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LINIUS TECHNOLOGIES LIMITED ACN 149 796 332

Notice of 2017 Annual General Meeting and Explanatory Statement

Notice is given that the Annual General Meeting of Linius Technologies Limited ACN 149 796 332 will be held at the offices of Norton Rose Fulbright RACV Tower, Level 15, 485 Bourke Street, Melbourne, Victoria on 28 November 2017 commencing at 3.00pm AEDT

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NOTICE OF 2017 ANNUAL GENERAL MEETING

Notice is given that the 2017 Annual General Meeting of the Shareholders of Linius Technologies Limited ACN 149 796 332 ( Company ) will be held at the offices of Norton Rose Fulbright, RACV Tower, Level 15, 485 Bourke Street, Melbourne, Victoria on 28 November 2017 commencing at 3.00pm AEDT.

AGENDA

The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the various Resolutions to be considered at the Meeting.

Terms and expressions used in this Notice of Meeting have the meaning given to them in the “Definitions” section located at the end of the Explanatory Statement.

ORDINARY BUSINESS

Item 1: Financial Statements

To receive and consider the Annual Financial Report of the Company and its controlled entities, the Directors’ Report and the Independent Auditor’s Report in respect of the financial year ended 30 June 2017.

There is no vote on this item of business.

Item 2: Adoption of the Remuneration Report for the year ended 30 June 2017 (Resolution 1) (Advisory resolution only)

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

“That the Remuneration Report for the year ended 30 June 2017 be adopted.”

This resolution is advisory only and does not bind the Company or the Directors. The Directors will consider the outcome of the vote and any comments made by Shareholders at the meeting when considering the Company’s future remuneration policies.

Voting Prohibition:

A vote on this resolution must not be cast by or on behalf of a member of the key management personnel ( KMP ), details of whose remuneration are included in the Remuneration Report, or by any of their closely related parties.

However, this does not prevent those KMP or any of their closely related parties from voting as a proxy for a person who is not a member of the KMP or a closely related party if:

the person specifies the way the proxy is to vote on this resolution in the proxy form; or
the person voting as a proxy is the Chairman and the proxy form expressly authorises the Chairman to exercise the proxy even if the resolution is directly or indirectly connected with the remuneration of a member of the KMP.

Item 3: Re-election of Director – Stephen McGovern (Resolution 2)

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

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Stephen McGovern, a Director retiring on rotation and being eligible for re-election, is re-elected as a Director.”

Item 4: Election of Director – Gerard Bongiorno (Resolution 3)

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Gerard Bongiorno, a Director appointed by the Directors during the period following the last general meeting of shareholders, retires and being eligible for re-election, is re-elected as a Director.”

Item 5: Ratification of prior issue of Shares – July 2017 placement (LR 7.1 issue) (Resolution 4)

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

“That, for the purposes of Listing Rule 7.4 and all other purposes, Shareholders approve the prior issue of 30,000,000 Shares on the terms and conditions and in the manner detailed in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any of that person’s associates.

However, under the Listing Rules, the Company need not disregard a vote on Resolution 4 if:

it is cast by a person as 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.

Item 6: Ratification of prior issue of Securities – October 2017 placement (LR 7.1 issue) (Resolution 5)

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

“That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify and approve the issue under Listing Rule 7.1 of 28,885,519Shares and 42,500,000 Options on the terms and conditions and in the manner detailed in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 5 by any person who participated in the issue and any of that person’s associates.

However, under the Listing Rules, the Company need not disregard a vote on Resolution 5 if:

it is cast by a person as 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.

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Item 7: Ratification of prior issue of Securities – Oct 2017 placement (LR 7.1A issue) (Resolution 6)

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

“That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify and approve the issue under Listing Rule 7.1A of 56,114,481 Shares on the terms and conditions and in the manner detailed in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on Resolution 6 by any person who participated in the issue and any of that person’s associates.

However, under the Listing Rules, the Company need not disregard a vote on Resolution 6 if:

it is cast by a person as 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.

Item 8: Approval for the issue of Options to CPS Capital Group – Oct 2017 placement (Resolution 7)

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

“That, for the purpose of Listing Rule 7.1 and all other purposes, Shareholders approve the issue of 10,000,000 Options, and any and all Shares issued on exercise of those Options, to the parties, on the terms and conditions and in the manner detailed in the Explanatory Statement.

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on the Resolution 7 by CPS Capital Group Pty Ltd and any of their nominees and associates .

However, under the Listing Rules, the Company need not disregard a vote on Resolution 7 if:

it is cast by a person as 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.

Item 9: Approval for the issue of Securities to Gerard Bongiorno – Oct 2017 placement (Resolution 8)

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,000,000 Shares and 2,500,000 Options to Gerard Bongiorno (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on the Resolution 8 by Gerard Bongiorno and any of his nominees and associates.

However, under the Listing Rules, the Company need not disregard a vote on Resolution 8 if:

it is cast by a person as 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.

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Item 10: Approval for additional 10% placement capacity (Resolution 9)

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities, in number, equal to up to 10% of the number of Shares on issue in the Company (at the time of the issue) calculated in accordance with the formula in Listing Rule 7.1A.2 and otherwise on the terms and conditions and in the manner detailed in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on the Resolution 9 by a person who may participate in the proposed issue of Equity Securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if the resolution is passed and any associates of those persons.

However, under the Listing Rules, the Company need not disregard a vote on Resolution 9 if:

it is cast by a person as 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.

Item 11: Approval for Loan Funded Share Plan (Resolution 10)

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

“That:

(a) for the purposes of sections 257B, 259B and 260C of the Corporations Act 2001 (Cth) and for all other purposes, the terms of the Linius Technologies Limited Loan Funded Share Plan be approved; and
(b) for the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, approval be given for the issue of securities under the Linius Technologies Limited Loan Funded Share Plan,”

in each case as described in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on the Resolution 10 by a director of the Company (and any associates of such a person).

However, under the Listing Rules, the Company need not disregard a vote on Resolution 10 if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Prohibition:

However, this does not prevent those KMP or any of their closely related parties from voting as a proxy for a person who is not a member of the KMP or a closely related party if:

the person specifies the way the proxy is to vote on this resolution in the proxy form; or
the person voting as a proxy is the Chairman and the proxy form expressly authorises the Chairman to exercise the proxy even if the resolution is directly or indirectly connected with the remuneration of a member of the KMP.

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Item 12: Approval for the issue of Loan Funded Shares to Gerard Bongiorno (Resolution 11)

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 20,000,000 Loan Funded Shares to Gerard Bongiorno (or his nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

In accordance with the Listing Rules, the Company will disregard any votes cast on the Resolution 11 by Gerard Bongiorno and any of his nominees and associates.

However, under the Listing Rules, the Company need not disregard a vote on Resolution 11 if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Prohibition:

However, this does not prevent those KMP or any of their closely related parties from voting as a proxy for a person who is not a member of the KMP or a closely related party if:

the person specifies the way the proxy is to vote on this resolution in the proxy form; or
the person voting as a proxy is the Chairman and the proxy form expressly authorises the Chairman to exercise the proxy even if the resolution is directly or indirectly connected with the remuneration of a member of the KMP.

OTHER BUSINESS

To consider any other business that may be lawfully brought forward.

BY ORDER OF THE BOARD

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Stephen Kerr Company Secretary 30 October 2017

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Information regarding voting and proxies

Snapshot Date – Eligibility to Vote

For the purposes of voting at the Meeting, the Directors have determined that the shareholding of each Shareholder will be as it appears in the share register at 7.00 pm AEDT on 26 November 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlement to vote at the Meeting.

Important voting information

The Company encourages all Shareholders who submit proxies to direct their proxy how to vote on the Resolutions.

The Chair of the Meeting intends to vote all undirected proxies in favour of each Resolution.

