UNION STAR METALS LTD — AGM Information 2017

Oct 29, 2017

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Thred Limited

ACN 124 541 466

Notice of Annual General Meeting

8:30am (AEDT) 30 November 2017

At the Crowne Plaza Coogee Beach 242 Arden Street, Coogee, NSW, 2034

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 on +61 8 6141 3394.

Time and place of Meeting and how to vote

Time and place of Meeting

Notice is given that the Company’s General Meeting will be held at [8:30am] (AEDT) on 30 November 2017 at the offices of Crowne Plaza Coogee Beach, 242 Arden Street, Coogee, NSW, 2034.

Your vote is important

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

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

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 General Meeting are those who are registered Shareholders at 8:30am (AEDST) on 28 November 2017.

Voting in person

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

Voting by proxy

In accordance with section 249L of the Corporations Act, members are advised that:

• (a) each member has a right to appoint a proxy;

• (b) the proxy need not be a member of the Company; and

• (c) 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 the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Shareholders and their proxies should be aware of these sections, as they will apply to this Meeting. Broadly, the sections mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these legislative requirements are set out below.

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Proxy vote if appointment specifies way to vote

An appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• (c) if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

If:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• (b) the appointed proxy is not the chair of the meeting; and

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either of the following applies:

• (i) the proxy is not recorded as attending the meeting;

• (ii) the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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Business of the Meeting

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2017, together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

Resolution 1 – Adoption of Remuneration Report

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2017.”

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

Voting Prohibition Statement:

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

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

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

However, a person ( 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:

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

• (d) 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.

Resolution 2 – Re-election of Director – Mr Solomon Matjeles

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

“That, for the purposes of clause 13.2 of the Constitution and for all other purposes, Mr Solomon Matjeles, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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Resolution 3 – Re-election of Director – Ms Robyn Foyster

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

“That, Ms Robyn Foyster, a Director who was appointed 27 March 2017, retires in accordance with clause 13.4 of the Constitution, and being eligible, is re-elected as a Director.”

Resolution 4 – Re-election of Director – Mr David Wheeler

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

“That, Mr David Wheeler, a Director who was appointed 30 August 2017, retires in accordance with clause 13.4 of the Constitution, and being eligible, is re-elected as a Director.”

Resolution 5 – Ratification of Prior Issue of Shares

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 7.4, and for all other purposes, Shareholders ratify the prior issue of 55,000,000 Shares issued pursuant to ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if:

• (a) 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

• (b) 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.

Resolution 6 – Ratification of Prior Issue of Options

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 7.4, and for all other purposes, Shareholders ratify the prior issue of 9,500,000 Options issued pursuant to ASX Listing Rule 7.1, on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if:

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• (a) 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

• (b) 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.

Resolution 7 – Ratification of Prior Issues of Securities

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 7.4, and for all other purposes, Shareholders ratify the following prior issues of the Company:

• (a) 43,112,608 Shares issued pursuant to ASX Listing Rule 7.1;

• (b) 20,000,000 Options issued pursuant to ASX Listing Rule 7.1;

• (c) 95,591,096 Shares issued pursuant to ASX Listing Rule 7.1A.; 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 a person who participated in the issues and any associates of those persons. However, the Company need not disregard a vote if:

• (a) 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

• (b) 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.

Resolution 8 – Approval of 10% Placement Capacity

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the 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 on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution 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 any associates of those persons. However, the Company will 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 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.

Resolution 9 – Replacement of Constitution

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To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution :

"That, for the purpose of 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 as signed by the chairman of the Meeting for identification purposes."

Dated: 30 October 2017.

By order of the Board

Damon Noel Sweeny Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

Financial Statements and Reports

In accordance with the Constitution, the business of the Meeting will include the receipt and consideration of the Company’s annual financial report for the financial year ended 30 June 2017, together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.thred.im.

Resolution 1 – Adoption of Remuneration Report

General

The Corporations Act requires a resolution that the remuneration report be adopted be put to shareholders at a listed company’s annual general meeting. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the Company’s annual financial report for the financial year ended 30 June 2017.

