Slovar Limited — Proxy Solicitation & Information Statement 2014

May 22, 2014

MONEY3 CORPORATION LIMITED
ABN 63 117 296 143

NOTICE OF EXTRAORDINARY GENERAL MEETING

The General Meeting of the Company to be held at 11.00am (Melbourne time) on 26th June 2014 at

Money3
Level 1
40 Graduate Road
Bundoora
Victoria 3083

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Money3 Corporation Limited

ABN 63 117 296 143

Notice of General Meeting

Notice is given that a General Meeting of the members of Money3 Corporation Limited (Company) will be held at Money3, Level 1 40 Graduate Road Bundoora, Victoria 3083 on 26th June 2014 at 11.00am for the purpose of considering and if thought fit passing the following resolutions as stated below.

Please note that additional information concerning the proposed resolutions is contained in the Explanatory Memorandum that accompanies and forms part of this Notice of General Meeting.

General Business

1. Resolution 1 – Issue of Options to Exempt Bond Investors

To consider and, if thought fit, to pass the following as an ordinary resolution:

"That for the purpose of ASX Listing Rule 7.1 and for all other purposes, the shareholders approve the issue of a total of up to 15 million Options to Exempt Investors, each Option being exercisable into one fully paid ordinary share in the capital of the Company at an exercise price of A$1.30 per Option and otherwise on terms as described in the Explanatory Memorandum attached to, and forming part of, this Notice of Meeting."

2. Resolutions 2A and 2B – Ratification of prior issues of shares under placements to professional and sophisticated investors

2A To consider and, if thought fit, pass the following ordinary resolution:

"For the purpose of ASX Listing Rule 7.4, the Shareholders grant subsequent approval for the issue of 12,000,000 fully paid ordinary shares which were issued to professional and sophisticated investors pursuant to a placement undertaken in December 2013 on terms as described in the Explanatory Memorandum attached to, and forming part of, this Notice of Meeting."

2B To consider and, if thought fit, pass the following ordinary resolution:

"For the purpose of ASX Listing Rule 7.4, the Shareholders grant subsequent approval for the issue of 1,615,349 fully paid ordinary shares which were issued to professional and sophisticated investors pursuant to a placement undertaken in April 2014 on terms as described in the Explanatory Memorandum attached to, and forming part of, this Notice of Meeting."

3. Other Business

To consider any other business that may legally be brought forward.

4. Voting exclusions

In relation to Resolution 1 and in accordance with ASX Listing Rules, the Company will disregard votes cast by:

(a) any person who may participate in the proposed issue (being the Exempt Investors referred to in Resolution 1) and a person who might obtain a benefit; except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and
(b) any associate of those persons.

However the Company need not disregard a vote if:

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(c) 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
(d) 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

In relation to Resolution 2A and 2B, in accordance with ASX Listing Rule 7.5.6, the Company will disregard votes cast by a person who participated in the issue and any associates of those persons.

However, in respect of each of the above resolutions, the Company need not disregard any such votes if:

(a) it is cast by any person referred to above as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
(b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board:

Craig Harris
CFO & Company Secretary
Melbourne,
23 May 2014

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Money3 Corporation Limited

ABN 63 117 296 143

Notice of General Meeting Explanatory Notes

These Explanatory Notes have been prepared to provide members with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of General Meeting of the Company (Notice) concerning the meeting to be held at 11.00am on 29 June 2014 at the offices of Money3 at Level 1, 40 Graduate Road Bundoora, Victoria 3083.

1. Resolution 1 – Issue of options

1.1 Options Background

Resolution 1 seeks shareholder approval, for the purposes of ASX Listing Rule 7.1, for the issue of options to purchase ordinary shares in the Company (Options) to Exempt Investors (as defined below) who subscribed for Money3's 2014 bonds issue (as announced to the market on 16 April and 15 May 2014) (2014 Bond Issue), to be issued in the ratio of 50 Options for every $100 subscribed pursuant to the 2014 Bond Issue. Such subscribers are referred to as the Initial Bondholders.

The maximum number of Options that may be granted in connection with the 2014 Bond Issue (where it is fully subscribed) is, subject to rounding, approximately 15 million Options. Upon exercise, each Option will result in the issue of one Share. The issue of the Options, if approved pursuant to Resolution 1, will only be made to the Initial Bondholders.

