SWIFT TV LTD — AGM Information 2021

Oct 4, 2021

5 October 2021

Dear Shareholder,

Annual General Meeting - Notice and Proxy Form

Notice is given that the Annual General Meeting of Shareholders of Swift Media Limited ACN 006 222 395 (Company) will be held on Thursday 18 November 2021 commencing at 10.00am (WST).

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings.

In accordance with section 253RA of the Corporations Act (as inserted by the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), the Notice of Meeting (NOM) is being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of the NOM. Instead, a copy of the NOM is available through the Company's website at https://www.swiftmedia.com.au/asx-announcements/.

As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience.

Shareholders are encouraged to vote online athttp://www.linkmarketservices.com.au/ or by returning the attached proxy form by:

post to:	Swift Media Limited	or
	C/- Link Market Services Limited
	Locked Bag A14	facsimile to:	+61 2 9287 0309
	Sydney South NSW 1235

To vote online, select 'Investor Login' and in the 'Single Holding' section enter Swift Media Limited or the ASX code SW1 in the Issuer name field, your Holder Identification Number (HIN) or Security Reference number (SRN) (which is shown on your proxy form), postcode, complete the security process and click 'Login'. Select the 'Voting' tab and then follow the prompts.

Your proxy voting instruction must be received by 10.00am (WST) on 16 November 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

Yours faithfully Simon Whybrow Company Secretary

Swift Media Limited ACN 006 222 395

Notice of Annual General Meeting

Annual General Meeting to be held at 1060 Hay Street West Perth 6005 on 18 November 2021 commencing at 10.00am (WST).

The Board has made the decision that it will hold a physical Meeting with the appropriate social gathering and physical distancing measures in place to comply with the Federal Government's and State Government's current restrictions for physical gatherings.

Important

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

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an annual general meeting of the shareholders of Swift Media Limited ACN 006 222 395 (Company) will be held at 1060 Hay Street West Perth, WA, 6005 on 18 November 2021, commencing at 10.00am (WST).

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

Business

Annual Report

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report.

Resolution 1: Approval of Remuneration Report

To consider and, if thought fit, to pass the following Resolution as an advisory only resolution:

"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2021 be adopted."

Note: The votes on this Resolution are advisory only and do not bind the Directors or the Company.

Voting exclusion statement

In accordance with Section 250R of the Corporations Act, a vote on Resolution 1 must not be cast by, or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or Closely Related Party of such member, subject to the applicable exceptions described in this Notice.

Resolution 2: Re-election of Pippa Leary

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

"That Pippa Leary, who was appointed as a Director on 7 April 2021 and in accordance with clause 11.4 of the Constitution holds office until this Annual General Meeting and, being eligible, offers herself for re-election, be re-elected as a Director in accordance with clause 11.4 of the Constitution."

Resolution 3: Re-election of Robert Sofoulis

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

"That, for all purposes, Robert Sofoulis, who retires by rotation in accordance with clause 11.1(c) of the Constitution and who is eligible and offers himself for re-election, be re-elected as a Director."

Resolution 4: Re-election of Brian Mangano

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

"That Brian Mangano, who was appointed as a Director on 27 April 2021 and in accordance with clause 11.4 of the Constitution holds office until this Annual General Meeting and, being eligible, offers himself for re-election, be re-elected as a Director in accordance with clause 11.4 of the Constitution."

Resolution 5: Approval of issue of securities to Brian Mangano

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

"That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue up to 2,000,000 Incentive Options to Mr Brian Mangano (and/or his nominees) as set out in the Explanatory Statement."

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Brian Mangano, or otherwise a person who is expected to participate in, or who will obtain a material benefit (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons.

Further, in accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

Resolution 6: Change of name to "Swift Networks Group Limited"

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

"That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to "Swift Networks Group Limited" with effect from the date that ASIC alters the details of the Company's registration."

Resolution 7: Approval of 10% Placement Facility

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

"That, in accordance with Listing Rule 7.1A, and for all other purposes, approval be given for the issue of Equity Securities totaling up to 10% of the issued capital of the Company under and in accordance with Listing Rule 7.1A, on the terms and conditions set out in the Explanatory Statement."

Resolution 8: Replacement of Constitution

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

"That, pursuant to and in accordance with section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form of the document tabled at the Meeting and signed by the Chair for the purposes of identification, with effect from the close of the Meeting."