The Chair of the Meeting must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

Voting consequences

Under the Corporations Act, if, at consecutive annual general meetings:

• (a) at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report; and

• (b) at the first of those annual general meetings a Spill Resolution was not put to vote,

a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ). If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting, those persons whose election or re-election as directors of the company is approved will be the directors of the company.

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Previous voting results

At the Company’s annual general meeting for the year ended 30 June 2016, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

• (a) If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy: you must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

• (b) If you appoint the Chair as your proxy (where the Chair is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member): you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his or her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

• (c) If you appoint any other person as your proxy: you do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

Resolution 2 – Re-election of Director – Mr Solomon Matjeles

Clause 13.2 of the Constitution requires that, at the Company's annual general meeting each year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting following their appointment, whichever is the longer, without submitting themselves 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 13.2 of the Constitution is eligible for re-election.

The Company currently has 4 Directors and accordingly 1 must retire.

Mr Solomon Matjeles retires by rotation and seeks re-election.

Resolutions 3 and 4 – Re-election of Directors – Ms Robyn Foyster and Mr David Wheeler

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director 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 only until the next following general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Ms Robyn Foyster was appointed as a Director on 27 March 2017. Accordingly, Ms Foyster will retire in accordance with clause 13.4 of the Constitution and, being eligible, seeks re-election.

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Mr David Wheeler was appointed as a Director on 30 August 2017. Accordingly, Mr Wheeler will also retire in accordance with clause 13.4 of the Constitution and, being eligible, seeks re-election.

Resolution 5 – Ratification of Prior Issue of Shares

General

On 2 March 2017, the Company issued 55,000,000 Shares to the Hunter Capital Advisors Pty Ltd (and/or its nominees)( Lead Manager ) in consideration for the provision of corporate advisory and lead manager services provided to the Company in respect of the Company’s pre-launch and postlaunch phases, and attracting cornerstone investors ( Lead Manager Shares ). The Lead Manager Shares were issued without disclosure, within the Company’s existing ASX Listing Rules 7.1 capacity, and were issued pursuant to the Lead Manager mandate dated 2 March 2017 (announced by the Company on 2 March 2017) ( Lead Manager Mandate ).

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Lead Manager Shares described above ( Ratification ).

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 ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Resolution 5 is an ordinary resolution.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) the Equity Securities issued were 55,000,000 Shares;

• (b) the Lead Manager Shares were issued for nil cash consideration, but as consideration for corporate advisory and lead manager services provided by the Lead Manager to the Company, in respect of the Company’s pre-launch and post-launch phases, and attracting cornerstone investors, pursuant to the Lead Manager Mandate;

• (c) the Lead Manager Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (d) the Lead Manager Shares were issued to the Lead Manager (and/or its nominees) and clients of the Lead Manager who are exempt investors under section 708 of the Corporations Act and none of whom are related parties of the Company; and

• (e) no cash consideration was raised by the Company from the issue of the Lead Manager Shares.

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Resolution 6 – Ratification of Prior Issue of Options

General

On 9 May 2017, the Company issued 9,500,000 unlisted Options to Lateral pursuant to the Company’s Software Development Agreement ( SDA ) with Lateral dated 30 April 2017, in consideration for services provided by Lateral in respect of the Thred platform and App ( Lateral Options ).

The Lateral Options were issued without disclosure, within the Company’s existing ASX Listing Rules 7.1 capacity, have an exercise price of $0.02, and an expiry date of 9 May 2020.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Lateral Options described above ( Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Resolution 5 above.

Resolution 6 is an ordinary resolution.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) the Equity Securities issued were 9,500,000 Options;

• (b) the Lateral Options were issued for nil cash consideration, but in consideration for services provided by Lateral in respect of the Thred platform and App from Lateral, pursuant to the Company’s SDA with Lateral;

• (c) the Lateral Options issued are unlisted, each Lateral Option is exercisable into one Share at $0.02 per Lateral Option, have an expiry date of 9 May 2020, and are otherwise on the terms and conditions specified in Annexure A;

• (d) the Lateral Options were issued to Lateral who is an exempt investor under section 708 of the Corporations Act and is not a related party of the Company; and

• (e) no cash consideration was raised by the Company from the issue of the Lateral Options.

