QORIA LIMITED — AGM Information 2021

Jul 6, 2021

Family Zone Cyber Safety Limited ACN 167 509 177

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at 945 Wellington Street, West Perth on Thursday, 5 August 2021 at 9.00am (WST).

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

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary on +61 8 9322 7600.

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Family Zone Cyber Safety Limited (Company) will be held at 945 Wellington Street, West Perth on Thursday 5 August 2021 at 9.00am (WST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

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 as Shareholders on 3 August 2021 at 5pm (WST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 5.

AGENDA

1. Resolution 1 – Ratification of issue of Placement Shares under Listing Rule 7.1 capacity

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 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 42,990,654 Placement Shares to the Placement Participants each at an issue price of $0.535 on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Placement Participants or any associates of those persons.

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; or
• (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 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.

2. Resolution 2 – Ratification of the agreement to issue Shares to Verite

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 7.4 and for all other purposes, Shareholders approve and ratify the agreement to issue up to 5,500,000 Shares to Verite (and/or its nominee) pursuant to the Net Ref Business Sale Agreement on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Verite (and/or its nominee) or any associates of Verite (and/or its nominee).

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; or
• (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 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.

Dated 7 July 2021 BY ORDER OF THE BOARD

Tim Levy Managing Director

ACN 167 509 177

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 945 Wellington Street, West Perth on Thursday 5 August 2021 at 9.00am (WST).

This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
• (b) a proxy need not be a member of the Company; and
• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

3. Resolutions 1– Ratification of Placement Shares

3.1 General

On 25 June 2021 the Company announced it had received commitments for a placement of 42,990,654 Shares (Placement Shares) each at an issue price of $0.535, to raise $23 million before costs (Placement).

The Placement Shares were issued on 1 July 2021 within the Company's 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

The funds raised from the Placement will be principally applied towards continued expansion of the Family Zone team to deliver great customer experiences and acceleration of growth, the acquisition, integration and expansion of the Net Ref Business (refer to Section 4.1 for further details), potential strategic acquisitions and general working capital.

3.2 ASX Listing Rule 7.4

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 set out various types of equity issues that are excluded from the operation of Listing Rule 7.1. The issue of the Placement Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made (pursuant to Listing Rule 7.1). If they do, the issue is taken 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.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 1 seeks Shareholder ratification of the issue of the Placement Shares (which were issued pursuant to the Company's 15% capacity under Listing Rule 7.1) under and for the purposes of Listing Rule 7.1.

If Resolution 1 is passed, the issue of the Placement Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 1 is not passed, the issue of the Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

3.3 Information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) On 1 July 2021, 42,990,654 Shares were issued pursuant the Placement using the Company's capacity under Listing Rule 7.1;
• (b) The Placement Shares were issued to the following persons:
  • (i) clients of the joint lead managers to the Placement, Argonaut Securities Pty Limited, Shaw Partners Limited and Euroz Hartley's Ltd (Joint Lead Managers), comprising various professional, sophisticated and institutional investors none of whom are a related party of the Company; and

(ii) existing investors, including substantial shareholders Regal Funds Management Pty Ltd and McCusker Holdings Pty Ltd and other professional, sophisticated and institutional investors, none of whom are a related party of the Company.

(the Placement Participants)

When selecting and determining the allocation of the Placement Shares, the Company and the Joint Lead Managers considered the size of the proposed investment, whether they were existing and/or strategic investors, institutional or retail investors and their previous support of capital raisings undertaken by the Company.

• (c) The Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.
• (d) The Placement Shares were issued at $0.535 each.
• (e) The issue of the Placement Shares raised $23 million (before costs). The funds raised from the issue of the Placement Shares will be principally applied towards continued expansion of the Family Zone team to deliver great customer experiences and acceleration of growth, the acquisition, integration and expansion of the Net Ref Business (refer to Section 4.1 for further details), potential strategic acquisitions and general working capital.
• (f) A voting exclusion statement is included in the Notice.

