the remuneration of KMP.

• The Chairman intends to vote all available undirected proxies in favour of this Resolution 1.

2. Election of Mr Anthony Klok as a Director

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

“That Mr Anthony Klok, who was appointed a Director during the last financial year, retires in accordance with the Company’s Constitution and, being eligible, offers himself for election, be elected as a Director of the Company.”

3. Approval to issue ordinary shares to Non-Executive Chairman Mr David Baxby

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue to Mr David Baxby or his nominee fully paid ordinary shares in accordance with the terms summarised in the Explanatory Memorandum attached.”

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• Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Mr David Baxby, any other director and any of their associates, unless the vote is cast: (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

However, the entity need not disregard a vote if:

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

• • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• The Chairman intends to vote all available undirected proxies in favour of this Resolution 3.

4. Approval to issue ordinary shares to Non-Executive Director Mr Mark Licciardo

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue to Mr Mark Licciardo or his nominee fully paid ordinary shares in accordance with the terms summarised in the Explanatory Memorandum attached.”

• Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Mr Mark Licciardo, any other director and any of their associates, unless the vote is cast: (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• However, the entity need not disregard a vote if: • It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• The Chairman intends to vote all available undirected proxies in favour of this Resolution 4.

5. Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

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

“That in accordance with ASX Listing Rule 7.4, the Company ratifies and approves for the purposes of ASX Listing Rule 7.1, the issue of 173,099 fully paid ordinary shares in the capital of the Company, details of which are set out in the Explanatory Memorandum attached.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 5 by Marco Rampazzo, Loh Lim Shen Yi, Chan Shiao Mae, Jason Thoe Chih Chuen and any of their associates, unless the vote is cast:

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

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• However, the entity need not disregard a vote if:

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

• • It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• The Chairman will vote all available undirected proxies in favour of this Resolution 5.

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6. Appointment of Auditor

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

“That, in accordance with section 327B(1)(a) of the Corporations Act 2001 (Cth) and for all other purposes, Deloitte Touche Tohmatsu having been nominated by a Shareholder and consented in writing to act in the capacity of Auditor, be appointed as the Auditor of Frontier Digital Ventures Limited.”

7. Approval of 10% Placement Facility

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

“That for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities totalling up to 10% of the Company's share capital calculated in accordance with ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 7 by any person who may participate in the proposed issue of equity securities under this Resolution 7 and any person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder. if Resolution 7 is passed, and any of their associates, unless the vote is cast:

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

• (b) by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

However, the entity need not disregard a vote if:

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

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

The Chairman intends to vote all available undirected proxies in favour of Resolution 7.

Note: In accordance with ASX Listing Rule 14.11.1 and the relevant note under that rule concerning ASX Listing Rule 7.1A, as at the date of this notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded.

Other business

To consider any other business that may lawfully be brought forward in accordance with the Constitution of the Company or the law.

Other information

An Explanatory Memorandum accompanies and forms part of this notice of Annual General Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Voting by proxy

Any Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company and can be either an individual or a body corporate. A Shareholder can appoint a proxy by completing and returning a signed proxy form.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

If a Shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

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• a) appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) (the Corporations Act ); and

• b) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If you do not direct your proxy how to vote on a particular item of business, you are authorising your proxy to vote as they decide, subject to any applicable voting exclusions.

If your proxy does not attend the Meeting, the Chairman will become your proxy by default. The Chairman intends to vote in favour of all resolutions on the agenda.

If you appoint the Chairman of the Meeting as your proxy or the Chairman of the Meeting is appointed as your proxy by default, and you do not provide any voting directions on your proxy form, by completing and returning the proxy form you will be expressly authorising the Chairman of the Meeting to cast your vote as he sees fit. If you intend to appoint a member of the KMP (other than the Chairman) or any of their closely related parties as your proxy on Resolutions 1, 3 & 4, please ensure that you direct them how to vote on Resolutions 1, 3 & 4.

