VINYL GROUP LTD — Capital/Financing Update 2015

Feb 17, 2015

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ASX ANNOUNCEMENT

ASX CODE: MBO

Date: 18 February 2015

NOTICE OF GENERAL MEETING

Attached is a copy of a Notice of General Meeting today despatched to shareholders of the Company.

Ends

Further details

Ken Gaunt Chief Executive Officer

Email: keng@mrtsos.com Tel.: +61 (0)417 961 770 Tel.: +44 (0) 7827 314 442 www.mobilarm.com

MOBILARM LIMITED (ABN 15 106 513 580) 2/33 ROBERTS STREET PO BOX 1837 OSBORNE PARK 6916 WESTERN AUSTRALIA INFO@MRTSOS.COM

TEL. +61 8 9315 3511 FAX. +61 8 9315 3611 WWW.MOBILARM.COM

MOBILARM LIMITED

ACN 106 513 580

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Mobilarm Limited (" Company ") will be held at 4.00 pm (WST) on Monday, 23 March 2015, at Level 2, 55 Carrington Street, Nedlands, Perth, Western Australia.

In order to determine voting entitlements, the register of Shareholders will be closed at 4.00 pm (Perth time) on 21 March 2015.

An Explanatory Memorandum containing information in relation the Resolution to be put to the meeting accompanies this Notice.

AGENDA

RESOLUTION 1- APPROVAL FOR ISSUE OF CONVERTIBLE NOTES

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 conversion right of eight (8) Convertible Notes issued to sophisticated and professional investors which result in the issue of Shares on the terms and condition set out in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue 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 need not disregard a vote on this Resolution if:

• it is cast by a person as 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.

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By order of the Board D M McARTHUR Company Secretary

Dated: 12 February 2015

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

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

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

A Shareholder that is a corporation may appoint an individual to act as its corporate representative to vote at the Meeting in accordance with section 250D of the Corporations Act. Any corporation wishing to appoint an individual to act as its representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. A ‘Certificate of Appointment of Corporate Representative’ is enclosed if required.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, David McArthur on +61 8 94233200 if they have any queries in respect of the matters set out in this document.

ACN 106 513 580

MOBILARM LIMITED

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolution contained in the accompanying Notice of General Meeting (“ Notice ”) of the Company.

The Directors recommend Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolution.

ORDINARY RESOLUTION 1:APPROVAL FOR ISSUEOF CONVERTIBLE NOTES

1.1 General

On 4 February 2015, the Company issued eight (8) convertible notes to sophisticated and professional investors to raise a total of $2,000,000 as follows:

• (a) one secured convertible note with a face value of $700,000 (“ Convertible Note A ”);

• (b) one secured convertible note with a face value of $300,000 (“ Convertible Note B ”);

• (c) one secured convertible note with a face value of $500,000 (“ Convertible Note C ”);

• (d) one unsecured convertible note with a face value of $100,000 (“ Convertible Note D ”);

• (e) one unsecured convertible note with a face value of $50,000 (“ Convertible Note E ”);

• (f) one unsecured convertible note with a face value of $50,000 (‘ Convertible Note F ”);

• (g) one unsecured convertible note with a face value of $100,000 (“ Convertible Note G ”); and

• (h) one unsecured convertible note with a face value of $200,000 (“ Convertible Note H ”),

(“ Convertible Notes ”).

Convertible Notes A, B and C are together referred to as the “ Secured Convertible Notes ” and Convertible Notes D, E, F, G and H are together referred to as the “ Unsecured Convertible Notes ”.

Conversion of the Convertible Notes is subject to, and conditional on, the Company obtaining all necessary Shareholder approvals prior to 31 March 2015.

Accordingly, Resolution 1 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the Convertible Notes to be convertible into Shares. If Shareholders do not approve the Resolution, the Company will repay the outstanding amount of the Convertible Notes together with any accrued interest in accordance with the terms and conditions of the Convertible Notes.

1.2 Regulatory 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. If Shareholders approve Resolution 1, the Convertible Notes will be convertible into Shares, in accordance with their terms, without using the Company’s placement capacity, in relation on the exception in ASX Listing Rule 7.2(4).

