POINTERRA LIMITED — AGM Information 2021

Nov 7, 2021

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Pointerra Limited ABN 39 078 388 155

Notice of Annual General Meeting Explanatory Statement

and

Proxy Form

Date of Meeting Monday, 6 December 2021

Time of Meeting 2.00 pm (WST)

Place of Meeting Ground Floor, London House 216 St Georges Terrace Perth WA 6000

Pointerra Limited

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Pointerra Limited ( Pointerra or the Company ) will be held on Monday, 6 December 2021, commencing at 2.00 pm (WST) at Ground Floor, London House, 216 St Georges Terrace, Perth, Western Australia.

The enclosed Explanatory Statement accompanies and forms part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

Accounts and Reports

To receive and consider the annual financial report for the financial year ended 30 June 2021, together with the reports by directors and auditors thereon.

1. Resolution 1: Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report set out in the Company’s 2021 Annual Report for the financial year ended 30 June 2021 be adopted.

Note: The vote on this resolution is advisory only and does not bind the directors of the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. Resolution 2: Re-election of Director Mr Paul Farrell

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

That for the purpose of clause 13.2 of the Company’s Constitution, Listing Rule 14.5 and for all other purposes, Mr Paul Farrell, a Director, retires by rotation, being eligible, offers himself for re-election, is re-elected as a Director.

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SPECIAL BUSINESS

3. Resolution 3: Ratification of Prior Issue of Shares (8 June 2021)

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 for all other purposes, shareholders ratify the prior issue by the Company of 2,583,092 Shares to the parties and 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 by a person who participated in the issues and any associates of those persons.

However, the Company need not disregard a vote cast in favour of this Resolution if it cast by:

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

• (b) the Chair 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 holder 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 holder 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 holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4: Approval of 7.1A Mandate

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

That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement forming part of this Notice.

5. Resolution 5: Adoption of Securities Incentive 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 Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Securities Incentive Plan and for the issue of up to a maximum of 33,890,310 securities under that Plan, 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 by a person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of this Resolution if it cast by:

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

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• (b) the Chair 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 holder 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 holder 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 holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting at General Meeting

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 at 4.00pm (WST) on 3 December 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Meeting.

BY ORDER OF THE BOARD

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N J Bassett

Company Secretary

2 November 2021

Pointerra Limited

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EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Pointerra Limited (“ the Company ”) in connection with the business to be conducted at the annual general meeting of Shareholders to be held at Ground Floor, London House, 216 St Georges Terrace, Perth, Western Australia on Monday, 6 December 2021 at 2.00pm (WST).

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Meeting.

1.1 2021 ANNUAL REPORT

In accordance with the requirements of the Company’s Constitution and the Corporations Act, the 2021 Annual Report will be tabled at the annual general meeting. Shareholders will have the opportunity of discussing the Annual Report and making comments and raising queries in relation to the Report. There is no requirement for a formal resolution on this item.

Representatives from the Company’s auditors, Hall Chadwick WA Audit Pty Ltd, will be present to take shareholders’ questions and comments about the conduct of the audit and the preparation and content of the audit report.

1.2 Annual Report Online

Shareholders who have not elected to receive a hard copy of the Annual Report can access the report on the company’s website at www.pointerra.com.

2. ADOPTION OF REMUNERATION REPORT – Resolution 1

2.1 General

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors’ Report for the year ended 30 June 2021 contains the Remuneration Report which sets out the remuneration policy for the Company and reports on the remuneration arrangements in place for the Directors and Key Management Personnel.

Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2.2 Voting consequences

If at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( “Spill Resolution ”) at the second annual general meeting.

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the extraordinary general meeting (“ Spill Meeting ”) within 90 days of the second annual general meeting.

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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3. RE-ELECTION OF DIRECTOR – Resolution 2

3.1 General

Resolution 2 relates to the re-election of Mr Paul Farrell as a Director.

ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Paul Farrell, who has served as a director since 9 November 2018, and was last re-elected on 28 November 2019, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Farrell is the Managing Director of NGIS Australia, which was established in 1993 and has grown from being a boutique map maker and digitising house to an integrated provider of mapping and location-based technology solutions to large enterprise nationally and internationally, working with globally recognised technology companies such as Google.

Mr Farrell has tertiary qualifications in both Science and Management, completing an MBA in 2005. Outside of NGIS, Paul is involved and has sat on many private, government and research boards including the WA Regional Development Trust and Frontier SI. He is a past National Chairman of SIBA (Spatial Industry Business Association) and Vice-Chair of the AIIA (Australian Information Industry Association) in WA.

3.3 Independence

If re-elected the Board considers Mr Farrell will be an independent Director.

3.4 Board recommendation

The Board has reviewed Mr Farrell’s performance since his appointment to the Board and considers that Mr Farrell’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, all the Directors, except for Mr Farrell, recommend that Shareholders vote in favour of Resolution 2.

4. RATIFICATION OF PRIOR ISSUE OF SHARES (8 June 2021) – Resolution 3

4.1 General

On 30 April 2021, the Company announced the proposed acquisition of the business assets and undertakings (“ Acquisition ”) of US drone based digital asset management business, Airovant LLC. The agreed purchase consideration was US$1 million to be satisfied by the issue of 2,583,092 Pointerra Shares to the vendors of the business assets and undertakings of Airovant LLC .

On 7 June 2021, the Company announced the settlement of the Acquisition, for the issue of 2,583,092 Shares (“ Consideration Shares ”). The number of Consideration Shares issued was based on the closing price of Pointerra Shares and the US$/A$ exchange rate at the date of execution of the Business and Assets Sale Agreement (4 June 2021).

The 2,583,092 Consideration Shares were issued on 8 June 2021. 1,292,546 Consideration Shares are subject to voluntary escrow for a period of 12 months from the date of issue.

The Company issued the Shares utilising its 15% share issue capacity (see Section 4.2 for more information on Listing Rule 7.1 and the 15% share issue capacity). By doing so, the Company’s capacity to issue further Equity Securities without Shareholder approval within those limits was accordingly reduced.

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Resolution 3 seeks Shareholder ratification for the prior issue of the Share to the vendors of the business assets and undertakings of Airovant LLC. It 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 the Resolution.

4.2 Listing Rules 7.1and7.4

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 the fully paid ordinary shares it had on issue at the start of that period (“ 15% Capacity ”).

Listing Rule 7.4 provides that where an entity in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been approved under Listing Rule 7.1, and so does not reduce the Company’s capacity to issue further Equity Securities without shareholder approval under that rule.

4.3 Technical information required by Listing Rule 14.1A

By approving the ratification of this previous issue, the Company will retain the flexibility to issue equity securities in the future within the limits of Listing Rules 7.1 up to its 15% capacity, without needing to seek further Shareholder approval. The Consideration Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

If Resolution 3 is not passed, the Consideration Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1 and effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Consideration Shares.

4.4 Specific Information required by Listing Rule 7.5

The following information is provided in relation to Resolution 3 for the purposes of Listing Rule 7.5:

• (a) 2,583,092 Shares were issued under the Company’s Listing Rule 7.1 15% Capacity on 8 June 2021;

• (b) 2,583,092 Shares were issued at $0.505 per Share. The Company has not and will not receive any other consideration for the issue of the Consideration Shares;

• (c) the Shares are fully paid ordinary shares in the capital of the Company and rank equally with all other Shares on issue in the Company;

• (d) the Shares were issued to the vendors (none of whom are related parties of the Company) of the business assets and undertakings of Airovant LLC in equal proportions:

• (i) Jonathan Montague – 645,773 Shares;

• (ii) Logan McConnell – 645,773 Shares;

• (iii) Ori Paamoni – 645,773 Shares;

• (iv) Matthew Boyd – 645,773 Shares;

• (e) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients identified in subparagraph (d) were issued more than 1% of the issued capital of the Company;

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• (f) No funds were raised from the issue. The Shares were issued as consideration for the acquisition of the business and undertakings of Airovant LLC, as announced to the market on 30 April 2021; and

• (g) The Consideration Shares were issued under the Business and Assets Sale Agreement. A summary of the material terms of the Business and Assets Sale Agreement is set out in Schedule 1.

