NANOVEU LIMITED — Capital/Financing Update 2021

Mar 24, 2021

==> picture [164 x 44] intentionally omitted <==

Nanoveu Limited U1, 18 Olive Street Subiaco WA 6008 +61 8 6244 9095 www.nanoveu.com

ASX RELEASE

25 March 2021 ASX: NVU

Issue of Incentive Performance Rights

Nanoveu Limited ( Nanoveu or the Company ) is pleased to announce that following the successful commercialisation of its anti-viral business advances and increasing engagement of international distributors, the Company has taken the opportunity to incentivise and align the interests of directors and employees with shareholders via the issue of up to 8,480,000 performance rights under the Company’s performance rights and option plan. The Company is proposing to issue up to 3,780,000 performance rights to employees and up to 4,700,000 performance rights to directors. The issue of performance rights to directors is subject to shareholder approval at a meeting to be held on or around 31 May 2021.

In addition, the Company is taking the opportunity to also incentivise a scientist working on the EyeFyx project. Subject to shareholder approval, the Company is proposing to issue up to 750,000 performance rights to a scientist working on the EyeFyx project.

Nanoveu’s antiviral technology has been independently demonstrated to be a highly effective agent for the eradication of viruses. The technology has been proven to eliminate 99.99%[1] of OC43, a viral strain affecting humans that is also a surrogate for COVID-19, in 30 minutes. The antiviral protection has also been validated against other bacteria and viruses including e.Coli, Influenza A (subtype H3N2), and coronavirus MHV-A59[2] . Additionally, testing simulating 12 months outside weather conditions has found Nanoveu’s products retain their effectiveness against MS2 Bacteriophage, a single-strand RNA virus[3] .

Terms of the performance rights can be found in the appendices to this announcement.

- Ends -

This announcement has been authorised for release by Nanoveu’s Executive Chairman and CEO.

For further information, please For media / investor enquiries, contact: please contact: Alfred Chong David Tasker / Alex Baker Executive Chairman and CEO Chapter One Advisors t: +65 6557 0155 t: + 61 433 112 936 / +61 432 801 745 e: info@nanoveu.com e: dtasker@chapteroneadvisors.com.au

1 See ASX announcements of 5 and 25 May 2020

2 See ASX announcement of 15 April 2020

3 See ASX announcement of 18 February 2021

==> picture [164 x 44] intentionally omitted <==

About Nanoveu:

Nanoveu is a technology company developing a range of products for mobile phones and other digital displays. The Company’s wholly-owned, flagship product is its Nanoshield[TM] antiviral protection which is available in a variety of mobile phone screen covers, mobile phone cases and as a commercial film capable of being applied to a number of surfaces. The product is a clear plastic containing a layer of charged copper nanoparticles which have antiviral and antimicrobial properties. The product is commercially available and sold in a number of countries via Nanoveu’s channel partners. Nanoveu also produces EyeFly3D[TM] , which converts 2D digital displays into 3D without the need for 3D glasses and is currently available for Apple iPhones and Google Pixel 3 phones.

In addition, the Company is also developing the following products:

• Customskins: vending machines capable of precisely applying screen covers to mobile phones in just over a minute and with an alignment accuracy of 150 microns;

• EyeFyx: a vision correction solution under development using hardware and software to manipulate screen output; and

• Anti-reflective coating technology capable of being applied to mobile phones, tablets, automotive displays and other digital displays.

3

==> picture [164 x 44] intentionally omitted <==

Appendix 1: Terms of Incentive Performance Rights for Directors and Employees

The following is a summary of the key terms and conditions of the Incentive Performance Rights proposed to be issued by the Company to Directors and employees under its performance rights and option incentive plan:

• a) ( Plan Terms and Conditions ): The Incentive Performance Rights ( Performance Rights ) will be subject to the terms and conditions of the Performance Rights Plan.

• b) ( Approvals ): the grant of the Performance Rights is subject to the terms of the Plan, including the Company obtaining any necessary Shareholder approvals and the holder remaining an Eligible Participant at the time the Performance Rights are to be granted and (subject to a number of exceptions), exercised and converted into Shares.