Resolution 7 – Ratification of Prior Issues of Securities

General

As announced by the Company on 3 May 2017, pursuant to a placement mandate with the Lead Manager dated 2 May 2017 ( Placement Mandate ), the Company agreed that the Lead Manager will conduct and manage a private placement ( Placement ) for the Company for the purposes of raising up to $3 million (with capacity for oversubscriptions up to a total of $3.75 million). As part of the Placement, the Company agreed to pay the Lead Manager an equity fee of 7% on the amount raised under the Placement.

Pursuant to the Placement Mandate, it was agreed that the Lead Manager would also be issued 20 million Options (for nil cash consideration) at an exercise price of $0.05 and with an expiry date of 9 May 2020, by way of fee for conducting the Placement.

The Placement was conducted at an issue price of $0.027 and raised $3.5 million.

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Pursuant to the Placement, on 9 May 2017, the Company issued the following Securities:

• (a) 34,038,534 Shares were issued to clients of the Lead Manager (and/or its nominees) pursuant to ASX Listing Rule 7.1;

• (b) 95,591,096 Shares were issued to clients of the Lead Manager (and/or its nominees) pursuant to ASX Listing Rule 7.1A;

(collectively, Placement Shares)

• (c) 9,074,074 Shares were issued to the Lead Manager (and/or its nominees) pursuant to ASX Listing Rule 7.1 by way of equity fee for conducting the Placement ( Fee Shares ); and

• (d) 20,000,000 Options were issued to the Lead Manager (and/or its nominees) pursuant to ASX Listing Rule 7.1 by way of fee for conducting the Placement ( Fee Options ).

Resolution 7 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Securities outlined above ( Ratification ).

The Placement Shares were issued partly:

• (a) within the Company’s 10% placement capacity permitted under ASX Listing Rules 7.1A, representing a total of 95,591,096; and

• (b) within the Company’s 15% placement capacity permitted under ASX Listing Rules 7.1, without the need for Shareholder approval, representing the balance of 34,038,534.

The Fee Shares and the Fee Options were issued as part of the Company’s 15% placement capacity permitted under ASX Listing Rules 7.1, without the need for Shareholder approval.

A summary of ASX Listing Rules 7.1 and 7.4 is set out in Resolution 5 above.

A summary of ASX Listing Rules 7.1A is set out in Resolution 8 below.

Resolution 7 is an ordinary resolution.

Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) the Equity Securities issued in respect of the Placement were 138,703,704 Shares and 20,000,000 Options;

Placement Shares

• (b) the Placement Shares were issued at a price of $0.027 per Placement Share;

• (c) the Placement Shares are fully paid ordinary shares in the capital of the Company;

• (d) the Placement Shares were allotted and issued to exempt investors (pursuant to section 708 of the Corporations Act) and who are not related parties of the Company;

• (e) the funds raised from the Placement (being $3.5 million) have been and will continue to be applied in the following manner:

• (i) further technology development and infrastructure scaling;

• (ii) investment in acquiring skills and resources to plan, establish and optimise user acquisition, post launch;

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• (iii) allowing the Company to specify and iterate future releases of Thred with confidence; and

• (iv) progressing, honing and implementing initial monetisation modules; and

• (f) a voting exclusion statement is included in the Notice.

Fee Shares

• (g) the Fee Shares were issued for nil cash consideration, but at a deemed issue price of $0.027 by way of 7% equity fee in consideration for the Lead Manager providing the services in conducting and completing the Placement for the Company;

• (h) the Fee Shares are fully paid ordinary shares in the capital of the Company;

• (i) the Fee Shares were allotted and issued to the Lead Manager (and/or its nominees) who are exempt investors (pursuant to section 708 of the Corporations Act) and who are not related parties of the Company;

• (j) no funds were raised from the issue of the Fee Shares, which were issued in consideration for the Lead Manager providing the services in conducting and completing the Placement for the Company; and

• (k) a voting exclusion statement is included in the Notice.