1.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 1:

• (a) a total of eight (8) Convertible Notes were issued, which are convertible into Shares at an issue price of $0.06 per Share (in accordance with the terms of the Convertible Notes). The Convertible Notes may convert into a maximum of 33,333,334 Shares on full conversion of the Convertible Notes;

• (b) the Convertible Notes were issued on 4 February 2015. Issues of Shares on conversion of the Convertible Notes will occur progressively, depending on when and if the Convertible Notes are converted by the Convertible Note holders;

• (c) the face value of Convertible Notes is as follows:

• (i) Convertible Note A has a face value of $700,000;

• (ii) Convertible Note B has a face value of$300,000;

• (iii) Convertible Note C has a face value of $500,000;

• (iv) Convertible Note D has a face value of $100,000;

• (v) Convertible Note E has a face value of $50,000;

• (vi) Convertible Note F has a face value of $50,000;

• (vii) Convertible Note G has a face value of $100,000; and

• (viii) Convertible Note H has a face value of $200,000;

• (d) the Secured Convertible Notes were issued on the terms and conditions set out in Schedule 1;

• (e) the Unsecured Convertible Notes were issued on the terms and conditions set out in Schedule 2;

• (f) the Shares issued on conversion of the Convertible Notes 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;

• (g) the Convertible Notes were issued to sophisticated and professional investors pursuant to section 708 of the Corporations Act. None of these subscribers are related parties of the Company; and

• (h) the funds raised from this issue were used to help in the building of the Company’s rental book of man overboard (“ MOB ”) safety beacons.

Board Recommendation

The Board unanimously recommends that Shareholders vote on favour of Resolution 1.

MOBILARM LIMITED ACN 106 513 580

SCHEDULE 1 –TERMS AND CONDITIONS OF SECURED CONVERTIBLE NOTES

The key terms of the Secured Convertible Notes include:

• (a) the Secured Convertible Notes have a term of 18 months expiring on 4 August 2016 ( Term );

• (b) the Secured Convertible Notes are each secured by an equal first ranking general security over the assets and undertakings of the Company;

• (c) the Secured Convertible Notes bear interest at a rate of 12% per annum payable quarterly in arrears;

• (d) the Company will not apply for quotation of the Secured Convertible Notes;

• (e) conversion of the Secured Convertible Notes is subject to, and conditional on, the Company obtaining all necessary Shareholder approvals prior to 31 March 2015 (“ Approval End Date ”). If Shareholder approval is not obtained prior to the Approval End Date, a Secured Convertible Note holder may, no later than 10 business days after the Approval End Date, by written notice to the Company, require the Company to repay the outstanding amount of the Secured Convertible Note together with any accrued interest no earlier than two months after the date of the notice;

• (f) subject to paragraph (e) above, a Secured Convertible Note can be converted by the holder at any time during the Term. Shares issued on conversion 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;

• (g) each Secured Convertible Note may be converted, in whole or in part, into Shares at an issue price of $0.06 per Share (“ Issue Price ”);

• (h) the Company must repay the outstanding amount of the Secured Convertible Notes and any outstanding interest in cash on the date of expiry of the Term, unless, and to the extent, the holder has given a conversion notice in respect of the Secured Convertible Note;

• (i) the Secured Convertible Notes do not provide for any voting rights at Shareholder meeting of the Company;

• (j) the Secured Convertible Notes are not transferrable except:

• (i) with the prior written consent of the Company; or

• (ii) to a related body corporate of the Secured Convertible Note holder;

• (k) if there is a reconstruction of the capital of the Company (including consolidation, subdivision, reduction, return, scheme of arrangement or otherwise, but other than by way of a bonus issue, rights issue or other security issue), prior to the date a Secured Convertible Note is fully repaid or converted into Shares, a proportionate adjustment will be made to the number of Secured Convertible Notes and the Issue Price to which the holder is entitled upon conversion of the Secured Convertible Note so that the holder does not receive any additional benefits that are not conferred on Shareholders;

• (l) if at any time the Company issues securities pursuant to a bonus issue to Shareholders, then the Secured Convertible Notes, to the extent that they have not been converted or repaid, shall beadjusted in accordance with ASX Listing Rule 6.22.3; and

• (m) there are no participation rights or entitlements inherent in the Secured Convertible Note and the Secured Convertible Note holders will not be entitled to participate in new pro rata issues of capital offered to Shareholders during the currency of the Secured Convertible Note without first converting the Secured Convertible Note prior to the date for determining entitlements toparticipate in any such issue.

