WEEBIT NANO LTD — AGM Information 2017

Oct 30, 2017

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Weebit Nano Ltd

(ACN 146 455 576)

Notice of Annual General Meeting

Notice is given that the Annual General Meeting ( Meeting ) of Shareholders of Weebit Nano Ltd ( Company ) will be held on:

Date: Thursday, 30 November 2017 Time: 2:00pm (AEDT) Venue: The offices of Arnold Bloch Leibler, Level 21, 333 Collins St, Melbourne VIC 3000

Business

Financial statements and reports

To receive and consider the Company’s annual financial report, including the directors’ report and auditor’s report for the year ended 30 June 2017.

Resolution 1: Adoption of the Remuneration Report

To consider and, if thought fit, to pass, the following resolution as a non-binding ordinary resolution :

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

Notes:

 The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 1 by or on behalf of a member of the Company’s Key Management Personnel (KMP) whose remuneration details are disclosed in the Remuneration Report, or by or on behalf of a closely related party of a member of the KMP, in any capacity unless the vote is cast:

• (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b) 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 chair of the meeting decides, even if this Resolution is connected directly or indirectly with the remuneration of the KMP. The Chairman of the Meeting intends to vote all undirected proxies in favour of this Resolution 1.

Resolution 2: Re-election of Jacob Hanoch as a Director

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

“That Jacob Hanoch, who retires in accordance with clause 14.4 of the Company’s constitution and, being eligible for re-election, be re-elected as a Director.”

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Note: Without limitation, clause 14.4 of the Company’s constitution is relevant to this resolution.

Resolution 3: Re-election of Kobi Ben-Shabat as a Director

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

“That Kobi Ben-Shabat, who retires by rotation in accordance with clause 14.2 of the Company’s constitution and, being eligible for re-election, be re-elected as a Director.”

Note: Without limitation, clause 14.2 of the Company’s constitution is relevant to this resolution.

Resolution 4: Re-election of Yossi Keret as a Director

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

“That Yossi Keret, who retires by rotation in accordance with clause 14.2 of the Company’s constitution and, being eligible for re-election, be re-elected as a Director.”

Note: Without limitation, clause 14.2 of the Company’s constitution is relevant to this resolution.

Resolution 5: Approval of Additional 10% Placement Capacity

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities up to 10% of the issued share capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rules 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum”.

Note: Without limitation, Listing Rule 7.1A is relevant to this resolution.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 5 by any person who may participate in the proposed issue of equity securities under this Resolution 5 and any person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder if the resolution is passed, and any of their Associates, unless the vote is cast:

• (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) 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.

Note: In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded.

Resolution 6: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares under September 2017 Placement (refresh 15%)

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

“ That the issue of 51,336,432 ordinary shares in the Company under the placement of ordinary shares to sophisticated investors in September 2017, details of which are set out in the Explanatory Memorandum, be approved for the purposes of ASX Listing Rule 7.4 and for all other purposes .”

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Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 6 by or on behalf of any person who participated in the issue and any Associate of those persons.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 6:

• (a) in accordance with the directions on the Proxy Form; or

• (b) by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 6.

Resolution 7: Subsequent approval of issue of unlisted options pursuant to Listing Rule 7.4 – issue of unlisted options under September 2017 Placement (refresh 15%)

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

“ That the issue of 125,000,000 unlisted options over ordinary shares in the Company at an issue price of $0.000001 and an exercise price of $0.03 per share to CPS Capital Group Pty Ltd, or its nominee, as part of their fee for the placement of ordinary shares to sophisticated investors in September 2017. Details of which are set out in the Explanatory Memorandum, be approved for the purposes of ASX Listing Rule 7.4 and for all other purposes .”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 7 by or on behalf of any person who participated in the issue and any Associate of those persons.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 7:

• (a) in accordance with the directions on the Proxy Form; or

• (b) by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as the proxy decides.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 7.

Resolution 8: Approval of issue of unlisted options

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue 25,000,000 unlisted options over ordinary shares in the Company at an issue price of $0.000001 and an exercise price of $0.03 per option to CPS Capital Group Pty Ltd, or their nominee, in accordance with the terms summarised in the Explanatory Memorandum attached.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 8 by or on behalf of any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder if the resolution is passed, and any Associates of those persons, unless the vote is cast:

• (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) 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.

The Chairman of the Meeting intends vote all available proxies in favour of this Resolution 8.

