QORIA LIMITED - AGM Information 2019

FAMILY ZONE CYBER SAFETY LIMITED ACN 167 509 177

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10am (WST) DATE : Monday, 4 November 2019 PLACE : The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia

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

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

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	9
Glossary	28
Schedule 1 – Terms and Conditions of Broker and Selling Options	30
Schedule 2 – Equity Securities Issued since 27 November 2018	32
Schedule 3 – Terms and Conditions of Director Options	36
Proxy Form	(attached)

IMPORTANT INFORMATION

Time and Place of Meeting

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on 4 November 2019 at The Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia.

Your Vote is Important

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

Voting Eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 10.00am (WST) on 2 November 2019.

Voting in Person

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

Voting by Proxy

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

Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member

appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then each proxy may exercise one-half of the votes.

Voting Prohibition by Proxy Holders

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment on Resolutions 1 and 13 if the person is either:

a member of the Key Management Personnel of the Company; or
a Closely Related Party of such a member, and

the appointment does not specify the way the proxy is to vote on Resolution 1.

However, the prohibition does not apply if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if Resolutions 1 and 13 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

BUS INESS O F THE ANNUAL GENERAL MEETING

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

AGENDA

FINANC IAL STATEMENTS AND REPORTS

To table and consider the Annual Report of the Company for the financial year ended 30 June 2019, which includes the Financial Report, the Director’s Report and the Auditor’s Report.

1. RESOLUTION 1 – ADOPT ION OF REMUNER AT ION 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 be adopted by the Shareholders on the terms and conditions in the Explanatory Statement.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion:

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

(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 the 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 O F DIRECTOR – CR ISPIN SWAN

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 6.3(c) of the Constitution and for all other purposes, Crispin Swan, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – RE-ELECTION O F DIRECTOR – PETER PAW LOWITSCH

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 6.3(j) of the Constitution and for all other purposes, Peter Pawlowitsch retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass, with or without amendment, 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 up to 10% of the issued capital of the Company (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.”

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the issue of Equity Securities under this Resolution or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – R AT IFICAT ION OF APR IL PLACEMENT SHARES ISSUED UNDER LIST ING R ULE 7.1

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 by the Company of 19,049,476 Shares, each at an issue price of $0.155, as part of the April Placement 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 or on behalf of any person who participated in the April Placement or any of their associates. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – R AT IFICAT ION OF APR IL PLACEMENT SHARES ISSUED UNDER LIST ING R ULE 7.1A

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 by the Company of 16,434,396 Shares, each at an issue price of $0.155, as part of the April Placement on the terms and conditions set out in the Explanatory Statement.”

accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. RESOLUTION 7 – RATIFIC ATION O F THE ISSUE OF BROKER OPT IONS

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 by the Company of 898,692 Broker Options (each exercisable at $0.235 on or before 21 May 2022) to the Blue Ocean Nominee 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 or on behalf of the Blue Ocean Nominee or any of its associates. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 8 – RATIFIC ATION O F THE CONS ULTANT SHARE ISSUE

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 by the Company of 500,000 Shares to the Consultant Nominee 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 or on behalf of the Consultant Nominee or any of its associates. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 9 – RATIFIC ATION OF TRANCHE 1 SEPTEMBER PLACEMENT SHARES ISSUED UNDER LIST ING RULE 7.1

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 by the Company of 4,423,426 Shares, each at an issue price of $0.14, as part of the September Placement 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 or on behalf of any person who participated in the September Placement or any of their associates. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

10. RESOLUTION 10 – RAT IFICAT ION O F TRANCHE 1 S EPTEMBER PLACEMENT SHARES ISSUED UNDER LIST ING RULE 7.1A

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 by the Company of 480,000 Shares, each at an issue price of $0.14, pursuant to the Tranche 1 September Placement on the terms and conditions set out in the Explanatory Statement.”

11. RESOLUTION 11 – APPROVAL O F TR ANCHE 2 SEPTEMBER PLACEMENT SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 29,025,146 Shares, each at an issue price of $0.14, pursuant to the Tranche 2 September Placement 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 or on behalf of and person who is expected to participate in, or who will obtain a material benefit as a result of, the September Placement (except a benefit solely by reason of being a Shareholder) or any associates of those persons. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

12. RESOLUTION 12 – AUTHORITY FOR PETER PAWLOWITSCH TO PARTIC IPATE IN THE TRANCHE 2 SEPTEMBER PLACEMENT

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

“That, for the purpose of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise Peter Pawlowitsch (and/or his nominees) to participate in the Tranche 2 September Placement to the extent of up to 3,571,428 Shares each at an issue price of $0.14 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 Peter Pawlowitsch (and/or his nominees), or any associates of those persons. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

13. RESOLUTION 13 – AUTHORITY TO ISSUE DIRECTOR OPT IONS TO PETER PAWLOWITSCH

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 10.14, and for all other purposes, approval is given for the Company to grant up to 3,000,000 Director Options (each exercisable at $0.21 within three years of the issue date) to Peter Pawlowitsch (and/or his nominees) under

the Company’s Employee Share Option Plan and on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any Director (other than a Director who is ineligible to participate in the Company’s Employee Share Option Plan), or any associates of those persons. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

14. RESOLUTION 14 – APPROVAL OF ISSUE O F SELLING OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue up to 1,748,100 Selling Options (each exercisable at $0.21 within three years of the issue date) 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 or on behalf of and person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Selling Options (except a benefit solely by reason of being a Shareholder) or any associates of those persons. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

15. RESOLUTION 15 – APPROVAL OF ISSUE O F ADVISOR OPTIONS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Directors to issue 1,000,000 Advisor Options (each exercisable at $0.21 within three years of the issue date) to BW Equities (and/or its nominees) 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 or on behalf of BW Equities (and/or its nominees), or any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Advisor Options (except a benefit solely by reason of being a Shareholder), or any associates of those persons. However, the Company need not disregard a vote if it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form, or, it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 1 OCTOBER 2019 BY ORDER OF THE BOARD

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TIM LEVY MANAGING DIRECTOR

EXPLANATORY STATEMENT

This Explanatory Statement should be read in conjunction with and forms part of the accompanying Notice of Meeting. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. ANNUAL REPORT

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting.

The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.familyzone.com/investor or on the ASX platform for “FZO” www.asx.com.au.

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

(a) discuss the Annual Report for the financial year ended 30 June 2019;
(b) ask questions or make comment on the management of the Company;
(c) ask questions about, or make comment on, the Remuneration Report;
(d) ask the auditor questions about:
(i) the conduct of the audit;
(ii) the preparation and content of the Auditor's Report;
(iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the content of the Auditor's Report; or
(b) the conduct of the audit of the Financial Report,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

2. RESOLUTION 1 – ADOPT ION OF REMUNER AT ION REPORT

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that this Resolution is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass this

Resolution will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, under sections 250U and 250Y of the Corporations Act, Shareholders have the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

At the Company’s 2018 Annual General Meeting the remuneration report was approved by over 75% of Shareholders present and voting.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the Managing Director) may be up for re-election.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

3. RESOLUTION 2 – RE-ELECTION O F DIRECTOR – CR ISPIN SWAN

3.1 General

Clause 6.3(c) of the Constitution requires that at the Company's annual general meeting in every year, one-third of the Directors (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of three years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

A Director who retires by rotation under clause 6.3 of the Constitution is eligible for re-election.

