GRATIFII LIMITED — AGM Information 2021

Jan 14, 2021

15 January 2021

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ASX ANNOUNCEMENT

ADDENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING

Mobecom Limited (ASX: MBM) (the Company ) advises that enclosed is an addendum ( Addendum ) to the notice of the Annual General Meeting announced to the market on 30 December 2020 ( Notice of Meeting ) to no longer include the proposed re-election of Dr Alberto Basile as director pursuant to Resolution 3 and introduce additional resolutions, Resolution 8 and 9, to propose the re-election of Mr Bryan Zekulich and Mr Mike Hill respectively.

The Company advises that the Annual General Meeting (the Meeting ) is scheduled for 10:00am (AEDT) on Friday, 29 January 2021 to be held at Novus Capital located at Level 11, 95 Pitt Street, Sydney.

The Company advises that capitalised terms in this announcement take their meaning from the Notice of Meeting.

This announcement has been authorised for release by the Board of the Company.

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MOBECOM LIMITED

ACN 125 688 940

ADDENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING

Mobecom Limited (ACN 125 688 940) ( Company ), hereby gives notice to Shareholders that, in relation to the Notice of Meeting as announced to the market on 30 December 2020 in respect of a general meeting of Shareholders to be held at 10:00am on Friday, 29 January 2021 at Novus Capital located at Level 11, 95 Pitt Street, Sydney, the Directors have determined to remove Resolution 3, add Resolutions 8 and 9 to the Notice of Meeting provided to Shareholders due to subsequent officeholder changes.

The Directors advise that proposal to re-elect Dr Alberto Basile as director pursuant to Resolution 3, as announced in the Notice of Meeting, is no longer necessary to consider owing to the resignation of director Dr Basile, as announced to the market on 8 January 2021. Accordingly, the Directors wish to amend the Notice of Meeting to no longer include Resolution 3.

The Directors further advise that two additional resolutions will be considered at the Meeting. Mr Bryan Zekulich and Mr Michael (Mike) Hill were both casually appointed as Directors to the Company's Board on 29 December 2020. Pursuant to clause 13.4 of the Company's Constitution and ASX Listing Rule 14.4, a director appointed to fill a casual vacancy or as an addition to the existing Directors cannot hold office past the next general meeting, without re-election. Section 250R(1) of the Corporations Act 2001 (Cth) provides that the business of an AGM may include the election of directors even if not referred to in the notice of the meeting. Therefore two additional resolutions, Resolution 8 and Resolution 9 for the election of Mr Bryan Zekulich and Mr Mike Hill respectively, will be put to the shareholders at the Meeting as an item of general business. Accordingly, the Directors wish to amend the Notice of Meeting to include Resolution 8 and Resolution 9. Further the Directors have determined to amend and supplement the information contained in the Explanatory Statement in relation to the matters set out in this Addendum.

Definitions in the Notice of Meeting have the same meaning in this Addendum unless otherwise updated in this Addendum. This Addendum is supplemental to the Notice of Meeting and should be read in conjunction with the original Notice of Meeting. Save for the amendments to the Explanatory Statement as set out below , all Resolutions except Resolution 3 and the Explanatory Statement in the original Notice of Meeting remain unchanged.

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

By this Addendum the Notice of Meeting and the Explanatory Statement are amended and supplemented by the information contained within.

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SUPPLEMENTARY NOTICE OF MEETING

Resolution 8 and 9 to be added in the Notice of Meeting:

9 RESOLUTION 8: RE-ELECTION OF DIRECTOR – MR BRYAN ZEKULICH

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

“That, for the purposes of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Zekulich, a Director of the Company who retires by rotation in accordance with the Constitution, and being eligible offers himself for re-election, be re-elected as a Director of the Company."

10 RESOLUTION 9: RE-ELECTION OF DIRECTOR – MR MICHAEL HILL

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

“That, for the purposes of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Hill, a Director of the Company who retires by rotation in accordance with the Constitution, and being eligible offers himself for re-election, be re-elected as a Director of the Company."

