GRATIFII LIMITED — Proxy Solicitation & Information Statement 2019

Aug 26, 2019

MOBECOM LIMITED ACN 125 688 940 NOTICE OF GENERAL MEETING

TIME : 10:00am (AEST) DATE : Friday, 27 September 2019 PLACE : Thomson Geer Level 25 1 O'Connell Street SYDNEY NSW

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)	5
Explanatory Statement (explaining the proposed Resolutions)	9
Glossary	20
Notice of Intention & Nomination of Auditor	Annexure 1 Page 22
Terms of Mobecom Options	Annexure 2 Page 23
Proxy Form	Enclosed

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is hereby given that a General Meeting of Shareholders of Mobecom Limited ( Company or MBM ) will be held at the offices of Thomson Geer on Friday, 27 September 2019, at 10.00am (AEST).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting sets out the background information on the Resolutions to be considered. The Proxy Form also forms part of this Notice of Meeting.

This Notice of Meeting, Explanatory Statement and the Proxy Form 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 25 September 2019.

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;

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• 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.

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

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• 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 that meeting.

Proxy Voting by the Chair

The Corporations Act imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected proxies) on, amongst other things, remuneration matters.

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 the Resolution. In accordance with this express authority provided by you, the Chair will vote in favour of the Resolution. 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 Proxy Form.

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 MEET ING

1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ON 10 MAY 2019.

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 20,591,960 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 Resolution 1 by or on behalf of any Placement Participants and any of their associates. 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 OF ISSUE OF ATTACHING PLACEMENT OPTIONS TO THE PLACEMENT SHARES.

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

"That for the purposes of ASX Listing Rule 7.1 and all other purposes, approval be given for the Company to issue to Placement Participants 20,591,960 Placement Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of Placement Participants and any of their associates. 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 ISSUE OF DIRECTOR PLACEMENT SHARES AND ATTACHING DIRECTOR PLACEMENT OPTIONS TO RODNEY WALKER.

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 10.11 and for all other purposes, approval be given for the Company to issue to Rodney Walker (a Director of the Company) 133,333 Director Placement Shares and 133,333 Director Placement Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Rodney Walker and any of his associates. 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

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to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4: APPROVAL FOR ISSUE OF DIRECTOR PLACEMENT SHARES AND ATTACHING DIRECTOR PLACEMENT OPTIONS TO DAVID FISHER.

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 10.11 and for all other purposes, approval be given for the Company to issue to David Fisher (a Director of the Company) 133,333 Director Placement Shares and 133,333 Director Placement Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of David Fisher and any of his associates. 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.

5. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF SECOND TRANCHE PLACEMENT SHARES ON 10 JULY 2019.

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,141,374 Second Tranche 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 Resolution 5 by or on behalf of any Placement Participants and any of their associates. 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.

6. RESOLUTION 6: APPROVAL OF ISSUE OF ATTACHING SECOND TRANCHE PLACEMENT OPTIONS TO THE SECOND TRANCHE PLACEMENT SHARES.

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

"That for the purposes of ASX Listing Rule 7.1 and all other purposes, approval be given for the Company to issue to Placement Participants 9,141,374 Second Tranche Placement Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Placement Participants and any of their associates. 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

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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 OF BROKER SHARES TO NOVUS CAPITAL.

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,500,000 Broker Shares to Novus Capital on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Novus Capital and any of its associates. 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.

8. RESOLUTION 8: APPROVAL OF ISSUE OF BROKER OPTIONS TO NOVUS CAPITAL.

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

"That for the purposes of ASX Listing Rule 7.1 and all other purposes, approval be given for the Company to issue 3,500,000 Broker Options to Novus Capital on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Novus Capital and any of its associates. 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.

9. RESOLUTION 9: REMOVAL OF AUDITOR.

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

“That, for the purposes of section 329(1) of the Corporations Act and for all other purposes, HLB Mann Judd Assurance (NSW) Pty Ltd, the current auditor of the Company, be removed as auditor of the Company effective immediately on passing of this resolution.”