Accordingly, Crispin Swan retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Swan is an experienced sales executive and general manager working across a range of global enterprises. His expertise is in international business development, executive and IT & T sales. Mr Swan’s former roles have included:

Vice President Sales Asia Pacific, Mavenir Systems
Regional Sales Director and General Manager, Airwide Solutions

Network Infrastructure Solutions IS Manager for Australia & Papua New Guinea, Schlumberger
Sales Manager, Sema
Account Manager, Cisco Systems
Account Manager, Alcatel-Lucent and
• Sales Executive, Cable & Wireless Communications

3.3 Independence

If re-elected, as an Executive Director of the Company, Crispin Swan will not be an independent director.

3.4 Board recommendation

The Directors (other than Mr Swan) recommend that Shareholders vote in favour of this Resolution. Mr Swan does not make any recommendation in relation to his own re-election.

4. RESOLUTION 3 - ELECT ION OF DIRECTOR – PETER PAWLOW ITSCH

4.1 General

Clause 6.2 of the Constitution allows the Directors to appoint at any time a person to be a Director.

Clause 6.3(j) of the Constitution provides that any Director so appointed must retire at the next annual general meeting and is eligible for re-election by Shareholders.

Accordingly, Peter Pawlowitsch, having been appointed by the other Directors on 24 September 2019, retires in accordance with Clause 6.3(j) of the Constitution and, being eligible, seeks reelection by Shareholders.

4.2 Qualifications and other material directorships

Peter Pawlowitsch is an accountant by profession with extensive experience as a director and officer of ASX-listed entities. Mr Pawlowitsch specialises in sourcing and evaluating businesses (specialising in Information Technology and distributive products); ideas and projects; and developing solutions to enable growth. He brings to the team experience in operational management, business administration and project evaluation in the IT, hospitality and mining sectors during the last 15 plus years.

Mr Pawlowitsch is currently non-executive chairman of Novatti Group Ltd and a non-executive director of Dubber Corporation Limited, VRX Silica Ltd and Knosys Limited and he was previously a director of a number of other ASX-listed companies.

Mr Pawlowitsch holds a Bachelor of Commerce from the University of Western Australia, is a current member of CPA Australia, a Fellow of Governance Institute of Australia and also holds a Masters of Business Administration from Curtin University.

4.3 Independence

If re-elected, as a Non-executive Director of the Company, Peter Pawlowitsch will be considered an independent director. Mr Pawlowitsch will hold 3,571,428 Shares (1.5% of issued capital post completion of the September Placement) this is not substantial shareholding and is not considered to impact Mr Pawlowitsch’s independence.

4.4 Board recommendation

The Directors (other than Peter Pawlowitsch) recommend that Shareholders vote in favour of this Resolution. Peter Pawlowitsch does not make any recommendation in relation to his own re-election.

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

Listing Rule 7.1A provides that an eligible entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity. Based on the closing price of the Company's Shares on ASX on 30 September 2019, the Company's market capitalisation is $34.87 million.

The Company is seeking shareholder approval by way of a special resolution to have the ability, if required, to issue Equity Securities under the 10% Placement Facility.

If Shareholders approve this Resolution, the exact number of Equity Securities the Company may issue under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out in Section 5.3(c) below).

The Company intends to continue to expand and accelerate the Company’s existing business activities (including expenses associated with service delivery capabilities, business development, marketing and sales particularly in the US education market and global partnerships) and to pursue other acquisitions that have a strategic fit or will otherwise add value to Shareholders (including expenses associated with such acquisitions). The Company may use the 10% Placement Facility for these purposes and for general working capital.

5.2 Board recommendation

The Directors of the Company believe this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

5.3 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Shares.

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement:

(A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid shares that became fully paid in the 12 months;
(C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
(D) less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.
(d)
Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 5.3(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in Shares were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

5.4 Listing Rule 7.1A

The effect of Resolution 4 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without Shareholder approval and without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

5.5 Specific information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days on which trades in Shares were recorded immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
(iii) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(iv) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A2			Dilution
		$0.075 50% decrease in Issue Price	$0.15 Issue Price	$0.30 100% increase in Issue Price
Current Variable A 209,531,261 Shares	10% voting dilution	20,953,126	20,953,126	20,953,126
	Funds raised	$1,571,484	$3,142,969	$6,285,938
50% increase in current Variable A 314,296,891 Shares	10% voting dilution	31,429,689	31,429,689	31,429,689
	Funds raised	$2,357,227	$4,714,453	$9,428,907
100% increase in current Variable A 419,062,522 Shares	10% voting dilution	41,906,252	41,906,252	41,906,252
	Funds raised	$3,142,969	$6,285,938	$12,571,876

The table has been prepared on the following assumptions:

(i) Shareholders approve the ratification of the prior issue of Shares under Resolutions 5, 6, 7, 8, 9 and 10 therefore Variable ‘A’ in Listing Rule 7.1A2 is 209,531,261.
(ii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

(iii) No Options are exercised into Shares before the date of the issue of the Equity Securities.
(iv) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(v) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
(vi) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vii) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(viii) The issue price is $0.15, being the closing price of the Shares on ASX on 21 September 2019.
(c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of Equity Securities pursuant to the 10% Placement Facility will cease to be valid in the event that Shareholders approve 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).
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) to raise funds for service delivery capabilities, ongoing business development, marketing and sales initiative, working capital expenses, and development of the Company's proprietary technology; or
(ii) non-cash consideration in relation to the acquisition of any new or complimentary assets, technology or opportunities. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities under the 10% Placement Facility.

(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the purpose of the issue;
(ii) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the financial situation and solvency of the Company; and

(v) advice from corporate, financial and broking advisers (if applicable).

The recipients under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets, technology or investments, it is likely that the recipients under the 10% Placement Facility will be the vendors of the new assets, technology or investments.