Voting exclusions and exceptions

Where a voting exclusion and/or voting prohibition applies to a Resolution, it is set out below the relevant Resolution. The voting exclusions and/or voting prohibitions (as applicable) for the following Resolutions are subject to the exceptions stated in the table below (as applicable).

Resolution	Exceptions
1 and 5	A person (voter) described in the voting prohibition may cast a vote on the Resolution as aproxy if the vote is not cast on behalf of a person described in the voting exclusion and either:
	(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is to voteon 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 the Resolution; and
		(ii)	expressly authorises the Chair to exercise the proxy even if the Resolution isconnected directly or indirectly with the remuneration of a member of the KeyManagement Personnel.
5	The voting exclusion does not apply to a vote cast in favour of the Resolution by:
	(a)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,in accordance with directions given to the proxy or attorney to vote on the Resolutionin that way;
	(b)	the Chair as proxy or attorney for a person who is entitled to vote on the Resolution,in accordance with a direction given to the Chair to vote on the Resolution as theChair decides; or
	(c)		a Shareholder acting solely in a nominee, trustee, custodial or other fiduciary capacityon behalf of a beneficiary provided the following conditions are met:
		(i)	the beneficiary provides written confirmation to the Shareholder that thebeneficiary is not excluded from voting, and is not an associate of a personexcluded from voting, on the Resolution; and
		(ii)	the Shareholder votes on the Resolution in accordance with directions givenby the beneficiary to the Shareholder to vote in that way.

Document components

This document includes this Notice, the accompanying Explanatory Statement and Proxy Form.

By order of the Board

Simon Whybrow Company Secretary Swift Media Limited

5 October 2021

EXPLANATORY STATEMENT

Important information

This Explanatory Statement has been prepared for the information of the shareholders of Swift Media Limited ACN 006 222 395 (Company) in connection with the Resolutions to be considered at the Annual General Meeting to be held at 1060 Hay Street West Perth, WA, 6005 on 18 November 2021, commencing at 10.00am (WST).

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company, which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Meeting.

This Notice and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional adviser prior to voting.

Interpretation

Capitalised terms which are not otherwise defined in this Notice and Explanatory Statement have the meanings given to those terms in the Definitions Section below.

References to "$" and "A$" in this Notice and Explanatory Statement are references to Australian currency unless otherwise stated.

References to time in this Notice and Explanatory Statement relate to the time in Perth, Western Australia.

Voting exclusion statements

Certain voting restrictions apply to the Resolutions as detailed beneath the applicable Resolutions in the Notice.

Proxies

Please note that:

• a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
• a proxy need not be a Shareholder;
• a Shareholder may appoint a body corporate or an individual as its proxy;
• a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and
• Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Members of the Key Management Personnel will not be able to vote as proxy on Resolution 1, unless the Shareholder directs them how to vote or, in the case of the Chair, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair) as their proxy, the Shareholder should ensure that they direct the member of Key Management Personnel how to vote on Resolution 1.

If a Shareholder intends to appoint the Chair as their proxy for Resolution 1, Shareholders can direct the Chair how to vote by marking one of the box for Resolution 1 (for example, if the Shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If the Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 1 even though it is connected to the remuneration of members of the Key Management Personnel.

To vote by proxy, please complete and sign the enclosed Proxy Form and return it so that it is received by no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Voting entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5.00pm (WST) on 16 November 2021. Accordingly, transactions registered after that time will be disregarded in determining a Shareholder's entitlement to attend and vote at the Annual General Meeting.

REGULATORY INFORMATION

1. Electronic Notice

In accordance with section 253RA of the Corporations Act (as inserted by the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth), this Notice and Explanatory Statements are being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice. The Notice can be viewed and downloaded at the following link:

https://www.swiftmedia.com.au/asx-announcements/

2. Annual Report

The Annual Report of the Company for the financial year ended 30 June 2021, which includes the Financial Report, the Directors' Report, the Remuneration Report and the Auditor's Report, will be laid before the Annual General Meeting.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Report and the management of the Company.

A representative of the Company's auditor, BDO Audit (WA) Pty Ltd, is anticipated to be in attendance to respond to any questions raised of the auditor or on the Auditor's Report in accordance with section 250T of the Corporations Act.