The terms and conditions applicable to the Options are contained in more detail in Annexure A to this Explanatory Memorandum. The exercise price per Option is A$1.30 (Exercise Price). Any Options that have not been exercised by 5:00 pm AEST on 15 May 2018 (Expiry Date) will expire on that date.

If Resolution 1 is approved and the Options issued, subject to compliance with the requirements for quotation of an additional class of security, the Company intends to seek official quotation of the Options on the ASX as a new class of quoted securities.

1.2 Proposed Options Issue

The Company is seeking access to further funding as it develops and seeks to expand its business activities. The 2014 Bonds Issue is considered by the Board as effective means of raising funds for the Company without directly diluting the shareholdings of shareholders. Shareholders will however be diluted over time if and to the extent the Options are exercised.

Subscribers under the 2014 Bonds Issue were limited to Investors who were an exempt persons under Chapter 6D of the Corporations Act (Exempt Investor) as at the date an application for 2014 Bonds was submitted.

Perpetual Trustees agreed to act as the corporate trustee to the 2014 Bond Issue (Trustee) pursuant to the term of a Deed of Trust dated 15 May 2014 (Trust Deed). The Bonds are debt instruments not equity convertible into Shares. The Company does not need shareholder approval to proceed with the 2014 Bond Issue.

The 2014 Bond Issue is to be implemented in two tranches –

• Tranche 1 – sophisticated or wholesale investors introduced by the Wilson HTM Investment Group raising $15 million (which is now complete); and
• Tranche 2 – Thorney Group – Thorney and associated parties, a conditional raising of $15 million.

Tranche 1 under the 2014 Bond Issue has been completed (as announced to the ASX market on 15 May 2014) and Tranche 2 is conditional on both shareholder approval of the Option issue (which is the subject of Resolution 1) and the issue of the Options.

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The interest rate under the 2014 Bond Issue is fixed at 9% per annum, payable monthly in arrears on the principal outstanding for each bond, but where the proposed Option issue which is the subject of Resolution 1 is not approved:

(a) the interest rate applicable to the 2014 Bond Issue will automatically increase to 11% per annum until such time as the Options are issued (with or without shareholder approval);

(b) the Tranche 1 Bondholders may within the 3 months following this Meeting require the Company to redeem their Notes (principal and interest), and

(c) Thorney Group is not obliged to proceed with the Tranche 2 subscription of the 2014 Bond Issue.

The Company intends on obtaining shareholder approval to Resolution 1 to lodge a prospectus (Prospectus) with the Australian Securities and Investments Commission in compliance with section 713 of the Corporations Act 2001 (Act). Pursuant to the Corporations Act, any Initial Bondholder who wishes to receive Options must complete an application form that accompanies the Prospectus, although returning such application does not require any payment to be made by the Initial Bondholder.

1.3 Legal Requirements

Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a rolling 12 month period, the amount of equity securities issued (without prior shareholder approval) is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

The Company intends to issue approximately 15 million Options. The Company does not at this stage have sufficient capacity remaining under Listing Rule 7.1 to issue all the proposed Options and is accordingly seeking shareholder approval for the issue of all of the Options.

ASX Listing Rule 7.3 requires that a notice of meeting pursuant to which shareholders are requested to consider approving an issue of securities pursuant to ASX Listing Rule 7.1 must include certain specified information in relation to the securities to be issued, as follows.

This information is set out below:

(a) maximum number of securities to be issued:

Approximately 15 million Options (subject to rounding). Each Option on exercise converts into one fully paid ordinary share in the Company.

(b) date which the securities are to be issued:

Within 3 months after the date of shareholder approval.

(c) issue price of the securities:

The Options are issued for at no additional cost to the Investors, but if exercised, are exercisable at $1.30 per Option.

(d) names of the allottee/s (if known):

Exempt Investors who subscribe for Bonds under the 2014 Bonds Issue, as described in Section 1.2 above.

(e) terms of the securities:

The Option terms are attached as Annexure A to this Notice of Meeting

(f) the intended use of the funds raised:

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There will be no funds raised as a result of the issue of the Options. If the Options are exercised, it is the Company's current intentions that the funds raised on that exercise be used for general working capital purposes.

(g) Issue date or progressive issue:

The Options will all be issued on the same date

1.4 Effect on the capital structure of the Company

The issue of the Options will not have any effect on the issued share capital structure of the Company. If the Company satisfies the requirements for quotation of an additional class of security, the Company will, upon meeting those conditions, have a second class of quoted securities (being the Options) that will be tradeable on the ASX. Any Options exercised will increase the number of Shares on issue to the extent of that exercise.

