OVANTI LIMITED — Proxy Solicitation & Information Statement 2020

Jul 22, 2020

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iSENTRIC LIMITED (ICU:ASX) (ACN 091 192 871) Level 10, 50 Pitt Street, Sydney NSW 2000. Tel: (02) 8296 1110 Website: www.isentric.com

ISENTRIC LIMITED

ACN 091 192 871

NOTICE OF GENERAL MEETING

TIME : 10:30am (AEST) DATE : Monday, 24 August 2020 PLACE : Thomson Geer Lawyers Level 14, 60 Martin Place SYDNEY NSW 2000

This Notice of Meeting should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on 02 8296 0000.

CONTENTS PAGE

Business of the Meeting (setting out the proposed Resolutions)	5
Explanatory Statement (explaining the proposed Resolutions)	8
Glossary	13
Proxy Form	Annexure 1 Page 14

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that a General Meeting of Shareholders of iSentric Limited ( Company or iSentric ) will be held at Thomson Geer, Level 14, 60 Martin Place, Sydney NSW on Monday, 24 August 2020, at 10:30am (AEST).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting sets out the background information on the Resolutions to be considered. The Proxy Form also forms part of this Notice of Meeting.

This Notice of Meeting, Explanatory Statement and Proxy Form should be read in their entirety.

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7:00 pm (AEST) on Friday, 21 August 2020.

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/attached 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 Shareholder appoints 2 proxies and the appointment does not

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specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the Meeting.

A Proxy Form accompanies this notice. If a Shareholder wishes to appoint more than 1 proxy, they may make a copy of the Proxy Form attached to this Notice. For the Proxy Form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

• if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company's shareholders;

• the appointed proxy is not the Chair of the meeting;

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

• either of the following applies:

• the proxy is not recorded as attending the meeting; and

• the proxy does not vote on the resolution,

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

Proxy Voting by the Chair

If you complete a Proxy Form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on the Resolution. In accordance with this express authority provided by you, the Chair will vote in favour of the Resolution. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the Proxy Form.

CORPORATE REPRESENTATIVES

Any corporation which is a Shareholder of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

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BUSINESS OF THE MEETING

1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF FIRST TRANCHE 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, the issue the First Tranche Placement Shares to Placement Participants at an issue price of $0.0158 be ratified on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of any Placement Participants or any associates of those persons of which approval is sought.

However this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

2. RESOLUTION 2: APPROVAL OF ISSUE OF SECOND TRANCHE PLACEMENT SHARES

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval be given for the Company to issue to Placement Participants the Second Tranche Placement Shares at an issue price of $0.0158 on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of any Placement Participants, or any person who will obtain a material benefit as a result of the proposed issue of the Second Tranche Placement Shares (except a benefit solely by reason of being a Shareholder or any associates of those persons of which approval is sought.

However this does not apply to a vote cast in favour of this Resolution by:

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• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

3. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF 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, the issue the 20,000,000 Shares to Mr Bai Guo Jin and Mr Bai Guo Bao at an issue price of $0.010 per Share be ratified on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of Mr Jin, Mr Bao or any of their associates.

However this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the Shareholder votes on the Resolution in accordance with directions given by the beneficiary to the Shareholder to vote in that way.

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DATED: 23 JULY 2020

BY ORDER OF THE BOARD

JARROD WHITE

COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF FIRST TRANCHE PLACEMENT SHARES

1.1 Background

As announced to the market on 8 July 2020, the Company is conducting a twotranched placement which will raise approximately $1,500,000 in total ( Placement and the Shares issued and to be issued pursuant to the Placement being the Placement Shares ). The issue price for Placement Shares is $0.0158 per Placement Share.

As of the date of this Notice, 25,913,260 Placement Shares have been issued to Placement Participants in the first tranche of the Placement under the Company's existing 15% placement capacity and additional 10% placement capacity ( First Tranche Placement Shares ). The Company raised $409,430 from the issue of the First Tranche Placement Shares.

The First Tranche Placement Shares were issued under ASX Listing Rule 7.1 and 7.1A as follows:

• (a) 7,548,256 First Tranche Placement Shares were issued under ASX Listing Rule 7.1; and

• (b) 18,365,004 First Tranche Placement Shares were issued under ASX Listing Rule 7.1A.

The remaining 69,023,443 Placement Shares (which will raise $1,090,570) to be issued pursuant to the Placement is subject to Shareholder approval ( Second Tranche Placement Shares ). This Shareholder approval is the subject of Resolution 2.

