VECTION TECHNOLOGIES LTD — Proxy Solicitation & Information Statement 2018

Jul 8, 2018

SERVTECH GLOBAL HOLDINGS LIMITED

ACN 614 814 041

NOTICE OF GENERAL MEETING

TIME : 9:00 am (WST) DATE : 10 August 2018 PLACE : Suite 1, 437 Roberts Road, Subiaco WA 6008

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 6380 2555.

CONTENTS

Business of	the Meeting	(setting out	the
proposed Resolutions)			3
Explanatory	Statement	(explaining	the
proposed Resolutions)			5
Glossary			9
Schedule A			10
Schedule B			11
Proxy Form			13

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 9:00am (WST) on 10 August 2018 at:

Suite 1, 437 Roberts Road, Subiaco WA 6008

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 8 August 2018.

Voting in person

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

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

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

• 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

• 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 (ie as directed); and

• 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 (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• 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

• the appointed proxy is not the chair of the meeting; and

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

• either of the following applies:

➢ the proxy is not recorded as attending the meeting; or

• ➢ 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 MEET ING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED INVESTORS UNDER ASX LISTING RULE 7.1

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,472,687 Shares under Listing Rule 7.1 at an issue price of $0.015 each on 19 March 2018 to sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast in favour of the Resolution by any person who participated in the issue which is the subject of the Resolution and any person who is an Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the 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.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED INVESTORS UNDER ASX LISTING RULE 7.1A

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

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,327,313 Shares under Listing Rule 7.1A at an issue price of $0.015 each on 19 March 2018 to sophisticated investors on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion : The Company will disregard any votes cast in favour of the Resolution by any person who participated in the issue which is the subject of the Resolution and any person who is an Associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the 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.

3. RESOLUTION 3 – ISSUE OF SHARES PURSUANT TO CONVERTIBLE NOTE FACILITY

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares, when multiplied by the issue price, will raise $1 Million dollars pursuant to the Convertible Note Facility on the terms and conditions set out in the Explanatory Statement.”

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

4. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO CONSULTANTS

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 3,000,000 shares to the parties referred in and on the terms and conditions set out in the Explanatory Statement.”

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

5. RESOLUTION 5 – APPROVAL OF EMPLOYEE SHARE PLAN

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 7.2 exception 9.2(b) and for all other purposes, Shareholders approve the issue of securities under the Company’s Employee Equity Incentive Plan, the terms of which are summarised in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this resolution by any Director of the Company (other than any Director who is ineligible to participate in any employee incentive scheme in relation to the Company) and any person who is an Associates of those persons. However, the Company need not disregard a vote if: (a) it is cast as 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 the directions on the proxy form to vote as the proxy decides.

6. RESOLUTION 6 – APPROVAL OF FUTURE PLACEMENT 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 7.1 and for all other purposes, Shareholders approve the issue of up to $1,000,000 worth of Shares at an issue price per Share of not less than 80% of the VWAP of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the new Shares are issued, to sophisticated investors 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.

Dated: 9 July 2018

By order of the Board

Derek Hall Company Secretary

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E X P L A N A T O R Y S T A TE M E N T

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.

1. RESOLUTIONS 1 & 2 – RATIFICATION OF ISSUE OF 25,800,000 SHARES TO SOPHISTICATED INVESTORS UNDER ASX LISTING RULES 7.1 AND 7.1A

1.1 Background

On 19 March 2018 the Company announced the placement of 25,800,000 Shares at $0.015 each to raise approximately $387,000 (before costs) (Placement). The Placement was made to sophisticated and professional investors using the Company’s placement capacity under Listing Rule 7.1 and 7.1A respectively.

