VYSARN LIMITED ACN 124 212 175

NOTICE OF GENERAL MEETING

A General Meeting of the Company to be held at 108 Outram Street, West Perth on Monday, 29 June 2020 at 10:30am (AWST)

Vysarn Limited ( the Company ) advises Shareholders that the Meeting will be held in compliance with the Australian government’s restrictions on public gatherings.

Due to the COVID-19 situation, in order to facilitate a meeting that is safe, inclusive and cost effective, the Company discourages Shareholders from attending the General Meeting physically in person, and instead the Company strongly encourages all Shareholders to vote by directed proxy or attend the meeting via electronic means. Proxy forms for the meeting should be lodged before 10:30am (AWST) on Saturday 27 June 2020.

The Company has made arrangements for Shareholders who wish to participate in the Meeting via electronic means. Those Shareholders should contact the Company by email at [email protected] or by phone at +61 (0) 410 165 743 to obtain further details of how to participate and vote at the Meeting by electronic means by no later than 11:00am (AWST) on Sunday 28 June 2020. The Company will provide you with the personalised electronic details required to participate in the Meeting.

Shareholders can submit any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5:00pm (AWST) on Friday 25 June 2020.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.vysarn.com.au

The business of the Meeting affects your shareholding and your vote is important. This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stockbroker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (0) 410 165 743.

VYSARN LIMITED ACN 124 212 175

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of Vysarn Limited ( Company ) will be held at 108 Outram Street, West Perth, on Monday, 29 June 2020 at 10:30am (AWST) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of the Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on, Saturday, 27 June 2020 at 10.30am (AWST).

Terms and abbreviations used in the Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1.

AGENDA

1. Resolution 1 – Approval for Mr Peter Hutchinson to participate in Shortfall Offer

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

“That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 11,111,111 Shortfall Shares to Mr Peter Hutchinson (and/or his nominee(s)) at an issue price of $0.045 per Shortfall Share on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of Mr Peter Hutchinson (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Mr Peter Hutchinson will not act as Chairperson for the consideration of Resolution 1.

2. Resolution 2 – Approval for Mr James Clement to participate in Shortfall Offer

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

“That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 11,111,111 Shortfall Shares to Mr James Clement (and/or his nominee(s)) at an issue price of $0.045 per Shortfall Share on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of Mr James Clement (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 – Approval for Mr Sheldon Burt to participate in Shortfall Offer

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

“That, pursuant to and in accordance with Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 1,111,111 Shortfall Shares to Mr Sheldon Burt (and/or his nominee(s)) at an issue price of $0.045 per Shortfall Share on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Mr Sheldon Burt (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities) or as associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution that way; or

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the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 4 – Section 195 Approval

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

" That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 1 to 3 (inclusive).

BY ORDER OF THE BOARD

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Ms Kyla Garic Company Secretary Dated: 29 May 2020

VYSARN LIMITED

ACN 124 212 175

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting.

This Explanatory Memorandum should be read in conjunction with and forms part of the Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders Section 3: Resolutions 1, 2 and 3 - Approval for Directors to participate in Shortfall Offer Section 4: Resolution 4 - Section 195 Approval Schedule 1: Definitions and Interpretation

A Proxy Form is located at the end of this Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is enclosed with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. Due to the COVID-19 situation, in order to facilitate a meeting that is safe, inclusive and cost effective, the Company discourages Shareholders from attending the General Meeting in person, and instead the Company strongly encourages all Shareholders to vote by directed proxy in lieu of attending by signing and returning the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form.

Please note that:

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a proxy need not be a Shareholder;

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a Shareholder may appoint a body corporate or an individual as its proxy;

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a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body corporate may exercise as the Shareholder’s proxy; and

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Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:30am (AWST) on, Saturday, 27 June 2020, being at least 48 hours before the Meeting.

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

2.2 Meeting Attendance

The Company advises Shareholders that the Meeting will be held in compliance with the Australian government’s restrictions on public gatherings.

Shareholders can also submit any questions in advance of the Meeting by emailing the questions to [email protected] by no later than 5:00 pm (AWST), Thursday, 25 June 2020.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.vysarn.com.au.

3. Resolutions 1, 2 and 3 - Approval for Directors to participate in Shortfall Offer

3.1 Background

On 18 May 2020, the Company announced that it was undertaking a non-renounceable pro rata entitlement offer of Shares on the basis of three (3) new Shares for every ten (10) Shares held at an issue price of at $0.045 per new Share to raise up to approximately $4,018,386 (before costs) ( Entitlement Offer ). The Entitlement Offer will be made pursuant to a prospectus lodged by the Company with ASIC ( Prospectus ). The Entitlement Offer is made to all Shareholders with a registered address in Australia and New Zealand on the record date stated in the Prospectus ( Eligible Shareholder ). Full details of the Entitlement Offer will be set out in the Prospectus.