Proxies must be:

• (a) lodged at the Company’s share registry, Computershare Investor Services Pty Limited; or

• (b) faxed to the fax number specified below

no later than 11:00 am (AEST) on Wednesday 23 May 2018.

Address (hand deliveries): Computershare Investor Services Pty Limited 452 Johnston Street, Abbotsford VIC 3067 Address (postal deliveries): C/-Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, Australia Fax number for lodgement: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

Custodian Voting

Shareholders who are subscribers of Intermediary Online, please submit your votes electronically via www.intermediaryonline.com

Entitlement to vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that for the purposes of the meeting shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (AEST) on Wednesday 23 May 2018. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Intentions

Subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of all resolutions on the agenda.

In respect of all available undirected proxies, subject to any voting restrictions and exclusions, the Chairman intends to vote in favour of all resolutions on the agenda.

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Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions or make comments on the management of the Company at the Annual General Meeting.

Similarly, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions to the Company’s external Auditor, PricewaterhouseCoopers, relevant to:

• (a) the conduct of the audit;

• (b) the preparation and contents of the audit;

• (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to PricewaterhouseCoopers if the question is relevant to the content of PricewaterhouseCoopers’ audit report or the conduct of its audit of the Company’s financial report for the year ended 31 December 2017.

Relevant written questions to PricewaterhouseCoopers must be submitted no later than 5:00pm (AEST) on Thursday 17 May 2018. A list of those questions will be made available to Shareholders attending the meeting. PricewaterhouseCoopers will either answer questions at the meeting or table written answers to them at the meeting. If written answers are tabled at the meeting, they will be made available to Shareholders as soon as practicable after the meeting.

Please send written questions for PricewaterhouseCoopers to:

By facsimile - +61 3 9602 4709;

Post to – C/ Mertons Corporate Services Pty Ltd – Level 7, 330 Collins Street, Melbourne VIC 3000

by no later than 5:00pm (AEST) on Thursday 17 May 2018.

By order of the Board

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Mark Licciardo Company Secretary

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(ABN 91 157 710 846) Explanatory Memorandum

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This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by Shareholders of Frontier Digital Ventures Limited ( FDV or the Company ) at the 2018 Annual General Meeting to be held commencing at 11:00 am on Friday 25 May 2018 at Computershare Investor Services Pty Limited, Conference Centre, Yarra Falls, 452 Johnson Street, Abbotsford VIC 3067.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Financial statements and reports

Under section 317 of the Corporations Act, FDV is required to lay its annual financial report, directors’ report and auditor’s report before its Shareholders at its Annual General Meeting. The annual financial report is submitted for Shareholders’ consideration and discussion at the Annual General Meeting as required. Meeting attendees are invited to direct questions to the Chairman in respect of any aspect of the report they wish to discuss. There is no requirement, either in the Corporations Act or the Company’s Constitution, for Shareholders to approve the reports.

Representatives of FDV’s auditor, PricewaterhouseCoopers, will be present for discussion purposes on matters of relevance to the audit.

Shareholders can access a copy of the annual report on the Company’s website at www.frontierdv.com .

Resolution 1 – Adoption of Remuneration report

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolution 1. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 1.

Resolution 1 provides Shareholders the opportunity to vote on FDV’s remuneration report. The remuneration report is contained in the directors’ report. Under section 250R(2) of the Corporations Act, FDV must put the adoption of its remuneration report to a vote at its Annual General Meeting.

This vote is advisory only and does not bind the Directors or FDV.

The Board will consider the outcome of the vote and comments made by Shareholders on the remuneration report at this meeting when reviewing FDV’s remuneration policies. If 25% or more of the votes that are cast are voted against the adoption of the remuneration report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of FDV’s directors other than the managing director must be offered up for election.

Key Management Personnel (including Directors) and their closely related parties must not cast a vote on the remuneration report, unless as holders of directed proxies for Shareholders eligible to vote on Resolution 1.

FDV encourages all Shareholders to cast their votes on this resolution. The Chairman intends to vote all available undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy form.