10. RESOLUTION 10: APPOINTMENT OF AUDITOR.

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

“That, subject to Resolution 9 being passed, for the purposes of section 327D(2) of the Corporations Act and for all other purposes, MNSA Pty. Ltd, being qualified to act as the auditor of the Company and having

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consented to act as auditor of the Company, be appointed as an auditor of the Company effective from the date of the Meeting and the Directors shall be authorised to agree the remuneration for MNSA Pty. Ltd.”

DATED: 27 AUGUST 2019

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. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ON 10 MAY 2019.

On 10 May 2019, the Company issued 20,591,960 Shares to certain sophisticated and professional investors via a private placement within the Company’s placement capacity under ASX Listing Rule 7.1 ( Placement and the Shares issued being the Placement Shares ). The Company raised $1,544,396.98 from the Placement Share issue. The Placement Shares are the first tranche of Shares issued pursuant to the Company's capital raising announced to the market on 24 April 2019. Details of the issue of the first tranche of Shares were disclosed in the Company's announcement dated 13 May 2019 titled 'Private Place and Appendix 3B'.

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 the issue of securities made under ASX Listing Rule 7.1 can be ratified by shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of securities, the issue will not reduce the Company’s placement capacity under ASX Listing Rule 7.1.

Accordingly, Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.4 for and ratification of the issue of the Placement Shares issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1 to provide flexibility for the Company to issue Equity Securities under the Company's 15% placement capacity in the next 12 months without the requirement to obtain Shareholder approval.

1.1 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 Resolution 1:

The number of Shares issued	A total of 20,591,960 Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Issue price	$0.075 per Share.
Terms of securities	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.
Person to whom Shares were issued	The Shares were issued and allotted to sophisticated and professional investors, none of whom are Related Parties of the Company.
Use of funds	Of the $1,544,396.98 raised, $1,344,396.98 will be used bythe Companyto support therolloutofairBux

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technology, Paid By Coins, research, development and working capital. The remaining $200,000 of the subscription moneys raised from a particular applicant was set off against a debt obligation of the Company to that applicant.

1.2 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution 1.

2. RESOLUTION 2: APPROVAL OF ISSUE OF ATTACHING PLACEMENT OPTIONS TO THE PLACEMENT SHARES.

As noted in the Company’s announcement to the ASX dated 24 April 2019, the Company has agreed, subject to Shareholder approval to issue 20,591,960 Placement Options to Placement Participants as free attaching Options issued on the basis of 1 Placement Option for each Placement Share. Details of the Placement are set out in section 1 above.

ASX Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued capital in any 12 month period without security holder approval. Shareholder approval is sought to approve the issue of the 20,591,960 Placement Options referred to in Resolution 2. The effect of such approval is that any such Placement Options will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by Listing Rule 7.1.

2.1 Required information

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 2 for the purposes of providing an approval under Listing Rule 7.1.

under Listing Rule 7.1.
Maximum number of Securities to be issued:	20,591,960Placement Options.
Proposed date of Issue:	All of the Placement Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification oftheASX Listing Rules).
Price at which the Placement Options are to be issued:	Nil, they are freeattachingPlacement Options issued on the basis of 1 Placement Option for each Placement Share.
Terms of securities:	The terms of the Placement Options are set out in in Annexure 2.
Persons to whom securities are to be issued:	The Placement Options will beissuedto Placement Participants, being various sophisticated and professional investors who are not Related Parties of the Company.
Use of funds	No funds will be raised by the issue of the Placement Options.

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2.2 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3: APPROVAL FOR ISSUE OF DIRECTOR PLACEMENT SHARES AND ATTACHING DIRECTOR PLACEMENT OPTIONS TO RODNEY WALKER.