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 provides that the issue of Securities made under ASX Listing Rule 7.1 can be ratified by Shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of First Tranche Placement Shares, the issue will not reduce the Company's placement capacity under ASX Listing Rule 7.1.

ASX Listing Rule 7.1A enables certain Eligible Entities to seek shareholder approval to issue Securities up to 10% of the number of fully-paid ordinary Securities on issue over a 12 month period after the annual general meeting at which a resolution for the purposes of ASX Listing Rule 7.1A is passed by special resolution. This additional 10% placement capacity is in addition to the Eligible Entity's 15% placement capacity under ASX Listing Rule 7.1. The Company obtained Shareholder approval to issue Securities under ASX Listing Rule 7.1A at the Company's last annual general meeting held on 28 November 2019.

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A note to ASX Listing Rule 7.4 provides that an issue of Securities under ASX Listing Rule 7.1A can be ratified by Shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of First Tranche Placement Shares, the issue will not reduce the Company's placement capacity under ASX Listing Rule 7.1A.

Accordingly, Resolution 1 seeks Shareholder approval under ASX Listing Rule 7.4 for the ratification of the issue of:

• (a) 7,548,256 First Tranche Placement Shares issued under ASX Listing Rule 7.1; and

• (b) 18,365,004 First Tranche Placement Shares issued under ASX Listing Rule 7.1A,

to provide flexibility for the Company to issue Equity Securities under the Company's 15% placement capacity and additional 10% placement capacity in the next 12 months without the requirement to obtain Shareholder approval.

1.2 Information required by ASX Listing Rule 7.5

Pursuant to ASX Listing Rule 7.5 the following information is provided.

Persons to whom the First Tranche Placement Shares were issued	The Placement Participants, none of whom are Related Parties of the Company. The Placement Participants were selected by the lead manager appointed for the Placement being Barclay Pearce Capital Pty Ltd ACN 634 843 735.
The number and class of First Tranche Placement Shares issued	25,913,260 Placement Shares.
Issue price of the First Tranche Placement Shares	$0.0158 per Placement Share.
Issue date of First Tranche Placement Shares	8 July 2020.
Terms of First Tranche Placement Shares	The First Tranche Placement Shares were issued on the same terms and conditions as the Company's existing Shares.
Use of funds	The funds raised from the issue of the First Tranche Placement Shares will be used for working capital requirements of the Company, to accelerate sales growth, to fund product development and to pay costs of the Placement.

1.3 Board recommendation

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

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2. RESOLUTION 2: APPROVAL OF ISSUE OF SECOND TRANCHE PLACEMENT SHARES

2.1 Background

As set out in section 1.1 above, the Company has agreed, subject to Shareholder approval to issue the Second Tranche Placement Shares to Placement Participants at an issue price of $0.0158 to raise approximately $1,090,570.

ASX Listing Rule 7.1 prohibits a company from issuing securities representing more than 15% of its issued capital in any 12 month period without security holder approval. Accordingly Shareholder approval is sought to approve the issue of the Second Tranche Placement Shares to Placement Participants.

The effect of such approval is that any such Second Tranche Placement Shares issued pursuant to this Resolution 2 will not be counted as reducing the number of Equity Securities which the Company can issue without Shareholder approval under the limit imposed by ASX Listing Rule 7.1.

2.2 Information required by ASX Listing Rule 7.3

Pursuant to ASX Listing Rule 7.5 the following information is provided.

Persons to whom the Second Tranche Placement Shares will be issued	The Second Tranche Placement Shares will be issued to Placement Participants, none of whom are Related Parties of the Company. The Placement Participants were selected by the lead manager appointed for the Placement being Barclay Pearce Capital Pty Ltd ACN 634 843 735.
Maximum number of Second Tranche Placement Shares to be issued	69,023,443 Placement Shares.
Proposed issue date of the Second Tranche Placement Shares	The Second Tranche Placement Shares will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).
Issue price of Second Tranche Placement Shares	$0.0158 per Placement Share.
Terms of Second Tranche Placement Shares	The Second Tranche Placement Shares will be issued on the same terms and conditions as the Company's existing Shares.
Use of funds	The funds to be raised from the issue of the Second Tranche Placement Shares will be used for working capital requirements of the Company, to accelerate sales growth, to fund product development and to pay costs of the Placement.