1.2 Listing Rule Requirements

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

Listing Rule 7.1A provides that certain eligible companies may seek shareholder approval at its AGM to issue up to a further 10% of its fully paid ordinary securities on issue at the start of the 12 month period commencing on the date of the AGM. The Company is an eligible company and sought and received shareholder approval to the 10% share issue capacity at its AGM on 30 November 2017. The shareholder approval is valid until the earlier of 12 months from the date of the AGM (that is, until 30 November 2018) or, if the Company undertakes a significant transaction requiring shareholder approval under Listing Rile 11.1.2 or 11.2, the date the shareholders approve that transaction.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1 and as an eligible entity the additional 10% threshold under Listing Rule 7.1A. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Shares up to 15% of the issued capital of the Company under Listing Rule 7.1 and an additional 10% under Listing Rule 7.1A without requiring Shareholder approval. These Resolutions seek ratification under Listing Rule 7.4 of the total issue of 25,800,000 Shares of:

• 15,472,687 Shares under Listing Rule 7.1

• 10,327,313 Shares under Listing Rule 7.1A

This ratification will order to restore the ability of the Company to issue further Shares within its respective limits during the next 12 months. The disclosure requirements for Shareholders to ratify a prior issuance of shares is set out in Listing Rule 7.5.

1.3 Technical information required by ASX Listing Rule 7.5

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 25,800,000 Shares were issued;

• (b) the Shares were issued at an issue price of $0.015 each;

• (c) the Shares issued were fully paid ordinary Shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary Shares on issue;

• (d) the Shares were issued to various sophisticated and professional investors, none of which are related parties of the Company;

• (e) funds raised from the issue were used to provide further working capital including salaries, rent and maintenance of its overseas offices as well as pursue revenue generating conventional service type agreements for its substantial call centre and IT development resources; and

• (f) voting exclusion statements are included in the Notice for these Resolutions.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 and 2.

2. RESOLUTION 3 – ISSUE OF SHARES PURSUANT TO CONVERTIBLE NOTE FACILITY

2.1 Background

As announced on 22 November 2017, the Company has entered into a heads of agreement in relation to a convertible note facility with Servnote Holding Pty Ltd (ACN 622 762 252) (Noteholder) with an initial investment value of $500,000 (Facility) (Convertible Note HOA). The Noteholder had the option to increase its investment by an additional $500,000 which is did, as announced on 27 March 2018.

The Company has received $1,000,000 under the Facility in consideration for the issue of a convertible note worth $1,000,000. Subject to Shareholder approval, the convertible note will convert into Shares at the lower of $0.02 and 80% of the volume-weighted average market price for Shares in the five (5) days on which sales are recorded before conversion of the convertible note.

If Shareholder approval is not obtained for conversion of the convertible note, upon conversion of the convertible note the Company must issue that number of Shares up to the maximum permitted under the Company’s ASX Listing Rule 7.1 placement capacity at that time.

The Company will pay interest at a rate of 10% per annum on the current value of funds advanced by the Noteholder, payable monthly in advance. The Noteholder may elect, at its full discretion to convert the interest portion in Share on the same conditions as the convertible note. The Noteholder has not elected to do this.

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In the event that Shareholder approval for conversion of the convertible note is not obtained, or there is an outstanding amount of the convertible note requiring conversion following the issue of Shares pursuant to ASX Listing Rule 7.1, the Company must pay the Noteholder a penalty interest rate of 20% per annum on the value of the convertible note outstanding until the earlier of Shareholder approval being obtained, the Company issuing the outstanding Shares pursuant to its ASX Listing Rule 7.1 placement capacity or the maturity date (extended by agreement to 30 August 2018). The Company must pay a fee of 5% of the initial investment of $500,000 (being $25,000) to brokers nominated by the Noteholder. A summary of the rights, privileges and restrictions attaching to the convertible note is set out in Schedule A.

2.2 Listing Rule Requirements

As noted in section 2.1, the Company has agreed, subject to Shareholder approval, to issue up to that number of Shares, when multiplied by the conversion price, will equal both the initial investment of $500,000 and the additional investment of $500,000 made by the Noteholder under the Facility. This Resolution seeks Shareholder approval to issue these Shares to the Noteholder.