As noted in the Company’s announcement to the ASX on 24 April 2019, the Company has agreed, subject to Shareholder approval to issue 133,333 Director Placement Shares and 133,333 attaching Director Placement Options to Rodney Walker ( Director Placement ). The Company is seeking Shareholder approval under ASX Listing Rule 10.11 for the Director Placement.

ASX Listing Rule 10.11 requires the approval of Shareholders where an entity proposes to issue Securities to a related party. Rodney Walker is a Director of the Company. Pursuant to section 228(2) of the Corporations Act, Rodney Walker is a related party of the Company.

3.1 Shareholder approval under Listing Rule 7.1 not sought.

ASX Listing Rule 7.2 provides that Shareholder approval under ASX Listing Rule 7.1 is not required for the issue of Securities to related parties which are approved under ASX Listing Rule 10.11 (exception 14).

Accordingly, the issue of Director Placement Shares and Director Placement Options to Rodney Walker will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

3.2 Shareholder approval under Chapter 2E of the Corporations Act not sought.

For a public company, or an entity that a public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 221 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 apply.

The issue of Director Placement Shares and Director Placement Options to Rodney Walker falls within the definition of a "financial benefit" for the purposes of the Corporations Act.

Consequently, the issue of Director Placement Shares and Director Placement Options to Rodney Walker, will for the purposes of Chapter 2E of the Corporations Act, constitute giving a financial benefit to related parties of the Company.

The financial benefit being given to Rodney Walker is consideration for $10,000 invested by Rodney Walker in the Company raise capital. The terms of the Director Placement Shares and Director Placement Options are identical to those offered to sophisticated and professional investors within the Placement. Therefore, it falls within the exception set out in section 210 of the Corporations Act as Rodney Walker and the Company are transacting at arm's length. Accordingly,

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Shareholder approval for the purposes of Chapter 2E of the Corporations Act is not being sought.

3.3 Required Information

ASX Listing Rule 10.13 requires that certain information is included in a notice of meeting to approve a transaction for the purpose of ASX Listing Rule 10.11.

Details of the Securities to be issued to Rodney Walker:

Name of the related party	Rodney Walker.
The maximum number of Securities to be issued	133,333 Director Placement Shares. 133,333 Director Placement Options.
The date by which the Company will issue securities	All of the Director Placement Shares and Director Placement Options will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Issue price of Securities	The issue price of the Director Placement Shares will be $0.075. The exercise price of the Director Placement Options will be $0.10.
Terms of securities:	The Director Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. The terms of the Director Placement Options are set out in Annexure 2.
Use of funds	Funds raised will support the rollout of airBux technology, Paid By Coins, research, development and working capital.

3.4 Recommendation

The Directors, with the exclusion of Rodney Walker, recommend that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4: APPROVAL FOR ISSUE OF DIRECTOR PLACEMENT SHARES AND ATTACHING DIRECTOR PLACEMENT OPTIONS TO DAVID FISHER.

As noted in the Company’s announcement to the ASX on 24 April 2019, the Company has agreed, subject to Shareholder approval to issue 133,333 Director Placement Shares and 133,333 attaching Director Placement Options to David

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Fisher ( Director Placement ). The Company is seeking Shareholder approval under ASX Listing Rule 10.11 for the Director Placement.

ASX Listing Rule 10.11 requires the approval of Shareholders where an entity proposes to issue Securities to a related party. David Fisher is a Director of the Company. Pursuant to section 228(2) of the Corporations Act, David Fisher is a related party of the Company.

4.1 Shareholder approval under Listing Rule 7.1 not sought.

ASX Listing Rule 7.2 provides that Shareholder approval under ASX Listing Rule 7.1 is not required for the issue of Securities to related parties which are approved under ASX Listing Rule 10.11 (exception 14).

Accordingly, the issue of Director Placement Shares and Director Placement Options to David Fisher will not be included in the 15% calculation of the Company's annual placement capacity pursuant to ASX Listing Rule 7.1.

4.2 Shareholder approval under Chapter 2E of the Corporations Act not sought.

For a public company, or an entity that a public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 221 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 apply.

The issue of Director Placement Shares and Director Placement Options to David Fisher falls within the definition of a "financial benefit" for the purposes of the Corporations Act.

Consequently, the issue of Director Placement Shares and Director Placement Options to David Fisher, will for the purposes of Chapter 2E of the Corporations Act, constitute giving a financial benefit to related parties of the Company.

The financial benefit being given to David Fisher is consideration for $10,000 invested by David Fisher in the Company to raise capital. The terms of the Director Placement Shares and Director Placement Options are identical to those offered to sophisticated and professional investors within the Placement. Therefore, it falls within the exception set out in section 210 of the Corporations Act as David Fisher and the Company are transacting at arm's length. Accordingly, Shareholder approval for the purposes of Chapter 2E of the Corporations Act is not being sought.

4.3 Required Information

ASX Listing Rule 10.13 requires that certain information is included in a notice of meeting to approve a transaction for the purpose of ASX Listing Rule 10.11.

Details of the Securities to be issued to David Fisher:

Name of the related party	David Fisher.

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The maximum number of Securities to be issued	133,333 Director Placement Shares. 133,333 Director Placement Options.
The date by which the Company will issue securities	All of the Director Placement Shares and Director Placement Options will be issued no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Issue price of Securities	The issue price of the Director Placement Shares will be $0.075. The exercise price of the Director Placement Options will be $0.10.
Terms of securities:	The Director Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares. The terms of the Director Placement Options are set out in Annexure 2.
Use of funds	Funds raised will support the rollout of airBux technology, Paid By Coins, research, development and working capital.

4.4 Recommendation

The Directors, with the exclusion of David Fisher, recommend that Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF SECOND TRANCHE PLACEMENT SHARES ON 10 JULY 2019.

On 10 July 2019, the Company issued 9,141,374 Second Tranche Placement Shares with an issue price of $0.075 to certain sophisticated and professional investors pursuant to the Placement as announced to the market on 24 April 2019. The Company raised $685,603 from the Second Tranche Placement Share issue. These Second Tranche Placement Shares are the second tranche of Shares issued pursuant to the Company's capital raising announced to the market on 24 April 2019. The first tranche of Shares were issued on 13 May 2019 details of which can be found in the Company's announcement dated 13 May 2019. Details of the issue of the second tranche of Shares were disclosed in the Company's announcement dated 10 July 2019 titled Private Placement and Appendix 3B.

The Second Tranche Placement Shares were issued within the Company’s placement capacity under ASX Listing Rule 7.1.

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.

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ASX Listing Rule 7.4 provides that the issue of securities made under ASX Listing Rule 7.1 can be ratified by shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of securities, the issue will not reduce the Company’s placement capacity under ASX Listing Rule 7.1.

5.1

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 Resolution 5:

is provided in relation	to Resolution 5:
The number of Shares issued	A total of 9,141,374 Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Issue price	$0.075 per Share.
Terms of securities	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.
Person to whom Shares were issued	The Shares were issued and allotted to sophisticated and professional investors, none of whom are Related Parties of the Company.
Use of funds	The funds raised will be used by the Company to support the rollout of airBux technology, Paid By Coins, research, development and working capital.

5.2 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 5.

6. RESOLUTION 6: APPROVAL OF ISSUE OF ATTACHING SECOND TRANCHE PLACEMENT OPTIONS TO THE SECOND TRANCHE PLACEMENT SHARES.

As noted in the Company’s announcement to the ASX dated 24 April 2019, the Company has agreed, subject to Shareholder approval to issue 9,141,374 Second Tranche Placement Options to Placement Participants as free attaching options issued on the basis of 1 Second Tranche Placement Option for each Second Tranche Placement Share. Details of the Placement are set out in the Company's announcement to the market on 24 Aril 2019.

ASX Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued capital in any 12 month period without security holder approval. Shareholder approval is sought to approve the issue of the 9,141,374 Second Tranche Placement Options referred to in Resolution 6. The effect of such approval is that any such Second Tranche Placement Options will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

6.1 Required information

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 6 for the purposes of providing an approval under ASX Listing Rule 7.1.

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Maximum number of Securities to be issued:	9,141,374 Second Tranche Placement Options.
Proposed date of Issue:	All of the Second Tranche Placement Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Price at which the Second Tranche Placement Options are to be issued:	Nil, they are free attaching Second Tranche Placement Options issued on the basis of 1 Second Tranche Placement Option for each Second Tranche Placement Share.
Terms of securities:	The terms of the Second Tranche Placement Options are set out in Annexure 2.
Persons to whom securities are to be issued:	The Second Tranche Placement Options will be issued to Placement Participants, being various sophisticated and professional investors who are not Related Parties of the Company.
Use of funds	No funds will be raised by the issue of the Second Tranche Placement Options.

6.2 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

7. RESOLUTION 7: RATIFICATION OF PRIOR ISSUE OF BROKER SHARES TO NOVUS CAPITAL.

On 29 March 2019, the Company and Novus Capital executed a mandate letter pursuant to which Novus Capital would advise, assist and lead the Placement ( Broker Mandate ). As part consideration for the provision of the aforementioned services, on the successful completion of the Placement, Novus Capital would be issued 2,500,000 shares at an issue price of $0.075 ( Broker Shares ) and 3,500,000 Broker Options (subject to Shareholder approval). As announced by the Company on 10 July 2019, the Placement completed and the Broker Shares were issued to Novus Capital.

The Broker Shares were issued within the Company’s placement capacity under ASX Listing Rule 7.1

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 the issue of securities made under ASX Listing Rule 7.1 can be ratified by shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of securities, the issue will not reduce the Company’s placement capacity under ASX Listing Rule 7.1.

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Accordingly, Resolution 7 seeks Shareholder approval under ASX Listing Rule 7.4 for and ratification of the issue of the Broker Shares issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1 to provide flexibility for the Company to issue Equity Securities under the Company's 15% placement capacity in the next 12 months without the requirement to obtain Shareholder approval.

7.1 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 Resolution 7:

is provided in relation	to Resolution 7:
The number of Shares issued	A total of 2,500,000 Shares were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Issue price	$0.075 per Share.
Terms of securities	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.
Person to whom Shares were issued	The Shares were issued to Novus Capital. Novus Capital is not a Related Party of the Company.
Use of funds	No funds were raised by the issue of the Broker Shares. The Broker Shares were issued pursuant to the terms of the Broker Mandate.

7.2 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 7.

8. RESOLUTION 8: APPROVAL OF ISSUE OF BROKER OPTIONS TO NOVUS CAPITAL.

As noted above in section 7, the Company and Novus Capital executed the Broker Mandate. As partial consideration for the services provided, the Company agreed to issue, subject Shareholder approval, 3,500,000 Broker Options which is comprised of 2,500,000 free Options which attach to the Broker Shares (which is consistent with the offer of free Options which attached to Shares subscribed for under the Placement) and an additional 1,000,000 free Broker Options. The Broker Options are to be issued to Novus Capital on the same terms as Options issued to Placement Participants.

The Placement has completed and the Company is seeking Shareholder approval for the issue of the Broker Options.

ASX Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued capital in any 12 month period without security holder approval. Shareholder approval is sought to approve the issue of the 3,500,000 Broker Options referred to in Resolution 8. The effect of such approval is that any such Broker Options will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by Listing Rule 7.1.

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8.1 Required information

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders in respect of Resolution 8 for the purposes of providing an approval under Listing Rule 7.1.

under Listing Rule 7.1.
Maximum number of Securities to be issued:	3,500,000 Broker Options.
Proposed date of Issue:	The Broker Options will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) however the Company intends to issue the Broker Options as soon as possible after the meeting should Shareholders approve Resolution 8.
Price at which the Broker Options are to be issued:	Nil, they are free attaching Options issued on the basis of 1 Broker Option for each Broker Share with the additional 1,000,000 Broker Options being issued pursuant to the Broker Mandate.
Terms of securities:	The terms of the Broker Options are set out in Annexure 2.
Persons to whom securities are to be issued:	The Broker Options will be issued to Novus Capital. Novus Capital is not a Related Party of the Company.
Use of funds	No funds will be raised by the issue of the Broker Options.

8.2 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 8.

9. RESOLUTIONS 9 AND 10: REMOVAL AND APPOINTMENT OF AUDITOR.

Under section 329 of the Corporations Act, an auditor of a company may be removed from office by resolution at a general meeting of which two months' notice of intention to move resolution has been given. An executed copy of the notice of intention to remove HLB Mann Judd Assurance (NSW) Pty Ltd as auditor of the Company is contained within Annexure 1. A copy of this notice of intention has been provided to HLB Mann Judd Assurance (NSW) Pty Ltd and ASIC as required by this section of the Corporations Act.

It should be noted that under section 329 of the Corporations Act, if a company calls a meeting after notice of intention has been given, the meeting may pass the resolution to remove the auditor even though the meeting is held less than two months after the notice of intention is given.

The Company seeks approval to remove the current auditor even though the Meeting will be held less than two months after the notice of intention is given.

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Under section 327D(2) of the Corporations Act, the Company in a general meeting may appoint an auditor to replace an auditor removed under section 329 of the Corporations Act.

If HLB Mann Judd Assurance (NSW) Pty Ltd is removed under Resolution 9, the Directors propose that MNSA Pty. Ltd be appointed as the Company's auditor with effect from the date of the Meeting. The nomination of MNSA Pty. Ltd to act as auditor of the Company is included in Annexure 1 of this Notice. MNSA Pty Ltd has given written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act.

If Resolutions 9 and 10 are passed, the appointment of MNSA Pty. Ltd as auditor of the Company will take effect from the date of the Meeting.

Resolution 9 is an ordinary resolution and Resolution 10 is a special resolution. Resolution 10 is subject to Resolution 9 being passed.

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GLOSSARY

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited or the market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Broker Mandate has the meaning ascribed to that term in section 7 of the Explanatory Statement.

Broker Options means options to acquire Shares to be granted to Novus Capital which will have the same terms as the Placement Options.

Broker Shares means the 2,500,000 Shares issued to Novus Capital on 10 July 2019 pursuant to the Broker Mandate.

Business Day means a day on which banks are open for general banking business in Sydney, Australia.

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 or MBM means Mobecom Limited (ACN 125 688 940).

Company Secretary means Anne Adaley.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Director Placement means the Director Placement as announced by the Company on 24 April 2019.

Director Placement Options means the Options to be issued to Directors as announced by the Company on 24 April 2019 on the terms set out in sections 3.3 and 4.3.

Director Placement Shares means the Shares to be used to Directors as announced by the Company on 24 April 2019 on the terms set out in sections 3.3 and 4.3.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

HLB Mann Judd Assurance (NSW) Pty Ltd means HLB Mann Judd Assurance (NSW) Pty Ltd (ACN 153 077 215) and is the current auditor of the Company.

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.

MNSA Pty. Ltd means MNSA Pty. Ltd (ACN 133 605 400) and is the proposed replacement auditor of the Company.

Mobecom Options means the Placement Options, Second Tranche Placement Options, Director Placement Options and Broker Options collectively.

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

Notice of Intention & Nomination of Auditor means the document set out in Annexure 1.

Novus Capital means Novus Capital Limited (ACN 006 711 995).

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rule 19.

Paid By Coins means Paid by Coins Pty Ltd (ACN 621 589 759).

Placement means the placement as announced to the market on 24 April 2019.

Placement Options means the Options attaching to each of the Placement Shares on the basis described in section 2 and have the terms set out in section 2.1.

Placement Participant means a person who participated in the Placement.

Placement Shares means the Shares issued to professional and sophisticated investors pursuant to the private placement announced on 13 May 2019.

Proxy Form means the proxy form accompanying the Notice.

Registered Office means the registered office of the Company.

Related Party as defined in section 228 of the Corporations Act.

Resolution means a resolution set out in the Notice.

Second Tranche Placement Option means the Options attaching to each of the Second Tranche Placement Shares on the basis described in section 6.1.

Second Tranche Placement Shares means the Shares issued to sophisticated and professional investors on 10 July 2019.

Securities as defined in ASX Listing Rule 19.

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

Shareholder means a holder of a Share.

Thomson Geer means Thomson Geer Lawyers situated at Level 25, 1 O'Connell Street, Sydney, New South Wales.

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Annexure 1

Notice of Intention to Move Resolution and Nomination of Auditor.

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Annexure 2

Terms of the Placement Options, Second Tranche Placement Options, Director Placement Options and Broker Options (together, the Mobecom Options ) are set out below:

Mobecom Option Terms	Detail
Exercise Price	The exercise price of theMobecom Options will be $0.10.
Entitlement on exercise	Each Mobecom Option entitles the holder to subscribe for one fully paid Share.
Expiry date	30 June 2021.
Period of exercise.	Options may be exercised at any time prior to the Expiry date.
How to exercise a Mobecom Option	The holder of a Mobecom Option can exercise the Mobecom Option by delivering a duly completed notice to the Company before the expiry date.
Ranking	Shares obtained from the exercise of a Mobecom Option will rank equally with all existing Shares.
Quotation	The Company will seek quotation of the Mobecom Options subject to receiving the required number of 50 Placement applicants.
Transferability	The Mobecom Options are transferable.
Reconstruction of capital	If at any time the issued capital of the Company is reconstructed (including consolidation, subdivision, reduction of return), all rights of a holder of Mobecom Options are to be changed to the extent necessary in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
Participation in new issues	There are no participation rights or entitlements inherent in the Mobecom Options and holders of Mobecom Options will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Mobecom Options without exercising the Options. Holders of these Mobecom Options will be afforded the period of at least 5 Business Days prior to and inclusive of the record date (to determine entitlements to the new issue) to exercise their Mobecom Options.
Change in Exercise Price/number of underlying ordinary shares	If there is a bonus issue to Shareholders, the number of ordinary shares over which a Mobecom Option is exercisable may be increased by the number of shares which the holder of the Mobecom Option would have received if the Mobecom Option had been exercised before the record date for the bonus issue. In the event that a pro rata issue (except a bonus issue) is made to Shareholders, the Exercise Price of the Mobecom Options may be reduced in accordance with ASX Listing Rule 6.22.2.

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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 (AEST) on Wednesday 25 September 2019.

 TO VOTE ONLINE

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BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/mbmgmsept2019 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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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 (AEST) on Wednesday 25 September 2019. 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/mgmgmsept2019  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 General Meeting of the Company to be held at Thomson Geer, Level 25, 1 O’Connell Street, Sydney NSW 2000 on Friday, 27 September 2019 at 10:00am (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 of Placement Shares on 10 May 2019 Resolution 2 Approval of Issue of Attaching Placement Options to the Placement Shares Resolution 3 Approval for Issue of Director Placement Shares and Attaching Director Placement Options to Rodney Walker Resolution 4 Approval for Issue of Director Placement Shares and Attaching Director Placement Options to David Fisher

Resolution 5 Ratification of Prior issue of Second Tranche Placement Shares on 10 July 2019

Resolution 6 Approval of issue of Attaching Second Tranche Placement Options to the Second Tranche Placement Shares Resolution 7 Ratification of Prior Issue of Broker Shares to Novus Capital Resolution 8 Approval of Issue of Broker Options to Novus Capital Resolution 9 Removal of Auditor Resolution 10 Appointment of Auditor

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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 / / 2019