Fee Options

• (l) the Fee Options were issued for nil cash consideration, but by way of fee in consideration for the Lead Manager providing the services in conducting and completing the Placement for the Company;

• (m) the Fee Options issued are unlisted, each Fee Option is exercisable into one Share at $0.05 per Fee Option, have an expiry date of 9 May 2020, and are otherwise on the terms and conditions specified in Annexure B;

• (n) the Fee Options were issued to the Lead Manager (and/or its nominees) who are exempt investors under section 708 of the Corporations Act and are not related parties of the Company; and

• (o) no cash consideration was raised by the Company from the issue of the Fee Options.

Resolution 8 – Approval of 10% Placement Capacity – Shares

General

ASX 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 ( 10% Placement Capacity ). An approval under Listing Rule 7.1A remains valid until the earlier of:

• (a) the date falling 12 months after the date on which the approval is granted; and

• (b) the date shareholders approve a transaction under Listing Rule 11.1.2 (for a significant change to the nature or scale of the Company’s activities) or 11.2 (for a disposal of the Company’s main undertaking).

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

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• (c) is not included in the S&P/ASX 300 Index; and

• (d) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation as at 24 October 2017 of $19,543,449.

If Shareholders approve Resolution 8, the number of Equity Securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

The effect of Resolution 8 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing 7.1.

Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: THD).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to 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:

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4;

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 8:

• (a) Minimum price

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The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph (a)(i) above, the date on which the Equity Securities are issued.

• (b) Date of issue

• The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of the Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (for a significant change to the nature or scale of the Company’s activities) or 11.2 (for the disposal of the Company’s main undertaking), after which date, an approval under Listing Rule 7.1A ceases to be valid,

( 10% Placement Capacity Period

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable ‘A’ in the formula set out above) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Number of Shares on Issue (Variable 'A' in ASX Listing Rule 7.1A.2)			Dilution
	Number of Shares issued under 10% Placement	Dilutionary effect of issue of Shares under 10% Placement Capacity	Funds raised based on issue price of $0.0085 (50% decrease in current issue price)	Funds raised based on issue price of $0.017 (issue price based on current market price)	Funds raised based on issue price of $0.0255 (50% increase in current issue price)
	Capacity
1,149,614,660 (Current)	114,961,466	10%	$977,172	$1,954,345	$2,931,517
1,724,421,990 (50% increase)*	172,442,199	10%	$1,465,759	$2,931,517	$4,397,276
2,299,229,320 (100% increase)*	229,922,932	10%	$1,954,345	$3,908,690	$5,863,035

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current shares on issue are the Shares on issue as at 24 October 2017.

2. The issue price set out above $0.017 is the closing price of the Shares on the ASX on 24 October 2017.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. 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%.

8. 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 Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

• The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration, in which case the Company intends to use funds raised for its ongoing expenditure requirements in respect of its existing assets and the acquisition of new assets and investments (including expenses associated with such an acquisition) and general working capital; or

• (ii) as non-cash consideration for the acquisition of new assets and investments which will compliment the Company’s existing projects and add value to the Company’s Shareholders

Page | 16

where the directors consider it appropriate to do so, in which case the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(e) Allocation under the 10% Placement Capacity

• The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

• The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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

• (iv) the Company’s circumstances, including, but not limited to, its financial position and solvency;

• (v) prevailing market conditions; and

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

(f) Previous approval under ASX Listing Rule 7.1A

The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A on 17 November 2016. In the 12 months preceding the date of the 2017 Annual General Meeting (being 30 November 2017), the Company issued a total of 424,270,378 Equity Securities, representing 55% of the total number of Equity Securities on issue at 30 November 2016. Details of the Equity Securities issued in the preceding 12-month period are set out in Annexure C.

(g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

• When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

Voting exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

Resolution 9 – Replacement of Constitution

General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 9 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed

Page | 17

public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2009.

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.

The proposed changes are administrative or minor in nature, and include but are not limited to:

• (a) allowing for written circular resolutions of directors to be passed on simple majority rather than unanimous majority;

• (b) expressly providing for statutory rights by mirroring these rights in the Proposed Constitution; such as

• (i) giving the Company the power to deal with ‘Unmarketable Parcels’ of shares;

• (ii) charging fees for the registration of off-market transfers of Shares;

• (iii) amending the requirements to be satisfied before a dividend is paid;

• (iv) including the Corporations Act ‘proportional takeover’ provisions in the Company’s Constitution; and

• (c) updating references to bodies or legislation which have been renamed.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders, and believe that it is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, further details of the proposed material changes are set out in Annexure D.