Shareholders’ Questions and Comments

The Chair of the Meeting will give Shareholders a reasonable opportunity to ask questions about or make comments on the Company’s 2017 Annual Report and the management or performance of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or their representative (who will be present at the Meeting) questions relevant to:

the conduct of the audit;
the preparation and content of the Auditor’s Report;
the accounting policies adopted by the Company in relation to the preparation of its financial statements; and
the independence of the Auditor in relation to the conduct of the audit.

The 2 ways to ask the Company or the Auditor questions are detailed below. Questions submitted in writing to the Company must relate to matters which are relevant to the Annual General Meeting including matters arising from the Company’s 2017 Annual Report or the management or performance of the Company. Written questions to the Auditor must relate to the content of the Auditor’s Report or the conduct of the audit.

Post or email your question direct to the Company as follows:

Company Secretary Linius Technologies Limited Level 18, 101 Collins Street Melbourne, Victoria, 3000 Telephone: +61 3 8680 2317 Email: [email protected]

Attend the Annual General Meeting.

Please note that written questions must be received no later than 5 business days before the Meeting i.e. 21 November 2017.

The Company is required by law to forward all questions to the Auditor from which the Auditor is required to prepare a list of those questions that are considered to be relevant to the conduct of the audit or the content of the Auditor’s Report. The Auditor may omit questions that are the same in substance to other questions. The list of questions prepared by the Auditor will be available at the Meeting.

The Chair of the Meeting will answer as many of the frequently asked questions submitted to the Company as possible at the Annual General Meeting. Individual replies will not be sent. The Auditor will also be given a reasonable opportunity at the Annual General Meeting to answer written questions submitted to the Auditor.

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Proxies

A Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy. The proxy may be an individual or a body corporate. A proxy need not be a Shareholder.

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 a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions).

Proxy forms must be signed by the Shareholder or the Shareholder’s attorney or, if the Shareholder is a company, must be signed by 2 directors or by a director and a secretary or, if it is a proprietary company that has a sole director who is also the sole secretary (or has no secretary), by that director, or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of the shares (e.g. an attorney), then the relevant authority (e.g. in the case of proxy forms signed by the attorney, the power of attorney or a certified copy of the power of attorney) must either have been exhibited previously to the Company or be enclosed with the proxy form.

For an appointment of a proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at the following addresses or by fax at least 48 hours prior to the Annual General Meeting at which the proxy intends to vote:

a) Hand Delivery – Linius Technologies Limited, Level 18, 101 Collins Street, Melbourne VIC 3000;
b) Post - Linius Technologies Limited, Level 18, 101 Collins Street, Melbourne VIC 3000; or
c) Email – [email protected]
d) Facsimile – +61 3 8680 2380

A proxy form accompanies this Notice of Annual General Meeting. Additional proxy forms are available on request from the registered office of the Company or its share registry. The proxy form contains important information and other instructions which Shareholders should carefully read.

Corporate Representatives

A Shareholder which is a body corporate and which is entitled to attend and vote at a meeting of Shareholders may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of Shareholders or in the capacity of a Shareholder’s proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on the body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution. The representative must present satisfactory evidence that they are authorised to act as the company’s representative prior to admission to the Meeting.

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EXPLANATORY STATEMENT

PURPOSE OF INFORMATION

The purpose of this Explanatory Statement (which accompanies, and forms part of, the Notice of Meeting) is to provide Shareholders with an explanation of the business to be considered and Resolutions to be proposed at the 2017 Annual General Meeting of Linius Technologies Limited ACN 149 796 332 to be held at 3.00pm AEDT on 28 November 2017 and to allow Shareholders to determine how they wish to vote on those Resolutions.

Terms and expressions used in this Explanatory Statement have the meaning given to them in the “Definitions” section located at the end of this Explanatory Statement.

Shareholders are encouraged to carefully read this Explanatory Statement and the Notice of Meeting in their entirety before deciding how to vote on each resolution. Shareholders should consult their financial or other adviser if they are undecided about what to do.

SUMMARY OF BUSINESS OF THE MEETING

Item 1: Consideration of the 2017 Annual Report of the Company.
Item 2: Adoption of the Remuneration report for the year ended 30 June 2017 (Resolution 1).
Item 3: To re-elect Stephen McGovern as a Director (Resolution 2).
Item 4: To re-elect Gerard Bongiorno as a Director (Resolution 3).
Item 5: Ratification of prior issue of Shares (July 2017 placement – LR 7.1 issue) (Resolution 4).
Item 6: Ratification of prior issue of Securities (October 2017 placement – LR 7.1 issue) (Resolution 5).
Item 7: Ratification of prior issue of Securities (October 2017 placement – LR 7.1A issue) (Resolution 6).
Item 8: Approval for issue of Options to CPS Capital Group (Resolution 7)
Item 9: Approval for the Placement Securities to Gerard Bongiorno (Resolution 8).
Item 10: Approval for additional 10% placement capacity (Resolution 9)
Item 11: Approval for Loan Funded Share Plan (Resolution 10).
Item 12: Approval for the issue of Loan Funded Shares to Gerard Bongiorno (Resolution 11).

ORDINARY BUSINESS

Item 1: Consideration of Financial Statements and Reports

The Corporations Act requires the Directors to lay before the Annual General Meeting the Annual Financial Report of the Company (which includes the Financial Statements and Directors’ Declaration), Directors’ Report and Independent Auditor’s Report in respect of the financial year ended on 30 June 2017, as a listed public company.

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on these reports.

There is no requirement in either the Corporations Act or the Company’s constitution for Shareholders to vote on or approve the Annual Financial Report, Directors’ Report or Independent Auditor’s Report.

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Item 2: Adoption of the Remuneration Report for the year ended 30 June 2017 (Resolution 1)

1. Background

The Remuneration Report is contained in the Directors’ Report in the 2017 Annual Report. Shareholders can access a copy of the report at the Company’s website, www.linius.com.

The Remuneration Report provides information about the remuneration arrangements for KMP, which includes non -executive Directors and the most senior executives, for the year to 30 June 2017.

The Remuneration Report covers the following matters:

details of Key Management Personnel ( KMP );
principles used to determine the nature and amount of remuneration;
description and details of non-executive director remuneration;
description and details of executive remuneration;
executive equity ownership;
key terms of executive service agreements; and
related party information.

Shareholders will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. Shareholders will be asked to vote on the Remuneration Report. The resolution is advisory only and does not bind the Company or its Directors. The Board will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.

Under the Corporations Act, if at least 25% of the votes cast on the resolution are against the adoption of the relevant Remuneration Report at two consecutive Annual General Meetings (each an “AGM”, and any such potential 25% or more vote ‘against’ commonly referred to as a “first strike” or “second strike”), Shareholders will be required to vote at the second of those AGMs on a resolution that another general meeting be held within 90 days, at which all of the Directors in office at the time of the Directors’ resolution to make the Directors’ Report containing that second Remuneration Report (other than the Managing Director) must stand for re-election.

2. Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

3. Voting exclusions

A vote on Resolution 1 must not be cast by or on behalf of a member of the KMP or by any of their closely related parties (such as certain of their family members, dependants and companies they control).

However, this does not prevent a member of the KMP, details of whose remuneration are included in the Remuneration Report, or any of their closely related parties from voting as a proxy for a person who is not a member of those KMP or any of their closely related parties if:

the person specifies the way the proxy is to vote on Resolution 1 in the proxy form; or
the person voting as a proxy is the Chairman and the proxy form expressly authorises the Chairman to exercise the proxy even if the resolution is directly or indirectly connected with the remuneration of a member of the KMP for the Company. If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 by marking any one of “For”, “Against” or “Abstain” on the proxy form for that item of business. As set out in the section on appointing a proxy, if you have appointed the Chairman of the meeting as your proxy and you do not mark any of “For”, “Against” or “Abstain” on the proxy form, you will be authorising the Chairman to vote any proxies held by him in favour of Resolution 1, even if that item is connected directly or indirectly with the remuneration of a member of the KMP for the Company. The Chairman of the meeting intends to vote any undirected proxies held by him in favour of Resolution 1.