4.5 Voting exclusion

A voting exclusion statement is included in the Notice.

4.6 Directors’ Recommendation

The Directors unanimously recommend Shareholders vote in favour of Resolution 3.

5. APPROVAL OF 7.1A MANDATE - Resolution 4

5.1 Background

Resolution 4 seeks Shareholder approval for an additional placement capacity under ASX Listing Rule 7.1A ( 7.1A Mandate ).

If approved, Resolution 4 would enable the Company to issue additional Equity Securities (calculated below) over a 12-month period without obtaining Shareholder approval.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without approval of its shareholders over any 12-month period to 15% of the fully-paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An “eligible entity” means an entity which is not included in the S&P/ASX 300 index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $288,067,637 (based on the number of Shares on issue and the closing price of Shares on the ASX on 27 October 2021.

Resolution 4 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 4 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 4 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Information on the 7.1A Mandate

(a) Quoted securities

Any Equity Securities issued under the 7.1A Mandate must be in the same class as an existing class of Equity Securities of the Company that are quoted on ASX.

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As at the date of this Notice, the Company has one class of Equity Securities quoted on ASX, being its Shares (ASX Code: 3DP) .

(b) Formula for 7.1A Mandate

If this Resolution 4 is passed, the Company may issue or agree to issue, during the 12month period after this Meeting, the number of Equity Securities calculated in accordance with the formula in Listing Rule 7.1A.2, set out below:

7.1A Mandate = (A x D) – E

where:

• A = the number of fully-paid ordinary securities on issue at the commencement of the relevant period:

• plus the number of fully-paid ordinary securities issued in the relevant period under an exception in ASX Listing Rule 7.2 other than exception 9, 16, or 17;

• • plus the number of fully-paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

  • the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• plus the number of fully-paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

  • the agreement was entered into before the commencement of the relevant period; or

  • the agreement or issue was approved, or taken under the Listing Rules to have been approved under Listing Rule 7.1 or 7.4;

• plus the number of fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or ASX Listing Rule 7.4;

• plus the number of partly-paid ordinary securities that became fully-paid in the relevant period;

• less the number of fully-paid ordinary securities cancelled in the relevant period;

• D = 10%; and

• E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

5.2 Technical information required by ASX Listing Rule 7.1A

In accordance with Listing Rule 7.3A, the following information is provided in relation to the proposed approval of the 7.1A Mandate:

(a) Period for which the approval will be valid

The 7.1A Mandate would commence on the date of the Meeting and expire on the first to occur of the following:

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• (i) the date that is 12 months after this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) the time and date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

(b) Minimum price at which equity securities may be issued

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of the Company’s securities and issued for cash consideration per security which is not less than 75% of the VWAP for securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

• (ii) if the securities are not issued within 10 trading days of the above date, the date on which the Equity Securities are issued.

• (c) Purposes for which the funds raised by an issue of equity securities may be used

The Company may issue Equity Securities under the 7.1A Mandate for cash consideration only, and the Company intends to apply funds raised towards the global commercialisation of its proprietary 3D technology solution to support digital asset management activities across a range of sectors; potential new asset or investment acquisitions; and general working capital (including corporate and administration costs).

(d)

Risk of economic and voting dilution

If Resolution 4 is passed and the Company issues Equity Securities under the 7.1A Mandate, there is a risk to existing Shareholders of economic and voting dilution, including the risk that:

• (i) the market price for Equity Securities in the same class may be significantly lower on the issue date of the new Equity Securities than on the date of this Meeting; and

• (ii) the new Equity Securities may be issued at a price that is at a discount to the market price for Equity Securities in the same class on the issue date.