Resolution 2 – Election of Mr Anthony Klok

Board recommendation and undirected proxies. The Board recommends that Shareholders vote in FAVOUR of Resolution 2. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 2.

Pursuant to Clause 8.1 of the Constitution Mr Anthony Klok will retire and seek election.

Mr Klok was appointed to the Board on 21 December 2017.

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Mr. Klok has more than 35 years’ advisory and operational experience in diverse areas including legal, corporate advisory, media and technology and internet businesses. Mr. Klok is an experienced lawyer and senior executive with considerable experience in sourcing, negotiating and investing in online and technology companies. Mr. Klok has significant Board experience within the online classifieds sector as a former non- executive Director of both Carsales and Seek. Mr. Klok’s current and previous board positions include Friendsurance International, Friendsurance Australia, Genero (alternate), Betfair Australia, Zoom2U, Temando, Service Seeking, Open Agent, Fox Sports, Carsales, Seek, NineMSN, Ticketek, Sydney SuperDome, Wizard and TMS.

• Mr. Klok holds a double degree of Bachelor of Commerce and Laws from the University of Tasmania.

Resolution 3 and 4 – Approval to issue ordinary shares to Directors

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolutions 3 and 4. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolutions 3 and 4.

Messrs Baxby and Licciardo, (together the Related Parties) all executed Letters of Appointment pursuant to which each of the Related Parties agreed to provide services to the Company as NonExecutive Directors.

In consideration of the appointments, the Company agreed to pay each of the Related Parties (or an entity nominated by them), the following remuneration for the period 1 January 2017 – 31 December 2017 or the period of their tenure as Director during the 2017 Financial Year:

• (a) Mr Baxby:

• as a non-executive Chairman the annual rate of $125,000 in shares.

• (b) Mr Licciardo:

• as non-executive Director the annual rate of $50,000 in shares.

The Company is seeking shareholder approval for all purposes, including ASX Listing Rules 10.11, for the grant of the relevant fully paid ordinary shares to the Related Parties.

Under ASX Listing Rule 7.1, every listed entity has the ability to issue 15% of its issued capital without shareholder approval in a 12 month period. When an entity issues or agrees to issue securities under ASX Listing Rule 7.1 without shareholder approval, that issue or agreement to issue uses up part of the 15% available under that rule. However, if approval is given under ASX Listing Rule 10.11, approval will not be required under ASX Listing Rule 7.1. This means that the fully paid ordinary shares granted to the Related Parties will not use up part of the 15% available under ASX Listing Rule 7.1.

Issue of shares to Mr David Baxby

The Board recommends that Members approve the grant of a total of 69,577 fully paid ordinary shares in the capital of the Company to David Baxby.

Issue of shares to Mr Mark Licciardo

The Board, Mr Licciardo aside, recommends that Members approve the grant of a total of 37,051 fully paid ordinary shares in the capital of the Company to Mark Licciardo.

The proposed grants are in respect of fully paid ordinary shares at a valuation of $0.6063 (being the Volume Weighted Average Price for the period 1 January 2017 to 11 December 2017, Mr Baxby’s tenure) per share and $0.6803 (being the Volume Weighted Average Price for the period 1 July 2017 to 31 December 2017, Mr Licciardo’s agreement) per share that are to be issued as the Directors’ remuneration, subject to Shareholder approval and priced in line with agreements with Directors.

Remunerating Directors in this manner reduces the cash cost to the Company and aligns the reward to Directors with those of Shareholders. The fully paid ordinary shares will be issued pari passu to existing securities and not subject to a trading lock. The shares will be issued within one month from the date of the Meeting.

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Resolution 5 - Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolution 5. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 5.

ASX Listing Rule 7.1 imposes a cap on the number of securities that a company may issue within the 12 month period. ASX Listing Rule 7.4 provides that an issue of equity securities made without Shareholder approval under Listing Rule 7.1 is treated as having been made with Shareholder approval for the purposes of Listing Rule 7.1 if the holders of ordinary securities subsequently approve it, and the issue did not breach Listing Rule 7.1. The issues of the shares described below did not breach any Listing Rules and shareholder ratification to those issues is now sought.