4. Resolutions 2 – Ratification of agreement to issue Shares to Verite

4.1 General

On 25 June 2021 the Company announced it had entered into a non-binding letter of intent to acquire the NetRef business. Subsequently on 30 June 2021 the Company finalised a formal binding agreement with Verite (NetRef Business Sale Agreement) to acquire the NetRef technology together with an exclusive, perpetual licence to use NetRef, and associated assets required to operate NetRef including all business names, intellectual property rights, service contracts, selected staff and the vendor's existing customer contracts relating to NetRef (NetRef Business).

Verite, is a wholly-owned subsidiary of Verite Group, Inc., a US-based boutique software developer (VGI) which is a new entrant in the US school safety market with its comprehensive classroom management and learning analytics tool growing swiftly to support in excess of 250,000 students.

4.2 A summary of the material terms of the NetRef Business Sale Agreement

The material terms of the NetRef Business Sale Agreement are outlined below:

• (a) Family Zone will acquire the NetRef Business including an exclusive, royalty-free licence to use the NetRef technology in perpetuity.

• (b) The VGI group agrees not to compete against the NetRef technology in the field of K-12 education and parental controls for a period of 2 years from completion.

• (c) The total consideration payable by Family Zone for the acquisition of the NetRef Business is an agreed amount calculated by applying a fixed multiple to the annual recurring revenue of customer contracts of the Net Ref business (ARR) at 31 December 2021 (Consideration). ARR is determined based on the annual value of NetRef contracts existing at 30 June 2021 plus new contracts added, less cancelled contracts by 31 December 2021. Consideration is only payable where contracts are in place at 30 June 2021 or where entered into after that date if they are for a minimum of 12 months.

• (d) Total Consideration is anticipated to be USD4.325 million (AUD5.8m) assuming the NetRef Business achieves an ARR of USD850,000 by 31 December 2021. Consideration is paid in three tranches comprising an initial payment plus two trailing payments to account for customers converted from the NetRef pipeline during this trailing period as outlined below:

  • (i) (First Tranche Consideration) The First Tranche Consideration is calculated by applying a fixed multiple to the Net Ref Business ARR at 30 June 2021. The First Tranche Consideration is payable on or before 31 July 2021. The First Tranche Consideration was paid on 1 July 2021 with 2,155,354 Shares issues to Verite (First Tranche Consideration Shares);
  • (ii) (Second Tranche Consideration) The second tranche consideration is calculated by applying a fixed multiple to the Net Ref Business ARR at 30 September 2021 less the First Tranche Consideration. The Second Tranche Consideration is payable on or before 1 November 2021, subject to the Maximum Consideration Shares cap.
  • (iii) (Third Tranche Consideration) The third tranche consideration is calculated by applying a fixed multiple to the Net Ref Business ARR at 31 December 2021 less the First Tranche Consideration and the Second Tranche Consideration. The Third Tranche Consideration is payable on or before 31 January 2022 subject to the Maximum Consideration Shares cap.

• (e) Each payment of the Consideration is payable 50% in cash and 50% in fully paid ordinary shares in Family Zone (Consideration Shares). The number of Consideration Shares to be issued will be calculated using the 30-day VWAP of the Company's share prior to the issue date of the Consideration Shares.

• (f) The maximum number of Consideration Shares that can be issued is capped at 5,500,000 Shares (Maximum Consideration Shares), representing a maximum of dilution 1.25% of the Company's share capital following the issue of the Placement Shares. The maximum number of Third Tranche Consideration Shares that currently may be issued is 3,344,646 Shares (being the Maximum Consideration Shares less the First Tranche Consideration Shares issued on 1 July 2021)1 .

• (g) Consideration Shares will be subject to voluntary escrow for 6 months from the date of issue.

• (h) The agreement includes a 3 month handover to 30 September 2021 and technical support for 12 months.

