NORWOOD SYSTEMS LIMITED

NORWOOD SYSTEMS LIMITED ACN 062 959 540

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am AWST DATE : Wednesday, 5 September 2018 PLACE : Quest West Perth, 54 Kings Park Road, West Perth WA 6005

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

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

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (AWST) on 3 September 2018.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS UNDER NOVEMBER PLACEMENT

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 58,777,777 Shares and 29,388,889 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,435,757 Shares on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

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

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“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 80,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE – SHARES UNDER THE SHARE PURCHASE PLAN

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 31,440,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Dated: 31 July 2018

By order of the Board

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Steven Wood Company Secretary

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Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Proxies must be received by 10.00am (AWST) on 3 September 2018. Proxies received after this time will be invalid.

Proxies may be lodged using any of the following methods:

Online : www.linkmarketservices.com.au

Select ‘Investor Login’ and in the “Single Holding” section enter Norwood Systems Limited or the ASX code NOR in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website

By mail :

Norwood Systems Limited c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 By hand :

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Australia

By facsimile :

+61 2 9287 0309

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 7600 .

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EXPLANATORY STATEMEN T

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

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS UNDER NOVEMBER PLACEMENT

1.1 General

On 16 November 2017, the Company announced the completion of a capital raising of $1,058,000 through the issue of 58,777,777 Shares at an issue price of $0.018 per Share together with 1 free attaching Option for every 2 Shares subscribed for and issued ( November Placement ).

The Company issued the Shares and Options the subject of the November Placement without prior Shareholder approval out of its 15% annual placement capacity.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares and Options under the November Placement ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

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

1.2 Technical information required by ASX Listing Rule 7.4

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

(a) 58,777,777 Shares and 29,388,889 Options were issued;
(b) the issue price per Share was $0.018 and the issue price of the Options was nil as they were issued free attaching with the Shares on a 1 for 2 basis;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Options will be issued on the terms and conditions set out in Schedule 1;
(e) the Shares and Options were issued to sophisticated and professional investors. None of these subscribers are related parties of the Company; and

(f) the funds raised from this issue were used for:

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(i) sales and marketing activities; and

(ii) general working capital.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION OPTIONS

2.1 General

On 23 November 2017, the Company issued 3,000,000 Options in consideration for Lead Manager services provided by Somers and Partners Pty Ltd.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 1 above.

2.2 Technical information required by ASX Listing Rule 7.4

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

(a) 3,000,000 Options were issued;
(b) the Options were issued for nil cash consideration in satisfaction of Lead Manager services provided by Somers and Partners Pty Ltd;
(c) the Options will be issued on the terms and conditions set out in Schedule 1;
(d) the Options were issued to Somers and Partners Pty Ltd, who is not a related party of the Company; and
(e) no funds were raised from this issue as the Options were issued in consideration for Lead Manager services provided by Somers and Partners Pty Ltd.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

3.1 General

On 23 November 2017, the Company issued 6,435,757 Shares to the following recipients in consideration for the provision of lead manager & corporate advisory services to the Company:

(a) Maitha Group;
(b) Grange Consulting Group Pty Ltd; and
(c) Somers and Partners Pty Ltd.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 1 above.

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3.2 Technical information required by ASX Listing Rule 7.4

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

(a) 6,435,757 Shares were issued in total, in the following allotments;
(i) 909,091 Shares in lieu of cash payment;
(ii) 2,000,000 Shares in lieu of cash payment; and
(iii) 3,526,666 Shares in lieu of cash payment;
(b) the deemed issue price for:
(i) the 909,901 Shares was agreed at a price of $0.022 per Share;
(ii) the 2,000,000 Shares was agreed at a price of $0.015 per Share; and
(iii) the 3,526,666 Shares was agreed at a price of $0.018 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to Maitha Group (909,091 shares), Grange Consulting Group Pty Ltd (2,000,000 shares) & Somers and Partners Pty Ltd (3,526,666 shares), who are not related parties of the Company; and
(e) no funds were raised from this issue as the Shares were issued in consideration for lead manager & corporate advisory services provided to the Company.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

4.1 General

On 21 March 2018, the Company issued 2,000,000 Shares in consideration for consulting services provided by Grange Consulting Group Pty Ltd.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 1 above.