3. Resolution 1: Approval of Remuneration Report

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the remuneration report will be put at the annual general meeting. Section 250R(2) of the Corporations Act requires a resolution that the remuneration report adopted be put to a vote. Resolution 1 seeks this approval.

Shareholders will be given a reasonable opportunity at the meeting to comment on and ask questions about the Company's Remuneration Report.

The Board will take the outcome of the vote into consideration when reviewing remuneration practices and policies.

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. However, under the Corporations Act, if at least 25% of the votes cast on this Resolution at the Meeting are against the adoption of the Remuneration Report, then:

• if comments are made on the Remuneration Report at the Meeting, the Company's Remuneration Report will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and
• if, at the Company's 2021 annual general meeting, at least 25% of the votes cast on the resolution for the adoption of the Remuneration Report for the relevant year are against its adoption (Strike), Shareholders should be aware that if a second Strike is received at the 2022 annual general meeting, this may result in the Company being required to put to shareholders a resolution proposing that a general meeting (Spill Meeting) be called to consider the election of Directors (Spill Resolution). If a second Strike was received, the Spill Meeting would need to be held within 90 days of the date of the Company's 2022 annual general meeting. For any such Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless reelected at that meeting.

The Remuneration Report forms part of the Directors' Report which has been adopted by a resolution of the Board. The Directors have resolved in favour of the Remuneration Report and recommend it to Shareholders for adoption.

The Board encourages all Shareholders to vote on Resolution 1.

4. Resolution 2: Re-election of Pippa Leary

Pippa Leary was appointed to the Board as Managing Director on 7 April 2021 in accordance with clause 13.19 of the Constitution. As announced on 17 September 2021, Ms Leary has since resigned as CEO and Managing Director and has transitioned to the role of Non-Executive Director.

Clause 11.4 of the Constitution allows the Board to appoint, at any time, a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office until the conclusion of the next annual general meeting of the Company but is eligible for re-election by Shareholders at that meeting but is not to be taken into account in determining the Directors who are to retire by rotation. Accordingly, Ms Pippa Leary, who transitioned to the role of Non-Executive Director on 17 September 2021, being eligible, offers herself for re-election as a Non-Executive Director.

In addition, Listing Rule 14.4 provides that a Director appointed as an addition to the Board after the entity's admission to the Official List must not hold office (without re-election) past the annual general meeting.

On 7 April 2021, Ms Leary was appointed as Executive Director of the Company. Accordingly, Ms Leary resigns as a Director at the Meeting and, being eligible seeks approval to be elected as an Executive Director pursuant to this Resolution.

If elected, Ms Pippa Leary is not considered to be an independent Director, as Ms Pippa Leary has been employed in an executive capacity by the Company in the last 3 years.

Brief background information on Ms Leary is set out below:

Pippa Leary

Ms Leary joined Swift in July 2019 following her tenure as leader of Nine's digital sales team where she was responsible for the media company's key online properties including nine.com.au, 9Honey and their broadcast video on demand platform 9Now. Pippa was previously CEO of Fairfax-Nine programmatic exchange APEX, and prior to that held senior executive roles at Fairfax Media, including Managing Director of the publisher's Digital Media division. She is also an experienced board director, and currently sits on the advisory boards of the Rugby League Players Association and uCast.

Directors' recommendation

Other than Ms Leary, who makes no recommendation in relation to her own re-election, the Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

5. Resolution 3: Re-election of Robert Sofoulis

In accordance with clause 11.1(c) of the Constitution, at every annual general meeting, an election of Directors must be held whereby one or more Directors retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement. In accordance with clause 13.22, the Managing Director is not required to retire by rotation.

Mr Robert Sofoulis retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-election in accordance with clause 11.1(d).

Brief background information on Mr Sofoulis is set out below:

Robert Sofoulis

Mr Robert Sofoulis is the founder of Swift Networks and Wizzie TV. Robert has an engineering background in instrumentation and worked in the mining and oil and gas industries for 20 years before becoming and entrepreneur in 1995. Initially concentrating in the two-way radio rental business, Robert soon expanded the business to include sales and engineering services and created ASTIB Group, consisting of various radio and communications subsidiaries. Most of the ASTIB Group was divested in January 2011 for approximately $50 million to CSE Global, a multinational organization on the Singapore Stock Exchange.