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Resolution 9: Approval of issue of options to the Chief Executive Officer and Managing Director of the Company, Mr Jacob Hanoch

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

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the Company to issue up to 28,000,000 ordinary Shares upon vesting of certain unlisted options to Mr Jacob Hanoch, or his nominee in the particular circumstances and as described in the Explanatory Memorandum.

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 9 by or on behalf of Mr Jacob Hanoch and any director of the entity who is eligible to participate in the Company's Incentive Option Plan and any Associates of such persons, unless the vote is cast:

• (a) by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) 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.

The Chairman of the Meeting intends vote all available proxies in favour of this Resolution 9.

Other business

To consider any other business that may lawfully be brought forward in accordance with the constitution of the Company or the law.

Other information

An Explanatory Memorandum accompanies and forms part of this notice of Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Entitlement to vote

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Meeting all Shares will be taken to be held by the persons who held them as registered Shareholders at 7.00pm (AEDT) on 28 November 2017. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting by proxy

Any Shareholder entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder.

The proxy does not need to be a Shareholder of the Company.

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 no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

Proxies must be:

• (a) lodged at the Company’s Share registry, Security Transfer Australia Pty Ltd at the address below;

• (b) faxed to the fax number specified below;

• (c) lodged online at www.securitytransfer.com.au in accordance with the instructions there,

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not later than 2.00pm (AEDT) on Tuesday 28 November 2017.

Address

Postal Address - PO Box 52, Collins Street West, VIC 8007

Street Address- Suite 913, Exchange Tower, 530 Little Collins Street, Melbourne VIC 3000

Fax number for lodgement: +61 (0) 8 9315 2233

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

If the proxy form is signed by an attorney, please also enclose the authority under which the proxy form is signed (or a certified copy of the authority). Proxies given by corporate Shareholders must be executed in accordance with section 127 of the Corporations Act, their constitutions or by their attorney or duly authorised officer.

Under the Corporations Act, if the proxy form directs the proxy how to vote on a particular resolution:

• the proxy does not need to vote on a show of hands but if the proxy does vote on a show of hands, the proxy must vote as directed (subject to any voting exclusions);

• if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands;

• a proxy who is not the Chairman of the meeting does not need to vote on a poll but if the proxy does vote on a poll, the proxy must vote as directed (subject to any applicable voting restrictions); and

• if the proxy is the Chairman of the meeting, the proxy must vote on a poll and must vote as directed.

Default to the Chairman of the meeting

If:

• a poll has been called on a resolution; and

• a Shareholder has appointed a proxy other than the Chairman of the meeting and the appointment of the proxy directs the proxy how to vote on the resolution; and

• the Shareholder’s proxy either:

• does not attend the Meeting; or

• attends the Meeting but does not vote on the resolution,

then the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that Shareholder for the purposes of voting on that resolution.

In these circumstances, the Chairman of the meeting must vote in accordance with the written direction of that Shareholder.

Corporate Representative

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting or at the registration desk prior to the meeting. A form of the certificate may be obtained from the share registry. The Company will retain the certificate of appointment of corporate representative.

Questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions or make comments on the management of the Company at the Annual General Meeting.

Similarly, a reasonable opportunity will be given to Shareholders - as a whole - to ask questions to the Company’s external Auditor, Nexia Perth Audit Services Pty Ltd, relevant to:

• (a) the conduct of the audit;

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• (b)

• the preparation and contents of the audit;

• (c) the accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• (d) the independence of the Auditor in relation to the conduct of the audit.

Shareholders may also submit a written question to Nexia Perth Audit Services Pty Ltd if the question is relevant to the content of the audit report or the conduct of its audit of the Company’s financial report for the period ended 30 June 2017.

Relevant written questions to audit must be received no later than 5.00pm (AEDT) on 23 November 2017. A list of those questions will be made available to Shareholders attending the meeting. Nexia Perth Audit Services Pty Ltd will either answer questions at the meeting or table written answers to them at the meeting. If written answers are tabled at the meeting, they will be made available to Shareholders as soon as practicable after the meeting.

Please send written questions for Nexia Perth Audit Services Pty Ltd to:

By facsimile - +61 3 9602 4709;

Post to – Weebit Nano Ltd c/- Mertons Corporate Services, Level 7, 330 Collins Street, Melbourne VIC 3000

by no later than 5.00pm on 23 November 2017.