Any new Shares under the Entitlement Offer that are not applied for by Eligible Shareholders will form the Shortfall, and Eligible Shareholders who subscribe for their entitlement in full will be able to apply for Shortfall Shares. The offer of Shortfall Shares is a separate offer under the Prospectus. The Shortfall Shares will be offered at the same

issue price of $0.045 per Share as that offered under the Entitlement Offer. The Shortfall Shares will be allocated in accordance with the allocation policy detailed in Section 3.2.

Directors of the Company, Messrs Hutchinson, Clement and Burt, have indicated that they wish to participate in the Shortfall Offer to the extent detailed in Section 3.4. Resolutions 1, 2 and 3 seek Shareholder approval to permit these Directors to subscribe for Shortfall Shares.

3.2 Shortfall Allocation Policy

Certain executive management of the Company (which, subject to Shareholder approval includes Managing Director Mr James Clement and Executive Director Mr Sheldon Burt) ( Management Shortfall Applicants ) have indicated their desire to take up Shortfall Shares under the Entitlement Offer up to a specified amount.

To align the interests of senior management with that of Shareholders, the Board has devised a Shortfall allocation policy that will give the Management Shortfall Applicants priority to be allocated Shortfall Shares up to a specified amount, but also ensures that Eligible Shareholders who subscribe for their entitlement in full and wish to subscribe for Shortfall Shares, an allocation which is reflective of their existing shareholding in the Company.

If there is a Shortfall under the Entitlement Offer, the Company will allocate Shortfall Shares according to the following priority:

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the Management Shortfall Applicants will have priority to subscribe for 18.75% of the Shortfall, up to a maximum of 5 million Shortfall Shares (being a subscription amount of $225,000);

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the remaining Shortfall (being 81.25% of the Shortfall or the entire Shortfall less 5 million Shortfall Shares already allocated under limb (a)) will be allocated to all Eligible Shareholders (excluding the Management Shortfall Applicants) who have applied for Shortfall Shares, with each Eligible Shareholder being allocated the lesser of:
(i) the number of Shortfall Shares they have applied for; and
(ii) the number of Shortfall Shares calculated by multiplying the number of Entitlement Offer Shares the Eligible Shareholder is entitled to and has subscribed for, divided by the total number of Shares taken up by Eligible Shareholders under the Entitlement Offer, multiplied by the available Shortfall;

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if following the allocation in paragraphs (a) and (b) there remains unallocated Shortfall Shares, the Management Shortfall Applicants will have priority to subscribe for 18.75% of the remaining Shortfall, after which the balance will be allocated to Eligible Shareholders in accordance with the policy set out paragraph (b). The Directors will apply this allocation process until there are either no unallocated Shortfall Shares or all Eligible Shareholders who have applied for Shortfall Shares have been allocated the full amount they have applied for.

The allocation of Shortfall Shares will be done in a manner to ensure that:

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none of Messrs Hutchinson, Clement and Burt will be allocated Shortfall Shares in excess of what is approved by Shareholders pursuant to Resolutions 1, 2 and 3; and

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no person will have a relevant interest of more than 19.99% of all Shares in the Company following completion of the Entitlement Offer (including the issue of Shortfall Shares).

Messrs Hutchinson, Clement and Burt intend to apply for Shortfall Shares, subject to Shareholder approval pursuant to Resolutions 1, 2 and 3. Any Shortfall Shares will be allocated in the order of priority described above.

3.3 Section 208 of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

Messrs Hutchinson, Clement and Burt are Directors who are related parties of the Company. The issue of Shortfall Shares to each of Messrs Hutchinson, Clement, Burt (and/or their respective nominees) constitutes the giving of a financial benefit to related parties of the Company and the Board has determined that the Company will seek Shareholder approval for the purposes of section 208 of the Corporations Act.

3.4 Listing Rule 10.11

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

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a related party;

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a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

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an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

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a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains shareholder approval.

The issue of Shortfall Shares to Directors (and/or their nominees) falls within Listing Rule 10.11.1, as the Directors are a related party of the Company, and the issue does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

If Resolutions 1, 2 and 3 are passed, the Company will be able to issue a maximum of:

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Resolution 1 – 11,111,111 Shortfall Shares to Mr Peter Hutchinson;

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Resolution 2 – 11,111,111 Shortfall Shares to Mr James Clement; and

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Resolution 3 - 1,111,111 Shortfall Shares to Mr Sheldon Burt,

(and/or their nominees) under and for the purposes of Listing Rule 10.11.