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Item 3: Re-election of Director – Stephen McGovern (Resolution 2)

1. Background

Pursuant to the Constitution, one third of the directors are required to retire on rotation each year at annual general meeting of the Company and each of those directors is eligible for re-election at that meeting.

Stephen McGovern retires on rotation in accordance with the Constitution and, being eligible and having signified his candidature for the office, offers himself for re-election as a Director.

Details of Mr McGovern’s experience and expertise are contained in the Company’s 2017 Annual Report.

2. Recommendation

All Directors (with the exception of Mr McGovern as an abstention) recommend that Shareholders vote in favour of Resolution 2.

Item 4: Election of Director – Gerard Bongiorno (Resolution 3)

1. Background

Pursuant to the Constitution, the Directors may at any time appoint a person to be a Director. Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election at that meeting.

Gerard Bongiorno, having been appointed by the Directors, retires in accordance with the Constitution and, being eligible and having signified his candidature for the office, offers himself for re-election as a Director.

Details of Mr Bongiorno’s experience and expertise are contained in the Company’s 2017 Annual Report.

2. Recommendation

All Directors (with the exception of Mr Bongiorno as an abstention) recommend that Shareholders vote in favour of Resolution 3.

Item 5: Ratification of prior issue of Shares – July 2017 placement (LR 7.1 issue) (Resolution 4)

1. Background

On 18 July 2017, the Company issued, without the approval of Shareholders pursuant to Listing Rule 7.1 (described below), 30,000,000 Shares in a private placement to Village Roadshow and Kirby family interests, all of whom are either sophisticated or professional investors.

The above Shares were issued within the 15% annual limit set out in Listing Rule 7.1 (described below).

By issuing those Shares to the placees, the Company’s capacity to issue further Equity Securities without Shareholder approval within the 15% annual limit set out in Listing Rule 7.1 (described below) was accordingly reduced.

Resolution 4 seeks Shareholder approval for the prior issue of 30,000,000 Shares to the placees noted above.

Resolution 4 is proposed as an ordinary resolution and will be passed if more than 50% of the votes cast by Shareholders entitled to vote are in favour of that Resolution.

Shareholders’ attention is drawn to the voting exclusion statement in relation to Resolution 3 in the Notice of Meeting.

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2. Listing Rules 7.1 and 7.4

Subject to a number of exceptions, in general terms, Listing Rule 7.1 limits the number of Equity Securities (for example, shares, options and convertible notes) that a listed company may issue or agree to issue without shareholder approval in any 12 month period to 15% of its issued ordinary shares.

Under the Listing Rules, securities issued with shareholder approval do not form part of the 15% annual limit set out in Listing Rule 7.1.

Listing Rule 7.4 provides that where a listed company in general meeting subsequently approves a prior issue of securities and that prior issue did not breach Listing Rule 7.1, those securities will be treated as having been made with shareholder approval for the purpose of Listing Rule 7.1.

This means, by treating the 30,000,000 Shares Issued within the 15% annual limit set out in Listing Rule 7.1 as having been made with shareholder approval under Listing Rule 7.4, those Shares will not be deducted in calculating the 15% annual limit under Listing Rule 7.1.

In other words, by Shareholders subsequently approving that prior issue of Shares to the placees mentioned above, the Company will retain the flexibility to issue new Shares and other securities in the future up to the 15% annual limit set out in Listing Rule 7.1 (without the need to obtain prior Shareholder approval) and to issue new Shares up to the 10% annual limit set out in Listing Rule 7.1A (without the need to obtain any further Shareholder approval, assuming Shareholders approve Resolution 9 below).

3. Information required for Shareholder approval under Listing Rules

In accordance with Listing Rule 7.5, the following information is provided for Shareholders:

(1) the issue of the 30,000,000 Shares to the placees mentioned above did not breach Listing Rule 7.1 (or Listing Rule 7.1A);
(2) the 30,000,000 Shares issued to the placees mentioned were issued at an issue price of $0.05 per Share and rank equally with all other Shares on issue in the Company; and
(3) the funds raised from the issue of the 30,000,000 Shares (being $1,500,000) have been and will be used for ongoing product development and commercialisation of the Linius technology and general working capital.

4. Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

Items 6 and 7: Ratification of prior issue of Securities – October 2017 placement (LR 7.1 and 7.1A issues) (Resolutions 5 and 6)

1. Background

On 19 October 2017, the Company announced to ASX that it had completed a placement to raise $4.500,000 by the issue of 90,000,000 Shares and 45,000,000 free-attaching Options issued to sophisticated and professional investors, some being clients of CPS Capital Group Pty Ltd AFSL 294 848 and none of whom are related parties of the Company (with the exception of Gerard Bongiorno, a Director, approval for the issue of securities to whom is sought under Resolution 8) ( Placement ).

The Company issued the Shares within the 15% annual limit set out in Listing Rule 7.1 and the Options within 10% annual limit set out in Listing Rule 7.1A (described below). By issuing those Shares under the Placement, the Company’s capacity to issue further Equity Securities without Shareholder approval within those limits was accordingly reduced.

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Resolutions 5 and 6 seek Shareholder approval for the prior issue of the Shares to the placees noted above. They are proposed as ordinary resolutions and will be passed if more than 50% of the votes cast by Shareholders entitled to vote are in favour of the Resolutions. Shareholders’ attention is drawn to the voting exclusion statement in relation to Resolutions 5 and 6 in the Notice.

2. Listing Rules 7.1, 7.1A and 7.4

Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its annual general meeting ( AGM ) to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM ( 10% share issue capacity ). The Company is an eligible company and sought and received shareholder approval to the 10% share issue capacity at its AGM on 30 November 2016. The shareholder approval is valid until the earlier of 12 months from the date of the AGM (that is, until 28 November 2017) or, if the Company undertakes a significant transaction requiring shareholder approval under Listing Rile 11.1.2 or 11.2, the date the shareholders approve that transaction.

Without Shareholder approval pursuant to Listing Rule 7.4, the issues will be counted towards the Company's 15% share issue capacity and 10% share issue capacity respectively and will therefore reduce the Company's capacity to issue securities in the future without obtaining Shareholder approval.

Accordingly, these resolutions seek shareholder approval to allow the Company to substantially refresh its 15% share issue capacity (Resolution 5) and 10% share issue capacity (Resolution 6).

3. Information required for Shareholder approval under Listing Rules

In accordance with Listing Rule 7.5, the following information is provided for Shareholders:

(1) 28,885,519 Shares and 42,500,000 Options were issued under the Company’s Listing Rule 7.1 (15%) capacity on 30 October 2017;
(2) 56,114,481 Shares were issued under the Company’s Listing Rule 7.1A (10%) capacity on 30 October 2017;
(3) The Shares were issued at $0.05 per Share and the Options were issued as free-attaching to the Shares on the basis of one Option for every two Shares issued.
(4) The Shares rank equally with all other Shares on issue in the Company, and each Option was issued with an exercise price of $0.075 and an expiry date 30 May 2019, and otherwise on the terms and conditions set out in Schedule 1. The Options will not be quoted on ASX.
(5) The funds were raised for ongoing commercialisation of the Company’s four target divisions (with a focus on the USA), scaling the utilisation of virtual video, ongoing product development and general working capital purposes.

4. Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 5 and 6.

Item 8: Approval for the issue of Options to CPS Capital Group – October 2017 placement (Resolution 7)

1. Background

Resolution 7 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 10,000,000 Options to the Company’s mandated licensed broker, CPS Capital Group Pty Ltd AFSL 294 848, in consideration for its services in

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managing and assisting with the Placement, in addition to a 2% management fee and 4% placing fee (on funds raised from investors introduced by the broker).

A summary of Listing Rule 7.1 is set out in Item 5 above.

The effect of this Resolution will be to allow the Company to issue the Options during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% share issue capacity.