MOBILARM LIMITED ACN 106 513 580

SCHEDULE 2 –TERMS AND CONDITIONS OF UNSECURED CONVERTIBLE NOTES

The key terms of the Unsecured Convertible Notes include:

• (a) the Unsecured Convertible Notes have a term of 18 months expiring on 4 August 2016 ( Term );

• (b) the Unsecured Convertible Notes are unsecured;

• (c) the Unsecured Convertible Notes bear interest at a rate of 12% per annum payable quarterly in arrears;

• (d) the Company will not apply for quotation of the Unsecured Convertible Notes;

• (e) conversion of the Unsecured Convertible Notes is subject to, and conditional on, the Company obtaining all necessary Shareholder approvals prior to 31 March 2015 (“ Approval End Date ”). If Shareholder approval is not obtained prior to the Approval End Date, a Unsecured Convertible Note holder may, no later than 10 business days after the Approval End Date, by written notice to the Company, require the Company to repay the outstanding amount of the Unsecured Convertible Note together with any accrued interest no earlier than two months after the date of the notice;

• (f) subject to paragraph (e) above, a Unsecured Convertible Note can be converted by the holder at any time during the Term. Shares issued on conversion 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;

• (g) each Unsecured Convertible Note may be converted, in whole or in part, into Shares at an issue price of $0.06 per Share (“ Issue Price ”);

• (h) the Company must repay the outstanding amount of the Unsecured Convertible Notes and any outstanding interest in cash on the date of expiry of the Term, unless, and to the extent, the holder has given a conversion notice in respect of the Unsecured Convertible Note;

• (i) the Unsecured Convertible Notes do not provide for any voting rights at Shareholder meeting of the Company;

• (j) the Unsecured Convertible Notes are not transferrable except:

• (i) with the prior written consent of the Company; or

• (ii) to a related body corporate of the Unsecured Convertible Note holder;

• (k) if there is a reconstruction of the capital of the Company (including consolidation, subdivision, reduction, return, scheme of arrangement or otherwise, but other than by way of a bonus issue, rights issue or other security issue), prior to the date a Unsecured Convertible Note is fully repaid or converted into Shares, a proportionate adjustment will be made to the number of Unsecured Convertible Notes and the Issue Price to which the holder is entitled upon conversion of the Unsecured Convertible Note so that the holder does not receive any additional benefits that are not conferred on Shareholders;

• (l) if at any time the Company issues securities pursuant to a bonus issue to Shareholders, then the Unsecured Convertible Notes, to the extent that they have not been converted or repaid, shall beadjusted in accordance with ASX Listing Rule 6.22.3; and

• (m) there are no participation rights or entitlements inherent in the Unsecured Convertible Note and the Unsecured Convertible Note holders will not be entitled to participate in new pro rata issues of capital offered to Shareholders during the currency of the Unsecured Convertible Note without first converting the Unsecured Convertible Note prior to the date for determining entitlements toparticipate in any such issue.

GLOSSARY

$ means Australian dollars.

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.

Chair means the chair of the Meeting.

Company means Mobilarm Limited (ACN 106 513 580).

Convertible Notes has the meaning given in section 1.1 of the Explanatory Memorandum.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandumaccompanying the Notice.

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

Notice or Notice of Meeting or Notice General Meeting means this notice of General Meeting including the Explanatory Memorandumand the Proxy Form.

Resolution means the resolution set out in the Notice of Meeting.

Secured Convertible Notes has the meaning given in section 1.1 of the Explanatory Memorandum.

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

Shareholder means a registered holder of a Share.

Unsecured Convertible Notes has the meaning given in section 1.1 of the Explanatory Memorandum.

WST means Australian Western Standard Time (Perth, Western Australia).

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Changes to Proxy Voting ): Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Section 250R(5) of the Corporations Act came into effect on 28 June 2012 and will affect the Chair's votes on undirected proxies. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

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

3. (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 changes are set out below.

1. ( Appointing a Proxy ): A member with two or more votes entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( 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 :

3. (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);

4. (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;

5. (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

6. (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).

7. ( Transfer of non-chair proxy to chair in certain circumstances ): Section 250BC of the Corporations Act provides that, if:

8. (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;

9. (b) the appointed proxy is not the chair of the meeting;

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

11. (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.

( Signing Instructions ):

• (a) ( Individual ): Where the holding is in one name, the member must sign.

• (b) ( Joint Holding ): Where the holding is in more than one name, all of the members should sign.

• (c) ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• (d) ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Voting in person ):

• (a) A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the attached proxy form to the Meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the Meeting to facilitate this registration process.

• (b) A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with Section 250D of the Corporations Act. The appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the Certificate is enclosed with this Notice of Meeting

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return the Proxy Form (and any Power of Attorney under which it is signed):

• (a) In person to Level 2, 55 Carrington Street, Nedlands, Perth, WA;

• (b) By mail to PO Box 985, Nedlands, WA, 6909.

• (c) By Facsimile to +61 8 9389 8327;

• (d) By scan and email to davidm@broadwaymgt.com.au

so that it is received at least 48 hours prior to commencement of the General Meeting.

Proxy Forms received later than this time will be invalid.

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