(f) The Company has previously obtained Shareholder approval under Listing Rule 7.1A at the Company’s 2018 annual general meeting held on 27 November 2018.
(g) In the 12 months preceding the date of the Meeting, the Company issued a total of 68,655,931 Equity Securities which represent 33.2% of the total number of Equity Securities on issue at the commencement of this 12 month period (of which 28,009,952 Equity Securities were issued under the 10% Placement Capacity which represent 13.5% of the total number of Equity Securities on issue at the commencement of this 12 months period). Further details of the Equity Securities issued by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 2.
(h) The Company's cash balance on 30 September 2018 was approximately $3.0 million. The Company raised a total of $8.96 million (before costs) from the issues in the 12 months preceding the Meeting. The Company has since spent $6.2 million on business development, sales and marketing activities, supporting Family Zone’s service delivery capabilities, administration costs and for general working capital purposes. The Company's cash balance as at 30 June 2019 was approximately $5.1 million and as at the date of this Notice is approximately $5.76 million. The remaining funds will continue to be used to support investment in Family Zone’s service delivery capabilities, business development activities, particularly in education and global partnerships and for general working capital.
(i) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

6. RESOLUTIONS 5, 6, 7, 8, 9 AND 10 R ATIFICAT ION O F PR IOR ISSUES

6.1 General

The Company has issued the following securities under its Listing Rule 7.1 capacity together with the additional 10% limit approved by Shareholders under Listing Rule 7.1A at the Company’s 2018 Annual General Meeting, without need for shareholder approval:

(a) April Placement Shares

On 29 April 2019, the Company issued a total of 35,483,872 Shares ( April Placement Shares ) at $0.155 per Share to raise $5.50 million (before costs) ( April Placement ). The April Shares were issued to sophisticated and professional investors, none of whom were a related party of the Company, with:

19,049,476 Shares issued within the Company’s 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval; and

16,434,396 Shares issued within the Company’s 10% annual limit permitted under Listing Rule 7.1A, without the need for Shareholder approval.

(b) Broker Options

On 21 May 2019, the Company issued 898,692 Broker Options to the Blue Ocean Nominee as part of their fees payable to Blue Ocean Equity Pty Ltd for the management and selling services provided to the Company in respect to the April Placement. The Company agreed to pay Blue Ocean Equity Pty Ltd the following fees for providing these services:

(i) a management fee of 3% and a selling fee of 2% of the proceeds raised under the April Placement from parties introduced by Blue Ocean Equities Pty Ltd, both payable in cash;
(ii) the equivalent of 1% of the proceeds raised under the April Placement as Broker Options.

As the total funds raised under the April Placement was $5.5 million, $55,000 worth of Options were issued to Blue Ocean Equity Pty Ltd, being 898,692 Broker Options valued at $0.061 per Broker Option using the Black & Scholes open pricing model. The Broker Options were issued within the Company’s 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

(c) Consultant Shares

On 8 April 2019, the Company issued 500,000 Shares ( Consultant Shares ) to the Consultant Nominee for consultancy services provided and to be provided by Michael Clarke pursuant to the Brand Ambassadorial Agreement between the parties. Pursuant to the Brand Ambassadorial Agreement, Mr Clarke receives $50,000 per annum in cash and $100,000 per annum paid through the issue of Shares issued a price equal to the higher of $0.20 and the 30-day VWAP of the Company's Shares on ASX as at the date of the agreement. Refer to ASX announcement 28 March 2019 for further details on the Brand Ambassadorial Agreement. The Consultant Shares were issued within the Company’s 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

(d) Placement Shares

On 25 September the Company announcement it had received binding commitments for a placement of 33,928,572 Shares at an issue price of $0.14 each to raise $4,750,000 (before costs) ( September Placement ). The Shares are being issued in two tranches:

(i) 4,903,426 Shares were issued on 3 October 2019 ( Tranche 1 September Placement Shares ) with 4,423,426 Shares issued within the Company’s 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval and 480,000 Shares issued within the Company’s 10% annual limit permitted under Listing Rule 7.1A, without the need for Shareholder approval; and
(ii) 29,025,146 Shares ( Tranche 2 September Placement Shares ) which are proposed to be issued following Shareholder approval of Resolution 11.

The Company appointed Blue Ocean Equities Pty Ltd to act a lead manager and bookrunner to the September Placement (refer to Section 10.1 for further details).

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 (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

A summary of Listing Rule 7.1A is set out in Sections 5.1 and 5.3.

Listing Rule 7.4 provides that where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1 (including the additional 10% capacity under Listing Rule 7.1A), provided that the previous issue did not breach Listing Rule 7.1, the issue of those securities will be deemed to have been with shareholder approval for the purpose of Listing Rule 7.1.

Resolutions 5 to 10 seek Shareholder approval for the ratification of the issue of the April Placement Shares, Broker Options, the Consultant Shares and the Tranche 1 September Placement Shares.

The effect of Shareholders passing Resolutions 5 to 10 will be to restore the Company's ability to issue securities within:

(a) the 15% placement capacity under Listing Rule 7.1 during the next 12 months; and
(b) the additional 10% placement capacity under Listing Rule 7.1A during the 10% Placement Period,

without obtaining prior Shareholder approval.

Resolutions 5, 6, 7, 8, 9, 10 are ordinary resolutions.

6.2 Information required by Listing Rule 7.5

(a) For the purposes of Listing Rule 7.5 information regarding the issue of the April Placement Shares pursuant to Resolutions 5 and 6 is provided as follows:
(i) 35,483,872 Shares were issued on 29 April 2019, comprising:
- (A) 19,049,476 Shares issued within the Company’s 15% annual limit permitted under Listing Rule 7.1; and
- (B) 16,434,396 Shares issued within the Company’s 10% annual limit permitted under Listing Rule 7.1A.
(i) The Shares were issued at an issue price of $0.155 per Share to raise $5,500,000 (before costs).
(ii) The April Placement Shares are fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(iii) The Shares were issued to various sophisticated and professional investors who participated in the April Placement, none of whom are a related party of the Company. The investors were clients of Blue Ocean Equities Pty Ltd, being the lead broker of the April Placement.
(iv) The funds raised from the issue of the April Placement Shares were used to support investment in Family Zone’s service delivery capability, business

development activities in education and global partnerships and further strengthen the Company’s balance sheet.

(v) A voting exclusion statement is included in the Notice.
(b) For the purposes of Listing Rule 7.5 information regarding the issue of the Broker Options pursuant to Resolution 7 is provided as follows:
(i) 898,692 Broker Options were issued on 21 May 2019.
(ii) The Broker Options were issued for nil cash consideration. They were issued as part of the fees for the management and selling services provided by Blue Ocean Equities Pty Ltd in respect to the April Placement (refer to Section 6.1(b) for further details). Accordingly, no funds were raised from the issue.
(iii) The Broker Options are exercisable at $0.235 each on or before 21 May 2022. Full terms and conditions of the Broker Options are outlined in Schedule 1. Shares issued on exercise of the Broker Options will be fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(iv) The Broker Options were issued to the Blue Ocean Nominee, who is not a related party of the Company.
(v) A voting exclusion statement is included in the Notice.
(c) For the purposes of Listing Rule 7.5 information regarding the issue of the Consultant Shares pursuant to Resolution 8 is provided as follows:
(i) 500,000 Shares were issued on 8 April 2019.
(ii) The Consultant Shares were issued for nil cash consideration as part of the fees for consultancy services provided and to be provided by Michael Clarke pursuant to the Brand Ambassadorial Agreement between the Company and Mr Clarke. Accordingly, no funds were raised from the issue. The Consultant Shares were issued at a deemed issue price of $0.20 per Share pursuant to the Brand Ambassadorial Agreement (refer to Section 6.1(c) for further details).
(vi) The Consultant Shares issued are fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(iii) The Consultant Shares were issued to the Consultant Nominee, which is not a related party of the Company.
(iv) A voting exclusion statement is included in the Notice.
(d) For the purposes of Listing Rule 7.5 information regarding the issue of the Tranche 1 September Placement Shares pursuant to Resolutions 9 and 10 is provided as follows:
(ii) 4,903,426 Shares were issued on 3 October 2019, comprising:
- (A) 4,423,426 Shares issued within the Company’s 15% annual limit permitted under Listing Rule 7.1; and