2. Information required for Shareholder approval under Listing Rules

In accordance with Listing Rule 7.3, the following information is provided for Shareholders:

(1) The maximum number of securities proposed for issue is 10,000,000 Options
(2) The Options will be issued no later than three months after Shareholder approval.
(3) The Options are issued for free.
(4) The allottees will be CPS Capital Group Pty Ltd AFSL 294 848 and/or nominees, none of whom are related parties of the Company.
(5) The Options will have an exercise price of $0.075 and an expiry date 30 May 2019, and otherwise be on the terms and conditions set out in Schedule 1. The Options will not be quoted on ASX.
(6) No funds will be raised by the issue of the Options.
(7) The Options will be issued on one date no later than three months after Shareholder approval.

The Directors unanimously recommend that the Shareholders vote in favour of this Resolution.

Item 9: Approval for issue of Securities to Gerard Bongiorno – October 2017 placement (Resolution 8)

1. Background

As announced to ASX on 19 October 2017, Mr Gerard Bongiorno, a Director, agreed to subscribe for 5,000,000 Shares and 2,500,000 Options under the Placement, subject to the Company obtaining Shareholder approval for the issue of those Shares. Further details of the Placement are set out in Items 6 and 7 above.

Accordingly the Company seeks Shareholder approval for the subscription of those Securities ( Director Capital Raising Shares ).

Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders.

Resolution 8 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Director Capital Raising Shares to Mr Bongiorno (and/or his nominee). If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1.

Furthermore, Shareholder approval of the issue of the Director Capital Raising Shares means that these issues will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 8 is an ordinary resolution.

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2. Information required for Shareholder approval under Listing Rules

In accordance with Listing Rule 10.13, the following information is provided for Shareholders:

(1) Mr Bongiorno is a related party of the Company by virtue of his being a Director.
(2) The maximum number of Securities to be issued to Mr Bongiorno (and/or his nominee) is 5,000,000 Shares and 2,500,000 Options.
(3) The issue of the Director Capital Raising Shares will occur no later than one month after the date of the Meeting. (4) The Director Capital Raising Shares will be issued at an issue price of $0.05 per Share, being the issue price under the Placement, and the Options are issued free in line with the Placement. The Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company. The Options will have an exercise price of $0.075 and an expiry date 30 May 2019, and otherwise be on the terms and conditions set out in Schedule 1. The Options will not be quoted on ASX.
(5) A voting exclusion statement is included in the Notice.
(6) The funds raised from the issue of the Director Capital Raising Shares, being $250,000, will be aggregated with and used for the same purpose as the funds raised from the Placement. See Items 6 and 7 above for further details.

Item 10: Approval for additional 10% placement capacity (Resolution 9)

1. Background

Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval at its annual general meeting to allow it to issue, or agree to issue, Equity Securities up to 10% of its issued capital during the 12 month period after the entity’s annual general meeting at which the approval is obtained ( Additional 10% Placement Capacity ).

The Company is seeking Shareholder approval under Resolution 9 to have the ability to issue Equity Securities under the Additional 10% Placement Capacity.

If Shareholders approve Resolution 9, the number of Equity Securities the Company may issue under the Additional 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (described below). The Equity Securities must be in the same class as an existing class of quoted Equity Securities of the Company. The Company currently has only one class of quoted Equity Securities on issue, being Shares.

Resolution 9 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and entitled to vote at the Meeting must be in favour of Resolution 9 for it to be passed. Shareholders’ attention is drawn to the voting exclusion statement in relation to Resolution 9 in the Notice of Meeting.

2. Listing Rule 7.1A – Eligibility criteria

The Company will be an Eligible Entity for the purposes of Listing Rule 7.1A provided it has a market capitalisation no greater than $300 million (excluding restricted securities) (being, as at the date of the Notice of Meeting, approximately $21.9 million based on the number of unrestricted securities on issue and the closing price of Shares on ASX on 13 October 2017) and is not included in the S&P/ASX 300 Index as at the date of the relevant special resolution under Listing Rule 7.1A. The Company is not included in that index. Accordingly, the Directors believe that the Company will be an Eligible Entity at the date of the Meeting.

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If Shareholders approve Resolution 9, the maximum number of Equity Securities that the Company may issue under the Additional 10% Placement Capacity will be calculated according to the following formula (set out in Listing Rule 7.1A.2) ( Listing Rule 7.1A.2 Formula ):

(A x D) - E

Where :

A = The number of fully paid ordinary shares on issue 12 months before the issue date or date of agreement to issue:
plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid ordinary shares that became fully paid in the 12 months;
plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rule 7.1 or Listing Rule 7.4; and
less the number of fully paid ordinary shares cancelled in the 12 months.

Note that “ A ” has the same meaning in Listing Rule 7.1 (described above) when calculating the Company’s usual annual 15% placement capacity under that Listing Rule.

D = 10%

E = The number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the issue date or date of agreement to issue that are not issued with the approval of holders of ordinary securities under Listing Rule 7.1 or Listing Rule 7.4.

If the Company obtains the approval of its Shareholders to the Additional 10% Placement Capacity:

(1) any Shares issued under that Additional 10% Placement Capacity will not be counted in variable “A” above until their issue has been ratified under Listing Rule 7.4 (described above) or 12 months has passed since their issue; and
(2) any Shares issued under that Additional 10% Placement Capacity are counted in variable “E” above until their issue has been ratified under Listing Rule 7.4 (described above) or 12 months has passed since their issue.

3. Placement capacity under Listing Rules 7.1 and 7.1A

The Additional 10% Placement Capacity is in addition to the Company’s usual annual 15% placement capacity under Listing Rule 7.1 (described above).

As at the date of the Notice of Meeting, the Company has 794,190,880 Shares on issue and, therefore, in addition to any other Shares which it can issue under the permitted exceptions to Listing Rules 7.1 and 7.1A, it will have capacity to issue:

(1) subject to the Shareholders approving Resolution 9, 119,878,632 Shares under Listing Rule 7.1; and
(2) subject to Shareholders approving Resolution 9, 79,919,088 Shares under Listing Rule 7.1A.

The actual number of Shares that the Company will have capacity to issue or agree to issue under Listing Rule 7.1A will be calculated at the relevant date in accordance with the Listing Rule 7.1A.2 Formula.

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4. Period of Approval

Shareholder approval of the Additional 10% Placement Capacity is valid from, and therefore Equity Securities may be issued under the Additional 10% Placement Capacity from, the date of the Meeting until the first to occur of the following:

(1) the date that is 12 months after the date of the Meeting; and

(2) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (Proposed change to nature or scale of activities) or Listing Rule 11.2 (Change involving main undertaking),

(the Period of Approval ).

Upon the expiry of the Period of Approval, unless the Company has before the end of the Period of Approval obtained a further approval under Listing Rule 7.1A.1, its placement capacity will be governed by Listing Rule 7.1 (and Listing Rule 10.11, in the case of placements to related parties).

An approval under Resolution 9 will cease to be valid if Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2 referred to above.

5. Minimum Issue Price

Under Listing Rule 7.1A.3, the minimum price at which each Equity Security may be issued under the Additional 10% Placement Capacity is 75% of the VWAP for securities in that class calculated over the 15 trading days on which trades were recorded immediately before:

(1) the date on which the price at which the securities are to be issued is agreed; or
(2) if the securities are not issued within 5 trading days of that date, the date on which the securities are issued.

6. Purpose and allocation

As at the date of the Notice of Meeting, the Company does not have any specific intention to use the Additional 10% Placement Capacity.

The Company is seeking approval to take advantage of the ASX’s recognition that flexibility is sometimes required if action needs to be taken swiftly. The Additional 10% Placement Capacity may be used to raise funds to support the Company’s ongoing business, continued product development for the Linius technology, sales and marketing, commercialization of the technology and general working capital purposes or for the acquisition of business opportunities which may arise.