The effect of this Resolution will be to allow the Company to issue these Shares during the period of 3 months after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) without using the Company’s 15% annual placement capacity set out in Listing Rule 7.1. A summary of Listing Rule 7.1 is set out in section 1.2 above. The disclosure requirements for Shareholders to approve an issue or agreement to issue securities under Listing Rule 7.1 is set out in Listing Rule 7.3.

2.3 Technical information required by ASX Listing Rule 7.3

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $1 Million;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the issue price will be the lower of $0.02 and 80% of the volume weighted average price for Shares calculated over the 5 days on which sales in the Shares are recorded before conversion of the convertible note (which is subject to Shareholder approval);

• (d) the Shares will be issued to nominees of the Noteholder, none of which are related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Facility towards general working capital including salaries, rent and maintenance of its overseas offices as well as pursue revenue generating conventional service type agreements for its substantial call centre and IT development resources.

3. RESOLUTION 4 – APPROVAL TO ISSUE SHARES TO CONSULTANTS

3.1 Background

Pursuant to the engagement of Mr Simon Ingleson (the Consultant) as General Manager, the Company agreed that part of the fee payable under this engagement would be settled with the issuance of 3,000,000 fully paid ordinary Shares, subject to necessary approvals. This structure was adopted in part to preserve the cash balance of the Company as well as provide an incentive to the Consultant, further aligning the interests of the Consultant with the shareholders.

3.2 Listing Rule Requirements

This Resolution seeks Shareholder approval to issue 3,000,000 Shares to the Consultant.

The effect of this Resolution will be to allow the Company to issue these Shares during the period of 3 months after the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) without using the Company’s 15% annual placement capacity set out in Listing Rule 7.1. A summary of Listing Rule 7.1 is set out in section 1.2 above. The disclosure requirements for Shareholders to approve an issue or agreement to issue securities under Listing Rule 7.1 is set out in Listing Rule 7.3.

3.3 Technical information required by ASX Listing Rule 7.3

• (a) the maximum number of securities to be issued is 3,000,000 Shares;

• (b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (c) the issuance has a deemed issue price of $0.02 per share;

• (d) The Shares will be issued to the Consultant, or entities associated with the Consultant. The Consultant is not a related party of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) As the Shares will be issued in exchange for services, no funds will be raised.

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4. RESOLUTION 5 – APPROVAL OF EMPLOYEE SHARE PLAN

4.1 General

Resolution 5 seeks Shareholders' approval for the adoption of a new employee incentive scheme titled "ServTech Employee Securities Incentive Plan" (Plan) in accordance with Listing Rule 7.2 exception 9(b). The Board recommends that Shareholders vote in favour of this ordinary Resolution. The Chair intends to exercise all available proxies in favour of this Resolution.

4.2 Listing Rule Requirements

Listing Rule 7.2, exception 9(b) provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

If this Resolution is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12-month period. Shareholders should note that the Plan has not been previously approved and no Equity Securities have previously been issued under the Plan.

The objective of the Plan is to attract, motivate and retain key Directors, employees and contractors and it is considered by the Company that the adoption of the Plan and the future issue of Equity Securities under the Plan will provide selected participants with the opportunity to participate in the future growth of the Company.

Any future issues of Equity Securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule B. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan 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.

5. RESOLUTIONS 6 – APPROVAL OF FUTURE PLACEMENT SHARES

5.1 Background

Resolution 6 seeks Shareholder approval for the proposed issue of up to $1,000,000 worth of new Shares (Future Placement Shares) at an issue price per Share of not less than 80% of the VWAP of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the Future Placement Shares are issued to various unrelated exempt investors that fall within one or more of the classes of exemptions specified in section 708 of the Corporations Act.

The Company has not committed to undertaking the issue of the Future Placement Shares, nor the price at which these Shares will be issued. However, pursuant to this Resolution the Company is seeking the approval of Shareholders to provide it with flexibility to undertake the placement within 3 months after the Meeting.