Directors' recommendations

Other than Mr Sofoulis, who does not make any recommendation in relation to his own re-election, the Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

6. Resolution 4: Re-election of Brian Mangano

Brian Mangano was appointed to the Board as a Non-Executive Director on 27 April 2021 in accordance with clause 11.4 of the Constitution and was subsequently appointed as CEO and Managing Director on 17 September 2021 pursuant to clause 13.19 of the Constitution.

Notwithstanding that Listing Rule 14.4 does not apply to a Managing Director (provided there is only one (1) Managing Director), clause 11.4 of the Constitution (summarised in section 4 above) provides that any Director (including a Managing Director) so appointed hold office until the conclusion of the next annual general meeting of the Company but is eligible for re-election by Shareholders at that meeting. Accordingly, Mr Brian Mangano, who transitioned to the role of Managing Director on 17 September 2021, being eligible, offers himself for re-election as Managing Director.

If elected, Mr Mangano is not considered to be an independent Director as Mr Mangano has been employed in an executive capacity by the Company in the last 3 years.

Brian Mangano

Mr Mangano joined Swift in April 2021 as a Non-Executive Director and Chief Financial Officer and was recently appointed as Chief Executive Officer and Managing Director. Brian is a Chartered Accountant with more than 25 years' executive experience in Australian Listed companies in the Engineering, Technology and Investment sectors.. After qualifying with Ernst & Young, Brian travelled to the UK where he worked with Richard Branson's Virgin group as Financial Controller for Virgin Communications. Brian's last major role was as CFO of ASX listed Veris Group the largest surveying group in Australia with over 800 staff and revenues over $100 million. Brian is also a former Managing Director of listed companies AirBoss and Australian Growth. His experience spans a broad range of areas including strategic and business planning, mergers and acquisitions, capital raising, debt finance, information technology, risk management and company secretarial, Brian is a Fellow of the Governance Institute of Australia a Member of the AICD.

Directors' recommendation

Other than Mr Mangano, who makes no recommendation in relation to his own re-election, the Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

7. Resolution 5: Approval of issue of Options to Brian Mangano

Background

The Board has agreed, subject to obtaining Shareholder approval, to issue a total of 2,000,000 unquoted options to Mr Brian Mangano (or his nominees) as part of his remuneration as CEO and Managing Director of the Company on the terms set out in Appendix A (Incentive Options).

Mr Mangano was first appointed as Chief Financial Officer and a Non-Executive Director on 27 April 2021. As announced on 17 September 2021, Mr Mangano has now been appointed as the Company's Chief Executive Officer and Managing Director.

The Incentive Options provide an incentive component to Mr Mangano's remuneration package and align his interests with those of Shareholders. The Board considers that the number of Incentive Options to be granted to Mr Mangano is commensurate with his value to the Company and is an appropriate method to provide cost effective remuneration.

Resolution 5 seeks the approval of Shareholders pursuant to Listing Rule 10.11 and section 208 of the Corporations Act for the issue of the Incentive Options to Mr Mangano or his nominees.

Resolution 5 is an ordinary resolution.

ASX Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• (a) a related party (Listing Rule 10.11.1);
• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);
• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);
• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or
• (e) a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

Mr Mangano is a related party of the Company by virtue of his position as Managing Director. As the issue of Options to Mr Mangano (or his nominees) involves the issue of Options to a related party of the Company, Shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Resolution 5 seeks the required Shareholder approval to the proposed issues of Shares under and for the purposes of Listing Rule 10.11.

If Resolution 5 is passed, the Company will be able to issue the Incentive Options to Mr Mangano (or his nominees) and Mr Mangano will be remunerated accordingly.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the Incentive Options to Mr Mangano (or his nominees) and the Company may need to consider other forms of incentive remuneration to remunerate Mr Mangano, including by the payment of cash.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of Incentive Options will not be included under the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the proposed issue of Incentive Options:

• (a) the Incentive Options will be issued to Mr Mangano (or his nominees), CEO and Managing Director of the Company;
• (b) Mr Mangano is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1. In the event that the Incentive Options are issued to a nominee of Mr Mangano, that person will fall into the category stipulated by Listing Rule 10.11.4;
• (c) a maximum of 2,000,000 Incentive Options will be issued to Mr Mangano (or his nominees);
• (d) the Incentive Options will be issued with an exercise price of $0.05 and an expiry date of 3 years from the date of issue, and otherwise on the terms set out in Appendix A;
• (e) the Incentive Options will be issued no later than 1 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);
• (f) the Incentive Options will be issued for nil cash consideration as they will be issued as part of Mr Mangano's remuneration package and therefore no funds will be raised as a result of the issue. Funds raised upon any exercise of the Incentive Options are intended to be used for general working capital purposes;
• (g) the current total remuneration package for Mr Mangano is set out below:

Remuneration (per annum)	Amount
Salary and fees	$365,000 (Base Salary) plus statutory superannuationentitlements
Incentive payments	Participation in Swift's Executive Incentive Plan subjectto the Board's sole and absolute discretion.
Leave entitlements	20 Business Days
Share-based payments1	Nil

Notes:

• 1 The value of incentive Options the subject of this Resolution are not reflected above.
• (h) the Incentive Options are being issued pursuant to Mr Mangano's employment agreement, the material terms of which are set out below:
  • (i) Term: No fixed term, the appointment continues until terminated in accordance with the terms of Mr Mangano's employment agreement.
  • (ii) Remuneration: see paragraph (g) above;
  • (iii) Notice: 6 months.
• (i) a voting exclusion statement is included in the Notice.

Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 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 210 to 216 of the Corporations Act.

The Board (other than Mr Mangano, who has a material personal interest in Resolution 5) considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Options as the agreement to grant the Options, reached as part of the remuneration package for Mr Mangano, is considered reasonable remuneration in the circumstances.

Directors' recommendation

Other than Mr Mangano, who does not make any recommendation due to his material personal interest in the Resolution, the Directors unanimously recommends that Shareholders vote in favour of Resolution 5.

8. Resolution 6: Change of name to "Swift Networks Group Limited"

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 6 seeks the approval of Shareholders for the Company to change its name to "Swift Networks Group Limited".

Resolution 6 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).

The Company has taken steps to reserve the name with ASIC prior to the date of this Notice and if Resolution 6 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting to effect the change (subject to the name being available).

If Resolution 6 is passed the change of name will take effect when ASIC alters the details of the Company's registration.

Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

9. Resolution 7: Approval of 10% Placement Facility

Listing Rule 7.1A provides that an 'eligible entity' may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital at the time of issue calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 (Additional 10% Placement Capacity) without using that company's existing 15% annual placement capacity under Listing Rule 7.1 and without requiring further shareholder approval prior to the issue.

The Company is seeking approval under Resolution 7 to have the flexibility to issue additional Equity Securities under the Additional 10% Placement Capacity. As at the date of this Notice, no decision has been made by the Company to undertake any issue of Equity Securities under the Additional 10% Placement Capacity if Shareholders approve this Resolution**.**

Resolution 7 seeks Shareholder approval by way of a special resolution to provide the Company the ability to issue Equity Securities under the Additional 10% Placement Capacity during the Additional 10% Placement Period. The number of Equity Securities to be issued under the Additional 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

If Resolution 7 is passed, the Company will effectively be able to issue equity securities up to a combined annual placement capacity of 25% under Listing Rules 7.1 and 7.1A (subject to certain restrictions) without necessarily requiring prior Shareholder approval.

If Resolution 7 is not passed, the Company will not be able to access the Additional 10% Placement Capacity to issue equity securities without Shareholder approval. This means the Company will only have access to the 15% annual placement capacity for issuing equity securities without necessarily requiring prior Shareholder approval under Listing Rule 7.1.

Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

Listing Rule 7.1A

(a) Eligible Entity

Under the Listing Rules, an 'eligible entity' is an entity which, as at the date of the relevant resolution, is not included in the S&P/ASX300 Index and has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) equal to or less than $300 million. The Company's market capitalisation, based on the closing price of Shares on 27 September 2021, is $13.31 million and the Company is therefore an 'eligible entity'.

(b) Special resolution

Resolution 7 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).

(c) Type of Securities which may be issued

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

As at the date of the Notice, the Company has on issue one quoted class of Equity Securities; Shares.

(d) Interaction with Listing Rule 7.1

The Additional 10% Placement Capacity under Listing Rule 7.1A is in addition to the Company's 15% placement capacity under Listing Rule 7.1. Therefore, approval of this Resolution will enable the Company to issue Equity Securities under Listing Rule 7.1A without using its placement capacity under Listing Rule 7.1.

