INFOCUS GROUP HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2018

Feb 8, 2018

WANGLE TECHNOLOGIES LIMITED ACN 096 870 978

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am (WST) DATE : 12 March 2018 PLACE : Suite 9, 330 Churchill Avenue Subiaco WA 6008

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

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

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 at 10:00am (WST) on 10 March 2018.

BUSINESS OF THE MEET ING

AGENDA

1. RESOLUTION 1 – VARIATION OF OPTION TERMS

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 6.23.4 and for all other purposes, approval is given for the Company to vary the terms of the 2.5 Cent Options 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 any person who holds an Option that is the subject of the approval or 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS – 7.1 CAPACITY

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 78,816,625 Shares and 50,000,000 2.5 Cent Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – SHARES – 7.1A CAPACITY

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 21,183,375 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

1

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – BROKER OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 2.5 Cent Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or 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.

5. RESOLUTION 5 – 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 for all other purposes, approval is given for the Company to issue up to 200,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 9 FEBRUARY 2018

By order of the Board Loren King Company Secretary

2

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean 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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6489 1600 .

3

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – VARIATION OF OPTION TERMS

1.1 General

The Company obtained Shareholder approval at its annual general meeting on 21 October 2014 for the issue of a new class of Options on the terms and conditions set out in Schedule 1 ( 2.5 Cent Options ).

The Company has issued the following Options in this class:

Issue Date	Quantity
18 August 2014	39,250,000
21 October 2014	30,000,000
26 June 2015	29,769,734
7 December 2017	60,000,000
Sub-total	159,019,734
Less Options exercised	(55,984,867)
Total	103,034,867

A term of the 2.5 Cent Options is that the Company will not apply for quotation of the Options on ASX.

The Company now wishes to apply for quotation of all the 2.5 Cent Options.

1.2 ASX Listing Rule 6.23.4

ASX Listing Rule 6.23.4 provides that a change to the terms of options that is not prohibited by ASX Listing Rule 6.23.3 can only be made if the holders of ordinary securities approve the change.

Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 6.23.4 for the terms and conditions of the 2.5 Cent Options to be changed, primarily to allow for the Company to apply for quotation of this class of Options on ASX, with other nonmaterial changes to reflect consistency with the current preferred form of Option terms used by the Company.

The proposed new terms and conditions of the 2.5 Cent Options are set out in Schedule 2.

2. RESOLUTIONS 2 AND 3 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

2.1 Background

On 11 December 2017, the Company announced completion of a capital raising resulting in the issue of 100,000,000 Shares at an issue price of $0.014 per Share, together with 1 free attaching Option for every 2 Shares subscribed for and issued (being, 50,000,000 Options), exercisable at $0.025 on or before 31 August 2018, to raise $1,400,000 (before costs) ( Capital Raising ).

4

The Company also issued a further 10,000,000 Options on the same terms to CPS Capital Group Pty Ltd ( CPS Capital ) (ACN 088 055 636) (or its nominee/s) in consideration for services provided to the Company as lead manager of the Capital Raising. These Options are the subject of Resolution 4.

78,816,625 Shares and 50,000,000 Options were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1 and 21,183,375 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A which was approved by Shareholders at the annual general meeting held on 28 November 2017.

Resolutions 2 and 3 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Shares and Options under the Capital Raising ( Ratifications ).

2.2 Resolution 2 – 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 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

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

2.3 Resolution 3 – ASX Listing Rule 7.1A

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity:

(a) will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and

• (b) are counted in variable “E”,

until their issue has been ratified under ASX Listing Rule 7.4 (and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue.

By ratifying the issue the subject of Resolution 3, the base figure (ie variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

5

2.4 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratifications:

• (a) 100,000,000 Shares and 50,000,000 2.5 Cent Options were issued on the following basis:

• (i) 78,816,625 Shares and 50,000,000 Options issued pursuant to ASX Listing Rule 7.1; and

• (ii) 21,183,375 Shares issued pursuant to ASX Listing Rule 7.1A;

• (b) the issue price per Share was $0.014 under both the issue of Shares pursuant to ASX Listing Rule 7.1 and ASX Listing Rule 7.1A and the issue price of the Options was nil as they were issued free attaching with the Shares on a 1:2 basis;

• (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 Options were issued on the terms and conditions set out in Schedule 1;

• (e) the Shares and Options were issued to clients of CPS Capital. None of these subscribers are related parties of the Company; and

• (f) the funds raised from this issue will be used to enable the Company to invest in aggressive brand and customer acquisition strategies for Wangle Family Insites, in preparation for a focus on domestic distribution partnerships and international expiation in 2018.

3. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – BROKER OPTIONS

3.1 General

As set out in Section 2.1, the Company issued 10,000,000 Options to CPS Capital (or its nominee/s) in consideration for services provided to the Company as lead manager of the Capital Raising.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Section 2.2.

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

3.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 3:

• (a) 10,000,000 Options were issued;

• (b) the issue price was $0.00001 per Option;

6

• (c) the Options were issued on the terms and conditions set out in Schedule 1;

• (d) the Options were issued to CPS Capital (or its nominee/s), who are not related parties of the Company; and

• (e) the minimal funds raised from this issue were used for working capital.

4. RESOLUTION 5 – PLACEMENT – SHARES

4.1 General

Resolution 5 seeks Shareholder approval for the issue of up to 200,000,000 ( Placement ).

A summary of ASX Listing Rule 7.1 is set out in Section 2.2.

The effect of Resolution 5 will be to allow the Company to issue the Shares pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Shares to be issued is 200,000,000;

• (b) the Shares will be issued no later than 3 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) and it is intended that issue of the Shares will occur on the same date;

• (c) the issue price per Share will be not less than 80% of the volume weighted average price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made or, if there is a prospectus, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed. Based on an issue price of $0.011 (being 80% of the closing price of shares on 31 January 2018) a maximum of $2,200,000 would be raised if the maximum number of Shares were issued. The amount actually raised may vary and is dependent on the trading price of Shares at the time of the issue or lodgement of a prospectus, the percentage discount for the issue price and the number of Shares issued.;

• (d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company;

• (e) the Shares issued 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; and

• (f) the Company intends to use the funds raised from the Placement to enable the Company to invest in the commercialisation of Wangle Family Insites including aggressive customer acquisition strategies, with a focus on domestic distribution partnerships and international expansion.

7

GLOSSARY

2.5 Cent Option means an Option with the terms and conditions set out in Schedule 1.

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

CPS Capital means CPS Capital Group Pty Ltd (ACN 088 055 636).

Capital Raising has the meaning set out in Section 2.1.

Chair means the chair of the Meeting.

Company means Wangle Technologies Limited (ACN 096 870 978).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

8

SCHEDULE 1 – TERMS AND CONDITIONS OF 2.5 CENT OPTIONS

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) The Options will expire at 5:00pm (WST) on 31 August 2018 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.025 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

9

SCHEDULE 2 – PROPOSED NEW TERMS AND CONDITIONS OF 2.5 CENT OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.025 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 August 2018 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

10

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

11

==> picture [273 x 144] intentionally omitted <==

GM Registration Card

==> picture [152 x 15] intentionally omitted <==

==> picture [125 x 16] intentionally omitted <==

==> picture [46 x 16] intentionally omitted <==

==> picture [17 x 16] intentionally omitted <==

==> picture [71 x 16] intentionally omitted <==

==> picture [59 x 16] intentionally omitted <==

[BARCODE]

Holder Number:

==> picture [62 x 13] intentionally omitted <==

==> picture [13 x 9] intentionally omitted <==

Vote by Proxy: WGL

==> picture [168 x 12] intentionally omitted <==

==> picture [40 x 12] intentionally omitted <==

==> picture [27 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [10 x 12] intentionally omitted <==

==> picture [20 x 12] intentionally omitted <==

==> picture [22 x 12] intentionally omitted <==

==> picture [25 x 12] intentionally omitted <==

==> picture [35 x 12] intentionally omitted <==

==> picture [62 x 12] intentionally omitted <==

==> picture [41 x 12] intentionally omitted <==

==> picture [66 x 12] intentionally omitted <==

==> picture [162 x 12] intentionally omitted <==

==> picture [72 x 12] intentionally omitted <==

==> picture [116 x 12] intentionally omitted <==

==> picture [97 x 16] intentionally omitted <==

==> picture [43 x 16] intentionally omitted <==

==> picture [69 x 23] intentionally omitted <==

==> picture [308 x 23] intentionally omitted <==

✓ ✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

==> picture [543 x 424] intentionally omitted <==

==> picture [160 x 28] intentionally omitted <==

https://automic.com.au/

==> picture [19 x 11] intentionally omitted <==

==> picture [151 x 11] intentionally omitted <==

==> picture [17 x 20] intentionally omitted <==

==> picture [17 x 54] intentionally omitted <==