Recommendation of the Board – proportional takeover provisions

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 9.

A copy of the Proposed Constitution is available for review by Shareholders at the Company's website www.thred.im and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 6141 3394). Shareholders are invited to contact the Company if they have any queries or concerns.

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Glossary

In this document the following definitions apply:

$	means Australian dollars.
10% Placement	has the meaning given in the Explanatory Statement under the heading
Capacity	‘Resolution 8’.
AEDST	means Australian Eastern Daylight Savings Time.
ASX	means ASX Limited ACN 008 624 691 or, as the context requires, the
	Australian Securities Exchange operated by ASX Limited.
ASX Listing Rules	means the Listing Rules of ASX.
Board	means the current board of directors of the Company.
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).
CompanyorThred	means Thred Limited ACN 124 541 466.
Constitution	means the Company’s constitution.
Corporations Act	means the_Corporations Act 2001_(Cth).
Directors	means the current directors of the Company.
Eligible Entity	means an entity that, at the date of the relevant general meeting:
	(a) is not included in the S&P/ASX 300 Index; and
	(b) has a maximum market capitalisation (excluding restricted
	securities and securities quoted on a deferred settlement basis)
	of $300,000,000.
Equity Securities	includes a Share, a right to a Share or Option, an Option, a convertible
	security and any security that ASX decides to classify as an Equity
	Security.

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Explanatory	means the explanatory statement accompanying this Notice.
Statement
General Meetingor	means the annual general meeting convened by this Notice.
Meeting
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons having
	authority and responsibility for planning, directing and controlling the
	Company’s activities, or if the Company is part of a consolidated entity, of
	the consolidated entity, directly or indirectly, including any director
	(whether executive or otherwise) of the Company, or if the Company is
	part of a consolidated entity, of an entity within the consolidated group.
Lateral	means Lateral Pty Ltd (ACN 009 403 963).
Lead Manager	means Hunter Capital Advisors Pty Ltd (ACN 603 930 418), the
	Company’s corporate adviser and lead manager.
NoticeorNotice of	means this notice of annual general meeting including the Explanatory
Meeting	Statement and the Proxy Form.
Option	means an option to subscribe for a Share.
Ordinary Securities	has the meaning set out in the ASX Listing Rules.
Proxy Form	means the proxy form accompanying this 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 2017.
Resolutions	means the resolutions to be considered by Shareholders at the Meeting,
	as set out in this Notice of Meeting.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means a registered holder of one or more Shares.

Page | 20

Annexure A – Terms and Conditions of Lateral Options

(a)

Entitlement

Subject to paragraph (m), each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b)

Exercise Price and Expiry Date

Subject to paragraphs (j) and (l), the amount payable upon exercise of each Option will be $0.02 ( Exercise Price ).

(c)

Expiry Date

Each Option will expire at 5:00pm (WST) on 9 May 2020 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) 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 such 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

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such 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.

Page | 21

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

If admitted to the official list of 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.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) 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 without exercising the Options.

(l) Adjustment for rights issue

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(m)

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 Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(n) Unquoted

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

(o) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Annexure B – Terms and Conditions of Fee Options

(p) Entitlement

Subject to paragraph (m), each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(q) Exercise Price and Expiry Date

Subject to paragraphs (j) and (l), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price ).

(r)

Expiry Date

Each Option will expire at 5:00pm (WST) on 9 May 2020 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(s) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(t) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(u)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(v)

Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) 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 such 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

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such

Page | 23

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.

(w) Shares issued on exercise

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

(x) Quotation of Shares issued on exercise

If admitted to the official list of 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.

(y) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(z) 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 without exercising the Options.

