GRATIFII LIMITED — Proxy Solicitation & Information Statement 2018

Jun 28, 2018

MOBECOM LIMITED

ACN 125 688 940

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME : 2:00pm (AEST) DATE : 31 July 2018 PLACE : Holding Redlich Level 65, MLC Centre 19 Martin Place Sydney NSW 2000

This Notice of Meeting should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 9922 6988.

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	16
Proxy Form	enclosed/attached

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that the Extraordinary General Meeting of the Shareholders of Mobecom Limited ( Company ) will be held at the offices of Holding Redlich, Level 65, MLC Centre, 19 Martin Place, Sydney NSW 2000 on Tuesday, 31 July 2018, at 2.00pm (AEST).

The Explanatory Statement that accompanies and forms part of this Notice of Extraordinary General Meeting sets out the background information on the various matters to be considered. This Notice of Extraordinary General Meeting and Explanatory Statement should be read in their entirety.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7:00 pm (AEST) on 29 July 2018.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed/attached Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a shareholder of the Company; and

• 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 the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the Meeting.

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A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's shareholders; and

• the appointed proxy is not the Chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the Meeting.

Proxy Voting by the Chair

The Corporations Act 2001 (Cth) (as amended) imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected

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proxies) on, amongst other things, remuneration matters. No Resolution is connected, directly or indirectly, with the remuneration of Key Management Personnel of the Company.

However, the Chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the Chair to exercise the undirected proxy, even if the Resolution is connected with the remuneration of a member of Key Management Personnel.

If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolutions 1 to 7. In accordance with this express authority provided by you, the Chair will vote in favour of Resolutions 1 to 7. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chair intends to vote all available undirected proxies in favour of each item of business.

CORPORATE REPRESENTATIVES

Any corporation which is a shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 8,331,198 Shares, each at an issue price of $0.23 per Share ( Placement Shares ), on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or an associate of that person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by a 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.

2. RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue 5,554,131 Placement Options for no consideration to the subscribers of the Placement Shares on a 2 Placement Options for each 3 Shares acquired basis, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the issue 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 securities in the Company), or an associate of that person. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by a 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

3. RESOLUTION 3: APPROVAL FOR MR DAVID FISHER TO SUBSCRIBE FOR SHARES ON THE SAME TERMS AS THE PLACEMENT ANNOUNCED ON 28 DECEMBER 2017

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, the Shareholders approve the issue of up to 312,500 Shares to Mr David Fisher (or his nominee), on the same terms as the placement announced on 28 December 2017, being at an issue price of $0.32 per Share, on the terms and conditions, and in the circumstances described in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr David Fisher (or his nominee) or an associate of Mr David Fisher (or his nominee). However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form, or, it is cast by the person chairing

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the Meeting as a proxy for a person who is entitled to in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE – SHARE ISSUE ANNOUNCED ON 28 DECEMBER 2017 AND ISSUED ON 15 JANUARY 2018

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 3,750,000 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote. In accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5: ISSUE OF OPTIONS TO AN ASSOCIATE OF A RELATED PARTY

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 476,618 Options to Ms Jennifer Robinson (or her nominee) under the Company’s Incentive Option Plan on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Neil Joseph, Mr David Fisher, Mr Todd Ruppert and Mr Rod Walker or an associate of those persons (or respective nominee) and Ms Jennifer Robinson (or her nominee) or an associate of Ms Jennifer Robinson (or her nominee). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement: A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not an excluded party for the purposes of this Resolution, the above prohibition does not apply if:

• (c) the proxy is the Chair; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE – SHARES TO MS ANTONIETTA (ANNE) ADALEY

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

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“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 250,000 Shares to Ms Antonietta (Anne) Adaley on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Ms Anne Adaley or an associate of Ms Anne Adaley (or her nominee). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote. In accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7: RATIFICATION OF PRIOR ISSUE – SHARES TO MR BENJAMIN KIRKPATRICK

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 1,345,875 Shares to Mr Benjamin Kirkpatrick on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Benjamin Kirkpatrick or an associate of Mr Benjamin Kirkpatrick (or his nominee). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote. In accordance with the directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 29 JUNE 2018 BY ORDER OF THE BOARD ANNE ADALEY COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. BACKGROUND

1.1 Capital raising

As announced by the Company on 20 June 2018, the Company has procured and has received commitments for a two-tranche placement to sophisticated and professional investors to raise a total of $1,916,175.54 (before costs) through the issue of 8,331,198 Shares at an issue price of $0.23 per Share and subject to Shareholder approval, 5,554,131 Placement Options on a 2 Placement Options for each 3 Shares acquired basis ( Placement ). The issue price of the Shares under the Placement represents a discount of 1.7% on the 5 day volume weighted average price for Shares prior to 10 May 2018.