5.2 Listing Rule Requirements

This Resolution seeks approval for the allotment and issue of up to $1,000,000 worth of new Shares exempt investors who are not related parties of the Company for the purpose of satisfying the requirements of Listing Rule 7.1. The effect of this Resolution will be to allow the Company to issue the Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity. For the purposes of Listing Rule 7.3, the following information is provided to Shareholders in relation to this Resolution:

3.2 Technical information required by ASX Listing Rule 7.3

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $1,000,000.

• (b) the Future Placement Shares will be issued progressively as the recipients are identified. In any event, however, no Future Placement Shares will be issued later than 3 months after the Meeting (other than to the extent permitted by any waiver or modification of the Listing Rules).

• (c) the Future Placement Shares will be issued for an issue price per Future Placement Share to be determined by the Directors, which may be a fixed or stated percentage that is at least 80% of the volume weighted average price of the Shares calculated over the last 5 days on which sales in the Shares were recorded before the day on which the Future Placement Shares are issued or, if there is a prospectus relating to the issue, over the last 5 days on which sales in the securities were recorded before the date the prospectus is signed.

• (d) the recipients of the Future Placement Shares have not been identified but will be exempt investors under the Corporations Act. The Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company.

• (e) The Future Placement Shares will not be issued to any recipient who, upon such issue, and in combination with that recipient’s associates, would have a relevant interest in excess of 19.99% of the Shares, unless further Shareholder approval is obtained or the issue of Future Placement Shares to that recipient otherwise complies with Chapter 6 of the Corporations Act.

• (f) the Shares issued will rank equally in all respects with existing Shares on issue at the time.

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• (g) the funds raised are intended to be applied towards expanding the Company’s back office services offering including offering more services to key client The Agency; business development for the Company’s IT development division; and investment capital requirements of the Company, which may include the costs of any acquisition that the Company may enter, relevant at, or about, the time of the fund raising at the discretion of the Board. In addition, funds will be used to meet corporate overhead costs of the parent entity including ASX and director fees.

5.3 Dilution

The volume weighted average price for Shares on the 5 days on which sales in Shares were recorded before 28 June 2018 was $0.0120. The lowest issue price (i.e. maximum discount) of not less than 80% of this volume weighted average price would be $0.0096 per Share. Accordingly, set out below is a worked example of the number of Shares that may be issued under this Resolution based on an assumed issue price of $0.012, $0.0108, being midpoint between the VWAP above and the maximum discount of $0.0096.

Assumed issue price	Maximum number of Shares which the Company could issue (rounded up to the nearest whole number) pursuant to Resolution 6	Current Shares on issue as at the date of this Notice	Increase in the number of Shares on issue assuming the Company issued the maximum amount pursuant to Resolution 6	Dilution effect on existing Shareholders
$0.012	83,333,333	129,073,131	212,406,464	39.23%
$0.0108	92,592,593	129,073,131	221,665,724	41.77%
$0.0096	104,166,667	129,073,131	233,239,798	44.66%

Assuming no Options are exercised, no Performance Shares converted, or other Shares issued and the maximum number of Shares as set out in the worked example above are issued, the number of Shares on issue would increase from 129,073,131 (being the number of Shares on issue as at the date of this Notice) to 233,239,798 and the shareholding of existing Shareholders would be diluted by 44.66%.

5.4 Dilution in conjunction with Resolution 3 (Issue of shares pursuant to convertible note facility)

Should Resolution 3 be approved, and the Company subsequently utilises the future placement capacity sought in this Resolution, then the indicative dilutive effect on the Company will be as follows:

Assumed issue price	Maximum number of Shares which the Company could issue (rounded up to the nearest whole number) pursuant to Resolution 6*	Current Shares on issue as at the date of this Notice + Shares approved under Resolution 3*	Increase in the number of Shares on issue assuming the Company issued the maximum amount pursuant to Resolution 6	Dilution effect on Shareholders	Dilution effect on Shareholders
				Adjusted**	Cumulative***
$0.012	83,333,333	210,373,944	293,707,277	28.37%	56.05%
$0.0108	92,592,593	210,373,944	302,966,537	30.56%	57.40%
$0.0096	104,166,667	210,373,944	314,540,611	33.12%	58.96%