• (i) The agreement includes transfer of staff and obligations subject to suitable employment arrangements being negotiated during the handover period.

• (j) The Proposed Acquisition will be conditional on satisfaction of conditions precedent including:

  • (i) Family Zone conducting due diligence in relation to the NetRef Business and being satisfied with the results of such due diligence in its absolute discretion;
  • (ii) the parties obtaining all regulatory approvals for the Proposed Acquisition;
  • (iii) there being no material adverse effect on the NetRef Business; and

1 As at the date of this Notice the number of Second Tranche Consideration Shares to be issued is unknown and therefore the maximum number of Third Tranche Consideration Shares that may be issued assumes no Second Tranche Consideration Shares are issued.

• (iv) the vendor not having breached any warranty given by it under the acquisition agreement.
• (k) The vendor will give comprehensive warranties in relation to the NetRef Business.
• (l) The parties will make such other representations and warranties which are customary for a transaction of this nature.

4.3 ASX Listing Rule 7.4

Listing Rule 7.1 provides that a company must not (subject to specified exceptions), without the approval of shareholders, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 set out various types of equity issues that are excluded from the operation of Listing Rule 7.1. The issue of the Consideration Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Consideration Shares.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made (pursuant to Listing Rule 7.1). If they do, the issue is taken 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.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, Resolution 2 seeks Shareholder ratification of the agreement to issue up to the Maximum Consideration Shares (which were agreed to be issued pursuant to the Company's 15% capacity under Listing Rule 7.1) under and for the purposes of Listing Rule 7.1.

If Resolution 2 is passed, the Maximum Consideration Shares agreed to be issued will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of agreement to issue up to the Maximum Consideration Shares.

If Resolution 2 is not passed, the Maximum Consideration Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the date of agreement to issue up to the Maximum Consideration Shares.

4.4 Information required by Listing Rule 7.5

The following information is provided for the purposes of Listing Rule 7.5:

• (a) The Consideration Shares will be issued to Verite (and/or its nominee), which is not a related party of the Company, pursuant to the NetRef Business Sale Agreement.

• (b) The Company has agreed to issue up to a maximum of 5,500,000 fully paid ordinary shares pursuant to the NetRef Business Sale Agreement.

• (c) The Consideration Shares (comprising the First Tranche Consideration Shares, the Second Tranche Consideration Shares and the Third Tranche Consideration Shares) are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The First Tranche Consideration Shares were issued on 1 July 2021 and the Second Tranche Consideration Shares will be issued on or before 1 November 2021. The Company has sought (and been granted) a waiver from ASX Listing Rule 7.5.4 permitting it to not state that the Third Tranche Consideration is to be issued within 3 months of the date of the Meeting on the following conditions:

  • (i) The Third Tranche Consideration Shares are issued within 60 days after 31 December 2021;
  • (ii) The terms and conditions for the issue of the Third Tranche Consideration Shares are not varied;
  • (iii) For any annual reporting period during which any of the Third Tranche Consideration Shares have been issued or any of them remain to be issued, the Company's annual report sets out the number of Third Tranche Consideration Shares issued in that annual reporting period or the number of Third Tranche Consideration Shares that remain to be issued and the basis on which the Third Tranche Consideration Shares may be issued;
  • (iv) In any half year report or quarterly report for a period during which any of the Third Tranche Consideration Shares have been issued or remain to be issued, the Company must include a summary statement of the number of Third Tranche Consideration Shares issued during the reporting period or the number of Consideration Shares that remain to be issued and the basis on which the Consideration Shares may be issued; and
  • (v) The Notice contains the maximum number of Third Tranche Consideration Shares to be issued (refer to Section 4.2(f)), the full terms and conditions for the issue of the Third Tranche Consideration Shares (refer to Section 4.2(d)(iii)) as well as the conditions of this Listing Rule 7.5.4 waiver.