1.2 Use of funds

The funds raised from the issue of the Placement Shares will be used as working capital in the Company, as detailed in section 2.2 of this Explanatory Statement. No funds will be raised from the issue of the Placement Options.

2. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

2.1 General

On 27 June 2018, the Company issued 8,331,198 Shares, each at an issue price of $0.23 per Share to certain sophisticated and professional investors, being clients of PAC Partners Pty Ltd. The Company raised $1,916,175.54 from the Shares issued.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above Shares ( Ratification 1 ).

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.

ASX Listing Rule 7.4 provides that where a company in a 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 pursuant to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 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 Ratification 1:

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• (a) 8,331,198 Shares were allotted;

• (b) the issue price was $0.23 per Share;

• (c) the Shares issued 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 Placement Shares were issued to certain sophisticated and professional investors, being clients of PAC Partners Pty Ltd; and

• (e) the relevant funds raised will be used to pay the capital raising costs, and the balance will be put towards working capital of the Company.

2.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

3. RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT OPTIONS

3.1 Background

As noted in section 1.1 of this Explanatory Memorandum, above, the Company proposes to undertake a Placement which will be completed in two tranches.

In order to complement the issue of the Placement Shares, the Company is seeking approval from its Shareholders for the purposes of Listing Rules 7.1 and all other purposes to issue up to 5,554,131 Placement Options. The Placement Options will be issued for nil consideration on a 2 Placement Options per 3 Shares acquired basis. Each Placement Option entitles the holder to acquire 1 Share in the Company by issuing a notice to the Company. Each Placement Option expires on 30 June 2020 and has a strike price of $ 0.29.

3.2 Why approval is being sought under Listing Rule 7.1

Listing Rule 7.1 provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

The effect of Resolution 2 will be to allow the Company to issue up to 5,554,131 Placement Options without using the Company’s 15% placement capacity.

3.3 Information required to be provided to Shareholders under Listing Rule 7.3

In accordance with Listing Rule 7.3, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1, the following information is provided to Shareholders:

Listing Rule requirement	Explanation
Maximum number of securities to be issued	5,554,131 Placement Options.

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Date for issue and allotment of securities	The Company proposes to issue and allot the Placement Options within 1 month from the date of the Meeting (and in any event, no later than 3 months after the date of the Meeting).
Issue price per security	The Placement Options will be issued for nil consideration on a 2 Placement Options per 3 Shares acquired basis.
Identification of recipients of securities	The sophisticated and professional investors, being clients of PAC Partners Pty Ltd who were issued with Placement Shares.
Terms of the securities	Each Placement Option entitles the holder to acquire 1 Share in the Company by issuing a notice to the Company. Each Placement Option expires on 30 June 2020 and has a strike price of $0.29.
Use of funds raised	No funds will be raised from the issue of the Placement Options.

3.4 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

4. RESOLUTION 3: APPROVAL FOR MR DAVID FISHER TO SUBSCRIBE FOR SHARES ON THE SAME TERMS AS THE PLACEMENT ANNOUNCED ON 28 DECEMBER 2017

4.1 Background

Mr David Fisher, as reported to the ASX on 28 December 2017, indicated to the Company that he intends to invest $100,000 in the Company on the terms of the Company’s capital raising which was announced in December 2017.

4.2 Why approval is being sought under Listing Rule 10.11

Listing Rule 10.11 requires a company to obtain the approval of shareholders before issuing equity securities to a related party of the company which includes a director of the company. Shareholder approval is sought, as the passing of this Resolution will permit Mr David Fisher who is a Director (or his nominee) to subscribe for 312,500 Shares in the Company at a price of $0.32 per Share.

If Shareholder approval is given under Listing Rule 10.11, it is not required under Listing Rule 7.1, due to the operation of ASX Listing Rule 7.2 Exception 14.

4.3 Additional information for Shareholders under Listing Rule 10.13

Listing Rule 10.13 requires that certain information is included in a notice of meeting to approve a transaction for the purpose of Listing Rule 10.11. This information is set out in the table below:

	Name of allottee	Mr David Fisher (or his nominee).
	Maximum number of Shares to be issued	312,500 Shares.
	Date for issue and allotment of Shares	The Company will issue the Shares by no later than 1 month after the date of the Meeting.
	Issue price per Share	The Shares will be issued at a price of $0.32 per Share.

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Use of funds raised	Any funds raised as a result of the issue of the Shares under this Resolution will be applied in the same manner as the funds raised under the Placement Shares, being towards the Company’s working capital. Refer to section 2.2 of this Explanatory Memorandum for further details.

4.4 Why approval is not being sought under Chapter 2E of the Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act and must give the benefit within 15 months of such approval. The issue of the Shares to Mr David Fisher (or his nominee) is considered a ‘financial benefit’ under the Corporations Act.