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SUPPLEMENTARY EXPLANATORY STATEMENT

The Explanatory Statement is amended as follows:

Resolution 8 and 9 to be added in the Notice of Meeting:

9 RESOLUTION 8: RE-ELECTION OF DIRECTOR – MR BRYAN ZEKULICH

9.1 General

Clause 13.4 of the Constitution and ASX Listing Rule 14.4 requires that a Director who has been appointed by the Board to fill a casual vacancy must not hold office (without re-election) past the next annual general meeting of the Company.

Mr Zekulich was appointed by the Board as a Director of the Company on 29 December 2020.

Mr Zekulich was the Managing Partner of Ernst & Young's Private Equity Sector for over 15 years. Bryan is also a board member, the Treasurer and the Company Secretary of the Australian Investment Council (formerly the Australian Private Equity and Venture Capital Association). Bryan is currently the portfolio manager and partner of Bombora Investment Management. He has significant experience in the Australian M&A market including in respect of mergers & acquisitions, divestments, strategic finance, capital raising and advising on ASX listing requirements. He has a Bachelor of Commerce from the University of Western Australia. He is also a Fellow of the Institute of Chartered Accountants of Australia and a fellow of the Financial Services Institute of Australia.

9.2 Board recommendation

The Directors unanimously support the re-election of Mr Zekulich as a Director of the Company (with Mr Zekulich abstaining).

10 RESOLUTION 9: RE-ELECTION OF DIRECTOR – MR MICHAEL HILL

10.1 General

Clause 13.4 of the Constitution and ASX Listing Rule 14.4 requires that a Director who has been appointed by the Board to fill a casual vacancy must not hold office (without re-election) past the next annual general meeting of the Company.

Mr Hill was appointed by the Board as a Director of the Company on 29 December 2020.

Mr Hill was formally a partner of Ernst & Young. He has been involved with working with management teams and boards across a number of companies and industries for more than 20 years. He is the MD, Co-CIO and Founder of Bombora Special Investments Fund. Prior to Bombora he was an Investment Partner with Ironbridge, a private equity investment fund which invested $1.5 billion. Mike has served on the Boards of multiple ASX-listed companies over the last six years. He is a Member of the Institute of Chartered Accountants in Australia.

10.2 Board recommendation

The Directors unanimously support the re-election of Mr Hill as a Director of the Company (with Mr Hill abstaining).

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10.00am (AEDT) on Wednesday, 27 January 2021.

 TO VOTE ONLINE STEP 1: VISIT https://www.votingonline.com.au/mbmagm2020 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows: Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10.00am (AEDT) on Wednesday 27 January 2021. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/mbmagm2020  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Mobecom Limited ACN 125 688 940

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Mobecom Limited and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the Novus Capital, Level 11, 95 Pitt St, Sydney, New South Wales 2000 on Friday 29 January 2021 at 10:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 & 4-7, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this/these Resolutions even though Resolutions 1 & 4-7 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 & 4-7) If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

	STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif apoll is called.

For Against Abstain*

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director – Mr Christopher Joseph Resolution 3 Re-election of Director – Dr Alberto Basile RESOLUTION HAS BEEN WITHDRAWN Resolution 4 Approval for Issue of Shares to Mr Rodney Walker in Satisfaction of Loan Resolution 5 Approval for Issue of Shares to Mr Todd Ruppert in Satisfaction of Loan Resolution 6 Approval for Issue of Options to Mr Iain Dunstan as part of his Remuneration Resolution 7 Approval for Issue of Options to Mr Tom Rundle as part of his Remuneration Resolution 8 Re-election of Director – Mr Bryan Zekulich Resolution 9 Re-election of Director – Mr Mike Hill

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STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Securityholder 2

Securityholder 3

Sole Director and Sole Company Secretary

Director

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / /