GRATIFII LIMITED — Proxy Solicitation & Information Statement 2019

Feb 28, 2019

MOBECOM LIMITED ACN 125 688 940

NOTICE OF GENERAL MEETING

TIME : 11:00am (AEDT) DATE : Wednesday 3 April 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)	7
Glossary	15
Notice of consent and candidature for the position of Director	17
Material terms of Giuseppe Porcelli's remuneration	18
Proxy Form	Enclosed

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that a General Meeting of Shareholders of Mobecom Limited ( Company ) will be held at the offices of Thomson Geer, Level 25, 1 O’Connell Street, Sydney NSW on 3 April 2019, at 11.00am (AEDT).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting sets out the background information on the various matters to be considered. This Notice of 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 (AEDT) on 1 April 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;

• 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

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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

• 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.

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

AGENDA

1. RESOLUTION 1: ELECTION OF DIRECTOR – GIUSEPPE PORCELLI

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

“That, for the purpose of clause 13.3 of the Constitution and for all other purposes, Giuseppe Porcelli is elected as a Director of the Company.”

2. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE – COMPLETION 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 35,294,118 Shares, each at an issue price of $0.17 per Share, 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 Lakeba Ventures Pty Ltd (ACN 603 959 413) 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 OF ISSUE OF SECURITIES TO XPLORA CAPITAL MANAGEMENT PTY LTD

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 for all other purposes, Shareholders approve the issue of up to 20,000,000 Shares to Xplora Capital Management Pty Ltd (ACN 625 545 208) or its nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Xplora Capital Management Pty Ltd, its nominee (if any), its associates, or any person who might 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 any associate of those persons. However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on this Resolution 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.

4. RESOLUTION 4: APPROVAL OF ISSUE OF OPTIONS TO GIUSEPPE PORCELLI

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 10.14 and for all other purposes, and subject to the passing of Resolution 1, approval is given for the Directors to issue 1,600,000 Options to Giuseppe Porcelli, on the terms and conditions set out in the Explanatory Statement. "

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Voting Exclusion Statement:

The Company will disregard any votes cast by Giuseppe Porcelli or any associate of Giuseppe Porcelli. 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 on this Resolution 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 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 5,500,000 Shares, each at an issue price of $0.10 per Share, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by any person who participated in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of 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.

DATED: 1 MARCH 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: ELECTION OF DIRECTOR – GIUSEPPE PORCELLI

1.1 General

Clause 13.3 of the Constitution allows the Company to elect a person as a Director by resolution passed in general meeting.

Mr Giuseppe Porcelli delivered to the Company's Registered Office a notice in writing duly signed on 22 January 2019. This notice contained his consent to the nomination and signified his candidature for the position of Director.

As required by clause 13.3 of the Constitution, the notice signed by Mr Giuseppe Porcelli is attached to this Notice. No other nominations for the position of Director have been received by the Company.

1.2 Details on this candidate

Mr Giuseppe Porcelli is a global entrepreneur and business leader with a proven track record of driving value for his teams, partners and investors. Mr Porcelli is the architect of Lakeba Group’s unique business platform which focuses on the rapid commercialisation of technology solutions which make a real difference for businesses and communities.

Prior to moving to Australia with his family, Mr Porcelli had built a number of highly successful businesses in Italy, and in 2008 he was awarded the highest Italian business honour by the Italian Prime Minister for his global business success. Mr Porcelli completed a Master of Computer Applications (MCA) and Master of Business Administration (MBA) from Università degli Studi di Napoli Federico II in Italy.

In 2018, Mr Porcelli was nominated for the CEO of the Year Award by CEO Magazine. The Company welcomes Mr Porcelli's nomination to the board and is confident he will be able to add significant value and assist the executive team in driving return on shareholder value.

Mr Porcelli holds directorship positions with a number of entities including:

• Ezi Financial Services Pty Ltd (ACN 628 254 455);

• Ezidox Pty Ltd (ACN 601 979 462);

• Lakeba Corporation Pty Ltd (ACN 165 268 315);

• Lakeba Future Hub Pty Ltd (ACN 623 164 956);

• Lakeba Group Pty. Ltd. (ACN 603 471 807);

• Lakeba Holdings Pty Ltd (ACN 600 244 031);

• Lakeba Technologies Pty Ltd (ACN 615 586 331);

• Lakeba Ventures Pty Ltd (ACN 603 959 413);

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• PBC;

• Prophetico Pty Ltd (ACN 618 447 555);

• Quixxi Pty Ltd (ACN 168 631 561);

• Shelfie Robot Pty Ltd (ACN 615 582 217);

• Verimoto Pty Ltd (ACN 604 195 815); and

• 360dgrees.com Pty Ltd (ACN 608 466 922).

In respect of the above companies, the following disclosures are noted:

• The Company acquired an 80% interest in PBC on 18 December 2018;

• PBC was a subsidiary of Lakeba Ventures Pty Ltd (ACN 603 959 413). Lakeba Ventures Pty Ltd sold 80% of the shares in PBC to the Company on 18 December 2018 pursuant to the PBC Share Sale Agreement; and

• Lakeba Group Pty. Ltd. (ACN 603 471 807) is a warrantor on behalf of the seller (Lakeba Ventures Pty Ltd) in respect of the PBC Share Sale Agreement.

The Directors (other than Rodney Howard Walker and Robert Todd Ruppert) support the election of Mr Giuseppe Porcelli as a Director of the Company. Mr Walker and Mr Ruppert are directors of Lakeba Group Pty. Ltd. which wholly owns Lakeba Ventures Pty Ltd. Due to this association, they have abstained from making a recommendation in relation to this Resolution.

1.3 Proposed Remuneration

The material terms of Mr Giuseppe Porcelli's services agreement is attached to this Notice.

2. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE – COMPLETION SHARES

2.1 General

On 17 December 2018, the Company issued 35,294,118 Shares, each at an issue price of $0.17 per Share, to Lakeba Ventures Pty Ltd ( Completion Shares ). The Completion Shares were issued on the completion of the acquisition of 80% of the issued share capital of PBC, details of which was announced by the Company on 18 December 2018.

The Completion Shares were issued under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A as follows:

• a) 26,899,104 of the ordinary shares issued were issued within the Company’s 15% capacity; and

• b) 8,395,014 ordinary shares were issued under ASX Listing Rule 7.1A.

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 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.

ASX Listing Rule 7.1A enables certain Eligible Entities to seek shareholder approval to issue Equity Securities up to 10% of its issued share capital over a 12 month period after the annual general meeting at which a resolution for the purposes of ASX Listing Rule 7.1A is passed by special resolution. This additional 10% placement capacity is in addition to the Eligible Entity's 15% placement capacity under ASX Listing Rule 7.1. The Company obtained approval from Shareholders to issue Equity Securities under ASX Listing Rule 7.1A at the Company’s last annual general meeting held on 30 November 2018.

A note to ASX Listing Rule 7.4 provides that the issue of securities made under ASX Listing Rule 7.1A 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 7.1A.

Accordingly, Resolution 2 seeks Shareholder approval for and ratification of the issue of:

• (a) 26,899,104 Shares issued under the Company’s annual 15% placement capacity under ASX Listing Rule 7.1; and

• (b) 8,395,014 Shares issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A,

under ASX Listing Rule 7.4 to provide flexibility for the Company to issue Equity Securities under the 15% placement capacity under ASX Listing Rule 7.1 and additional 10% placement capacity under ASX Listing Rule 7.1A in the next 12 months without the requirement to obtain 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:

• (a) A total of 35,294,118 Shares were issued, where:

• (i) 26,899,104 Shares were issued under the Company’s annual 15% placement capacity under ASX Listing Rule 7.1 and

• (ii) 8,395,014 Shares were issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A;

• (b) the issue price was $0.17 per Share;

• (c) the Completion 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 Completion Shares were issued to Lakeba Ventures Pty Ltd; and

• (e) no funds were raised as a result of the share issue. However, the Completion Shares were issued to satisfy a $6 million completion payment

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payable with respect to the Company’s acquisition of 80% of the issued capital of PBC.

2.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution with Rodney Howard Walker and Robert Todd Ruppert abstaining for the reasons set out in section 1.2 of this Explanatory Statement.

3. RESOLUTION 3: APPROVAL OF ISSUE OF SECURITIES TO XPLORA CAPITAL MANAGEMENT PTY LTD

3.1 Background

Xplora Capital Management Pty Ltd (ACN 625 545 208) ( Xplora ) is a specialist financing institution based out of Sydney that provides companies with the funding required to develop and grow their business.

Xplora has agreed to provide the Company with a loan facility of up to $2,000,000. Should the Company utilise the loan facility and not repay the debt obligation, Xplora has the right to convert the loan into Shares ( Conversion Shares ). The terms of this loan facility are set out under the Bridge Loan Facility Agreement.

This Resolution is an ordinary resolution which seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of Shares to Xplora in accordance with the terms of the Bridge Loan Facility Agreement.

3.2 Why approval is being sought under ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides, subject to certain exceptions and adjustments, 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 this Resolution will be to allow the Company to issue the Shares during the period of 3 months after the Meeting (or such later date to the extent permitted by ASX or modification of the ASX Listing Rules) without using the Company's capacity to issue Shares without Shareholder approval pursuant to ASX Listing Rule 7.1 ( Company’s 7.1 Capacity ).

As such, if Shareholder approval is obtained for the issue of the Shares pursuant to this Resolution, the Company will be able to issue the underlying Shares without depleting the Company’s 7.1 Capacity.

3.3

Specific Information required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3, information regarding the issue of the Conversion Shares is provided as follows:

• (a) The loan may be converted into Conversion Shares based on the conversion of the face value of the loan into Shares at a Share price of the higher of $0.10 or 80% of the 10-day VWAP of the Company's Shares at the date of conversion.

On the basis that the floor price of $0.10 applies, the maximum number of Conversion Shares that may be issued will be 20,000,000.

(b) The Company intends to issue the Conversion Shares only if it is not able to repay the loan. Xplora must firstly give written notice not later than 7

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days after the maturity date (as defined in section 3.4 below) to issue the Conversion Shares.

The Company must issue the Conversion Shares no later than 3 months after the date of the Meeting (or such later date to the extent permitted by ASX or modification of the ASX Listing Rules).

• (c) The Conversion Shares will be issued to Xplora (or its nominee).

• (d) A summary of the terms and conditions of the Bridge Loan Facility Agreement is provided in section 3.4 below.

Any Conversion Shares issued upon conversion of the loan will be fully paid ordinary shares of the Company ranking equally in all respects with the Company's existing Shares.

• (e) The funds raised will be used for working capital and general corporate purposes.

3.4 Terms and conditions of the Bridge Loan Facility Agreement

Facility amount AUD$2,000,000 non-revolving term facility. And Type:

Facility Purpose:

To fund the Company's working capital and ongoing operating activities.

Interest:

10% per annum, compounded monthly, payable on the maturity date.

Maturity Date: 30 April 2019.

Default:

In the event that the Company defaults with respect to any of its obligations hereunder or a material adverse change occurs with respect to the financial affairs of the Company, all amounts owing (including interest) to Xplora shall become immediately due and payable upon written notice from Xplora.

Principal The Company may at any time repay the facility amount Prepayment: in its entirety, including all accrued interest, prior to the maturity date without penalty.

Conversion Price: VWAP x 0.8

Where VWAP is the 10-day VWAP of the Company's Shares at the date of conversion, with a floor price of $0.10. Should the Shares be less than this floor price at the date of conversion the Company will be obliged to pay the difference in cash to Xplora. The maximum number of Conversion Shares that may be issued in terms of this conversion will be $2,000,000 divided by $0.10, equal to 20,000,000 Shares.

3.5 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

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4. RESOLUTION 4: APPROVAL OF ISSUE OF OPTIONS TO GIUSEPPE PORCELLI

4.1 General

The Company seeks approval from Shareholders for the issue of 1,600,000 unlisted Options for Shares to Mr Giuseppe Porcelli.

The purpose of the issue of Options is to both remunerate and incentivise Mr Porcelli following his appointment as a Director of the Company. The incentive aspect comes through having performance targets in the form of revenue and Share price. Upon the Company meeting these revenue and Share price targets on specific dates, a certain amount of Options will vest and may then be exercised by Mr Porcelli. The amount of Options that will vest is dependent on whether the Company has met a minimum target, and will increase proportionally up to a maximum target. If the Company fails to meet the minimum targets on the specified dates, no Options will vest. The Options will be issued by the Company to Mr Porcelli no later than twelve months from the date of the Meeting.

Approval of Shareholders is sought for the purposes of ASX Listing Rule 10.14 for the Company to grant the Options to Mr Porcelli. Once the Options are exercised for Shares, the Shares will rank equally with Shares currently on issue.

The material terms of Mr Porcelli's services agreement, which outlines his remuneration and the proposed equity scheme the subject of Resolution 4, is attached to this Notice.

As Shareholder approval is being sought pursuant to ASX Listing Rule 10.14 to issue the Options to Mr Porcelli, separate approval is not required pursuant to ASX Listing Rule 7.1. This is because exception 9 contained in ASX Listing Rule 7.2 applies.

4.2 Specific Information required by ASX Listing Rule 10.15

For the purposes of ASX Listing Rule 10.15, information regarding the issue of the Options is provided as follows:

• (a) The maximum amount of Options that will be acquired by Mr Porcelli is 1,600,000.

• (b) There is no price associated with the Options being acquired.

• (c) The following table sets out the details of all persons referred to in ASX Listing Rule 10.14 who received securities under the equity scheme since the last approval:

Name	Grant Date	No. of Options	Acquisition Price
Neil Joseph	11 Oct 2017	1,695,000	Nil
Jennifer Robinson	22 Aug 2018	476,618	Nil
Neil Joseph	17 Dec 2018	236,545	Nil
David Fisher	17 Dec 2018	400,000	Nil

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• (d) All staff of the Company, including Directors and related parties, are entitled to participate in the equity scheme.

• (e) The Company will issue the Options to Mr Porcelli no later than twelve months from the date of the Meeting.

4.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

5. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

5.1 General

On 15 February 2019, the Company issued 5,500,000 Shares to certain sophisticated and professional investors via a private placement within the Company’s under ASX Listing Rule 7.1A. The Company raised $550,000 from the Shares issued.

ASX Listing Rule 7.1A enables certain Eligible Entities to seek shareholder approval to issue Equity Securities up to 10% of its issued share capital over a 12 month period after the annual general meeting at which a resolution for the purposes of ASX Listing Rule 7.1A is passed by special resolution. This additional 10% placement capacity is in addition to the Eligible Entity's 15% placement capacity under ASX Listing Rule 7.1. The Company obtained approval from Shareholders to issue Equity Securities under ASX Listing Rule 7.1A at the Company’s last annual general meeting held on 30 November 2018.

A note to ASX Listing Rule 7.4 provides that the issue of securities made under ASX Listing Rule 7.1A 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 7.1A.

Accordingly, Resolution 5 seeks Shareholder approval for and ratification of the issue of 5,500,000 Shares issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A,

Under ASX Listing Rule 7.4 to provide flexibility for the Company to issue Equity Securities under the 15% placement capacity under ASX Listing Rule 7.1 and additional 10% placement capacity under ASX Listing Rule 7.1A in the next 12 months without the requirement to obtain 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:

• (a) A total of 5,500,000 Shares were issued, were issued under the Company’s additional 10% placement capacity under ASX Listing Rule 7.1A;

• (b) the issue price was $0.10 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 sophisticated and professional investors;

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• (e) Funds raised through the issue will be applied to complete the integration and roll out of the airBux technology in South Africa and Australia, accelerate the setup of Paid by Coins including marketing and developing networks in Europe, South Africa and Singapore and general working capital.

5.3 Recommendation

The Directors recommend Shareholders vote in favour of this Resolution.

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GLOSSARY

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

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

ASX Listing Rules means the Listing Rules of ASX.

Bridge Loan Facility Agreement means the agreement entered into between the Company (as the borrower) and Xplora (as the lender) as amended on 14 February 2019, the details of which were disclosed on 30 January 2019.

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).

Company’s 7.1 Capacity has the meaning set out in section 3.2 of the Explanatory Statement.

Completion Shares has the meaning set out in section 2.1 of the Explanatory Statement.

Constitution means the Company’s constitution.

Conversion Shares has the meaning set out in section 3.1 of the Explanatory Statement.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entities means entities that, at the date of the relevant general meeting:

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

• (b) have a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) equal to or less than $300,000,000.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by 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

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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 option to acquire a Share on the terms set out in the material terms of Mr Porcelli's services agreement, which is attached to this Notice.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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

PBC Share Sale Agreement means the agreement for the acquisition of 80% of the issued shares in PBC entered into between the Company (as the buyer) and Lakeba Ventures Pty Ltd (as the seller), the details of which were disclosed on 28 November 2018.

Proxy Form means the proxy form accompanying the Notice.

Registered Office means the registered office of the Company.

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.

VWAP means volume weighted average market price.

Xplora has the meaning set out in section 3.1 of the Explanatory Statement.

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Notice of consent and candidature for the position of Director

CONSENT TO ACT AS DIRECTOR AND STATUTORY INFORMATION

To the Directors: Mobecom Limited (ABN: 47 125 688 940)

I, Giuseppe Porcelli, consent to act as a director of Mobecom Limited (ABN: 47 125 688 940) ( Company ).

Personal details

In accordance with the Corporations Act 2001 , I provide the following information:

Given and family names: Giuseppe Porcelli*

*Note - for privacy reasons, address, place and date of birth have been removed from this Notice of Meeting.

Material personal interest

Except as set out in Schedule 1 to this form, I do not have, to my knowledge, any material personal interest in a matter that relates to the affairs of the Company of which a director is required to give notice in accordance with the Corporations Act 2001 . If anything is specified in Schedule 1, I request that this notice be tabled at the next directors' meeting of the Company and recorded in the minutes of that meeting.

Standing notice of interest or interests

I give standing notice that I have an interest in all matters specified in Schedule 2 to this form. I request that the matters disclosed by this paragraph be tabled at the next directors' meeting of the Company and recorded in the minutes of that meeting.

Use of technology

For the purposes of the Corporations Act 2001 , on becoming a director, I consent to the use of the following technology for calling or holding directors' meetings:

1. video;

2. telephone;

3. electronic mail;

4. any other technology which permits each director to simultaneously communicate with every other director; or

5. any combination of the technologies described in the above paragraphs.

I am aware that I may withdraw my consent to using this technology within a reasonable period before the holding of a directors' meeting.

Date : 22-01-2019

Giuseppe Porcelli

Schedule 1 – Material Personal Interests

List (if any):

• 113,828 ordinary share held indirectly in Mobecom Limited in the name of Samagi Pty Ltd .

• 72,464 unlisted options held indirectly in Mobecom Limited in the name of Samagi Pty Ltd .

Schedule 2 – Standing notice of interest or interests

List (if any):

• Director of Paid By Coins Pty Ltd

• Director of Lakeba

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Key terms of Giuseppe Porcelli's remuneration

Schedule 1 – Details of employment

Item	Variable
1.	Commencement Date	1 February 2019
2.	Basis of employment	Permanent part-time
3.	Annual Base Salary	$200,000 per annum plus Statutory Superannuation Guarantee of 9.5%

Schedule 2 – Equity Scheme

Giuseppe Porcelli shall be entitled to 1,600,000 options under the Company’s Incentive Option Plan ( Options ) subject to shareholder approval being obtained at the next meeting of Shareholders of the Company.

Each Option will, upon vesting, entitle the holder to one Share in the capital of the Company.

The Options will be subject to specific performance criteria ( Performance Criteria ), which must be satisfied as at specific dates ( Vesting Dates ).

It is currently contemplated that these Options will be granted within 30 days of approval at this General Meeting

More generally, the proposed Vesting Dates for the Options are:

• (a) 30 June 2020; and (b) 30 June 2021.

The Options to be issued to Giuseppe Porcelli will also be subject to a continuous employment/service vesting/forfeiture condition from the Grant Date to the applicable Vesting Date.

However, if employment/service ceases because of death, total permanent disability, redundancy or other special circumstances as determined by the Board, any unvested Options will not lapse as a consequence and will continue to be subject to the Performance Criteria unless otherwise determined by the Board.