1.5 Recommendation

The Directors, recommend that Shareholders vote in favour of Resolution 1.

2. Resolutions 2A and 2B – Ratification of the issue of shares under a placement to professional and sophisticated investors

(a) Introduction

As announced to the market, the Company issued the following fully paid ordinary shares (Shares):

(i) 12,000,000 Shares on 2 December 2013 (Resolution 2A); and
(ii) 1,615,349 Shares on 24 April 2014 (Resolution 2B)

to professional and sophisticated investors as part of a two private placements (Placements). The Placements were made without a shareholder approval under Listing Rule 7.1.

(b) Purpose of resolution and listing rule 7.1

ASX Listing Rule 7.1 prohibits a listed entity from issuing or agreeing to issue more than 15% of its issued capital in a 12 month period without shareholder approval (15% Limit), unless an exception applies.

Pursuant to ASX Listing Rule 7.4, an issue of securities made without approval is deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 provided that:

(b) the issue did not breach the 15% Limit; and
(c) the Company in general meeting subsequently approves the issue.

Separate Shareholder ratification for each Placement is now sought pursuant to ASX Listing Rule 7.4. If approval of either or both Placements is obtained, the particular approval will reinstate the Company's capacity to issue securities under Listing Rule 7.1 to the extent of the Shares represented by that approval. If both Resolutions 2A and 2B are both approved, it will restore the Company's capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

(c) Notice requirements under listing rule 7.5

It is a requirement of ASX Listing Rule 7.5, that a listed entity seeking subsequent shareholder approval under listing rule 7.4 provide with the following information to Shareholders for Resolutions 2A and 2B respectively:

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(a) the total number of Shares issued was
(a) Resolution 2A -12,000,000
(b) Resolution 2B- 1,615,349;
(b) the price at which the securities were issued was;
(a) Resolution 2A -$1.00 per Share
(b) Resolution 2B-$0.9954 per Share
(c) the terms and conditions of the Shares issued under both Placements are identical to the Company's existing fully paid ordinary Shares;
(d) the names of the allottees are:
(a) Pershing Securities Pty Ltd – 12,000,000 Shares
(b) UBS Nominees Pty Ltd – 1,615,349 Shares
(e) funds raised from the Placements were used for working capital and the expansion of the Company's Secured Finance Division.

The Directors recommend that Shareholders vote in favour of Resolutions 2A and 2B.

Proxy and Further Information

The Board of Directors are not aware of any other information which is relevant to the consideration by members of the proposed resolutions which are detailed in the Notice.

In accordance with the Corporations Act 2001 (Cth), a person's entitlement to vote at the General Meeting will be the entitlement of that person according to the Register of Members at 7.00pm on 24 June 2014.

A member entitled to attend and vote at the General Meeting is entitled to appoint not more than two proxies. The Proxy Form to be used is to be read in conjunction with, and accompanies this notice of meeting.

A proxy need not be a member of the Company. The proxy form must be signed by the member or the member's attorney. Proxies given by corporations must be executed by the corporation in accordance with the Corporations Act 2001 (Cth). Where a proxy is appointed by a member's attorney, the power of attorney together with evidence of non-revocation must be lodged with the proxy form. Further terms relating to the use of the proxy are described on the accompanying Proxy Form.

A member may choose whether or not to direct the proxy to vote. If the member does not direct the proxy how to vote on each resolution, the proxy may vote as the proxy sees fit on the resolutions for which the proxy is not directed. A member who is entitled to cast two or more votes may appoint two proxies, and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes of the member.

To be valid, proxies must be received by the Company, -

(a) online at www.linkmarketservices.com.au or
(b) by mail to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235; or
(c) by successful facsimile transmission on: (02) 9287 0309 or
(d) hand delivered to Link Market Services Limited, Level 12 680 George Street, Sydney, NSW, 2000

no later than 48 hours prior to the commencement of this General Meeting. Prior to making any decision, members may wish to seek advice from their own independent financial adviser or stockbroker as to the effect of the proposed resolutions.