The table below identifies the potential dilution to existing Shareholders following the issue of Equity Securities under the 7.1A Mandate (based on the formula in 7.1A.2 as set out above) using different variables for the number of issued Shares and the market price of Shares.

The numbers are calculated on the basis of the latest available market price of Shares before the date of this Notice and the current number of Shares on issue.

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Number of Shares on Issue		Dilution	Dilution
	Number of Shares issued under 7.1A Mandate	Funds raised based on issue price of $0.213 (50% decrease in issue price)	Funds raised based on issue price of $0.425 (issue price)	Funds raised based on issue price of $0.85 (100% increase in issue price)
677,806,204 (Current)	67,780,620	$14,437,272	$28,806,763	$57,613,527
1,016,709,306 (50% increase)	101,670,931	$21,655,908	$43,210,145	$86,420,290
1,355,612,408 (100% increase)	135,561,241	$28,874,544	$57,613,527	$115,227,054

Notes: The above table has been prepared on the following bases/assumptions:

1. There are currently 677,806,204 on issue as at the date of this Notice.

2. The issue price set out above is the closing market price of Shares on the ASX on 27 October 2021 being $0.425.

3. The Company issues the maximum number of Equity Securities available under the 7.1A Mandate.

4. Existing Shareholders’ holdings do not change from the date of this Meeting to the date of the issue under the 7.1A Mandate.

5. The Company issues Shares only and does not issue other types of Equity Securities (such as Options) under the 7.1A Mandate.

6. The impact of additional issues of securities under ASX Listing Rule 7.1 or following the exercise of Options is not included in the calculations.

7. Economic dilution for the table above is calculated using the following formula:

ED = (MP - (NMC / TS)) / MP

where:

• MC = market capitalisation prior to issue of Equity Securities, being the MP multiplied by the number of Shares on issue;

• MP = the market price of Shares traded on ASX, expressed as in dollars;

• NMC = notional market capitalisation, being the market capitalisation plus the NSV;

• NSV = new security value, being the number of new Equity Securities multiplied by the issue price of those Equity Securities; and

• TS = total Shares on issue following new Equity Security issue.

• (e) Allocation policy

The Company’s allocation policy for the issue of Equity Securities under the 7.1A Mandate will depend on the prevailing market conditions at the time of the proposed issue. The allottees will be determined on a case-by-case basis having regard to the factors such as:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing Shareholders can participate;

• (ii) the effect of the issue of the new Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

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• (iv) advice from corporate and other advisors.

As at the date of this Notice, the Company has not identified any proposed allottees of Equity Securities using the 7.1A Mandate. However, the eventual allottees may include existing substantial Shareholders, other Shareholders and/or new investors.

None of the allottees will be a related party or an associate of a related party of the Company, except as permitted under ASX Listing Rule 7.2. Existing Shareholders may or may not be entitled to subscribe for Equity Securities under the 7.1A Mandate and it is possible that their shareholding will be diluted.

(f)

Issues under Listing Rule 7.1A.2 in previous 12 months

The Company did not seek or obtain approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 25 November 2020 ( Previous Approval ). Accordingly, no issues have been made under Listing Rule 7.1A in the past 12 months.

5.3 Voting Exclusion

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5.4 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4 as it will give the Company the flexibility to raise and fund necessary working capital whilst preserving the Company’s cash reserves

6. ADOPTION OF SECURITIES INCENTIVE PLAN - RESOLUTION 5

6.1 General

Resolution 5 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Securities Incentive Plan” ( Securities Plan ) and for the issue of securities under the Securities Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Securities Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Securities Plan and the future issue of securities under the Securities Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

6.2

Listing Rules 7.1 and Listing Rule 7.2 Exception 13(b)

As summarised in Section 5.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 5 is passed, the Company will be able to issue securities under the Securities Plan to eligible participants over a period of 3 years from the date of the Meeting. The issue of any

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securities to eligible participants under the Securities Plan (up to the maximum number of securities stated in Section 6.3(c) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Securities Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 5 is not passed, the Company will be able to proceed with the issue of securities under the Securities Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of the securities.