Ultimately, if Resolution 9 is approved, the Company’s allocation policy for issues of Equity Securities under the Additional 10% Placement Capacity will be dependent on various considerations including (but not limited to) the purpose of the proposed issue, the alternative methods for raising funds that are available to the Company at the time, the effect of the proposed issue on the control of the Company, the circumstances of the Company and the prevailing market conditions at the time of the proposed issue. The identity of the placees will be determined on a case-by-case basis at or around the time of issue. However, the placees of any Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. It is unlikely that such a placee will be a person to whom the Company is required to issue a prospectus or other disclosure document under the Corporations Act.

The Company may issue Equity Securities under the Additional 10% Placement Capacity for cash consideration or as non-cash consideration. Where the Company issues any Equity Securities under the Additional 10% Placement Capacity for non-cash consideration (for example, where the Company acquires assets from a vendor), the Company will provide to ASX for release to the market a valuation of the non-cash consideration that demonstrates that the issue price of the securities complies with the minimum issue price under Listing Rule 7.1A.3 (outlined above).

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7. Risk of Economic and Voting Dilution

Any issue of Equity Securities under the Additional 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.

If Resolution 9 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity, the economic and voting dilution of existing Shareholders through the Company using the Additional 10% Placement Capacity is as shown in the table below. The table has been prepared based on the number of quoted Shares on issue and the closing price of those quoted Shares as at close of trade on ASX on 13 October 2017.

Number of Shares on Issue (variable “A” in Listing Rule 7.1A.2)*			Dilution
	Dilution based on number of Shares issued (being 10% of the number of Shares at the time of issue)	Funds raised based on an issue price of $0.0265 (50% decrease in current issue price)	Funds raised based on an issue price of $0.053 (Current issue price)	Funds raised based on an issue price of $0.0795 (50% increase in current issue price)
794,190,880 (Current)	79,419,088	$2,104,606	$4,209,212	$6,313,817
1,191,286,320 (50% increase)	119,128,632	$3,156,909	$6,313,817	$9,470,726
1,588,381,760 (100% increase)	158,838,176	$4,209,212	$8,418,423	$12,627,635

*The number of Shares on issue could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or securities issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1 or 7.4.

The table above uses the following assumptions:

The current Shares on issue are the Shares on issue as at the date of the Notice of Meeting.
The current issue price set out above is the closing price of the Shares on ASX on 13 October 2017.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting other than issues under an exception in Listing Rule 7.2 or with Shareholder approval under Listing Rule 7.1 or 7.4.
The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own Shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to issues under Listing Rule 7.1.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares.

Shareholders should note that there is a risk that:

(1) the market price for the Company’s Equity Securities may be significantly lower on the issue date than on the date of the Meeting; and
(2) the Company’s Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

8. Prior Issues of Equity Securities over last 12 months

The Company previously obtained approval under Listing Rule 7.1A at its annual general meeting held on 30 November 2016.

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Listing Rule 7.3A.6 requires the Notice of Meeting (or this Explanatory Statement) to include details of the total number of Equity Securities issued by the Company in the 12 months preceding the date of the Meeting and the percentage they represent of the total number of Equity Securities on issue at the commencement of that 12 month period.

During that 12 month period a total of 221,523,506 Equity Securities comprising 176,523,506 Shares and 45,000,000 Options were issued by the Company representing approximately 23.2% of the total number of Equity Securities (Shares, Performance Shares and Options) on issue in the Company on 30 November 2016.

Details of the issues of Equity Securities in the preceding 12 month period are set out in Annexure A.

9. Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 9.

Item 11: Approval of Loan Funded Share Plan (Resolution 10)

1. Background

Subject to the approval of Shareholders, the Company will adopt an employee incentive scheme known as the Linius Technologies Limited Loan Funded Share Plan, pursuant to which fully paid ordinary shares in the Company may be acquired by certain key personnel and Directors using financial assistance given by the Company.

The Plan constitutes an ‘employee share scheme’ for the purposes of the Corporations Act as it provides for the acquisition (subject to vesting conditions) of shares in the Company. If an employee share scheme has been approved by Shareholders then any financial assistance that the Company might give to acquire its own shares (eg providing an interest-free loan) is exempted from the prohibition in section 260A of the Corporations Act. Section 260A requires financial assistance that might be considered to materially prejudice the interests of the Company or its Shareholders or the Company’s ability to pay its creditors to be approved by Shareholders under section 260B and advance notice to be provided to ASIC. The provision of an interest-free loan to Participants may be considered financial assistance for the purposes of the Corporations Act. Accordingly, the Board considers it desirable and appropriate to seek Shareholder approval for the Plan for the purposes of section 260C(4).

Section 257B(1) of the Corporations Act sets out the procedure for various forms of share buy-back, including an “employee share scheme buy-back”. In order for the Company to undertake a buy-back of Shares under the Plan (in circumstances where Shares are forfeited by Participants in accordance with their terms of issue) using the employee share scheme buy-back procedure under the Corporations Act, the Plan must be approved by shareholders. Accordingly, shareholders are asked to approve the Plan in order for the Company to undertake a buy-back of Shares under the Plan using the employee share scheme buy-back procedure.

Approval of the Plan for the purposes of section 259B(2) of the Corporations Act will allow the Company to take security over its own shares under the Plan. The rules of the Plan provide the option for the Company to obtain security over its own shares and it is envisaged that vested Plan shares may be subject to restrictions on disposal. Approval of the Plan for the purposes of s259B(2) of the Corporations Act removes any doubt about the efficacy of such restrictions on the basis they may constitute a ‘security’ over the shares.

Under Listing Rule 7.1, a listed company must not issue or agree to issue equity securities exceeding 15% of its ordinary securities on issue in the previous 12 months unless it obtains the approval of its shareholders. An exception to Listing Rule 7.1 is that any issue under an employee incentive scheme within three years of the scheme being approved by members will not be counted when determining whether the 15% limit has been exceeded (Exception 9 in Listing Rule 7.2). In addition, to the extent that shares are issued under the Plan as an approved employee incentive scheme, those shares are added to the denominator on which the 15% placement limit prescribed by Listing Rule 7.1 is calculated. No shares have yet been issued under the Plan.

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Accordingly, Resolution 10 seeks the approval of Shareholders for:

the establishment of the Plan for the purposes of sections 257B, 259B(2) and 260C(4) of the Corporations Act and for all other purposes; and
the issue of shares under the Plan for the purposes of Exception 9 of ASX Listing Rule 7.2 and for all other purposes.

Shareholders should note that any proposal to issue shares under this Plan to Directors or other related parties will be conditional upon the approval of Shareholders in general meeting.

The Plan is designed to support the achievement of the Company’s business strategy by linking key personnel rewards to improvements in the financial performance of the Company and aligning the interests of those individuals with those of Shareholders. Participants benefit only to the extent that the share price of the Company (plus any dividends which may be paid to Shareholders) exceeds the market value at which the Loan Funded Shares were acquired.

A summary of the Plan is set out below.

2. Summary of Plan Terms and Conditions

Key personnel and Directors selected by the Board at its discretion will be offered the opportunity to participate in the Plan. Loan Funded Shares offered under the Plan may be issued to the Participant or purchased on-market, at the discretion of the Board. It is the Board’s present intention that Loan Funded Shares will be issued to Participants.

A summary of the Plan is set out in Schedule 2.

Item 12: Approval for issue of Loan Funded Shares to Gerard Bongiorno (Resolution 11)

1. Background

The Company is proposing to issue Shares to Mr Gerard Bongiorno in accordance with approval sought under Resolution 11.

Mr Bongiorno was appointed to the Board on 22 February 2017 and to the role of Non-Executive Chairman on 1 May 2017, subsequently transitioning to the position of Executive Chairman of the Linius Group.

Mr Bongiorno has played a pivotal role in the Company’s efforts to commercialise the Linius technology, introducing both the Company and its technology to Village Roadshow and Kirby family interests, culminating in the first commercial deployment of the Linius video anti-piracy technology solution as announced to ASX on 4 October 2017. He has also played a key role in driving the Company’s recent fundraising initiatives, including from Village Roadshow and Kirby family interests, as well as under the placement to sophisticated and professional investors (as detailed in Items 6 and 7 above).