In order to restore the Company’s capacity to issue shares, it is proposed that the Members ratify the issue of ordinary shares as detailed below. Ratification provides the Company with flexibility in capital management and allows the Company to make further issues for working capital or other purposes as required.

On 13 March 2018 the Company issued 173,099 fully paid ordinary shares in the capital of the Company to the following senior employee’s as a performance bonus.

Loh Lim Shen Yi 20,468 Chan Shiao Mae 19,278 Jason Thoe Chih Chuen 14,280 Marco Rampazzo 119,073

Remunerating senior employees in this manner reduces the cash cost to the Company and aligns the reward to employees with those to shareholders. The fully paid ordinary shares were issued pari passu to existing securities and not subject to a trading lock.

Resolution 6 – Appointment of Auditor

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolution 6. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 6.

Deloitte Touche Tohmatsu have consented to act as auditors of the Company and they have been nominated by a shareholder.

Resolution 7 - Approval of 10% Placement Facility

Board recommendation and undirected proxies . The Board recommends that Shareholders vote in FAVOUR of Resolution 7. The Chairman of the meeting intends to vote all available undirected proxies in FAVOUR of Resolution 7.

ASX Listing Rule 7.1A provides that an eligible entity may seek shareholder approval by special resolution at its Annual General Meeting to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the Annual General Meeting (10% Placement Capacity). This is in addition to the existing 15% placement capacity permitted by ASX Listing Rule 7.1.

If Shareholders approve Resolution 7, the number of equity securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

An eligible entity is one that, as at the date of the relevant Annual General Meeting:

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

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

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300,000,000.

Any equity securities issued must be in the same class as an existing class of quoted equity securities. The Company currently has one class of quoted equity securities on issue, being Shares (ASX Code: FDV).

The number of equity securities that the Company may issue under the approval sought by Resolution 15 will be calculated in accordance with the following formula as set out in ASX Listing Rule 7.1A:

(A x D) – E

Where:

A = the number of fully paid Shares on issue 12 months before the date of issue or agreement to issue:

plus the number of Shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

plus the number of partly paid Shares that became fully paid in the 12 months;

plus the number of fully paid Shares issued in the 12 months with the approval of Shareholders under ASX Listing Rules 7.1 and 7.4; and

less the number of fully paid Shares cancelled in the 12 months.

D = 10%.

E = the number of equity securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of Shareholders under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

While the Company does not have any immediate plans to issue shares, purposes for which shares may be issued pursuant to Resolution 7 may include the raising of capital to facilitate further investment opportunities.

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 7:

Minimum Price : Under the ASX Listing Rules, the minimum price at which the equity securities may be issued is 75% of the volume weighted average price of equity securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the equity securities are not issued within 5 ASX trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

Risk of voting dilution : Shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of equity securities under the 10% Placement Capacity, including the risk that:

• the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting where approval is being sought; and

• the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the date of issue.

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Any issue of equity securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any equity securities under the issue, unless the only equity securities issued under the 10% Placement Capacity are options and these options are not exercised.

If Resolution 7 is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below, assuming that any options issued under the 10% Placement Capacity are exercised.

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

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula set out above) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.[1]

Variable “A” in Listing Rule 7.1A.2			Dilution
		$ 0.320	$ 0.640	$ 1.280
		50% decrease in Issue Price	Issue Price	100% increase in Issue Price
Current Variable A	10% Voting dilution	22,157,607	22,157,607	22,157,607
221,576,066	Funds raised	$ 7,090,434	$ 14,180,868	$ 28,361,736
50% increase in current Variable A	10% Voting dilution	33,236,410	33,236,410	33,236,410
332,364,099	Funds raised	$ 10,635,651	$ 21,271,302	$ 42,542,605
100% increase in current Variable A	10% Voting dilution	44,315,213	44,315,213	44,315,213
443,152,132	Funds raised	$ 14,180,868	$ 28,361,736	$ 56,723,473

1 The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of shares available under ASX Listing Rule 7.1A; (ii) The table shows only the effect of shares issues under ASX Listing Rule 7.1A and does not factor in the Company’s ability to issue up to 15% of its issued capital under ASX Listing Rule 7.1;

(iii) The current issue price is $0.6400, being the closing price of the shares on ASX on 18 April 2018.