• c) ( Performance Milestones ): The Performance Rights shall be subject to the following Performance Milestones and the following Expiry Dates:

Class	Number	Performance Milestone	Expiry Date
Class J	2,810,000	the Company achieving A$3,000,000 of total consolidated sales revenue from all its products (Products) by 31 December 2021, as validated from the Company’s audited or audit reviewed financial reports	15 March 2022
Class K	2,810,000	the Company achieving A$8,000,000 of total consolidated sales revenue from Products by 31 December 2022, as validated from the Company’s audited or audit reviewed financial reports	15 March 2023
Class L	2,360,000	the Company achieving A$15,000,000 total consolidated sales revenue from Products by 31 December 2023, as validated from the Company’s audited or audit reviewed financial reports	15 March 2024
Class M	500,000	the Company securing exclusive commercial and marketing rights of all antiviral products developed by Innox Limited by 31 December 2021 as validated by an exclusive licencing agreement for a period of not less than 4 years	15 March 2022
Total	8,480,000

• d) ( Vesting ): 50% of each Tranche will vest immediately on satisfaction of the relevant Performance Milestone. The remaining 50% of each Tranche will vest on the date which is 12 months after the relevant Performance Milestone was satisfied, subject to and conditional on the Eligible Participant remaining in continuous service to the Company during that 12 month period ( Vesting Condition ).

4

==> picture [164 x 44] intentionally omitted <==

• e) ( Restriction Periods ): Shares issued on exercise of the Performance Rights will not be subject to any restrictions periods.

• f) ( Notification to holder ): The Company shall notify the holder in writing when a Performance Milestone has been satisfied.

• g) ( Dividend and Voting Rights ): The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

• h) ( No rights to return of capital ): A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• i) ( Rights on winding up ): A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

• j) ( No other rights ): A Performance Right gives the holder no rights other than those expressly provided by these terms and the Plan and those provided at law where such rights at law cannot be excluded by these terms.

• k) Subdivision 83A-C of the Income Tax Assessment Act 1997¸ which enables tax deferral on Performance Rights, will apply (subject to the conditions in that Act) to Performance Rights.

5

==> picture [164 x 44] intentionally omitted <==

Appendix 2: Terms of Incentive Performance Rights for a Consultant to the EyeFyx Project

The terms and conditions of the Consultant Performance Rights proposed to be issued by the Company to the Consultants are as follows:

• a) ( Performance Milestones ): The Performance Rights shall be subject to the following Performance Milestones and the following Expiry Dates:

Class	Number	Performance Milestone	Expiry Date
Class N	250,000	the Company achieving A$1,000,000 of total consolidated sales revenue from products using its EyeFyx technology (Products) by 31 December 2021, as validated from the Company’s audited or audit reviewed financial reports	15 March 2022
Class O	250,000	the Company achieving A$2,700,000 of total consolidated sales revenue from Products by 31 December 2022, as validated from the Company’s audited or audit reviewed financial reports	15 March 2023
Class P	250,000	the Company achieving A$5,000,000 total consolidated sales revenue from Products by 31 December 2023, as validated from the Company’s audited or audit reviewed financial reports	15 March 2024
Total	750,000

• b) ( Vesting ): 100% of each class of the Performance Rights vest on achievement of the applicable Performance Milestone, subject to and conditional on the applicable Consultant’s continuing involvement with research and development of the Company’s EyeFyx development project at the time of vesting ( Vesting Condition ).

• c) ( Notification to holder ): The Company shall notify the holder in writing when a Performance Milestone has been satisfied.

• d) ( Conversion ): Subject to paragraph Error! Reference source not found. , upon satisfaction of the applicable Vesting Condition, each Performance Right will convert into one Share.

• e) ( Share ranking ): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

• f) ( Lapse ): Any unvested or unexercised Performance Rights will lapse on the applicable Expiry Date.

• g) ( Transfer of Performance Rights ): The Performance Rights are not transferable.

6

==> picture [164 x 44] intentionally omitted <==

• h) ( Participation in new issues ): A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• i) ( Reorganisation of capital ): If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules (subject to the successful Listing of the Company) and the Corporations Act 2001 (Cth) ( Corporations Act ) at the time of reorganisation.

• j) ( Adjustment for bonus issue ) If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

• k) ( Dividend and Voting Rights ): The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

• l) ( Change in Control ): Upon:

• i. a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:

  • (A) having received acceptances for not less than 50.1% of the Company’s Shares on issue; and

  • (B) having been declared unconditional by the bidder; or

• ii. a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the applicable Performance Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis, subject to and conditional on the applicable Consultant’s continuing involvement with research and development of the Company’s EyeFyx development project at the time of vesting.

• m) ( No rights to return of capital ): A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• n) ( Rights on winding up ): A Performance Right does not entitle the holder to participate in the

• surplus profits or assets of the Company upon winding up.

• o) ( No other rights ): A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

7