If the Performance Criteria are not met at the relevant Vesting Date, the Options relating to that Vesting Date will not vest and will lapse.

If granted, the Options will expire 90 days after the Vesting Date unless exercised beforehand.

Performance Criteria:

The number of Options which vest will be determined by:

• (a) the price of the Company’s Shares as at the relevant Vesting Date, calculated on the volume weighted average sale price of Shares for the 20 business days immediately preceding the relevant Vesting Date; and

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• (b) the Company’s revenue, calculated on the Company’s audited and reported financial results for the 12 months immediately preceding the Vesting Date.

The number of Options that will vest will therefore be determined by the Company’s performance against the Performance Criteria for the relevant period, as follows:

Vesting Date	Maximum
	Number of	Target (50%	Maximum (100%
	Options Vesting	vest)	vest)
Share Price
30 June 2020	400,000	$0.30	$0.40
30 June 2021	400,000	$0.40	$0.60
Revenue
30 June 2020	400,000	$5,500,000	$7,070,000
30 June 2021	400,000	$7,000,000	$11,560,000

For each Performance Criteria, and at each Vesting Date, the Board will determine how the Performance Criteria are to be measured. A target measure and maximum measure will be established for each Performance Criteria, and Options may vest in accordance with the following scale:

Performance	Result
**Less than Target **	No Optionswill vest.
Achievement of	50% of Options for that Performance Criteria and Vesting
Target	Period will vest.
Achievement of	100% of Options for that Performance Criteria and Vesting
Maximum	Periodwill vest
Between Target and	50% of the Options for that Performance Criteria and
Maximum	relevant Vesting Date, plus an additional number of
performance	Options (calculated on a straight line basis) between the
	Target and Maximum measures.

Each Option is issued for nil consideration and no consideration will be payable upon the achievement of the Performance Criteria.

Schedule 3 – Bonus Scheme

Giuseppe Porcelli may be entitled to a short-term cash incentive of up to $260,000 ( Bonus Incentive ), on the following terms:

• (a) payment of the Bonus Incentive shall be subject to Giuseppe Porcelli meeting the following performance targets ( Targets ), assessed over 18 months from 1 January 2019 ( Assessment Period ):

Target	Target Weighting	Maximum Weighting
Open Paid By Coins in Europe, Singapore and South Africa by 30 June 2019	30%	45%
New business opportunities for MBM by utilising Lakeba technology resulting in MBM revenue increasing by 20%	20%	30%

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Group annualised revenue of AUD$10 million per annum (annualised revenue based on Dec 2019 results)	20%	30%
Satisfactory individual performance rating, as assessed by the Board	30%	45%
Total Weighting: 100%		150%

To the extent that any Target is not met at the expiry of the Assessment Period, the Bonus Incentive shall be reduced by the Weighting corresponding to that Target;

• (b) Giuseppe Porcelli must be employed by the Company for the entire Assessment Period to be eligible for the Bonus Incentive; and

• (c) the Bonus Incentive shall be paid in cash after the results for the half year ending 31 December 2019 are approved by the Board or upon the expiry of the Assessment Period (whichever occurs later).

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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 11:00am (AEDT) on Monday 1 April 2019.

 TO VOTE ONLINE

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BY SMARTPHONE

STEP 1: VISIT https://www.votingonline.com.au/mbmgm2019 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 11:00am (AEDT) on Monday, 1 April 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/mbmgm2019  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 Wednesday, 3 April 2019 at 11:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

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 Election of Director – Giuseppe Porcelli

Resolution 2 (i) Ratification of Prior Issue – 26,899,104 Shares were issued under the Companies annual 15% placement capacity under ASX Listing Rule 7.1

Resolution 2 (ii) Ratification of Prior Issue – 8,395,014 Shares were issued under the Companies additional 10% placement capacity under ASX Listing Rule 7.1A

• Resolution 3 Approval of Issue of Securities to Xplora Capital Management Pty Ltd

• Resolution 4 Approval of Issue of Options to Giuseppe Porcelli

• Resolution 5 Ratification of Prior Issue of Placement Shares

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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