6.3 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 5:

• (a) a summary of the key terms and conditions of the Securities Plan is set out in Schedule 2;

• (b) [the Company has not issued any securities under the Securities Plan as this is the first time that Shareholder approval is being sought for the adoption of the Securities Plan]; and

• (c) the maximum number of securities proposed to be issued under the Securities Plan, following Shareholder approval, is 33,890,310 securities. It is not envisaged that the maximum number of securities for which approval is sought will be issued immediately.

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DEFINITIONS

• 7.1A Mandate has the meaning given in Section 5.1.

ASX means ASX Limited ABN 98 008 624 691.

ASIC means the Australian Securities & Investments Commission.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Explanatory Statement means this Explanatory Statement.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rules means the official listing rules of ASX.

Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting means the notice of annual general meeting which forms part of this Explanatory Statement.

Option means an option to acquire a Share.

Pointerra or the Company means Pointerra Limited ABN 39 078 388 155.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2021.

Section means a section of the Explanatory Statement.

Securities Plan means the Company’s employee incentive scheme entitled “Securities Incentive Plan” the subject of Resolution 5, as summarised in Schedule 2.

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

Shareholder means a holder of a Share.

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

Pointerra Limited

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S C H E D UL E 1 – SU M M A R Y OF T H E B U S IN E S S A ND A S S E T S S AL E A G R E E M E NT

As mentioned in Section 4.4(g) above, the Company has entered into a Business and Assets Sale Agreement pursuant to which the Company has agreed to issue Shares to Airovant LLC ( Airovant ) in exchange for acquiring its business assets and undertakings ( Agreement ).

The business assets and undertakings of Airovant acquired by the Company include existing customer contracts and relationships as well as intellectual property in the form of technology applications for the extraction of actionable digital asset management information from drone-based 2D data.

A summary of the material terms of the Agreement is set out below:

• (a) The total purchase consideration is US$1 million.

• (b) The Company has resolved to issue to Airovant 2,583,092 Shares under the Agreement. The number of Shares to be issued to Airovant has been calculated based on the closing price of the Company’s Shares and the AUD/USD exchange rate on 4 June 2021. 1,292,546 Shares will be subject to voluntary escrow for a period of 12 months from the date of issue.

The Company has entered into employment agreements with the four Airovant founder employees. These employment agreements include an offer made pursuant to the Company’s Securities Incentive Plan for the issue of 2 million Shares to each of the four Airovant employees (8 million shares in total), with the Shares vesting in three equal tranches of 666,667 Shares over a three-year period on the anniversary of 1, 2 and 3 years continuous employment with the Company.

Pointerra Limited

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S C H E D UL E 2 – TERMS AND CONDITIONS OF THE COMPANY’S SECURITIES INCENTIVE PLAN

A summary of the terms of the Company’s Securities Incentive Plan ( Plan ) is set out below.

1. Awards

Award means an Option, a Performance Right, a Share Award and/or a Loan Funded Share, as the case may be.

Eligible Participant

Eligible Participant means:

• (a) any Director or a person who is a full-time or part-time employee of the Company or its Related Bodies Corporate who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Awards under the Plan; or

• (b) any other person providing services to the Group and who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Awards under the Plan.

Plan administration

The Plan will be administered by the Board in accordance with the Plan rules.

Purpose

The purpose of the Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to Shareholder value creation; and

• (c) align the interests of Eligible Participants with Shareholders by providing an opportunity to Eligible Participants to earn rewards via an equity interest in the Company based on creating Shareholder value.

5.

Eligibility, invitation and application

The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for any (or any combination) of the different types of Awards on such terms and conditions as the Board decides.