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No reverse takeover

The funds raised from the issue of the Second Tranche Placement Shares will not be used to fund a reverse takeover.

2.3 Board recommendation

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

3. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES

3.1 Background

On 3 March 2020 the Company issued 10,000,000 Shares to Mr Bai Guo Jin and 10,000,000 Shares to Mr Bai Guo Bao at an issue price of $0.010 per Share under the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1. The Company raised $200,000 as a result of the investment from Mr Jin and Mr Bao.

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 provides that the issue of Securities made under ASX Listing Rule 7.1 can be ratified by Shareholders under ASX Listing Rule 7.4. If Shareholders ratify the issue of Shares to Mr Jin and Mr Bao, the issue will not reduce the Company's placement capacity under ASX Listing Rule 7.1.

Accordingly, Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.4 for the ratification of the issue of the Shares issued the subject of this Resolution 3 under the Company's 15% placement capacity under ASX Listing Rule 7.1 to provide flexibility for the Company to issue Equity Securities under the Company's 15% placement capacity in the next 12 months without the requirement to obtain Shareholder approval.

3.2 Information required by ASX Listing Rule 7.5

Pursuant to ASX Listing Rule 7.5 the following information is provided.

Persons to whom the Shares were issued and number of Shares issued	10,000,000 Shares - Mr Jin, an individual who at the time of issue was not a Related Party of the Company. 10,000,000 Shares - Mr Bao, the brother of Mr Jin, who at the time of issue was not a Related Party of the Company.
Issue price of the Shares	$0.010 per Share.
Issue date of Shares	3 March 2020.
Terms of Shares	The Shares were issued on the same terms and conditions as the Company's existing Shares.

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Use of funds The funds raised from the issue of the Shares the subject of this Resolution 3 were used for working capital requirements of the Company.

3.3 Board recommendation

The Board recommends, with Mr Jin abstaining, that Shareholders vote in favour of Resolution 3.

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GLOSSARY

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Annexure means an annexure of this Notice.

ASX means ASX Limited or the market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Chair means the chair of the Meeting.

Company or iSentric means iSentric Limited (ACN 091 192 871).

Company Secretary means Mr Jarrod White.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company from time to time.

Eligible Entities as defined in Chapter 19 of the ASX Listing Rules.

Equity Securities includes a share, a right to a share or option, an option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

First Tranche Placement Shares has the meaning set out in section 1.1 of the Explanatory Memorandum.

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.

Placement means the placement as announced to the market on 8 July 2020 to raise approximately $1,500,000.

Placement Participants means various sophisticated and professional investors as identified by the lead manager appointed for the Placement being Barclay Pearce Capital Pty Ltd ACN 634 843 735.

Placement Shares has the meaning set out in section 1.1 of the Explanatory Memorandum.

Proxy Form means the proxy form accompanying the Notice.

Related Party as defined in Chapter 19 of the ASX Listing Rules.

Resolution means a resolution set out in the Notice.

Second Tranche Placement Shares has the meaning set out in section 1.1 of the Explanatory Memorandum.

Securities as defined in Chapter 19 of the ASX Listing Rules.

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

Shareholder means a holder of a Share.

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ACN 091 192 871

LODGE YOUR VOTE

Driving Big Mobility

ONLINE  www.linkmarketservices.com.au BY MAIL  iSentric 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; or Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of iSentric 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 Extraordinary General Meeting of the Company to be held at 10:30am (AEST) on Monday, 24 August 2020 at Thomson Geer, Level 14, 60 Martin Place, Sydney NSW (the Meeting ) and at any postponement or adjournment of the Meeting.

You can view and download the Notice of General Meeting and Explanatory Statement at the Company’s website at http://www.isentric.com/index.php/investor-relations/important-notices/2020EGMNotice

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 * 1 Ratification of prior issue of first tranche placement shares

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• 2 Approval of issue of second tranche placement shares

• 3 Ratification of prior issue of 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).

ICU PRX2001A

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

APPOINTMENT OF PROXY

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.

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.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of 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 do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the 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

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am (AEST) on Saturday, 22 August 2020, 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.

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

• 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).

BY MAIL



iSentric 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

or

Level 12 680 George Street Sydney NSW 2000

• During business hours (Monday to Friday, 9:00am–5:00pm)

• (b) return both forms together.

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.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the 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.

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” must 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 EXTRAORDINARY GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.