The Company has agreed a remuneration package for Mr Bongiorno that comprises a cash and equity component, namely $90,000 in cash per annum (plus superannuation) and, subject to Shareholder approval, up to 20,000,000 Shares in the form of Loan Funded Shares on the same terms and conditions applying to Loan Funded Shares issued under the proposed Plan. For further information on the Plan and Loan Funded Shares, see Item 11.

It is intended that the Shares for Mr Bongiorno will vest in three tranches, the first 10,000,000 Shares being upon Shareholder approval being obtained and the remaining two tranches of 5,000,000 Shares each on the first and second anniversaries of the Grant Date respectively. The Shares will be subject to forfeiture on the same terms as set out in the Plan, and summarised in Item 11.

The proposed Share issue to Mr Bongiorno is to occur outside of the Plan in order to maintain the Company’s capacity to issue securities within the 5% limit across its existing and proposed employee incentive schemes.

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2. Chapter 2E and section 195 of the Corporations Act

For a public company, or an entity that the 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 217 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 of the Corporations Act.

The issue of Shares constitutes giving a financial benefit Mr Bongiorno is a related party of the Company by virtue of his position as a Director.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Shares to Mr Bongiorno.

3. Listing Rule 10.11

Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in Listing Rule 10.12 applies.

As the issue of the Shares involves the issue of securities to a related party of the Company, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

4. Technical Information required by the Corporations Act and Listing Rule 10.13

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and Listing Rule 10.13, the following information is provided in relation to Resolution 11:

(a) The Shares will be issued to Gerard Bongiorno (and/or his nominee).
(b) The maximum number of Shares to be issued is 20,000,000.
(c) The issue of all of the Shares will occur no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(d) The Shares will be issued under the Company’s proposed Loan Funded Share Plan described above. Subject to ASX granting a waiver of the application of Listing Rule 10.13.5, the issue price of the Shares to be acquired has been determined by the Board to be the higher of:
(i) the closing price of Shares on ASX on the date of the Annual General Meeting, and
(ii) $0.05.

The issue price does not impact upon the number of Shares that will be issued.

The Company is seeking the abovementioned waiver and will advise Shareholders in due course of ASX’s decision in that regard.

(e) No funds will be raised from the issue of the Shares, as the Company will provide a loan to Mr Bongiorno for their acquisition. The terms of the loan granted to Mr Bongiorno will be subject to the same terms and conditions as those that apply to eligible persons under the Plan, as outlined in Item 11.

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(f) The Company has determined a nil value for the Shares, on the basis that the Shares are to be acquired at or above market price (see paragraph (d) above).
(g) Mr Bongiorno currently has a relevant interest in 1,000,000 Shares and no other securities of the Company (excluding the Shares he proposes to subscribe for under the Placement under Resolution 8 and the Loan Funded Shares proposed to be issued under Resolution 11).

(h) Mr Bongiorno’s remuneration and emoluments for the previous and current financial year are set out below:

FY2016	FY2017
Nil	Commenced on 21 February 2017 $90,000 per annum (plus superannuation)

(i) If the Shares under Resolution 11 are issued, this will increase the number of Shares on issue from 794,190,880 to 814,190,880 (assuming that no Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by a total of approximately 2.5% in respect of the 20,000,000 Shares that would be issued to Mr Bongiorno under Resolution 11.
(j) The trading history of the Company’s shares on ASX in the 12 months prior to the date of this Notice is set out below:

	Price	Date
Highest	$0.073	27 February2017
Lowest	$0.035	2and 3May2017
Last	$0.053	13 October 2017

(k) The issue of Loan Funded Shares to an Executive Director is within the guidelines for director remuneration set out in Recommendation 8.2 of the Corporate Governance Principles and Recommendations (3rd Edition) as published by the ASX Corporate Governance Council. The Board considers that the vesting conditions do not lead to “shorttermism” on the part of senior executives or the taking of undue risks, and that:
(i) the issue of Loan Funded Shares will assist in aligning the recipient’s interests with those of Shareholders;
(ii) the issue of Loan Funded Shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Recipients; and
(iii) it is not expected that there are any significant opportunity costs to the Company foregone by the Company in issuing of Loan Funded Shares upon the terms proposed.
(l) The primary purpose of the issue of the Shares is to align Mr Bongiorno’s interest with that of Shareholders and to provide a remuneration package that will both motivate and reward his performance in his role with the Company.
(m) The Board (except Mr Bongiorno, who has a material personal interest in the outcome of the Resolution (on the basis that he is to be issued Loan Funded Shares should Resolution 11 be passed) recommend Shareholders vote in favour of the resolution as they believe that it is in the interests of the Company to reward and incentivise Mr Bongiorno in this manner.
(n) The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Shareholders to pass Resolution8.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares under Resolution 11 as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of the Shares under Resolution 11 will not be included in the use of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

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DEFINITIONS

Unless the context requires otherwise, the terms below have the following meanings in the Notice and Explanatory Statement (and Schedules):

Annual General Meeting or Meeting means the 2017 annual general meeting of the Company convened by the Notice of Meeting and any adjournment or postponement of it.

ASX means Australian Securities Exchange.

Board means the board of Directors.

Company means Linius Technologies Limited ACN 149 796 332.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director or Directors means a director or the directors of the Company from time to time.

Eligible Entity has the same meaning as in the Listing Rules.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means this Explanatory Statement accompanying the Notice.

Grant Date means a date determined by the Board.

Loan means loan from the Company to a Participant provided pursuant to the Plan.

Loan Funded Share means a Share that is subject to a Loan and/or to any conditions issued under the Plan.

Notice or Notice of Meeting means this document which comprises the Company’s Notice of Annual General Meeting and the accompanying Explanatory Statement.

Option means an option to acquire a Share.

Participants means key personnel and Directors.

Plan means the Loan Funded Share Plan proposed to be adopted by the Company, details of which are set out in the Notice and Explanatory Statement.

Plan Rules means the rules governing the Plan.

Resolutions means the resolutions set out in the Notice of Meeting.

Shareholder means a shareholder of the Company.

Share means a fully paid ordinary share in the Company.

Vesting Conditions means vesting conditions for Loan Fund Shares as determined by the Board.

VWAP means the volume weighted average market price of Shares in the ordinary course of trading on the ASX.

A reference to time in the Notice and Explanatory Statement is to Melbourne time.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Each Option entitles the holder to subscribe for one Share upon the exercise of each Option.
(b) The exercise price of each Option is $0.075.
(c) The Options will expire on 30 May 2019 ( Expiry Date ).
(d) The Options are exercisable at any time on or prior to the Expiry Date.
(e) The Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and either payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(f) Shares issued on exercise of the Options will rank equally with the then issued fully paid ordinary shares of the Company.
(g) The Company will not apply to ASX for quotation of the Options.
(h) If the Shares of the Company are quoted on the ASX at the time of exercise of the Options, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.
(i) After an Option is validly exercised, the Company must, within 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option issue the Shares and do all such acts, matters and things to obtain the grant of official quotation of the Shares on ASX no later than 5 Business Days after issuing the Shares.
(j) 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 the Company shareholders during the currency of the Options. However, the Company will give the holders of Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.
(k) If the Company makes a bonus issue of shares or other securities to existing Company shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):
(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price.
(l) If the Company makes an issue of Shares pro rata to the existing Company shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = O – E [P ‐ (S+D)] N+1

O = the old Exercise Price of the Option.
E = the number of underlying Shares into which one Option is exercisable.
P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.

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D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.
(m) If there is any reorganisation of the issued share capital of the Company, the rights of the Option holders may be varied to comply with the Listing Rules which apply to the reorganisation at the time of the reorganisation.
(n) The Options are only transferable with the prior written approval of the Board and subject to compliance with the Corporations Act.
(o) Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s share registry.