(iv) The current number of shares on issue is the Shares on issue as at 18 April 2018.

The table shows:

• two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of shares the Company has on issue. The number of shares on issue may increase as a result of issues of shares that do not require approval (for example, a pro rata entitlements issue) or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• two examples of where the issue price of shares has decreased by 50% and increased by 100% as against the current market price.

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If Shareholder approval is granted for Resolution 7, then that approval will expire on the earlier of:

• (i) 26 May 2019, being 12 months from the date of the Meeting; or

• (ii) the date Shareholder approval is granted to a transaction under ASX Listing Rule 11.1.2 (proposed change to nature and scale of activities) or ASX Listing Rule 11.2 (change involving main undertaking).

The approval under ASX Listing Rule 7.1A will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

Purpose of Issue under 10% Placement Capacity: The Company may issue equity securities under the 10% Placement Capacity for various purposes including the following:

• (i) to raise cash, in which case the Company intends to use funds raised for investment purposes in line with the Company’s investment policy outlined in the Company’s prospectus or to fund expenditure on existing assets or for general working capital; or

• (ii) as non-cash consideration for investments, and in such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3.

Allocation under the 10% Placement Capacity: The allottees of the equity securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of equity securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

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

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the equity securities on the control of the Company;

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

• (v) prevailing market conditions; and

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

Previous Approval under ASX Listing Rule 7.1A: The Company has not previously obtained Shareholder approval under ASX Listing Rule 7.1A.

Glossary

In this Explanatory Memorandum, and the Notice of Meeting:

Board means the board of directors of the Company. Company means Frontier Digital Ventures Limited. Constitution means the Constitution of the Company. Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice of Meeting.

ASX Listing Rules means the listing rules of the ASX Limited.

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Meeting means the Annual General Meeting of the Company the subject of this Notice of Meeting scheduled to occur on Friday 25 May 2018. Shareholder means a holder of a Share.

Share means a fully paid ordinary share in the capital of the Company.

18 April 2018

Frontier Digital Ventures Limited Level 7, 330 Collins Street Melbourne VIC 3000

RE: NOTICE OF NOMINATION OF AUDITOR IN ACCORDANCE WITH SECTION 328B OF THE CORPORATIONS ACT 2011 (Cth)

Loire Investments Pty Ltd, being a member of Frontier Digital Ventures Limited nominates Deloitte Touche Tohmatsu of 550 Bourke Street, Melbourne, VIC 3000, for appointment to the position of Auditor of the Company at the next Annual General Meeting.

________ Mark Licciardo

Director / Company Secretary Loire Investments Pty Ltd

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ABN 25 609 183 959

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Lodge your vote:

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 Online:
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www.investorvote.com.au



By Mail:

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

FDV

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 11:00am (AEST) Wednesday 23 May 2018

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

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

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

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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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. I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Frontier Digital Ventures Limited hereby appoint

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the Chairman of the Meeting

OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Frontier Digital Ventures Limited to be held at Computershare Investor Services Pty Limited, Conference Centre Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 on Friday, 25 May 2018 at 11:00am (AEST) 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 1, 3 & 4 (except where I/we have indicated a different voting intention below) even though Items 1, 3 & 4 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 1, 3 & 4 by marking the appropriate box in step 2 below.

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.

1 Adoption of Remuneration Report

2 Election of Mr Anthony Klok as a Director

3 Approval to issue ordinary shares to Non-Executive Chairman Mr David Baxby

• 4 Approval to issue ordinary shares to Non-Executive Director Mr Mark Licciardo

5 Ratification of issue of ordinary shares pursuant to ASX Listing Rule 7.4

6 Appointment of Auditor

• 7 Approval of 10% Placement Facility

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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.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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