On receipt of an Invitation, an Eligible Participant may apply for the Awards the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

1. Terms of Awards

The terms and conditions of Awards offered or granted under these Rules to each Eligible Participant will be determined by the Board in its sole and absolute discretion.

1. Grant of Awards

The Company will, to the extent that it has accepted a duly completed application, grant the Eligible Participant the relevant number of Awards, subject to the terms and conditions set out in the Invitation, the Plan rules and any ancillary documentation required.

Pointerra Limited

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8. Terms of Options and Performance Rights

Each Option and/or Performance Right ( Convertible Security ) represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

9.

Vesting of a Convertible Security

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

10. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Options (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the invitation or vesting notice.

The Board may determine in its sole and absolute discretion that a Participant will not be required to provide payment of the exercise price of Options, but that on exercise of the Options the Company will only allot and issue or transfer that number of Plan Shares to the Participant that are equal in value to the difference between the exercise price otherwise payable in relation to the Options and the then Market Value of the Plan Shares as at the time of the exercise (with the number of Plan Shares rounded down).

An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means:

• (a) in relation to Options and Performance Rights, a value determined by application of a valuation methodology approved by the Board; and

• (b) in relation to Share Awards, Loan Funded Shares and Plan Shares, the 'volume weighted average market price' (as that term is defined in the Listing Rules) per Share during the previous five trading days.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

Options must be exercised in multiples of 100 unless fewer than 100 Options are held by a Participant or the Board otherwise agrees.

Pointerra Limited

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11. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

12.

Forfeiture

The Board may determine, and set out in the Invitation, Forfeiture Conditions which apply to the Awards. Where such Forfeiture Conditions are met, unless the Board in its sole discretion determines otherwise, all unvested and vested Convertible Securities will automatically lapse and all unvested and vested Share Award or Loan Fund Shares will automatically be surrendered.

In addition, where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breaches his or her duties to the Group, the Board may in its discretion deem all Awards to be forfeited.

13. Change of control

If a change of control event occurs in relation to the Company, and unless the Board determines otherwise in its sole and absolute discretion, Awards granted will vest where vesting conditions and performance hurdles have been satisfied on a pro rata basis based on the period which has elapsed from the grant date to the change of control date. As determined by the Board, any Convertible Securities which do not vest in this way will automatically lapse and any Share Awards or Loan Funded Shares will automatically be surrendered.

14.

Adjustment for capital reconstructions

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the number of Awards each Participant holds and the exercise price of Options will be adjusted in accordance with the Listing Rules.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation rights in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Share Awards

The Board may from time to time make an invitation to an Eligible Participant to acquire Share Awards under the Plan. The Board will determine in its sole and absolute discretion the acquisition price (if any) for each Share Award which may be nil. The Share Awards may be subject to performance hurdles and/or vesting conditions as determined by the Board.

Where Share Awards granted to a Participant are subject to performance hurdles and/or vesting conditions, the Participant's Share Awards will be subject to certain restrictions until the applicable performance hurdles and/or vesting conditions (if any) have been satisfied, waived by the Board or are deemed to have been satisfied under these Rules.

Following the issue of a vesting notification to the Participant, the Share Awards held by the Participant will no longer be subject to any restrictions and may be transferred or sold by the Participant, subject to compliance with applicable laws, the Company’s Securities Trading Policy and the terms of the Plan.

Pointerra Limited

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17. Loan Funded Shares

The Board may from time to time make an invitation to an Eligible Participant to acquire Loan Funded Shares under the Plan. The Board will determine in its sole and absolute discretion the acquisition price (if any) for each Loan Funded Share which may be nil. The Loan Funded Shares may be subject to performance hurdles and/or vesting conditions as determined by the Board.

Where Loan Funded Shares granted to a Participant are subject to performance hurdles and/or vesting conditions, the Participant's Loan Funded Shares will be subject to certain restrictions until the applicable performance hurdles and/or vesting conditions (if any) have been satisfied, waived by the Board or are deemed to have been satisfied under these Rules.