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SCHEDULE 2 – TERMS AND CONDITIONS OF LOAN FUNDED SHARES

Loan Funded Shares

Participants will acquire Loan Funded Shares at market value as at the Grant Date using a loan provided by the Company. The Loan will be interest-free and limited recourse in accordance with the loan terms and the Plan Rules.

The Plan Rules require the Loan to be repaid before a Participant can sell their Shares.

Vesting Conditions of Loan Funded Shares

The Board has the discretion to impose such vesting conditions in relation to the Loan Funded Shares as it deems appropriate. These may include conditions relating to continued employment or service, performance (of the Participant or the Company) and the occurrence of specific events.

Restrictions on Disposal of Loan Funded Shares

A Participant must not sell, transfer, encumber or otherwise deal with a Loan Funded Share unless otherwise permitted under the Plan or determined by the Board. The Loan Funded Shares will not be quoted on ASX and, at the discretion of the Company, will be the subject of a “holding lock”, restricting the Participant’s ability to trade the Shares.

Forfeiture of Loan Funded Shares

Forfeiture conditions apply at all times while each Participant holds Loan Funded Shares, such that the Participant will forfeit their interest in the Loan Funded Shares where the Participant is determined by the Board to:

be a leaver (with some qualification as set out below);
be in breach of any terms of the Loan; or
fail to satisfy the Vesting Conditions.

Leavers

If a Participant ceases to be employed or engaged by the Company Group or, if a Director, ceases to be a Director, the Board will determine within which category of ‘Leaver’ (as defined below) that Participant falls, and will make a determination in respect of vesting and forfeiture of the Loan Funded Shares held by that Participant as set out below:

Type of Leaver	Defined as…	Unvested Loan Fund Shares	Vested Loan Fund Shares
*Good Leaver*	A Participant who ceases employment for reasons of ill-health, total and permanent disability, death, redundancy, retirement (with the agreement of the Board), or the sale by the Company of the business in which the Participant is employed such that it is no longer a member of the Company Group. Also includes, in the case of a Director, a person who retires from that position for reasons of ill-health or total and permanent disability, or dies.	Will vest pro-rata based on the portion of the Vesting Period which has expired as at the date on which employment, engagement or directorship ceases (Cessation Date), and having regard to the extent to which any Vesting Conditions have been satisfied, all as determined by the Board. Any Loan Funded Shares which remain unvested following the Board’s determination are forfeited.	May be retained, subject to repayment of the balance of the Loan by the earlier of its maturity date or the date which is 6 months from the Cessation Date (or 12 months in the case of cessation of employment, engagement or directorship due to death).

Page 25

Type of Leaver	Defined as…	Unvested Loan Fund Shares	Vested Loan Fund Shares
*Bad Leaver*	A Participant who ceases employment in circumstances of: • breach of the Loan Agreement or serious/ persistent breach of employment/engagement; • grave misconduct or recklessness in the discharge of duties; • actual or potential disqualification from managing corporations under the Corporations Act; or • directly competes with the Company’s business as employee, contractor, director or substantial owner within 6 months of ending employment/ engagement with the Company. Also includes, in the case of a Director, a Participant who retires or resigns as a Director without prior approval from the Board, or is removed from the Board by Shareholder vote.	Will be forfeited.	Any vested Loan Funded Shares that remain subject to any condition, or remain held in trust, or if the Loan balance is outstanding and not repaid within 7 days of cessation, will be forfeited.
*Leaver*	A Participant who ceases employment, engagement or directorship, and who is not a Good Leaver or Bad Leaver	Will be forfeited (unless the Board determines otherwise).	May be retained, subject to repayment of the balance of the Loan by earlier of its maturity date or the date which is 6 months from the Cessation Date.

Change in control of the Company

If the Company becomes, or in the opinion of the Board is likely to become, subject to a change of control, unvested Loan Funded Shares will vest pro-rata based on the portion of the Vesting Period which has expired as at the relevant date and, provided the terms of the Loan are complied with, Participants may dispose of their vested Loan Funded Shares by:

selling their Loan Funded Shares; or
requesting the Company buy-back their Loan Funded Shares.

Loan Terms

Participants will be invited to purchase Shares using loan funds under a loan agreement with the Company. The Loan must always be repaid if the Participant wishes to benefit from the Shares. Participants only benefit from growth in share price.

The Loan commences on the Grant Date and, subject to the Board’s discretion to permit the Loan to continue for a further specified period, must be repaid by the earliest of the following:

five years from the Grant Date;
the date the Participant ceases employment, engagement or directorship with the Company;
the date the Loan Funded Shares are forfeited;
the date the Board determines any of the Vesting Conditions will not be satisfied;
the date the Company is wound up; or
the date, other than above, that the Participant and the Company agree to in writing.

The Loan is interest-free and fee-free, and limited recourse. Limited recourse means the repayment amount will be the lesser of the outstanding Loan value and the market value of the Loan Funded Shares that were acquired using the Loan. If the Participant’s Loan Funded Shares are of lower value than the Loan balance at the time that they are

Page 26

required to repay the Loan, that Participant’s Loan Funded Shares will be disposed of at market value and the proceeds applied in full satisfaction of the Loan obligations.

The Participant may repay the Loan before the repayment date. The Loan must be repaid in full (or arrangements for the repayment of the Loan entered into to the satisfaction of the Board), and the Vesting Conditions satisfied, before the Loan Funded Shares can be disposed of.

If dividends are paid by the Company on the Participant’s Loan Funded Shares, the Company will apply the after-tax value of the dividends to the repayment of the Loan.

When the Loan is due for repayment, the Company may sell or buy-back some or all of the Participant’s Loan Funded Shares to satisfy the outstanding Loan balance. The proceeds from any sale or buy-back of the Loan Funded Shares will be applied to repay the outstanding Loan balance and any excess funds after costs and expenses will be returned to the Participant if they are entitled to them under the terms of the Plan Rules and the Loan.

Maximum number of Shares to be offered

The maximum number of Shares that may be granted pursuant to the Plan on each Grant Date (in addition to the number of shares and options issued under the Company’s existing Employee Share Plan and Employee Share Option Plan, each of which are summarised in the Company’s prospectus dated 3 March 2016) is 5% of the total issued share capital of the Company as at the relevant Grant Date.

Page 27

ANNEXURE A

Date of issue
			Names of persons who
		Class/Type of		Issue Price /
			received securities or
	Number issued	equity security and		Discount	Consideration
			basis on which those
		Summary of terms		per share
			persons was determined


22 December 2016					Total cash consideration	N/A
					Amount of cash consideration	N/A
			Issued to vendors pursuant		spent and description of what
			to the acquisition of Linius	$0.05	consideration was spent on
	50,000,000	Ordinary shares	~~(~~Aust) Pty Ltd on conversion		Intended use for remaining cash	N/A
			of Performance Shares	Nil discount
					consideration

					Non-cash consideration paid and	Paid - $2,500,000

					current value of that non-cash
					consideration	Current value - $2,500,000
12 December to 31 December 2016	6,523,506				Total cash consideration	$260,940
					Amount of cash consideration	Working capital
		Ordinary shares on			spent and description of what
				~~$~~0.04	consideration was spent on
		exercise of listed	Holders of listed options
		options.			Intended use for remaining cash	N/A
				8% discount
					consideration

					Non-cash consideration paid and
						N/A
					current value of that non-cash
					consideration

29 December 2016	11,500,000				Total cash consideration	Nil
			Issued to senior executives		Amount of cash consideration
						N/A
			(C Richardson - 10,000,000		spent and description of what
			and S Kerr - 1500000) as		consideration was spent on
		Options (unlisted)	,, per approvals given at the	Nil
					Intended use for remaining cash
			Company’s 2016 AGM.			N/A
			Exercise price of $0.045		consideration
			each, expiring 30 November
			2019		Non-cash consideration paid and	Nil. Current value based on Black
					current value of that non-cash	Scholes model calculation is
					consideration	$334,122.
18 July 2017	30,000,000	Ordinary shares	Placement issued to sophisticated investors	~~$~~0.05 Nil discount	Total cash consideration	$1,500,000
					Amount of cash consideration	Approximately $1,000,000 spent on funding the development and commercialisation of the Linius business and technology.
					spent and description of what
					consideration was spent on
						Funding for the development and commercialisation of the Linius business and technology.
					Intended use for remaining cash
					consideration