4.2 Technical information required by ASX Listing Rule 7.4

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

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(a) 2,000,000 Shares were issued;
(b) the deemed issue price was $0.0125 per Share;
(c) the Shares were issued for nil cash consideration in satisfaction of consulting services provided by Grange Consulting;
(d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Shares were issued to Grange Consulting Group Pty Ltd, who is not a related party of the Company; and
(f) no funds were raised from this issue as the Shares were issued in consideration for consulting services provided by Grange Consulting Group Pty Ltd to the Company.

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

5.1 General

On 21 March 2018, the Company issued 80,000,000 Shares at an issue price of $0.0125 per Share to raise $1,000,000.

80,000,000 Shares were issued pursuant to the Company’s capacity under ASX Listing Rule 7.1A without prior Shareholder approval.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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

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

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

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

By ratifying the issue the subject of Resolution 5, the base figure (ie variable “A”) in which the Company’s 15% and 10% annual placement capacities are calculated will be a higher number which in turn will allow a proportionately higher number of securities to be issued without prior Shareholder approval.

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5.2 Technical information required by ASX Listing Rule 7.4

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

(a) 80,000,000 Shares were issued;
(b) the issue price was $0.0125 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to sophisticated and professional investors. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue were used for sales, marketing and working capital.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE SHARE PURCHASE PLAN

6.1 General

On 14 March 2018, the Company announced that it had launched a fully underwritten Share Purchase Plan to raise $1,000,000 at an issue price of $0.0125.

On 30 April 2018, the Company announced that the Share Purchase Plan had closed and was successful in raising the full $1,000,000 in gross proceeds sought under the Share Purchase Plan by issuing 80,000,000 Shares at an issue price of $0.0125. Shareholders subscribed 48,560,000 Shares with the shortfall of the Share Purchase Plan, being 31,440,000 Shares, placed by the underwriter, Somers and Partners Pty Ltd.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of 31,440,000 Shares ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 1 above.

6.2 Technical information required by ASX Listing Rule 7.4

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

(a) 31,440,000 Shares were issued;
(b)
the issue price was $0.0125 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Shares were issued to Somers and Partners Pty Ltd. None of these subscribers are related parties of the Company; and

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(e) the funds raised from this issue were used for sales and marketing and working capital to pursuing pipeline opportunities across the Company’s key target segments.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Company means Norwood Systems Limited (ACN 062 959 540).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1 and 2.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The Unlisted Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement

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

(b) Exercise Price and Expiry Date

The Unlisted Options will have an expiry date of 22 November 2018 (Unlisted Option Expiry Date), being 1 year from the date of issue at an exercise price of $0.035.

The Unlisted Options are not subject to any vesting conditions.

(d) Exercise Period

The Unlisted Options are exercisable from date of issue up until the Expiry Date.

(e) Notice of Exercise

The Unlisted Options may be exercised by notice in writing to the Company (Notice of Exercise) and payment of the Exercise Price for each Unlisted Option being exercised. Any Notice of Exercise of an Unlisted Option received by the Company will be deemed to be a notice of the exercise of that Unlisted Option as at the date of receipt.

(f) Shares issued on exercise

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

(g) Quotation of Shares on exercise

The Company will apply for the Shares to be quoted on the ASX in accordance with the ASX Listing Rules within 10 Business Days of the date the shares are issued upon the options being exercised, as per Clause h below.

The Company will issue, where required to enable Shares issued on exercise of Options to be freely tradeable on the ASX (subject to any Restriction Period), a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where a cleansing statement is required, but cannot be issued, the Company will have a prospectus available in relation to the Shares which complies with the requirements of the Corporations Act;

(h) Timing of issue of Shares

Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice;

(i) Participation in new issues

There are no participation rights or entitlements inherent in the Unlisted Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Unlisted Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten (10) business days after the issue is announced. This will give the holders of Unlisted Options the opportunity to exercise their Unlisted Options prior to the date for determining entitlements to participate in any such issue.