(e) Effect of Resolution 7

The effect of Resolution 7 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the Additional 10% Placement Period without further Shareholder approval or using the Company's 15% annual placement capacity under Listing Rule 7.1.

Information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, the following information is provided in relation to the Additional 10% Placement Capacity:

(a) Effective period

Shareholder approval of the Additional 10% Placement Capacity is valid from the date of the Meeting and expires on the earlier of:

• (i) the date that is 12 months after the Meeting;
• (ii) the time and date of the Company's next annual general meeting; and

(iii) the date that Shareholders approve a transaction under Listing Rule 11.1.2 (significant change to nature or scale of activities) or 11.2 (change involving main undertaking),

(Additional 10% Placement Period).

(b) Minimum issue price

The issue price of Equity Securities issued under the Additional 10% Placement Capacity 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 that class were recorded immediately before:

• (i) the date on which the issue price is agreed for Equity Securities; or
• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

(Minimum Issue Price).

The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity.

(c) Purpose of issue

The Company may only issue Equity Securities under the Additional 10% Placement Capacity for cash consideration, which it may do to fund any one or more of the following:

• (i) general working capital expenses;
• (ii) activities associated with its current assets;
• (iii) repayment of debt; and
• (iv) acquisition and investment in new assets (including associated expenses).

The Company will disclose this information when Equity Securities are issued under the Additional 10% Placement Capacity.

(d) Economic and voting dilution risks

If Equity Securities are issued under the Additional 10% Placement Capacity, there is a risk of economic and voting dilution of Shareholders, including:

• (i) the market price for Equity Securities in the class of securities issued under the Additional 10% Placement Capacity may be significantly lower on the issue date than on the date of approval under Listing Rule 7.1A (i.e. the date of the Meeting); and
• (ii) the Equity Securities may be issued under the Additional 10% Placement Capacity at a discount to the market price for those Equity Securities on the issue date,

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

The table below illustrates:

• (i) the dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable 'A' calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice (Variable A);
• (ii) 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 as at the date of this

Notice. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (e.g. a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• Variable 'A' in Listing Rule 7.1A.2 50% decrease in market price $0.0115 Current market price $0.023 100% increase in market price $0.046 Current variable 'A' 578,896,819 10% voting dilution 57,889,682 Shares 57,889,682 Shares 57,889,682 Shares Funds raised $665,731 $1,331,463 $2,662,925 50% increase in current variable 'A' 868,345,229 10% voting dilution 86,834,523 Shares 86,834,523 Shares 86,834,523 Shares Funds raised $998,597 $1,997,194 $3,994,388 100% increase in current variable 'A' 1,157,793,638 10% voting dilution 115,779,364 Shares 115,779,364 Shares 115,779,364 Shares Funds raised $1,331,463 $2,662,925 $5,325,851
• (iii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the closing price of Shares on 27 September 2021.

Notes:

• 1. Assumes the Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• 1. 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%.
• 1. 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 Annual General Meeting.
• 1. 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.
• 1. The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
• 1. The market price used is $0.023, being the closing price of Shares on 27 September 2021.

(b) Allocation policy

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional 10% Placement Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional 10% Placement Capacity, including whether the Company will engage with new investors or existing Shareholders and, if so, the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

• (i) prevailing market conditions;

• (ii) the purpose for the issue of the Equity Securities;

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

• (iv) impacts of the placement on control;

• (v) other methods of raising capital; and

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

Recipients may include existing Shareholders or new investors, but not persons who are related parties who would otherwise require Shareholder approval under Listing Rule 10.11.

(c) Previous approval and issues under Listing Rule 7.1A

The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 19 November 2020.

In the 12 months preceding the date of the Meeting and as at the date of this Notice, the Company has not issued any Equity Securities pursuant to Listing Rule 7.1A.2.

(d) Voting exclusion statement

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..

10. Resolution 8: Replacement of Constitution

Under section 136(2) of the Corporations Act, a company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 8 seeks the approval of Shareholders to repeal the Company's existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares.

The Proposed Constitution incorporates amendments to the Corporations Act and the Listing Rules since the current Constitution was adopted in 2016. The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary.

Shareholders are invited to contact the Company if they have any queries or concerns.

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholder's present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8.