If Resolutions 1, 2 and 3 are not passed, the relevant Directors will not be able to participate in the Shortfall Offer and the Company will not be able to proceed with the issue of the Shortfall Shares to the relevant Directors (and/or their nominees). If Resolutions 1, 2 and 3 are passed, the Company will allocate the Shortfall Shares pursuant to the Shortfall Allocation Policy as outlined at Section 3.2 above.

3.5 Specific information required by Listing Rule 10.13 and Section 219 of the Corporations Act

The following information is provided in relation to Resolutions 1, 2 and 3 for the purpose of seeking Shareholder approval:

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Shortfall Shares will be issued to the following Directors:

(i) Mr Peter Hutchinson (Resolution 1);
(ii) Mr James Clement (Resolution 2); and
(iii) Mr Sheldon Burt (Resolution 3),

and/or their nominees.

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Each of the Directors listed at section 3.5(a) falls within Listing Rule 10.11.1 and is a related party of the Company.

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The maximum number of Shortfall Shares to be issued to the Directors (and/or their nominees) is as follows:

Resolution	Director	Maximum number of Shortfall Shares
1	Mr Peter Hutchinson	11,111,111
2	Mr James Clement	11,111,111
3	Mr Sheldon Burt	1,111,111

Shortfall Shares will be allocated in accordance with the policy set out in section 3.2. The table above sets out the maximum number of Shortfall Shares which may be allocated to the Directors. The actual number of Shortfall Shares allocated will depend on the extent of participation in the Entitlement Offer, and may be less than the maximum amounts noted above.

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The Shortfall Shares are fully paid ordinary shares and will rank equally in all respects with the Company's existing Shares on issue.

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The Shortfall Shares will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

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The Shortfall Shares will be issued at $0.045 per Share.

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Funds raised from the Entitlement Offer (including the issue of any Shortfall Shares) via the non-renounceable rights issue will be used to strengthen the Company’s balance sheet in light of global economic uncertainty as a result of the COVID-19 pandemic, and will give the Company optionality to either execute its

organic and acquisitive growth strategies, to pay down debt or to provide additional cash reserves should the core business see a contraction in work in the short to mid-term. Full details of the proposed use of funds is set out in the Prospectus.

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A voting exclusion statement is included in the Notice for Resolution 1, 2 and 3.

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The maximum financial benefit to be provided to each of the related parties (and/or their respective nominees) is as follows:
(i) 11,111,111 Shortfall Shares to Mr Peter Hutchinson (valued at $500,000 based on an issue price of $0.045 per Share); and
(ii) 11,111,111 Shortfall Shares to Mr James Clement (valued at $500,000 based on an issue price of $0.045 per Share);
(iii) 1,111,111 Shortfall Shares to Mr Sheldon Burt (valued at $50,000 based on an issue price of $0.045 per Share).

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At the date of this Notice, each Director has an interest in the following securities of the Company:

Director	Shares	Options	Performance Rights
Mr Peter Hutchinson	38,665,963	10,000,000	Nil
Mr James Clement	3,000,000	10,000,000	5,000,000
Mr Sheldon Burt	3,850,926	Nil	5,000,000

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Eligible Shareholders who subscribe for their entitlement in full under the Entitlement Offer will not be diluted as a result of the issue of Shortfall Shares.

Resolutions 1, 2 and 3 are ordinary Resolutions.

The Chairperson intends to exercise all available proxies in favour of Resolutions 1, 2 and 3.

3.6 Board recommendation

Mr Chris Brophy (being the only Director who does not intend to participate in any Shortfall) recommends that Shareholders vote in favour of Resolutions 1, 2 and 3. Messrs Hutchinson, Clement and Burt decline to make a recommendation on Resolutions 1, 2 and 3 as they have an interest in these Resolutions and do not consider it appropriate that they make a recommendation.

4. Resolution 4 – Section 195 Approval

In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

The Directors may have a material personal interest in the outcome of Resolutions 1, 2 and 3 (inclusive).

In the absence of this Resolution 4, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 1, 2 and 3. (inclusive).

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Resolutions 4 is an ordinary resolution.

Schedule 1 – Definitions and Interpretation

1. Definitions

In the Notice and this Explanatory Memorandum, unless the context otherwise requires:

ASIC means the Australian Securities and Investments Commission.

Applicant means a person who submits an application for new Shares under the Entitlement Offer or Shortfall Offer.

ASX means ASX Limited ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors from time to time.