(aa) Adjustment for rights issue

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(bb) 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 Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(cc) Unquoted

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

(dd) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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Annexure C – Details of Equity Security Issues

Date of issue
			Names of persons who received
	Number	Class/Type of equity security
				Issue Price		Consideration
			securities or basis on which those
	issued	and Summary of terms
			persons was determined
		Fully paid ordinary shares	UNDERWRITTEN RIGHTS ISSUE : Subscribers to underwriters of & clients	$0.02	Total cash consideration	$3,099,377
01.02.2017 & 02.02.2017	154,968,856		, of underwriters	Issued at no discount to the market price at date of issue	Amount of cash consideration	$3,099,377 Development and marketing of the Thred platform and associated corporate operational costs
					spent and description of what
					consideration was spent on
28.02.2017	10,847,819	Fully paid ordinary shares	UNDERWRITTEN RIGHTS ISSUE : Underwriters of & nominees of underwriters	N/A	Non-cash consideration paid	Equity fee of 7% at $0.02 per share for conducting the rights issue. Value at 24.10.2017 ($0.017) : $184,412
					and current value of that non-
					cash consideration
28.02.2017	20,000,000	Options exercisable at $0.05 expiring 27 February 2020	UNDERWRITTEN RIGHTS ISSUE : Lead Manager of & nominees of Lead Manager, approved by shareholders at GM 10 April 2017	N/A		Equity fee for conducting the rights issue. Based on current Option price using Black Scholes valuation of $0.00499 at 24 October 2017, the current value of non cash consideration is $99,800
					Non-cash consideration paid
					and current value of that non-
					cash consideration
02.03.2017	55,000,000	Fully paid ordinary shares	Corporate advisor and nominees of corporate advisor	N/A	Non-cash consideration paid	Equity fee in consideration for corporate advisory services pursuant to mandate dated 3 March 2017. Value at 24.10.2017 ($0.017) : $935,000
					and current value of that non-
					cash consideration
		Fully paid ordinary shares	Lead Manager of & nominees of Lead Manager pursuant to shareholder	$0.02	Total cash consideration	$300,000
09.05.2017	15,000,000		, approval at GM 10 April 2017	Issued at 51% discount to the market price on the date of issue	Amount of cash consideration	$300,000 Development and marketing of the Thred platform and associated corporate operational costs
					spent and description of what
					consideration was spent on

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Date of issue
			Names of persons who received
	Number	Class/Type of equity security
				Issue Price		Consideration
			securities or basis on which those
	issued	and Summary of terms
			persons was determined
09.05.2017	250,000	Fully paid ordinary shares	Company Secretary, pursuant to shareholder approval at GM 10 April 2017	N/A	Non-cash consideration paid	Equity fee in consideration for services provided. Value at 24.10.2017 ($0.017) : $4,250
					and current value of that non-
					cash consideration
		Fully paid ordinary shares	Lead Manager, nominees of Lead Manager & clients of Lead Manager	$0.027	Total cash consideration	$3,500,000
09.05.2017	129,629,630		, pursuant to a placement mandate dated 2 May 2017	Issued at 34% discount to the market price on the date of issue	Amount of cash consideration	$450,000 Post-launch technology development , acquiring skills and resources for user acquisition
					spent and description of what
					consideration was spent on
09.05.2017	9,074,074	Fully paid ordinary shares	Lead Manager of & nominees of Lead Manager, pursuant to a placement mandate dated 2 May 2017	N/A	Non-cash consideration paid	Equity fee for conducting the placement. Value at 24.10.2017 ($0.017) : $154,259
					and current value of that non-
					cash consideration
09.05.2017	9,500,000	Options exercisable at $0.02 expiring 9 May 2020	Lateral Pty Ltd, pursuant to shareholder approval at GM 10 April 2017	N/A		Equity consideration for meeting performance targets in software development agreement. Based on current Option price using Black Scholes valuation of $0.03385 at 24 October 2017, the current value of non cash consideration is $321,585
					Non-cash consideration paid
					and current value of that non-
					cash consideration
09.05.2017	20,000,000	Options exercisable at $0.05 expiring 9 May 2020	Lead Manager of & nominees of Lead Manager, pursuant to a placement mandate dated 2 May 2017	N/A		Equity fee for conducting the placement. Based on current Option price using Black Scholes valuation of $0.02932 at 24 October 2017, the current value of non cash consideration is $586,420
					Non-cash consideration paid
					and current value of that non-
					cash consideration

Page | 3

Annexure D – Summary of Proposed Material Changes to Constitution

Circular Resolution of Directors (Clause 9.1)

Clause 9.1 of the Proposed Constitution outlines a new procedure for written resolutions of directors, which will allow the Company’s Directors to pass resolutions without a formal Directors’ meeting being held if:

• (i) each Director is given notice of the proposed resolution; and

• (ii) a majority of the Directors indicate that they are in favour of the resolution.