Summary of material proposed changes

(a) Restricted Securities (article 2.6)

ASX made a number of changes to the escrow regime in the Listing Rules in December 2019 to make aspects of the listing process and ongoing compliance with the Listing Rules more efficient for issuers and for ASX.

Amongst these, a two-tier escrow regime was introduced where ASX can and will require certain, more significant, holders of Restricted Securities (as defined by the Listing Rules) and their controllers to execute a formal escrow agreement in the form of Appendix 9A, as was previously the case. However, for less significant holdings, ASX will instead permit entities to rely on a provision in their constitution imposing appropriate escrow restrictions on the holder of Restricted Securities and to simply give a notice to the holder of Restricted Securities in the form of a new Appendix 9C advising them of those restrictions.

Under article 2.6 of the Proposed Constitution, holders of Restricted Securities will be taken to have agreed in writing that those Securities are to be kept on the Company's issuer sponsored sub-register and are to have a holding lock applied for the duration of the applicable escrow period. Holders of Restricted Securities will also not be entitled to participate in any return of capital on those Securities during the applicable escrow period, except as permitted by the Listing Rules or ASX.

(b) Receipt of director nominations (article 7.5)

ASX Listing Rule 14.3 requires a Company must accept nominations for the election of directors up to 35 Business Days before the date of a general meeting at which directors may be elected (unless the Constitution provides otherwise). Article 7.5 of the Proposed Constitution requires a person to lodge a nomination for election as a director at the Registered Office at least 30 Business Days before, but no more than 45 Business Days before the meeting.

(c) Deemed notice to uncontactable Shareholders (article 14.5)

Article 14.5 provides that a document will be deemed to have been served to a Shareholder if the document is exhibited in the registered office of the Company for 48 hours in the event that:

• (i) a Shareholder does not have an address in the register of Shareholders, and has not nominated an alternative address; or
• (ii) the Company reasonable believes that a Shareholder is not known at the Shareholder's address in the register of Shareholders, or any alterative address provided.

(d) Partial (proportional) takeover provisions (article 5.5)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

(a) Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

(b) Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(c) Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

(d) Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (i) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
• (ii) assisting in preventing Shareholders from being locked in as a minority;
• (iii) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
• (iv) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (i) proportional takeover bids may be discouraged;
• (ii) lost opportunity to sell a portion of their Shares at a premium; and
• (iii) the likelihood of a proportional takeover bid succeeding may be reduced.

Directors' recommendation

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional

takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 8.

DEFINITIONS

In this Notice of Meeting and Explanatory Statement, the following terms have the following meanings:

Annual Report means the annual report of the Company for the financial year ended 30 June 2021.

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 contained in the Annual Report.

Board means the board of Directors.

Chair means the chairperson of the Meeting.

Closely Related Party means a closely related party of a member of Key Management Personnel as defined in section 9 of the Corporations Act, being:

• (a) a spouse or child of the member;
• (b) a child of that member's spouse;
• (c) a dependent of that member or of that member's spouse;
• (d) anyone else who is one of that member's family and may be expected to influence that member, or be influenced by that member, in that member's dealings with the Company;
• (e) a company that is controlled by that member; or
• (f) any other person prescribed by the regulations.

Company means Swift Media Limited ACN 006 222 395.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the directors' report contained in the Annual Report.

Equity Securities has the meaning given in the Listing Rules.

Explanatory Statement means this explanatory statement incorporated in this Notice.

Financial Report means the financial report contained in the Annual Report.

Key Management Personnel means the key management personnel of the Company as defined in section 9 of the Corporations Act and Australian Accounting Standards Board accounting standard 124, being 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).

Listing Rules means the official listing rules of ASX.

Meeting or Annual General Meeting means the Annual General Meeting of Shareholders to be held on 18 November 2021 at 10.00am (WST).

Notice or Notice of Meeting means the notice of annual general meeting incorporating this Explanatory Statement.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to this Notice.

Remuneration Report means the remuneration report contained in the Annual Report.

Resolution means a resolution contained in the Notice.

Restricted Securities has the meaning given to it by the Listing Rules.

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

Shareholder means a holder of one or more Shares.

Trading Day has the meaning given in the Listing Rules.