One exception to the section 208 prohibition is where the provision of the financial benefit is on terms that would be reasonable in the circumstances if the parties were dealing at arms’ length (or less favourable terms). The Company considers this issue of the Shares to Mr David Fisher (or his nominee) will be at less than arms’ length as this issue is at a price which is materially above the market price of Shares issued and those to be issued under the Placement, and Mr David Fisher will not be issued with any Placement Options in addition to his Shares. As such, the Company considers that the proposed issue of Shares falls within the exception set out in section 210 of the Corporations Act and therefore no Shareholder approval is required for the purposes of Chapter 2E of the Corporations Act.

4.5 Recommendation

The Directors recommend that the Shareholders vote in favour of this Resolution (with Mr David Fisher abstaining).

5. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE – SHARES ISSUE ANNOUNCED ON 28 DECEMBER 2017 AND ISSUED ON 15 JANUARY 2018

5.1 General

On 15 January 2018, the Company issued 3,750,000 Shares, each at an issue price of $0.32 per Share to certain sophisticated and professional investors, being clients of PAC Partners Pty Ltd. The Company raised approximately $1.2 million before costs.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above Shares ( Ratification 2 ).

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.

ASX Listing Rule 7.4 provides that where a company in a 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.

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By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future pursuant to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 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 Ratification 2:

• (a) 3,750,000 Shares were allotted;

• (b) the issue price was $0.32 per Share;

• (c) the Shares issued 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 to certain sophisticated and professional investors, being clients of PAC Partners Pty Ltd; and

• (e) the relevant funds raised were raised to support the integration and rollout of airBux technology to deliver on the then recently signed commercial contracts and to advance the Company’s progress towards a commercial launch of airBux in 2018.

5.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

6. RESOLUTION 5: ISSUE OF OPTIONS TO AN ASSOCIATE OF A RELATED PARTY

6.1 General

The Company has agreed (subject to obtaining Shareholder approval where required), to issue Options under the Company’s Incentive Option Plan to certain staff members. As part of this proposed issue, the Company proposes to issue 476,618 Options to Ms Jennifer Robinson.

In accordance with the Company’s Incentive Option Plan, the Options to Ms Jennifer Robinson will vest in 3 tranches as follows:

Details /	1 Nov 2018	1 Jul 2019	1 Jul 2020
Vesting date
No. of options	157,284	157,284	162,050
Exercise Price	$0.26	$0.26	$0.26
Expiry Date	31 Dec 2020	31 Dec 2020	31 Dec 2020

No funds will be raised from the issue of these Options and no loans will be entered into between the Company and Ms Jennifer Robinson with respect to the issue of these Options.

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6.2 Why approval is being sought under Listing Rule 10.14

ASX Listing Rule 10.14 requires a company to obtain the approval of shareholders before issuing equity securities under the company’s employee incentive scheme to a related party of the company which includes a director of the company or an associate of a director. Shareholder approval is sought, as the passing of this Resolution will permit the Company to issue Options (under the Company’s Incentive Option Plan, a copy of which was lodged with the ASX on 16 October 2017), to Ms Jennifer Robinson who is the Marketing Manager of Mobecom responsible for the Mobecom group’s marketing and is the spouse of Mr Neil Joseph (a director of the Company).

Listing Rule 10.15 requires that certain information is included in a notice of meeting to approve a transaction for the purpose of Listing Rule 10.14. This information is set out in the table below.

6.3 Why approval is not being sought under Listing Rule 7.1

If Shareholder approval is given under Listing Rule 10.14, it is not required under Listing Rule 7.1, due to the operation of ASX Listing Rule 7.2 Exception 14.

6.4 Why approval is not being sought under Chapter 2E of the Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act and must give the benefit within 15 months of such approval. The issue of the Options to Ms Jennifer Robinson (or her nominee) is considered a ‘financial benefit’ under the Corporations Act.

One exception to the section 208 prohibition is where the provision of the financial benefit is reasonable remuneration and to provide the remuneration would be reasonable given; (i) the circumstances of the public company or entity giving the remuneration; and (ii) the related party's circumstances (including the responsibilities involved in the office or employment).

The Company considers the issue Options to Ms Jennifer Robinson is reasonable remuneration under the relevant circumstances, in particular due to the fact that the grant of Options to Ms Jennifer Robinson is on the same basis as Options being granted to other staff members in the Company who hold similar or equivalent positions as Ms Jennifer Robinson (with all relevant Options to be issued simultaneously). Therefore, no shareholder approval is required for the purposes of Chapter 2E of the Corporations Act.

6.5 Shareholder Approval (ASX Listing Rule 10.14)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of Options to Ms Jennifer Robinson (or her nominee):

Relationship between the allottee and the director	Ms Jennifer Robinson is the Marketing Manager of Mobecom responsible for the Mobecom group’s marketing and is the spouse of Mr Neil Joseph (who is a director of the Company).