Chairperson means the person appointed to chair the Meeting convened by the Notice.

Company means Vysarn Limited ACN 124 212 175.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means any director of the Company and Directors means all of them.

Eligible Shareholder has the meaning given in Section 3.1.

Entitlement Offer has the meaning given in Section 3.1.

Explanatory Memorandum means this explanatory memorandum.

Listing Rules means the official listing rules of the ASX (as amended from time to time).

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means the notice convening the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

Office means an office as an Officer.

Officer has the same meaning, as the context requires, given in paragraphs (a) and (b) of the definition of 'officer' of a corporation, or in paragraphs (a) and (b) of the definition of 'officer' of an entity that is neither an individual nor a corporation, in each case in section 9 of the Corporations Act.

Official List means the official list of the ASX.

Prospectus has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Resolution means any resolution detailed in the Notice as the context requires.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

Securities means any Shares, Options or Performance Rights issued by the Company.

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

Shareholder means a registered holder of a Share.

Shortfall means the new Shares not applied for under the Entitlement Offer.

Shortfall Offer means the offer of Shortfall Shares by the Company.

Shortfall Shares means any new Shares that are not applied for under the Entitlement Offer.

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

2. Interpretation

In the Notice and this Explanatory Memorandum, headings and words in bold are for convenience only and do not affect the interpretation of the Notice and this Explanatory Memorandum and, unless the context otherwise requires:

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words importing the singular include the plural and vice versa;

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words importing a gender include any gender;

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other parts of speech and grammatical forms of a word or phrase defined in the Notice or this Explanatory Memorandum have a corresponding meaning;

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a term not specifically defined has the meaning given to it (if any) in the Corporations Act;

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a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;

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a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;

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a reference to a body (including, without limitation, an institute, association or authority), whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

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“ include ” and “ including ” are not words of limitation; and

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“ $ ” is a reference to Australian currency

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VYS ✓ ✓ ✓

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AI assistant

VYSARN LIMITED Proxy Solicitation & Information Statement 2020

66029_rns_2020-05-28_e48390df-6afa-4673-8422-943745ea3ccd.pdf

VYSARN LIMITED ACN 124 212 175

NOTICE OF GENERAL MEETING

VYSARN LIMITED ACN 124 212 175

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval for Mr Peter Hutchinson to participate in Shortfall Offer

Voting Exclusion

2. Resolution 2 – Approval for Mr James Clement to participate in Shortfall Offer

Voting Exclusion

3. Resolution 3 – Approval for Mr Sheldon Burt to participate in Shortfall Offer

Voting Exclusion

4. Resolution 4 – Section 195 Approval

BY ORDER OF THE BOARD

VYSARN LIMITED

ACN 124 212 175

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2

Meeting Attendance

3. Resolutions 1, 2 and 3 - Approval for Directors to participate in Shortfall Offer

3.1 Background

3.2 Shortfall Allocation Policy

3.3 Section 208 of Corporations Act

3.4 Listing Rule 10.11

a related party;

3.5 Specific information required by Listing Rule 10.13 and Section 219 of the Corporations Act

3.6 Board recommendation

4. Resolution 4 – Section 195 Approval

Schedule 1 – Definitions and Interpretation

1. Definitions

2. Interpretation

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VYSARN LIMITED — Proxy Solicitation & Information Statement 2020

66029_rns_2020-05-28_e48390df-6afa-4673-8422-943745ea3ccd.pdf

VYSARN LIMITED ACN 124 212 175

NOTICE OF GENERAL MEETING

VYSARN LIMITED ACN 124 212 175

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Approval for Mr Peter Hutchinson to participate in Shortfall Offer

Voting Exclusion

2. Resolution 2 – Approval for Mr James Clement to participate in Shortfall Offer

Voting Exclusion

3. Resolution 3 – Approval for Mr Sheldon Burt to participate in Shortfall Offer

Voting Exclusion

4. Resolution 4 – Section 195 Approval

BY ORDER OF THE BOARD

VYSARN LIMITED

ACN 124 212 175

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

2.2

Meeting Attendance

3. Resolutions 1, 2 and 3 - Approval for Directors to participate in Shortfall Offer

3.1 Background

3.2 Shortfall Allocation Policy

3.3 Section 208 of Corporations Act

3.4 Listing Rule 10.11

a related party;

3.5 Specific information required by Listing Rule 10.13 and Section 219 of the Corporations Act

3.6 Board recommendation

4. Resolution 4 – Section 195 Approval

Schedule 1 – Definitions and Interpretation

1. Definitions

2. Interpretation

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VYSARN LIMITED Proxy Solicitation & Information Statement 2020