(B) 480,000 Shares issued within the Company’s 10% annual limit permitted under Listing Rule 7.1A.
(iii) The Tranche 1 September Placement Shares were issued at an issue price of $0.14 per Share to raise $686,480 (before costs).
(iv) The Trance 1 September Placement Shares are fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(v) The Trance 1 September Placement Shares were issued to various sophisticated and professional investors who participated in the Tranche 1 September Placement, none of whom are a related party of the Company. The investors were clients of Blue Ocean Equities Pty Ltd, being the lead manager of the September Placement (refer to Section 10.1 for further details) and existing and new investors identified by the Company.
(vi) The funds raised from the Tranche 1 September Placement are being used for investment in business development and engineering personnel, capital for inventory accumulation (including Family Zone Boxes, FZ One Mobile phones and Family Zone servers used in schools) and general working capital purposes.
(vii) A voting exclusion is included in the Notice.

7. RESOLUTION 11 – APPROVAL O F TRANCHE 2 SEPT EMBER PLACEMENT SHARES

7.1 General

As set out in Section 6.1(d), on 25 September 2019 the Company announced the September Placement, comprising the Tranche 1 September Placement completed which was completed by the Company on 3 October 2019 and the Tranche 2 September Placement which is to be completed subject to Shareholder approval. The Tranche 2 Placement Shares (comprising 29,025,146 Shares) will be issued at an issue price of $0.14 each (being the same issue price as the Tranche 1 September Placement Shares) to raise an additional $4,063,520 (before costs) pursuant to the September Placement.

A summary of Listing Rule 7.1 is set out in Section 6.1.

The Tranche 2 Placement Shares are proposed to be issued subject to Shareholders approving Resolution 11. The effect of Shareholders approving the issue of the Tranche 2 September Placement Shares will be to maintain the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

The proceeds of the issue of the Tranche 2 Placement Shares will be aggregated with the proceeds of the issue of the Tranche 1 Placement Shares and will be used for investment in business development and engineering personnel, capital for inventory accumulation (including Family Zone Boxes, FZ One Mobile phones and Family Zone servers used in schools) and general working capital purposes.

Resolution 11 is an ordinary resolution.

7.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the grant of the Tranche 2 September Placement Shares is provided as follows:

(a) The maximum number of securities that the Company may issue under Resolution 11 is 29,025,146 Shares.
(b) The Tranche 2 September Placement Shares are intended to be issued as soon as possible after receiving Shareholder approval and will be issued no later than three months after the date of the Meeting. It is expected that the Tranche 2 September Placement Shares will be issued on the one date.
(c) The Tranche 2 September Placement will be issued at an issue price of $0.14 per Share and raise $4,063,520 (before costs).
(d) Other than as contemplated by Resolution 12 (refer to Section 8 below), the Tranche 2 September Placement Shares will be issued to various sophisticated and professional investors, none of whom are a related party of the Company. The investors were clients of Blue Ocean Equities Pty Ltd, being the lead manager of the September Placement (refer to Section 10.1 for further details) and existing and new investors identified by the Company.
(e) The Tranche 2 September Placement Shares are fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(f) The funds raised from the issue of the Tranche 2 September Placement Shares will be used for the purposes set out in Section 7.1.
(g) A voting exclusion is included in the Notice.

8. RESOLUTION 12 – AUTHORITY FOR PETER PAWLOWITSCH TO PARTIC IPATE IN THE TRANCHE 2 SEPTEMBER PLACEMENT

8.1 General

As announced on 25 September 2019, it is proposed that Peter Pawlowitsch participate in the Tranche 2 September Placement. Further details of the September Placement are set out in Section 6.1(d) and 7.1. Peter Pawlowitsch wishes to obtain Shareholder approval to subscribe for up to a total of $500,000 worth of the Tranche 2 September Placement Shares, being 3,571,428 Shares ( Director Placement Shares ) at $0.14 per Share (the issue price under the September Placement).

Listing Rule 10.11 provides that a company must not (subject to specified exceptions) issue or agree to issue equity securities to a related party without the approval of shareholders. Mr Pawlowitsch is a related party of the Company by virtue of being a Director. Approval is therefore required under Listing Rule 10.11 for the issue of the Director Placement Shares to Peter Pawlowitsch.

Resolution 12 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of the Director Placement Shares to Peter Pawlowitsch (and/or his nominees). If approval is given under Listing Rule 10.11, Shareholder approval is not required under Listing Rule 7.1. Shareholder approval of the issue of the Director Placement Shares means that this issue will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

Resolution 12 is an ordinary resolution.

8.2 Information Required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, information regarding the issue of the Director Placement Shares is provided as follows:

(a) The maximum number of securities that the Company may issue under Resolution 12 is 3,571,428 Shares.
(b) The Director Placement Shares will be issued to Peter Pawlowitsch (and/or his nominees).
(c) The Company will issue the Director Placement Shares no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules). It is expected that all Director Placement Shares will be issued on the one date.
(d) Peter Pawlowitsch is a related party of the Company by virtue of being a Director.
(e) The Director Placement Shares will be issued at an issue price of $0.14 per Share (being the same issue price under the September Placement) to raise $500,000 in total (before costs).
(f) The Director Placement Shares will comprise fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(g) The funds raised from the issue of the Director Placement Shares will be aggregated with and used for the same purpose as the funds raised from the Tranche 2 September Placement as set out in Section 7.1.
(h) A voting exclusion statement is included in the Notice.

9. RESOLUTION 13 - AUTHORITY TO ISSUE DIRECTOR OPTIONS TO PETER PAWLOWITSCH

9.1 General

As announced on 25 September 2019, the Company appointed Peter Pawlowitsch as its Nonexecutive Chairman effective 24 September 2019. Further details in respect to Mr Pawlowitsch's qualifications and experience are outlined in Section 4.2.

The Company has agreed to pay Mr Pawlowitsch cash remuneration of $80,000 per annum (plus statutory superannuation) for his services as Non-executive Chairman of the Company. If the market capitalisation of the Company reaches $150 million for 20 consecutive days, Mr Pawlowitsch’s cash remuneration will increase to $100,000 per annum (plus statutory superannuation).