This procedure will allow the Directors to propose and vote on the Company’s business decisions in an efficient and effective manner, reducing the administrative costs and time required for formal Directors’ meetings to be held.

The Directors believe this new procedure does not represent a material change to the manner in which the Board makes its decisions, nor will it have any significant impact on Shareholders.

Further, this procedure is consistent with the requirements for passing resolutions at Directors’ meetings, which merely requires more votes in favour of the resolution than against it to pass a resolution.

Minimum Shareholding (Schedule 3)

Schedule 3 of the Proposed Constitution outlines how the Company can manage shareholdings which represent an "unmarketable parcel" of shares, being a shareholding that is less than $500 based on the closing price of the Company's Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with "unmarketable parcels" outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Schedule 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Fee for registration of off market transfers (clause 8.4(c)

In 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a "reasonable fee" for registering paper-based transfers, sometimes referred to "off-market transfers".

Clause 4.6(a) of the Proposed Constitution permits the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders.

The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Dividends (clause 10.1)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

• (i) the company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

Page | 2

• (ii) the payment of the dividend is fair and reasonable to the company's shareholders, as a whole; and

• (iii) the payment of the dividend does not materially prejudice the company's ability to pay its creditors.

The Company’s existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. Clause 10.1 of the Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (Schedule 4)

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 mechanism 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.

Schedule 4 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

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.

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.

Knowledge of any acquisition proposals

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

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

Page | 3

• (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.

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YOUR VOTE IS IMPORTANT. FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10:00am (AEDT) 28 NOVEMBER 2017

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an ‘Appointment of Corporate Representative’ prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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.

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote.

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, 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.

STEP 3 Sign the Form

The form must be signed as follows:

Individual : This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney : to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies : this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place .

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting ( 10:00 am (WST) on 8 APRIL 2017 ). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

BY MAIL or IN PERSON

Level 24 Allendale Square, 77 St Georges Terrace, Perth WA 6000

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

FOR ALL ENQUIRIES CALL: +61 8 6141 3394 ALL CORRESPONDENCE TO: Company Secretary

Thred Limited ACN 124 541 466

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General Meeting Proxy form

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an ‘X’ and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

STEP 1 - Appointment of Proxy

I/We being a member/s of Thred Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an ‘X’)

OR

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Thred Limited to be held at Crowne Plaza Coogee Beach, 242 Arden Street, Coogee, NSW, 2034 on 30 November 2017 at 10:00 am ( AEDT ) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. The Chairman will vote all undirected proxies in favour of all Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is ____%

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

Ordinary Business		For	Against	Abstain
Resolution 1	Adoption of Remuneration Report			
Resolution 2	Re-election of Director – Mr Solomon Matjeles			
Resolution 3	Re-election of Director – Ms Robyn Foyster			
Resolution 4	Re-election of Director – Mr David Wheeler			
Resolution 5	Ratification of Prior Issues of Shares – 55,000,000 Lead Manager Shares			
Resolution 6	Ratification of Prior Issues of Options – 9,500,000 Lateral Options			
Resolution 7 (a)	Ratification of Prior Issues of Securities - 43,112,608 Shares pursuant to LR 7.1			
Resolution 7 (b)	Ratification of Prior Issues of Securities – 20,000,000 Fee Options pursuant to LR 7.1			
Resolution 7 (c)	Ratification of Prior Issues of Securities - 95,591,096 Shares pursuant to LR 7.1A			
Resolution 8	Approval of 10% Placement Capacity – Shares			
Resolution 9	Replacement of Constitution			

STEP 3 - Please sign here

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Daytime Telephone

Contact Name

Date