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(j) Adjustment for bonus issues of Shares

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 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
no change will be made to the Exercise Price.

(k) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price.

(l) Adjustments for reorganisation

If there is any reconstruction 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 reconstruction at the time of the reconstruction.

(m)

Quotation of the Unlisted Options

The Company will not apply for quotation of the Unlisted Options on ASX.

(n) Options Transferable

The Option Holder may nominate a nominee to receive the entitlement of Options. Subject to the provisions of Chapter 6D of the Corporations Act and the applicable law and any Disposal Restriction relevant to the Class of Option, the Options shall be freely assignable and transferable.

(o) Lodgement Instructions

Cheques shall be in Australian currency (or equivalent) made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Unlisted Options with the appropriate remittance should be lodged at the Company's Registry.

(p) Taxation

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

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ABN 15 062 959 540

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Norwood Systems Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

ALL ENQUIRIES TO

Telephone: +61 1300 554 474

X99999999999

X99999999999 PROXY FORM I/We being a member(s) of Norwood Systems Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am (WST) on Wednesday, 5 September 2018 at Quest West Perth, 54 Kings Park Road, West Perth WA 6005 (the Meeting ) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Ratification of prior issue of Shares 5 Ratification of prior issue – and Options Under November Placement Shares placement 2 Ratification of prior issue – 6 Ratification of prior issue – shares consideration options under the share purchase plan

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3 Ratification of prior issue – consideration Shares (6,435,757 shares)
4 Ratification of prior issue – consideration Shares (2,000,000 shares)

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

NOR PRX1801A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Monday, 3 September 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

BY MAIL
Norwood Systems Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX +61 2 9287 0309
BY HAND delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138 * During business hours (Monday to Friday, 9:00am–5:00pm)

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the Locked Bag A14 boxes opposite each item of business. All your shares will be voted in Sydney South NSW 1235 accordance with such a direction unless you indicate only a portion of Australia voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you  BY FAX do not mark any of the boxes on the items of business, your proxy may +61 2 9287 0309 vote as he or she chooses. If you mark more than one box on an item your BY HAND vote on that item will be invalid.  APPOINTMENT OF A SECOND PROXY 1A Homebush Bay Drive You are entitled to appoint up to two persons as proxies to attend the Rhodes NSW 2138 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. COMMUNICATION PREFERENCE SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. costs. Joint Holding: where the holding is in more than one name, either shareholder may sign.  ONLINE Power of Attorney: to sign under Power of Attorney, you must lodge the www.linkmarketservices.com.au Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

AI assistant

NORWOOD SYSTEMS LIMITED — Proxy Solicitation & Information Statement 2018

65434_rns_2018-08-02_2236076c-02ff-4c53-84bc-f14d6af09bab.pdf

NOTICE OF GENERAL MEETING

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS UNDER NOVEMBER PLACEMENT

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION OPTIONS

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

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

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE – SHARES UNDER THE SHARE PURCHASE PLAN

By order of the Board

Voting in person

Voting by proxy

By mail :

 By hand :

EXPLANATORY STATEMEN T

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS UNDER NOVEMBER PLACEMENT

1.1 General

1.2 Technical information required by ASX Listing Rule 7.4

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION OPTIONS

2.1 General

2.2 Technical information required by ASX Listing Rule 7.4

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

3.1 General

3.2 Technical information required by ASX Listing Rule 7.4

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – CONSIDERATION SHARES

4.1 General

4.2 Technical information required by ASX Listing Rule 7.4

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

5.1 General

5.2 Technical information required by ASX Listing Rule 7.4

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE SHARE PURCHASE PLAN

6.1 General

6.2 Technical information required by ASX Listing Rule 7.4

GLOSSARY

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

(f) Shares issued on exercise

(g) Quotation of Shares on exercise

(h) Timing of issue of Shares

(i) Participation in new issues

(j) Adjustment for bonus issues of Shares

(k) Adjustment for rights issue

(m)

Quotation of the Unlisted Options

(o) Lodgement Instructions

(p) Taxation