As part his remuneration package the Company has also agreed, subject to obtaining Shareholder approval, to issue 3,000,000 Director Options (each exercisable at $0.21 within three years of the issue date) to Peter Pawlowitsch as a long term incentive in connection with his role as Non-executive Chairman.

The Director Options are to be issued by the Company under the Company's Employee Share Option Plan. The Director Options will be subject to the following vesting conditions:

Tranche	Vesting Condition	Number
1	None	1,000,000
2	The 30 day VWAP of the Company’s Shares being greater than $0.25	500,000
3	The 30 day VWAP of the Company’s Shares being greater than $0.35	500,000
4	The 30 day VWAP of the Company’s Shares being greater than $0.45	500,000

Tranche	Vesting Condition	Number
5	The 30 day VWAP of the Company’s Shares being greater than $0.60	500,000

The principle terms of the Director Options are summarised in Schedule 3. Further terms and conditions of the Director Options are set out in the summary of Company’s Employee Share Option Plan in schedule 3 of the Company’s Notice of Meeting lodged on 8 March 2018.

Resolution 13 seeks Shareholder approval for the grant of the Director Options to Mr Pawlowitsch (and/or his nominees).

Shareholder approval is required for the grant of the Director Options under the Company's Employee Share Option Plan to Mr Pawlowitsch under Listing Rule 10.14 because Mr Pawlowitsch is a Director of the Company. As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Director Options to the Mr Pawlowitsch will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

Resolution 13 is an ordinary resolution.

9.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Director Options constitutes giving a financial benefit and Mr Pawlowitsch is a related party of the Company by virtue of being a Director.

After a review of publicly available information relating to the remuneration structures of several of its peer companies, the Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Director Options to Mr Pawlowitsch because the grant of the Director Options is considered reasonable remuneration in the circumstances.

9.3 Specific Information required by ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to Resolution 13:

(a) The maximum number of securities to be issued by the Company under Resolution 13 is 3,000,000 Director Options.
(b)
The Director Options will be issued to Peter Pawlowitsch (and/or his nominees).
(c) The Company will grant the Director Options no later than 12 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

(d) The Director Options will be issued for nil cash consideration as they are being issued as incentive based remuneration. Accordingly, no funds will be raised from the issue of the Director Options.
(e) The Director Options are exercisable at $0.21 per Option within three years of issue date subject to the vesting conditions set out in Section 9.1. The principle terms and conditions of the Director Options are set out in Schedule 3. Further terms and conditions of the Director Options are set out in the summary of Company’s Employee Share Option Plan in schedule 3 of the Company’s Notice of Meeting lodged on 8 March 2018. Shares issued on exercise of the Director Options will be fully paid ordinary shares of the Company ranking equally with all other fully paid ordinary shares of the Company.
(f) The Company has issued Options under the Company's Employee Share Option Plan to the following persons referred to in Listing Rule 10.14:

Name	Number of Options	Acquisition Price
Freshie Pty Ltd Family A/c>	197,838	Nil cash consideration issued as incentive based remuneration
Timothy Nominee Pty Ltd	181,351	Nil cash consideration issued as incentive based remuneration
Total	379,189*

* These Options are exercisable at $0.18 each on or before 18 March 2022 subject to achievement of vesting conditions. Refer to ASX announcements dated 8 March 2018 and 18 March 2019 for further details in respect to the terms and conditions of these Options.

(g) Under the Company's Employee Share Options Plan, eligible participants including full or part time employees, officers or directors of the Company (including current Directors Tim Levy, Crispin Swan, Phil Warren and Peter Pawlowitsch) or such other person as the Board determines who qualify to participate according to the relevant ASIC relief (or their nominees subject to Board approval), are entitled to participate in the Employee Share Option Plan. As a Director, Mr Pawlowitsch is an eligible participant for the purposes of the Company's Employee Share Option Plan.
(h) Mr Pawlowitsch is a related party of the Company by virtue of being a Director.
(i) The Company has not made any loans in relation to the issue of the Director Options to Mr Pawlowitsch.
(j) A voting exclusion statement is included in the Notice.

10. RESOLUTION 14 – APPROVAL OF ISSUE O F SELLING OPTIONS

10.1 General

The Company has appointed Blue Ocean Equities Pty Ltd to act a lead manager and bookrunner to the September Placement. The Company agreed to issue Blue Ocean

Equities Pty Ltd 500,000 Selling Options for providing these services, subject to Shareholder approval.

The Company also agreed to pay the brokers who raised over $500,000 under the September Placement selling fees comprising one (1) Selling Option for every $2 raised under the September Placement. Brokers raising a minimum of $500,000 under the September Placement raised a total of $2,496,201 and, accordingly, a total of 1,248,100 Selling Options are to be issued to these parties for providing these services, of which 678,100 Selling Options are to be issued to Blue Ocean Equities Pty Ltd in addition to the 500,000 Selling Options to be issued to them for acting as lead manager and bookrunner to the September Placement, in all cases subject to Shareholder approval. The indicative value of all Selling Options to be issued pursuant to Resolution 14 is $145,000, valued at $0.083 per Selling Option using the Black & Scholes open pricing model.

The Selling Options will be exercisable at $0.21 each within three years of the issue date. Full terms and conditions of the Selling Options are set out in Schedule 1.

A summary of Listing Rule 7.1 is set out in Section 6.1.

The Selling Options are proposed to be issued subject to Shareholders approving Resolution 14. The effect of Shareholder approving the issue of the Selling Options will be to maintain the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 14 is an ordinary resolution.

10.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the grant of the Selling Options is provided as follows:

(a) The maximum number of securities the Company may issue under Resolution 14 is 1,748,100 Selling Options.
(b) The Selling Options are intended to be issued as soon as possible after the successful completion of the Tranche 2 September Placement and will be issued no later than three months after the date of the Meeting. It is expected that all Selling Options will be issued on the one date.
(c) The Selling Options will be issued for nil cash consideration. They will be issued as part of the selling fees for management and selling services provided under the September Placement (refer to Section 10.1 for further details). Accordingly, no funds will be raised from the issue.
(d) The Selling Options will be issued to various brokers who provided management and selling services to the Company in relation to the September Placement, including Blue Ocean Equities Pty Ltd (and/or its nominees).
(e) The Selling Options are exercisable at $0.21 each within three years from the issue date. Full terms and conditions of the Selling Options are outlined in Schedule 1. Shares issued on exercise of the Selling Options will be fully paid ordinary shares of the Company ranking equally with other fully paid ordinary shares of the Schedule 1.
(f) A voting exclusion is included in the Notice.

11. RESOLUTION 15 – APPROVAL OF ISSUE O F ADVISOR OPTIONS

11.1 General

The Company is proposing to issue a total of 1,000,000 Advisor Options (each exercisable at $0.21 within three years of the issue date) to BW Equities (and/or its nominees) for corporate advisory services provide and to be provided to the Company.

