IODM LIMITED — Proxy Solicitation & Information Statement 2018

Dec 27, 2018

IODM LIMITED ABN 28 102 747 133

NOTICE OF 2019 EXTRAORDINARY GENERAL MEETING

TIME : 10.00am (AEDT)

DATE : 7[th] February, 2019

PLACE : Level 5, 22 Albert Road, South Melbourne, Vic, 3205

This Notice of Extraordinary General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of Extraordinary General Meeting (setting out the proposed resolutions) 4 Explanatory Statement (explaining the proposed resolutions) 5 Glossary 6 Proxy Form 8

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Extraordinary General Meeting of the Shareholders of IODM Limited (‘the Company’), to which this Notice of Extraordinary General Meeting relates, will be held at 10:00 am (AEDT) on Thursday 7th February 2019 at:

IODM Limited

Level 5, 22 Albert Road, South Melbourne, Vic, 3205

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General 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 Extraordinary General Meeting are those who are registered Shareholders at 7:00pm (AEDT) on 5[th] February, 2019.

VOTING IN PERSON

To vote in person, attend the Extraordinary General Meeting on the date and at the 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, members are advised that:

• each member has a right to appoint a proxy;

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

• a member 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.

Further details on these changes is 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

2

• 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 members; and

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

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

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

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

3

NOTICE OF EXTRAORINARY GENERAL MEETING

Notice is given that the Extraordinary General Meeting of Shareholders of IODM Limited will be held at IODM Limited, Level 5, 22 Albert Road, South Melbourne, Vic, 3205 at 10:00 am (AEDT) on Thursday 7[th] February, 2019.

Terms and abbreviations used in this Notice and Explanatory Statement are defined in the Glossary.

AGENDA

To consider, and if thought fit, to pass the following ordinary resolutions

1. RESOLUTION 1 – APPROVAL OF PROPOSED ISSUE OF SHARES TO A RELATED PARTY

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the allotment, issue and placement of 2,266,667 Fully Paid Ordinary Shares at an issue price of $0.015 per share, to be issued to a Director of the Company, Dr Paul Kasian as part of the placement announced by the Company on 21 December 2018.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 1 by on or behalf of:

• (a) Dr Paul Kasian; and

• (b) an associate of Dr Paul Kasian

However, the Company need not disregard any votes on Resolution 1 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (b) 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.

Further information

Further details of Resolution 1 as set out in the Explanatory Notes accompanying this Notice of Extraordinary General Meeting.

2. RESOLUTION 2 – APPROVAL OF PROPOSED ISSUE OF SHARES TO RELATED PARTY

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval be given for the allotments, issue and placement of 1,333,333 Fully Paid Ordinary Shares at an issue price of $0.015 per share, to be issued to a Director of the Company, Mark Reilly as part of the placement announced by the Company on 21 December 2018.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 2 by on or behalf of:

• (a) Mark Reilly; and

• (b) an associate of Mark Reilly

However, the Company need not disregard any votes on Resolution 2 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (b) 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.

Further information

Further details of Resolution 2 as set out in the Explanatory Notes accompanying this Notice of Extraordinary General Meeting

DATED:

BY ORDER OF THE BOARD

28 DECEMBER 2018 MS PETRINA HALSALL COMPANY SECRETARY IODM LIMITED

4

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Extraordinary General Meeting to be held at IODM Limited, Level 5, 22 Albert Road, South Melbourne, Vic, 3205 at 10:00 am (AEDT) on Thursday 7[th] February, 2019.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

RESOLUTION 1 –APPROVAL OF THE PROPOSED ISSUE OF SHARES TO RELATED PARTIES

1.1 General

Resolution 1 proposes that Shareholders approve the allotment and issue of the Shares in the Company to Dr Paul Kasian (or his associates), on the same terms and conditions as the placement of new shares announced on 21 December 2018 on the following terms

• (i) The names of the relevant directors (or nominees), and the maximum amount of shares to be issued to each Relevant Director (or nominees) The Relevant Director is Dr Paul Kasian and the maximum amount of shares to be issued is 2,266,667 Fully Paid Ordinary Shares

• (ii) When the securities will be issued The shares are expected to be issued within 3 business days of approval, and in any event, no longer than one month from the date of this meeting.

• (iii) Price at which the Shares are to be issued The issue price of each Share will be $0.015 per Share

• (iv) Terms of the shares The shares will be issued as fully paid ordinary shares in the capital of the Company and on the same terms as the Company’s existing Shares

• (v) Intended use of the funds raised The allotment and issue of the Shares will raise up to $34,000 which will be used by the Company for: - Fund an expansion of the architecture due to the increased tender book

• • Fund an increase in the Sales Team - Fund an expectant increase in working capital

1.2 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 1.

RESOLUTION 2 -APPROVAL OF THE PROPOSED ISSUE OF SHARES TO RELATED PARTIES

Resolution 2 proposes that Shareholders approve the allotment and issue of the Shares in the Company to Mark Reilly (or his associates), on the same terms and conditions as the placement of new shares announced on 21 December 2018 on the following terms

• (i) The names of the relevant directors (or nominees), and the maximum amount of shares to be issued to each Relevant Director (or nominees) The Relevant Director is Mark Reilly and the maximum amount of shares to be issued is 1,333,333 Fully Paid Ordinary Shares

• (ii) When the securities will be issued The shares are expected to be issued within 3 business days of approval, and in any event, no longer than one month from the date of this meeting

• (iii) Price at which the Shares are to be issued The issue price of each Share will be $0.015 per Share

• (iv) Terms of the shares The shares will be issued as fully paid ordinary shares in the capital of the Company and on the same terms as the Company’s existing Shares

• (v) Intended use of the funds raised The allotment and issue of the Shares will raise up to $20,000 which will be used by the Company for: - Fund an expansion of the architecture due to the increased tender book

• • Fund an increase in the Sales Team - Fund an expectant increase in working capital

2.1. Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 2.

5

ENQUIRIES

Shareholders are required to contact the Company Secretary on +61 3 8396 5893 if they have any queries in respect of the matters set out in these documents.

6

GLOSSARY

$ means Australian dollars.

AEDT means Australian Eastern Daylight Saving Time as observed in Melbourne, Victoria.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the 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.

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 IODM Limited (ABN 28 102 747 133).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

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 to the Notice.

Notice of Meeting or Notice of Extraordinary General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option which entitles the holder to subscribe for one Share.

Proxy Form means the proxy form accompanying the Notice.

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

Share means a share in the Company.

Shareholder means a shareholder in the Company.

7

==> picture [146 x 82] intentionally omitted <==

==> picture [265 x 69] intentionally omitted <==

==> picture [249 x 82] intentionally omitted <==

[HolderNumber]

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

==> picture [562 x 601] intentionally omitted <==

==> picture [525 x 292] intentionally omitted <==

==> picture [35 x 200] intentionally omitted <==

==> picture [525 x 428] intentionally omitted <==

----- Start of picture text -----

For
/ /
----- End of picture text -----