*Assuming a conversion price of $0.0123 per share for the shares issued under Resolution 3 equating to 81,300,813 shares

**Dilution based on current shares on issue plus shares issued under Resolution 3

***Dilution based on current shares on issue as at the date of this Notice

Using the same assumptions as the first worked example and adding the shares issued from the approval of Resolution 3, the number of Shares on issue would increase from 210,373,944 (being the number of Shares on issue as at the date of this Notice plus 81,300,813 shares issued from approval of Resolution 3) to 314,540,611 and the shareholding of existing Shareholders would be diluted by 33.12%.

The cumulative dilutive effect (based on number of Shares on issue as at the date of this Notice) would mean an increase from 129,073,131 to 314,540,611 and the shareholding of existing Shareholders would be diluted by 58.96%.

The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ.

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Glossary

$ means Australian dollars.

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

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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.

Chair means the chair of the Meeting.

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) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Consultant means Mr Simon Ingleson, General Manager of the Company

Company means ServTech Global Holdings Limited (ACN 614 814 041).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, 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.

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

Option means an option to acquire a Share.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

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

Security means a security issued or to be issued in the capital of the Company, including a Share or an Option.

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

Shareholder means a registered holder of a Share.

Trading Day means a day other than a Saturday, Sunday, New Year’s Day, Good Friday, Easter Monday, Christmas Day and any other day that ASX may declare and publish is not a trading day.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE A – CONVERTIBLE NOTE FACILITY T ERMS

The following is a broad summary of the rights, privileges and restrictions attaching to the convertible note. The summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of the Noteholder.

• (g) Repayment

Repayment of the value of the Note is payable within 5 business days of the Maturity Date (unless converted earlier in accordance with the Convertible Note HOA).

(a) Initial investment

• $500,000.

(b) Additional investment

The investment may be increased by the Noteholder (at is sole and absolute discretion) up to a maximum of $1,000,000 and on the same terms and conditions as the Convertible Note HOA.

If the Noteholder elects to increase its convertible note holding, the additional funds will be advanced to the Company within seven (7) days after notice has been received.

• (c) Use of Funds

Funds raised must be used by the Company in connection with general working capital.

• (d) Conversion and Conversion Price

The Note shall convert into Shares at the discretion of the Note Holder. The Note shall automatically convert on the following terms:

• (i) Conversion Price: The lower of $0.02 and 80% of the volume weighted average market price for Shares in the 5 (five) days on which sales are recorded before conversion of the Note per Share ( Conversion Price );

• (ii) Conversion shall be subject to the approval of the Company’s shareholders;

• (iii) Within 7 (seven) business days of conversion the Company will:

  • (A) issue the Shares pursuant to the conversion as directed by the Noteholder;

  • (B) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and

  • (C) apply for official quotation on ASX of Shares issued pursuant to the conversion.

• (e) Interest

• (i) The Company will pay interest at a rate of 10% per annum on the current value of funds advanced by the Noteholder payable monthly in advance. The Noteholder may elect, at its full discretion, to convert the interest portion into Shares at the same conditions of the convertible note.

• (ii) In the event that Shareholder approval for conversion of the convertible note is not obtained, or there is an outstanding amount of the convertible note requiring conversion following the issue of Shares pursuant to ASX Listing Rule 7.1, the Company must pay the Noteholder a penalty interest rate of 20% per annum on the value of the convertible note outstanding until the earlier of

  • (A) Shareholder approval being obtained; or

  • (B) the Company issuing the outstanding Shares pursuant to its ASX Listing Rule 7.1 placement capacity; or

  • (C) the Maturity Date (extended by agreement to 30 August 2018).