BW Equities has been engaged as the Company’s corporate advisor since March 2017 providing the Company with a range of corporate advisory services including advice in respect to ASX announcement, investor presentation, business strategy, market updates and research insights. BW Equities was paid a monthly retainer for these services up until September 2018, and since that time BW Equities has continued to provide ad hoc corporate advisory services to the Company and has not received any cash fees for the provision of these services. Accordingly, the Company has agreed, subject to Shareholder approval, to issue BW Equities Advisor Options as the fees for providing corporate advisory services to the Company since September 2018.

A summary of Listing Rule 7.1 is outlined in Section 7.1

The Advisor Options are proposed to be issued subject to Shareholders approving Resolution 15. The effect of Shareholder approving the issue of the Advisor Options will be to maintain the Company’s ability to issue securities within the 15% placement capacity under Listing Rule 7.1 during the next 12 months.

Resolution 15 is an ordinary resolution.

11.2 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, information regarding the grant of the Advisor Options is provided as follows:

(g) The maximum number of securities that the Company may issue under Resolution 14 is 1,000,000 Advisor Options.
(h) The Advisor Options are intended to be issued no later than three months after the date of the Meeting. It is expected that the Advisor Options will be issued on the one date.
(i) The Advisor Options will be issued for nil cash consideration. They will be issued as part of the corporate advisory fees for services provided and to be provided by BW Equities. Accordingly no funds will be raised from the issue.
(j) The Advisor Options will be issued to BW Equities (and/or its nominees).
(k) The Advisor Options are each exercisable at $0.21 each within three years of the issue date. Full terms and conditions of the Advisor Options are set out in Schedule 1. Shares issued on exercise of the Advisor Options will be fully paid ordinary shares of the Company ranking equally with other fully paid ordinary shares of the Company.
(l) A voting exclusion is included in the Notice.

12. ENQUIR IES

Shareholders are requested to contact Company Secretary, Emma Wates on (+ 61 8) 9322 7600 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

10% Placement Capacity has the meaning given in section 5.1 of this Notice.

$ means Australian dollars.

Advisor Option means an Option issued on the terms and conditions in Schedule 1.

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

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2019.

April Placement has the meaning set out in Section 6.1(a).

April Placement Shares has the meaning set out in Section 6.1(a).

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

Auditor's Report means the auditor's report on the Financial Report.

Blue Ocean Nominee means L39 Pty Ltd , being a nominee of Blue Ocean Equities Pty Ltd (the lead broker of the April Placement).

Board means the current board of directors of the Company.

Broker Option means an Option exercisable at $0.235 on or before 21 May 2022 and otherwise with the terms and conditions in Schedule 1.

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

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

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

Constitution means the Company’s constitution.

Consultant Nominee means Tray John Clarke Pty Ltd ATF Michael Clarke Family Trust, being a nominee of Michael Clarke (a consultant of the Company pursuant to the Brand Ambassadorial Agreement).

Consultant Shares has the meaning set out in Section 6.1(c).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Option means an Option on the terms and conditions in Schedule 3.

Director Placement Shares has the meaning given in Section 8.1.

Directors' Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Securities has the same meaning as under the Listing Rules

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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 Listing Rules of ASX.

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

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

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 2019.

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

Selling Option means an option on the terms and conditions in Schedule 1.

September Placement Shares has the meaning set out in Section 6.1(d)

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

Shareholder means a holder of a Share.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Tranche 1 September Placement Shares has the meaning set out in Section 6.1(d)

Tranche 2 September Placement Shares has the meaning set out in Section 6.1(d)

VWAP means the volume weighted average price.

SCHEDULE 1 – TERMS AND CONDIT IONS OF OPT IONS

The terms and conditions of the Broker Options, Selling Options and Advisor (collectively Options) are outlined below.

1. Entitlement

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

2. Exercise Price and Expiry Date

Option	Number	Exercise Price	Expiry Date
Broker Options	898,692	$0.235	21 May 2022
Selling Options	1,748,100	$0.21	Three years from issue date
Advisor Options	1,000,000	$0.21	Three years from issue date

3. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

4. Notice of Exercise

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

5. Shares issued on exercise

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

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

7. Timing of issue of Shares

After an Option is validly exercised, the Company must, within, 15 Business Days of the notice of exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option:

(a) issue the Share; and
(b) do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Shares.

8. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will give holders of the Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

9. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
(b) no change will be made to the Exercise Price.

10. Adjustment for entitlement issue

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

11. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

12. Options not quoted

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

13. Options not transferable

The Options are not transferable.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

SCHEDULE 2 –EQUITY SEC URIT IES ISS UED SINCE 27 NOVEMBER 2018

Date of Issue (Appendix 3B)	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients, or basis on which recipients determined	Issue price of Equity Securities and discount to Market Price1 (if applicable)	If issued for cash– the total consideration, what it was spent on and the intended use of any remaining funds If issued for non-cash consideration– a description of the consideration and the current value of the consideration3




28-Nov-18	2,788,997	Shares~~2~~	Issued to Fidelio Partners Pte Ltd as a share based commission following achievement of performance milestones under the Fidelio Agency Agreement and shareholder approval at the annual general meeting on 27 November 2018	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration as a share based commission following the achievement of performance milestones under the Fidelio Agency Agreement. Current value - $488k
28-Nov-18	350,000	Shares	Issued to Tim Levy following shareholder approval to participate in the August 2018 Placement at the annual general meeting on 27 November 2018	$0.50 per Shares 92.3% premium to the Market Price	The Company received $175k from this issue which is being used for general working capital purposes.
11-Jan-19	11,095,556	Shares	Sophisticated institutional and professional investors	$0.225 per Shares Equal to Market Price	The Company raised $2.52 million from this Placement (before costs) which is being used to support investment in the Company’s service delivery capability, business development activities in education and global partnerships and further strengthen the Company’s balance sheet.
17-Jan-19	133,333	Shares	Sophisticated institutional and professional investors	$0.225 per Shares 12.5% premium to the Market Price
25-Feb-19	216,000	Shares	Issued to Fidelio Partners in lieu of cash consultancy fees for CY2019	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration in lieu of cash consultancy fees payable for CY2019 Current value$38k
25-Feb-19	614,085	Performance Rights4	Issued under the Company's Performance Rights Plan to senior executives (Paul Robinson, Ben Trigger and Michael Lawson)	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration in lieu of part of cash salaries for CY 2019 Current value $107k