					Non-cash consideration paid and	N/A
					current value of that non-cash
					consideration

Page 28

Date of issue
			Names of persons who
		Class/Type of		Issue Price /
			received securities or
	Number issued	equity security and		Discount	Consideration
			basis on which those
		Summary of terms		per share
			persons was determined


30 October 2017			Placement issued to sophisticated investors, including clients of CPS Capital Group Pty Ltd	~~$~~0.05 Nil discount	Total cash consideration	$4,500,000
					Amount of cash consideration	None
					spent and description of what
					consideration was spent on
	85,000,000	Ordinary shares				Funding for the development and commercialisation of the Linius business and technology.
					Intended use for remaining cash
					consideration

					Non-cash consideration paid and	N/A
					current value of that non-cash
					consideration
30 October 2017					Total cash consideration	Nil
					Amount of cash consideration	N/A
			1 for 2 free attaching options
					spent and description of what
			to the shares issued to		consideration was spent on
	42,500,000	Options (unlisted)	sophisticated investor	Nil
			placees in the placement		Intended use for remaining cash	N/A
			detailed in the previous row.
			Exercise price of $0.075		consideration
			each, expiring 30 May 2019		Non-cash consideration paid and	Nil. Current value based on Black Scholes model calculation is $790,500.
					current value of that non-cash
					consideration

Page 29

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PROXY FORM

LINIUS TECHNOLOGIES LIMITED ACN 149 796 332 [BARCODE]

[NAME & ADDRESS]

[HIN/SRN]

ANNUAL GENERAL MEETING

		ANNUAL GENERAL MEETING
I/We
of
	being	a Shareholder entitled to attend and vote at the Meeting, hereby
appoint
	Name of proxy
OR		the Chair of the Meeting as my/our proxy

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 3:00pm (AEDT), on 28 November 2017 at the office of Norton Rose Fulbright RACV Tower, Level 15 485 Bourke Street, Melbourne Victoria and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 10 & 11 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 10 & 11 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report for year ended 30 June 2017 Resolution 2 – Re-election of Director – Stephen McGovern Resolution 3 – Re-election of Director – Gerard Bongiorno Resolution 4 – Ratification of prior issue of Shares – July 2017 Resolution 5 – Ratification of prior issue of Securities (LR 7.1) – October 2017 Resolution 6 – Ratification of prior issue of Securities (LR 7.1A) – October 2017 Resolution 7 – Approval for issue of Options to CPS Capital Resolution 8 – Approval for the Placement Securities to Gerard Bongiorno Resolution 9 – Approval for additional 10% placement capacity Resolution 10 – Approval for Loan Funded Share Plan Resolution 11 – Approval for the issue of Loan Funded Shares to Gerard Bongiorno

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is %

Signature of Shareholder(s):

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary	Shareholder 2 Director	Date: ____ Shareholder 3

		Director/Company Secretary

Contact Name: ________

Contact Ph (daytime): _________

LINIUS TECHNOLOGIES LIMITED ACN 149 796 332

Instructions for com p letin g Prox y ’ Form

( Appointing a Proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.
( Direction to Vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

( Individual ): Where the holding is in one name, the shareholder must sign.
( Joint Holding ): Where the holding is in more than one name, all of the shareholders must sign.
( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
( Companies ): Where the Company has a sole director who is also the sole Company Secretary, that person must sign. Where the Company (pursuant to Section 204A of the Corporations Act) does not have a Company Secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a Company Secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
a) Hand Delivery – Linius Technologies Limited, Level 18, 101 Collins Street, Melbourne VIC 3000;
b) Post - Linius Technologies Limited, Level 18, 101Collins Street, Melbourne VIC 3000;
c) Email – [email protected]; or
d) Facsimile – +61 3 8680 2380

so that it is received not later than 10:00 am (AEDT) on 26 November 2017.

Proxy forms received later than this time will be invalid.

AI assistant

ION VIDEO LTD — AGM Information 2017

65133_rns_2017-10-29_6281a07a-6683-457d-a17b-f0fe30db2b59.pdf

LINIUS TECHNOLOGIES LIMITED ACN 149 796 332

Notice of 2017 Annual General Meeting and Explanatory Statement

NOTICE OF 2017 ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Item 1: Financial Statements

Item 2: Adoption of the Remuneration Report for the year ended 30 June 2017 (Resolution 1) (Advisory resolution only)

Voting Prohibition:

Item 3: Re-election of Director – Stephen McGovern (Resolution 2)

Item 4: Election of Director – Gerard Bongiorno (Resolution 3)

Item 5: Ratification of prior issue of Shares – July 2017 placement (LR 7.1 issue) (Resolution 4)

Voting Exclusion:

Item 6: Ratification of prior issue of Securities – October 2017 placement (LR 7.1 issue) (Resolution 5)

Voting Exclusion:

Item 7: Ratification of prior issue of Securities – Oct 2017 placement (LR 7.1A issue) (Resolution 6)

Voting Exclusion:

Item 8: Approval for the issue of Options to CPS Capital Group – Oct 2017 placement (Resolution 7)

Voting Exclusion:

Item 9: Approval for the issue of Securities to Gerard Bongiorno – Oct 2017 placement (Resolution 8)

Voting Exclusion:

Item 10: Approval for additional 10% placement capacity (Resolution 9)

Voting Exclusion:

Item 11: Approval for Loan Funded Share Plan (Resolution 10)

Voting Exclusion:

Voting Prohibition:

Item 12: Approval for the issue of Loan Funded Shares to Gerard Bongiorno (Resolution 11)

Voting Exclusion:

Voting Prohibition:

OTHER BUSINESS

Information regarding voting and proxies

Snapshot Date – Eligibility to Vote

Important voting information

Shareholders’ Questions and Comments

Proxies

Corporate Representatives

EXPLANATORY STATEMENT

PURPOSE OF INFORMATION

SUMMARY OF BUSINESS OF THE MEETING

ORDINARY BUSINESS

Item 1: Consideration of Financial Statements and Reports

1. Background

2. Recommendation

3. Voting exclusions

1. Background

2. Recommendation

Item 4: Election of Director – Gerard Bongiorno (Resolution 3)

1. Background

2. Recommendation

Item 5: Ratification of prior issue of Shares – July 2017 placement (LR 7.1 issue) (Resolution 4)

1. Background

2. Listing Rules 7.1 and 7.4

3. Information required for Shareholder approval under Listing Rules

4. Recommendation

Items 6 and 7: Ratification of prior issue of Securities – October 2017 placement (LR 7.1 and 7.1A issues) (Resolutions 5 and 6)

1. Background

2. Listing Rules 7.1, 7.1A and 7.4

3. Information required for Shareholder approval under Listing Rules

4. Recommendation

Item 8: Approval for the issue of Options to CPS Capital Group – October 2017 placement (Resolution 7)

1. Background

2. Information required for Shareholder approval under Listing Rules

Item 9: Approval for issue of Securities to Gerard Bongiorno – October 2017 placement (Resolution 8)

1. Background

2. Information required for Shareholder approval under Listing Rules

Item 10: Approval for additional 10% placement capacity (Resolution 9)

1. Background

2. Listing Rule 7.1A – Eligibility criteria

(A x D) - E

Where :

3. Placement capacity under Listing Rules 7.1 and 7.1A

4. Period of Approval

(the Period of Approval ).

5. Minimum Issue Price

6. Purpose and allocation

7. Risk of Economic and Voting Dilution

The table above uses the following assumptions:

8. Prior Issues of Equity Securities over last 12 months

ION VIDEO LTD AGM Information 2017