(f) Security The Note has been secured by a charge over the Company’s assets.

(h) Transferability

The Convertible Notes are transferable, subject to the Company's consent and compliance at all times to the Corporations Act and any applicable law.

(i) Moratorium The Company must ensure that from execution of this Agreement until the earlier of:

• (i) the Maturity Date; and

• (ii) the conversion of the Note(s) issued pursuant to the Convertible Note HOA,

the Company does not propose or activate any share buy-back scheme or arrangement or issues or agrees to issue or indicates in any way that it will or might issue or authorise the issue of any shares, options or other securities or grant to any person any right to subscribe for or to receive or be issued any shares, options or other securities of the Company except:

• (iii) in relation to convertible securities already on issue;

• (iv) the matters contemplated by to the Convertible Note HOA; or

• (v) with the prior written consent of the Noteholder.

• (j) Undertakings by the Company

The Company has undertaken to the Noteholder that it will not from execution of the Convertible Note HOA until the earlier of the convertible note is converted or the Maturity Date:

• (i) dispose of assets : sell or otherwise dispose of any assets or a series of related assets having an aggregate value of not less than $50,000, without the prior written approval of the Noteholder;

• (ii) no dividends or distributions : pay, make or declare any dividend or other distribution, without the prior written approval of the Noteholder;

• (iii) capital restructuring : purchase its own Shares or those of its holding company, reduce its share capital, return capital to shareholders or in any other way restructure its capital, if in each case to do so would be likely to have a material adverse effect on the Company’s ability to perform and comply with its obligations under the Convertible Note HOA or on the Noteholder’s rights under it;

• (iv) mergers : enter into any merger or consolidation or make any acquisition of any other entity, company or business or do anything which would have the effect that the Company or any related bodies corporate was operating business or activity which was not within the course of, or directly connected with, a business carried on by it as at the date of this Deed;

• (v) investments : deposit or invest money in or with any person except in the ordinary course of the Company’s business and on ordinary commercial terms;

• (vi) change in business : take any action which constitutes or results in any material alteration to the nature of the Company’s business; or

• (vii) significant outgoings : make or incur any aggregate payment or outgoing exceeding $100,000 except in the ordinary course of business or with respect to obligations of the Company in existence prior to execution of the Convertible Note HOA, without the prior written approval of the Noteholder.

10

SCHEDULE B – SUMMARY OF EMPLOYEE SECURITIES INCEN TIVES PLAN

The Company has established an employee securities incentive plan ( Plan ). The full terms of the Plan may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the Plan is set out below.

1. Eligible Participant

Eligible Participant means a person that:

• (a) is an "eligible participant" (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an Associated Body Corporate (as that term is defined in ASIC Class Order 14/1000); and

• (b) has been determined by the Board to be eligible to participate in the Plan from time to time.

2. Purpose

The purpose of the Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Participants;

• (b) link the reward of Eligible Participants to Shareholder value creation; and

• (c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

3. Plan administration

The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

4. Eligibility, invitation and application

• (a) The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

• (b) On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.

• (c) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

5. Grant of Securities

The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

6. Terms of Convertible Securities

Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

7. Vesting of Convertible Securities

Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.

8. Exercise of Convertible Securities and cashless exercise

To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

An invitation may specify that at the time of exercise of the Convertible Securities, Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

11

SCHEDULE B – SUMMARY OF EMPLOYEE SECURITIES INCENTIVE S PLAN

9. Delivery of Shares on exercise of Convertible Securities

As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or transfer to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

10. Forfeiture of Convertible Securities

Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board has discretion to deem all unvested Convertible Securities held by that Participant as forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (a) any Convertible Securities not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

11. Change of control

If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

12. Rights attaching to Plan Shares

All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Plan Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

13. Disposal restrictions on Plan Shares

If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

14. Adjustment of Convertible Securities

If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

15. Participation in new issues

There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

16. Amendment of Plan

Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

17. Plan duration

The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

12

GM Registration Card

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✓ ✓ ✓

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

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