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Annexure A

Money3 Corporation Limited

Option Terms & Conditions

Each Option entitles the holder (Option Holder) to subscribe for and be issued one fully paid ordinary share (Share) in Money3 Corporation Limited ACN 117 296 143 (Company) on the following terms:

1. Subject to clause 2, each Option is exercisable at any time after the date on which the Option is issued (Vesting Date), until and including their expiry date, namely 15 May 2018 (Expiry Date). Any Options not exercised by the Expiry Date will automatically lapse on the Expiry Date.

2. The Options may be exercised for part or all of the Options issued by the Option Holder giving written notice in the form set out below (Notice of Exercise) to the Company at its registered office prior to the Expiry Date.

3. The exercise price for each Option (which is payable immediately on exercise) is the price of $1.30 per Share (Exercise Price).

4. On receipt by the Company of the Notice of Exercise and payment of the Exercise Price, the Company must, within 2 Business Days and if the Shares are listed on the Australian Stock Exchange (ASX) within the time period prescribed by the Listing Rules of the ASX (ASX Listing Rules):

(a) allot to the Option Holder one Share in the Company for each Option exercised by the Option Holder;

(b) cause to be despatched to the Option Holder the relevant acknowledgement of issue, a holding statement or share certificate (as applicable) as soon as is reasonably practicable detailing the issue of the relevant Share/s; and

(c) issue (if applicable) a new holding statement (or Option certificate) for the balance of the Options that remain unexercised.

1. Shares allotted on the exercise of Options will rank equally in all respects with the then existing issued ordinary fully paid shares in the capital of the Company (except in respect to any dividends which shall have been declared but not yet distributed before the actual exercise of an Option) and will be subject to the provisions of the Constitution of the Company.

2. The Options are transferable by an Option Holder on written notice to the Company, and where the Shares are quoted, in accordance with the ASX Listing Rules, provided that the Options cannot be transferred or assigned within 12 months after the Vesting Date except in accordance with the Corporations Act.

3. In the event of a pro rata issue of Shares by the Company, the Exercise Price for each Option will be adjusted in accordance with Listing Rule 6.22.2 of the ASX Listing Rules (which adjustment formula will apply even where the Company is not admitted to the ASX Official List).

4. If any reorganisation (including consolidation, subdivision, reduction, return or cancellation) of the issued capital of the Company occurs before the expiry of any Options, the number of Options to which each Option Holder is entitled or the Exercise Price of his or her Options or both must be reorganised in accordance with the ASX Listing Rules applying to a reorganisation at the time of the reorganisation (which adjustment formula will apply even where the Company is not admitted to the ASX Official List).

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1. An Option does not confer the right to participate in new issues of capital offered to holders of Shares (Rights Entitlement) during the currency of the Options without exercising the Options. However, the Company will ensure that for the purpose of determining Rights Entitlements to any such issue, the Option Holder is to receive at least 5 business days written notice from the Company of the pending closing or record date and sufficient time for the Option Holder to exercise the Options prior to that closing or record date in order to qualify for the participation in the Rights Entitlement.

2. If the Shares are listed for quotation on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation or listing of all Shares allotted on the exercise of any Options within 10 Business Days (as defined in the Listing Rules of the ASX) of allotment.

3. In the event of the liquidation of the Company, all unexercised Options will lapse upon the occurrence of that liquidation.

4. The Options do not provide any entitlement to dividends paid to ordinary shareholders.

5. The Options do not entitle the Option Holder to vote at any meeting of shareholders.

6. To the extent that any of these Option Terms And Conditions are inconsistent with or contrary to the ASX Listing Rules, the ASX Listing Rules provisions will prevail and these Option Terms And Conditions are deemed to incorporate the relevant ASX Listing Rules provisions as an amendment to these terms.

7. these Terms and Conditions are governed by the laws of the State of Victoria. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

NOTICE OF EXERCISE OF OPTIONS AND APPLICATION FOR SHARES

To: The Directors,
Money3 Corporation Limited ACN 117 296 143 (Company)

I/We # of # am/are the registered holder(s) of # Options.
I/We exercise my/our Options to subscribe for # fully paid ordinary shares in the capital of the Company.
I/we enclose application moneys of $# calculated at AUS$1.30 per Share.
I/We agree that by the issue of these Shares I/we are bound by the Constitution of the Company.
I/We request registration as the holder(s) of the Shares on the register. My/our address to be shown on the register is #

Please forward statement to me by post at the address set out above.
DATED /20##

Signature