Following the issue of a vesting notification to the Participant, the Loan Funded Shares held by the Participant will no longer be subject to any restrictions and may be transferred or sold by the Participant, subject to compliance with applicable laws, the Company’s Securities Trading Policy and the terms of the Plan.

When the Company makes an Invitation to an Eligible Participant to acquire Loan Funded Shares, the Company will also offer the Eligible Participant a Loan on terms and conditions to be determined by the Board, for the amount of the acquisition price of the Loan Funded Shares, for the purposes of acquiring all or part of the Loan Funded Shares the subject of the invitation.

The loan amount may accrue interest as determined by the Board.

A Participant may repay all or part of a Loan at any time before the expiration of the Loan term, and at the expiration of the Loan term the Participant must immediately repay all of the Loan.

18. Rights Attaching to Share Awards, Loan Funded Shares and Plan Shares

Any Share Awards, Loan Funded Shares and/or Plan Shares allotted, issued or transferred by the Company to a Participant under the Plan will rank equally with all existing Shares on and from the date of allotment, issue or transfer, including in respect of all rights and bonus issues.

A Participant will have a vested and indefeasible entitlement to any dividends declared and distributed by the Company on any Share Awards, Loan Funded Shares and/or Plan Shares which, at the record date for determining entitlement to those dividends, are standing to the account of the Participant.

The Participant may also participate in any dividend reinvestment plan operated by the Company in respect of Share Awards, Loan Funded Shares (provided the Loan has been fully repaid) and/or Plan Shares held by the Participant.

19.

Disposal restrictions

If the invitation provides that any Share Awards, Loan Funded Shares and/or Plan Shares held by any Participants are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as Share Awards, Loan Funded Shares and/or Plan Shares held by any Participants are subject to any disposal restrictions under the Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that security; or

• (b) take any action if to do so would contravene applicable laws.

At all times, the Participant must comply with the Company’s Share Trading Policy.

Pointerra Limited

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20. Buy-back

Subject to applicable law, the Company may at any time buy-back Awards in accordance with the terms of the Plan.

21. Compliance with applicable law

No act will be done or determination made in accordance with the Plan rules where to do so would be a breach of any applicable laws, and where any such act is done or determination made it will be considered void and to the extent possible be unwound and of no effect in respect of Awards.

22. Amendment of Plan

Subject to the following paragraph, the Listing Rules and the Company’s constitution, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Awards that have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by the relevant Participant.

23. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely and may end any suspension. If the Plan is terminated or suspended for any reason, the Board must consider and endeavour to ensure that there is fair and equitable treatment of all Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Convertible Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Convertible Securities may be cancelled in the manner agreed between the Company and the Participant.

Pointerra Limited

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LODGE YOUR PROXY APPOINTMENT ONLINE

Pointerra Limited ABN 39 078 388 155

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ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2021 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Pointerra Limited and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, OR Meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting 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 law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Ground Floor, London House, 216 St Georges Terrace, Perth WA 6000 on 6 December 2021 at 2.00 pm (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 5 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	Resolutions For Against	Abstain*
	1 Adoption of Remuneration Report ◼ ◼	◼
STEP 2	2 Re-election of Director Mr Paul Farrell ◼ ◼ 3 Ratification of Prior Issue of Shares (8 June 2021) ◼ ◼ 4 Approval of 7.1A Mandate ◼ ◼	◼ ◼ ◼
	5 Adoption of Securities Incentive Plan ◼ ◼	◼
	* If you mark the Abstain box for a particular Resolution, 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)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should 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).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
	remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

This form shows your address as it appears on 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.

APPOINTMENT OF A PROXY

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

CORPORATE REPRESENTATIVES

If a representative of a nominated 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 Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1 and 5, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1 and 5.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each 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.

COMPLIANCE WITH LISTING RULE 14.11

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 2.00 pm (WST) on 4 December 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.