			agreeing to receive securities in lieu of part of their cash remuneration for CY2019
11-Mar-19	250,000	Options~~5~~	Issued to Idea X Partners Pte Ltd pursuant to strategic advisory agreement	$ 0.25 per Share being the Option exercise price 16.3% premium to the Market Price	Issued for nil cash consideration for strategic advisory services Current value $32k
18-Mar-19	2,209,859	Employee Options6	Issued to all eligible participants pursuant to the Company's Employee Share Option Plan	$ 0.18 per Share being the Option exercise price 10.0% discount to the Market Price	Issued for nil cash consideration to employees as an incentive and reward for services provided. Current value $268k
18-Mar-19	250,000	Performance Rights	Issued to senior executive (Ross Young) under the Company's Performance Rights Plan	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration as a performance based component of executive remuneration. Current value -$44k
18-Mar-19	83,333	Shares	Issued on conversion of Class A Performance Rights	Nil issue price Discount to Market Price N/A	Shares issued on conversion of existing Class A Performance Rights for nil cash consideration. Current value$15k
18-Mar-19	2,000,000	Shares	Issued on conversion of Class D and E Performance Shares	Nil issue price Discount to Market Price N/A	Shares issued on conversion of existing Class D and E Performance Shares for nil cash consideration. Current value$350k
8-Apr-19	500,000	Shares	Issued to the Consultant Nominee for services provided by Michael Clarke pursuant to the Brand Ambassadorial Agreement	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration for services to be provided pursuant to Brand Ambassadorial Agreement Current value$87k
17-Apr-19	309,889	Shares	Issued to Fidelio Partners Pte Ltd as a share based commission following achievement of performance milestones under the Fidelio Agency Agreement and shareholder approval at thegeneral meetingon 17 April 2019	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration as a share based commission following the achievement of performance milestones under the Fidelio Agency Agreement. Current value -$54k
17-Apr-19	577,778	Shares	Issued to Non-Executive Directors agreeing to receive shares in lieu of cash remuneration for CY2019, following shareholder approval at thegeneral meetingon 17 April 2019	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration in lieu of cash salaries for CY 2019 Current value $101k

17-Apr-19	1,191,111	Performance Rights	Issued to Executive Directors agreeing to receive securities in lieu of cash remuneration for CY2019, following shareholder approval at thegeneral meetingon 17 April 2019	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration in lieu of part of cash salaries for CY 2019 Current value $208k
29-Apr-19	35,483,872	Shares	Sophisticated institutional and professional investors	$ 0.155 per Share being a 8.8% discount to the Market Price	The Company raised $5.5 million (before costs) which is being used to support investment in Family Zone’s service delivery capability, business development activities in education and global partnerships and further strengthen the Company’s balance sheet.
15-May-19	300,000	Shares	Issued on conversion Director Options by Tim Levy	$ 0.25 per Share being a 78.6% discount to the Market Price	The Company received $75k from the exercise of these Options which is being used for general workingcapitalpurposes.
21-May-19	898,692	Broker Options	Issued to the Blue Ocean Nominee for management and selling services provided by Blue Ocean EquityPty Ltdin relation to the April Placement	Nil issue price Discount to Market Price N/A	Issued for nil cash consideration for capital raising services provided. Current value - $56k
2-Sep-19	4,500,000	Shares	Issued on conversion of Class F and G Performance Shares	Nil issue price Discount to Market Price N/A	Shares issued on conversion of existing Class D and E Performance Shares for nil cash consideration. Current value$787k
3-Oct-19	4,903,426	Shares	Sophisticated institutional and professional investors	$0.14 per Share being a 6.7% Discount to Market Price	The Company raised $686k (before costs) which will be used for investment in business development and engineering personnel, inventoryaccumulation and workingcapital.
TOTAL	68,655,931

Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises) on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.
Fully paid ordinary shares in the capital of the Company, ASX Code: FZO (terms are set out in the Constitution) ( Shares ).
The Shares have been valued based on the closing Share Price on 17 September 2019 being $0.175 ( Current Share Price ). The Broker Options have been valued using the Black & Scholes option pricing model. Measurement inputs include the Share price on the measurement date, the exercise price, the term of the Option, the expected volatility of the underlying Share (based on weighted average historic volatility adjusted for changes expected due to publicly available information), the expected dividend

yield, the risk-free interest rate for the term of the Option. No account has been taken of any performance conditions included in the terms of the Options. Performance Rights have been valued based on the Current Share Price. No account has been taken of any performance conditions included in the terms of the Performance Rights.

Performance Rights are convertible into Shares on a one for one basis on achievement of the vesting conditions by the expiry dates. The Performance Rights are issued under the Company’s Performance Rights Plan. The key terms and conditions of the Performance Rights Plan are outlined in the notice of meeting (lodged with ASX on 27 October 2017) for the shareholder meeting held on 28 November 2017
The full terms and conditions of these Options are outlined in the notice of meeting (lodged with ASX on 18 March 2018) for the shareholder meeting held on 17 April 2019.
The full terms and conditions of these Employee Option issued under the Company’s Employee Share Option Plan are outlined in the notice of meeting (lodged with ASX on 8 March 2018) for the shareholder meeting held on 9 April 2018 and ASX announcement dated 18 March 2019.
The full terms and conditions of these Broker Options are outlined in Schedule 1.

SCHEDULE 3 – TERMS AND CONDIT IONS OF DIRECTOR OPTIONS

The terms and conditions of the Director Options are outlined below:

1. Entitlement

Each Director Option ( Option ) entitles the holder to subscribe for one Share upon exercise of each Option.

2. Exercise Price and Expiry Date

The Exercise Price, Vesting Conditions and Specified Expiry Date of each Option is referred to in the tables below.

the tables below.
Exercise Price	Specified Expiry Date
$0.21	Three years from issue date

Tranche	Vesting Condition	Number
1	None	1,000,000
2	The 30 day VWAP of the Company’s Shares being greater than $0.25	500,000
3	The 30 day VWAP of the Company’s Shares being greater than $0.35	500,000
4	The 30 day VWAP of the Company’s Shares being greater than $0.45	500,000
5	The 30 day VWAP of the Company’s Shares being greater than $0.60	500,000

The Options will expire on that date ( Expiry Date ) which is the earlier of:

(a) the Specified Expiry Date referred to in the above table; or
(b) the making by the Board of a determination that the Employee has acted fraudulently, dishonestly or in breach of the Employee's obligations to the Company or any of its subsidiaries; or
(c) as determined in accordance with item 3 below; or
(d) as determined in accordance with item 4 below,

and thereafter no party has any claim against any other party arising under or in respect of the Options.

3. Ceasing to be an Employee

If at any time prior to the Expiry Date of any Options, an Employee ceases to be an Employee as a Good Leaver, the Employee, will be entitled to keep any Options for which the relevant Vesting Condition has been met ( Vested Options ) and the Board, in its absolute discretion, shall determine the amount of any Options for which the relevant Vesting Condition has not been met ( Unvested Options ) to vest.

If at any time prior to the Expiry Date of any Options, an Employee ceases to be an Employee as a Bad Leaver:

(a) in respect of any Vested Options held, such Employee will have until the earlier of:
(i) three months from the date of ceasing to be an Employee; or
(ii) the Expiry Date of the Options,

to exercise the Options, otherwise the Options will automatically lapse; and

(b) any other Options will automatically lapse.

For the purposes of this item 3:

" Employee " means a person who is a full-time or permanent part-time employee or officer or director or company secretary of the Company or a related body corporate or such other person as the Board determines.

" Good Leaver " means an Employee who ceases to be an Employee by reason of retirement, permanent disability, redundancy or death or anyone determined by the Board as a good leaver on a case by case basis and at its absolute discretion.