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Maximum number of Options to be issued	476,618 Options.
Date for issue and allotment of Options	The Company proposes to issue the Options within 1 month following the date of the Meeting, and in any event no later than 12 months following the date of the Meeting.
Issue price per Option	The Options will be issued under the Company’s Incentive Option Plan for nil consideration.
Directors or associates of directors who received securities under the scheme since last approval	Name No. Options Acquisition Price Neil Joseph 1,695,000 Nil
Directors or associates of directors entitled to participate in the scheme	Mr Neil Joseph, Mr David Fisher, Mr Todd Ruppert, Mr Rod Walker and Ms Jennifer Robinson.

6.6 Recommendation

• (a) Mr Neil Joseph declines to make a recommendation to Shareholders in relation to this Resolution on the basis that Ms Jennifer Robinson is to be granted Options in the Company should this Resolution be passed.

• (b) The remaining directors recommend that Shareholders vote in favour of this Resolution.

7. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE – SHARES TO MS ANTONIETTA (ANNE) ADALEY

7.1 General

On 11 October 2017, the Company issued 250,000 Shares to Ms Antonietta (Anne) Adaley, Company Secretary of the Company, in lieu of outstanding fees owing to Australian Mining Corporate and Administrative Services Pty Ltd ( AMCAS ), as AMCAS’ nominee. Anne Adaley is the principal of AMCAS.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above Shares ( Ratification 3 ).

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.

ASX Listing Rule 7.4 provides that where a company in a 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 purposes of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future pursuant to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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7.2 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 Ratification 3:

• (a) 250,000 Shares were allotted;

• (b) the issue price was $0.20 per Share;

• (c) the Shares issued 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 allotted and issued to Ms Antonietta Adaley, the Company Secretary of the Company; and

• (e) The Shares were issued in lieu of payment of outstanding fees, and no funds were received by the Company for this issue.

7.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

8. RESOLUTION 7: RATIFICATION OF PRIOR ISSUE - SHARES TO MR BENJAMIN KIRKPATRICK

8.1 General

On 11 October 2017, the Company issued 1,345,875 Shares to Mr Benjamin Kirkpatrick, former Chief Executive Officer of the Company for the settlement of accrued salary and related items owing to Benjamin Kirkpatrick.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the above Shares ( Ratification 4 ).

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.

ASX Listing Rule 7.4 provides that where a company in a 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 purposes of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future pursuant to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

8.2 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 Ratification 4:

• (a) 1,345,875 Shares were allotted;

• (b) the issue price was $0.20 per Share;

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• (c) the Shares issued 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 allotted and issued to Mr Benjamin Kirkpatrick, a former director and Chief Executive Officer of the Company; and

• (e) the Shares were issued in lieu of payment for the settlement of accrued salary and related items owing to Benjamin Kirkpatrick, and no funds were received by the Company for this issue.

8.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

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GLOSSARY

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice. ASX means ASX Limited or the market operated by it, as the context requires.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Mobecom Limited (ACN 125 688 940).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an unlisted option to acquire a Share (by way of allotment) in the Company to be issued under the Company’s Incentive Option Plan, the terms of which are set out in section 6.5 of the Explanatory Memorandum.

Placement means the proposed capital raising placement the subject of Resolutions 1 and 2.

Placement Options means the options to be issued as part of the Placement, where each Placement Option entitles the holder to acquire 1 Share in the Company by issuing a notice to the Company. Each Placement Option expires on 30 June 2020 and has a strike price of $0.29.

Placement Shares means those Shares the subject matter of Resolution 1.

Proxy Form means the proxy form accompanying the Notice.

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Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

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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 2:00pm AEST on Sunday 29 July 2018.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/mbmegm2018 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 2:00pm AEST on Sunday 29 July 2018. 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/mbmegm2018  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 (Company) 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 Extraordinary General Meeting of the Company to be held at Holding Redlich, Level 65, MLC Centre, 19 Martin Place, Sydney NSW 2000 on Tuesday 31 July 2018 at 2:00pm AEST 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.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

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 calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Ratification of Prior Issue – Placement Shares Resolution 2 Approval to Issue Placement Options

Resolution 3 Approval for Mr David Fisher to subscribe for shares on the same terms as the placement announced on 28 December 2017

Resolution 4 Ratification of Prior Issue – Share Issue announced on 28 December 2017 and issued on 15 January 2018 Resolution 5 Issue of Options to an Associate of a Related Party Resolution 6 Ratification of Prior Issue – Shares to Ms Antonietta (Anne) Adaley Resolution 7 Ratification of Prior Issue – Shares to Mr Benjamin Kirkpatrick

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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 / / 2018