• (e) The Consideration Shares are being issued to Verite (and/or its nominee) as part payment for the acquisition of the NetRef Business pursuant to the NetRef Business Sale Agreement, therefore no funds will be raised from the issue.

• (f) Material terms of the NetRef Business Sale Agreement are set out in Section 4.1.

• (g) A voting exclusion statement is included in the Notice.

5. Definitions

$ means Australian Dollars.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

ARR has the meaning given in Section 4.2(c)

Board means the board of Directors.

Business Day has the same meaning as defined in Chapter 19 of the Listing Rules.

Chair means the chair of this Meeting.

Company means Family Zone Cyber Safety Limited ACN 167 509 177.

Consideration Shares has the meaning given in Section 4.1(h).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

First Tranche Consideration has the meaning given in Section 4.1(f)(i). Explanatory Memorandum means the explanatory memorandum attached to the Notice. Listing Rules means the listing rules of ASX. Maximum Consideration Shares has the meaning given in Section 4.1(h). Meeting has the meaning in the introductory paragraph of the Notice. NetRef Business has the meaning given in Section 4.1. NetRef Business Sale Agreement has the meaning given in Section 4.1. Notice means this notice of meeting. Option means an option to acquire a Share. Placement has the meaning given in Section 3.1. Placement Participants has the meaning given in Section 3.2(b). Placement Shares has the meaning given in Section 3.1. Proxy Form means the proxy form attached to the Notice. Resolution means a resolution contained in this Notice. Second Tranche Consideration has the meaning given in Section 4.1(f)(ii) Section means a section contained in this Explanatory Memorandum. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company. Third Tranche Consideration has the meaning given in Section 4.1(f)(iii) Total Consideration has the meaning given in 4.1(c). VWAP means volume weighted average price. Verite means Verite Educational Services LLC. VGI has the meaning given in Section 4.1. WST means Western Standard Time, being the time in Perth, Australia. In this Notice, words importing the singular include the plural and vice versa.

Family Zone Cyber Safety Limited | ABN 33 167 509 177

Proxy Voting Form

If you are attending the meeting in person, please bring this with you for Securityholder registration.

Holder Number:

Your proxy voting instruction must be received by 9.00am (WST) on Tuesday, 3 August 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1-APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or bodu corporate. A proxu need not be a Shareholder of the Companu. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking 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 SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

Bu providing uour email address, you elect to receive all communications despatched bu the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automic.com.au.

Lodging your Proxy Voting Form:

Online:

Use your computer or smartphone to appoint a proxu at https://investor.automic.com.au/#/loginsah

or scan the QR code below using your smartphone

Login & Click on 'Meetings'. Use the Holder Number as shown at the top of this Proxy Voting Form.

BY MAIL: Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sudney NSW 2000

BY EMAIL:

meetings@automicgroup.com.au

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBCHAT: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote
APPOINT A PROXY:(WST) on Thursday, 5 August 2021 at 945 Wellington Street, West Perth hereby:	I/We being a Shareholder entitled to attend and vote at the General Meeting of Family Zone Cyber Safety Limited, to be held at 9.00am
	Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the boxprovided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if noperson is named, the Chair, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given,and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
Chair's voting intention.	The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.Unless indicated otherwise by ticking the "for"," against" or "abstain" box you will be authorising the Chair to vote in accordance with the
STEP 2 - Your voting direction
Resolutions		For	Against Abstain
Ratification of issue of Placement Shares under Listing Rule 7.1 capacity1.
Ratification of the agreement to issue Shares to Verite$\overline{2}$ .
poll and your votes will not be counted in computing the required majority on a poll.	Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a
STEP 3 - Signatures and contact details
Individual or Securituholder 1	Securityholder 2Securityholder 3
Sole Director and Sole Company SecretaryContact Name:	Director / Company SecretaryDirector
Email Address:
Contact Daytime Telephone	Date (DD/MM/YY)
	By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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