" Bad Leaver " means an Employee who ceases to be an Employee by any reason other than as a Good Leaver.

4. Change in Control

Notwithstanding any other terms contained in the rules of the Company’s Employee Share Option Plan, upon the occurrence of a Change in Control Event the Board may determine (in its discretion):

(a) that the Options may vest and be exercised at any time from the date of such determination, and in any number until the date determined by the Board acting bona fide so as to permit the holder to participate in any change of control arising from a Change in Control Event provided that the Board will forthwith advise in writing each holder of such determination. Thereafter, the Options shall lapse to the extent they have not been exercised; or
(b) to use their reasonable endeavours to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event in which case the Board shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options shall immediately vest and become exercisable and if not exercised within 10 days, shall lapse.

For the purposes of this Item 4, "Change in Control Event" means:

(e) the occurrence of:
(i) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and
(ii) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Options); or

(f) the announcement by the Company that:
(i) Shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:
- (A) cancelled; or
- (B) transferred to a third party; and
(ii) the Court, by order, approves the proposed scheme of arrangement; or
(g) the occurrence of the sale of all or a majority of the Company's main undertaking; or
(h) at the absolute discretion of the Board, the occurrence of a sale of at least 50% of the Company's main undertaking.

5. Exercise Period

The Options are exercisable at any time after the Vesting Condition in item 2 above has been met and on or prior to the Expiry Date.

6. Notice of Exercise

7. Shares issued on exercise

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

8. Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

9. Timing of issue of Shares

After an Option is validly exercised, the Company must, as soon as possible following receipt of the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Option:

(i) issue the Share;
(j) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(k) do all such acts matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Share.

10. Participation in new issues

11. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Option before the record date for the bonus issue; and
(a) no change will be made to the Exercise Price.

12. Adjustment for rights issue

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

13. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the option holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

14. Quotation of Options

No application for quotation of the Options will be made by the Company.

15. Options not transferable

Options are not transferable unless they are Vested Options and only with the prior written approval of the Board of directors of the Company and subject to compliance with the Corporations Act.

16. Lodgement Instructions

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

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AI assistant

QORIA LIMITED — AGM Information 2019

65649_rns_2019-10-03_7f079fcd-84be-4181-ab90-6b0c2ee58083.pdf

FAMILY ZONE CYBER SAFETY LIMITED ACN 167 509 177

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS PAGE

IMPORTANT INFORMATION

Time and Place of Meeting

Your Vote is Important

Voting Eligibility

Voting in Person

Voting by Proxy

Voting Prohibition by Proxy Holders

BUS INESS O F THE ANNUAL GENERAL MEETING

AGENDA

FINANC IAL STATEMENTS AND REPORTS

1. RESOLUTION 1 – ADOPT ION OF REMUNER AT ION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion:

2. RESOLUTION 2 – RE-ELECTION O F DIRECTOR – CR ISPIN SWAN

3. RESOLUTION 3 – RE-ELECTION O F DIRECTOR – PETER PAW LOWITSCH

4. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

5. RESOLUTION 5 – R AT IFICAT ION OF APR IL PLACEMENT SHARES ISSUED UNDER LIST ING R ULE 7.1

6. RESOLUTION 6 – R AT IFICAT ION OF APR IL PLACEMENT SHARES ISSUED UNDER LIST ING R ULE 7.1A

7. RESOLUTION 7 – RATIFIC ATION O F THE ISSUE OF BROKER OPT IONS

8. RESOLUTION 8 – RATIFIC ATION O F THE CONS ULTANT SHARE ISSUE

9. RESOLUTION 9 – RATIFIC ATION OF TRANCHE 1 SEPTEMBER PLACEMENT SHARES ISSUED UNDER LIST ING RULE 7.1

10. RESOLUTION 10 – RAT IFICAT ION O F TRANCHE 1 S EPTEMBER PLACEMENT SHARES ISSUED UNDER LIST ING RULE 7.1A

11. RESOLUTION 11 – APPROVAL O F TR ANCHE 2 SEPTEMBER PLACEMENT SHARES

12. RESOLUTION 12 – AUTHORITY FOR PETER PAWLOWITSCH TO PARTIC IPATE IN THE TRANCHE 2 SEPTEMBER PLACEMENT

13. RESOLUTION 13 – AUTHORITY TO ISSUE DIRECTOR OPT IONS TO PETER PAWLOWITSCH

14. RESOLUTION 14 – APPROVAL OF ISSUE O F SELLING OPTIONS

15. RESOLUTION 15 – APPROVAL OF ISSUE O F ADVISOR OPTIONS

DATED: 1 OCTOBER 2019 BY ORDER OF THE BOARD

EXPLANATORY STATEMENT

1. ANNUAL REPORT

2. RESOLUTION 1 – ADOPT ION OF REMUNER AT ION REPORT

3. RESOLUTION 2 – RE-ELECTION O F DIRECTOR – CR ISPIN SWAN

3.1 General

3.2 Qualifications and other material directorships

3.3 Independence

3.4 Board recommendation

4. RESOLUTION 3 - ELECT ION OF DIRECTOR – PETER PAWLOW ITSCH

4.1 General

4.2 Qualifications and other material directorships

4.3 Independence

4.4 Board recommendation

5. RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

5.2 Board recommendation

5.3 Description of Listing Rule 7.1A

(e) Minimum Issue Price

( 10% Placement Period ).

5.4 Listing Rule 7.1A

5.5 Specific information required by Listing Rule 7.1A

6. RESOLUTIONS 5, 6, 7, 8, 9 AND 10 R ATIFICAT ION O F PR IOR ISSUES

6.1 General

(a) April Placement Shares

(b) Broker Options

(c) Consultant Shares

(d) Placement Shares

6.2 Information required by Listing Rule 7.5

7. RESOLUTION 11 – APPROVAL O F TRANCHE 2 SEPT EMBER PLACEMENT SHARES

7.1 General

7.2 Information required by Listing Rule 7.3

8. RESOLUTION 12 – AUTHORITY FOR PETER PAWLOWITSCH TO PARTIC IPATE IN THE TRANCHE 2 SEPTEMBER PLACEMENT

8.1 General

8.2 Information Required by Listing Rule 10.13

9. RESOLUTION 13 - AUTHORITY TO ISSUE DIRECTOR OPTIONS TO PETER PAWLOWITSCH

9.1 General

9.2 Chapter 2E of the Corporations Act

9.3 Specific Information required by ASX Listing Rule 10.15

10. RESOLUTION 14 – APPROVAL OF ISSUE O F SELLING OPTIONS

10.1 General

10.2 Information required by Listing Rule 7.3

11. RESOLUTION 15 – APPROVAL OF ISSUE O F ADVISOR OPTIONS

11.1 General

11.2 Information required by Listing Rule 7.3

12. ENQUIR IES

GLOSSARY

QORIA LIMITED AGM Information 2019