VWAP means volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

APPENDIX A

The terms and conditions of the Options are set out below.

a) Entitlement

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

b) Expiry Date

Each Option will expire at 5.00pm (WST) on the date 3 years from the date of issue of the Option (Expiry Date).

c) Exercise Price

Each Option will have an exercise price equal to $0.05 (Exercise Price).

d) Exercise period and lapsing

Subject to clause (i), Options may be exercised at any time prior to the Expiry Date. After this time, any unexercised Options will automatically lapse.

e) Exercise Notice and payment

Options may be exercised by notice in writing to the Company (Exercise Notice) together with payment of the Exercise Price for each Option being exercised. Any Exercise Notice for 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. Cheques paid in connection with the exercise of Options must be in Australian currency, made payable to the Company and crossed "Not Negotiable".

f) Shares issued on exercise

Shares issued on exercise of Options will rank equally in all respects with existing Shares on issue.

g) Quotation of Shares

Provided that the Company is quoted on ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

h) Timing of issue of Shares

Subject to clause (i), within 5 business days after the later of the following:

• i. receipt of an Exercise Notice given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised by the Company if the Company is not in possession of excluded information (as defined in section 708A(7) of the Corporations Act); and
• ii. the date the Company ceases to be in possession of excluded information with respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Option being exercised by the Company,

the Company will:

• iii. allot and issue the Shares pursuant to the exercise of the Options;
• iv. give ASX a notice that complies with section 708A(5)(e) of the Corporations Act (to the extent that it is legally able to do so); and
• v. apply for official quotation on the ASX of the Shares issued pursuant to the exercise of the Options.

i) Shareholder and regulatory approvals

Notwithstanding any other provision of these terms and conditions, exercise of Options into Shares will be subject to the Company obtaining all required (if any) Shareholder and regulatory approvals for the purpose of issuing the Shares to the holder. If exercise of the Options would result in any person being in contravention of section 606(1) of the Corporations Act then the exercise of each Option that would cause the contravention will be deferred until such time or times that the exercise would not result in a contravention of section 606(1) of the Corporations Act. Holders must give notification to the Company in writing if they consider that the exercise of the Options may result in the contravention of section 606(1) of the Corporations Act, failing which the Company will be entitled to assume that the exercise of the Options will not result in any person being in contravention of section 606(1) of the Corporations Act.

j) 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 ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 4 business days after the issue is announced. This is intended to give the holders of Options the opportunity to exercise their Options prior to the announced record date for determining entitlements to participate in any such issue.

k) 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):

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

l) Adjustment for rights issue

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

m) Adjustments for reorganisation

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

n) Quotation

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

o) Transferability

Options can only be transferred with the prior written consent of the Company (which consent may be withheld in the Company's sole discretion).

	LODGE YOUR VOTE
	ONLINEwww.linkmarketservices.com.au
	 BY MAILSwift Media LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia
	BY FAX+61 2 9287 0309
	BY HANDLink Market Services LimitedLevel 12, 680 George Street, Sydney NSW 2000
	ALL ENQUIRIES TOTelephone: 1300 554 474Overseas: +61 1300 554 474

PROXY FORM

APPOINT A PROXY

STEP 1

VOTING DIRECTIONS

EPROXY FORMI/We being a member(s) of Swift Media Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of theMeeting (mark box)	body corporate you are appointing as your proxy	LOR if you are NOT appointing the Chairman of the Meetingas your proxy, please write the name of the person or
Por failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy toact on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extentpermitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (WST) on Thursday,18 November 2021 at 1060 Hay Street, West Perth 6005 (the Meeting) and at any postponement or adjournment of the Meeting.
MImportant for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicatedyour voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 1, even thoughthe Resolution is connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
ASProxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.Please read the voting instructions overleaf before marking any boxes with an T
Resolutions	ForAgainst Abstain*		ForAgainst Abstain*
1Approval of Remuneration Report		5Approval of issue of securities toBrian Mangano
2Re-election of Pippa Leary		6Change of name to "SwiftNetworks Group Limited"
3Re-election of Robert Sofoulis		7Approval of 10% PlacementFacility
4Re-election of Brian Mangano		8Replacement of Constitution

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

STEP 3

STEP 2

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

SW1 PRX2102C

*SW1 PRX2102C*

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

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

DEFAULT TO CHAIRMAN OF THE MEETING

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

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

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

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

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

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Tuesday, 16 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged:

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL

Swift Media Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX +61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited*

Level 12 680 George Street Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

COMMUNICATION PREFERENCE

We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select 'Communications' and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

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