By order of the Board

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Chris Lobb Company Secretary Dated 31 October 2017

Weebit Nano Limited (ACN 146 455 576) Explanatory Memorandum

This Explanatory Memorandum sets out further information regarding the proposed items of business to be considered by Shareholders of Weebit Nano Ltd ( Company ) at the 2017 Annual General Meeting to be held commencing at 2:00pm on Thursday 30 November 2017 at the offices of Arnold Bloch Leibler, Level 21, 333 Collins St, Melbourne VIC 3000.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Financial statements and reports

Under Section 317 of the Corporations Act, the Company is required to lay its annual financial report, directors’ report and auditor’s report before its Shareholders at its Annual General Meeting. The annual financial report is submitted for Shareholders’ consideration and discussion at the Annual General Meeting as required.

Meeting attendees are invited to direct questions to the Chairman in respect of any aspect of the Annual Report they wish to discuss. The Chairman of the meeting will give Shareholders a reasonable opportunity to ask questions and make comments on the reports. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the content of the auditor’s report. Representatives of the Company’s auditor, Nexia Perth Audit Services Pty Ltd, will be available either in person or via teleconference.

Resolution 1: Adoption of the Remuneration Report

Resolution 1 provides Shareholders the opportunity to vote on the Company’s remuneration report. The remuneration report is contained in the directors’ report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its remuneration report to a vote at its Annual General Meeting.

This vote is advisory only and does not bind the Directors or the Company.

The Board will consider the outcome of the vote and comments made by Shareholders on the remuneration report at this meeting when reviewing Company’s remuneration policies. If 25% or more of the votes that are cast are voted against the adoption of the remuneration report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of Company’s directors other than the managing director must be offered up for election.

Voting Exclusion

Key Management Personnel (including Directors) and their closely related parties must not cast a vote on the remuneration report, unless as holders of directed proxies for Shareholders eligible to vote on Resolution 1.

The Company encourages all shareholders to cast their votes on this resolution. The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the enclosed proxy form

Resolution 2: Re-election of Jacob Hanoch as a Director

Under clause 14.4 of the Company’s constitution a Director appointed either as an addition to the existing directors or to fill a casual vacancy must retire from office at the next AGM following his or her appointment.

Resolution 2 provides for the re-election of Mr Jacob Hanoch as a Director of the Company in accordance with clause 14.4 of the Company’s constitution.

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Mr Jacob (Coby) Hanoch (CEO and Managing Director) Appointed 1 October 2017

Mr Hanoch was appointed CEO and Managing Director of the Company, effective from 1 October 2017. Mr Hanoch comes to Weebit Nano with 15 years’ experience in engineering and engineering management, and 22 years’ in sales management and executive roles. His hands-on experience in leading companies from early stage development to market means he is very well positioned to lead Weebit Nano through its next stage of development, which is expected to include continued advancement towards a commercially viable memory solution, as well as exploring possible commercial collaboration or partnership opportunities.

Mr Hanoch was most recently CEO at EDAcon Partners, where he provided business development, sales and marketing support for small companies, helping startups define their corporate strategy, sales strategy, and raise capital. Mr Hanoch holds a Bachelor of Science in Systems Design from Technion – Israel Institute of Technology.

The Directors (excluding Mr Hanoch) unanimously recommend that Shareholders vote in favour of Resolution 2. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 2.

Resolution 3 - Re-election of Mr Kobi Ben-Shabat as a Director

Under Clause 14.2 of the Company’s constitution one third of the Company’s Directors, or the whole number nearest to one third, must retire unless re-elected.

Resolution 3 provides for the re-election of Mr Ben-Shabat as a Director of the Company in accordance with Clause 14.2 of the Company’s constitution.

Mr Kobi Ben-Shabat (Non-Executive Director) Appointed 1 August 2016

Mr. Ben-Shabat has vast experience in sales, senior management and building new companies from the ground up as a Board member in various companies. Mr. Ben-Shabat was the founder and Managing Director of Open Platform Systems, which was founded in 2007 and grew to employ 30 people across Australia and New Zealand with annual sales of $14 million, and which was acquired by Hills Limited (ASX listed) in April 2014. Mr Ben-Shabat is currently Managing Director of Ultracharge Limited.

The Directors (excluding Mr Ben-Shabat) unanimously recommend that Shareholders vote in favour of Resolution 3. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 3.

Resolution 4 - Re-election of Mr Yossi Keret as a Director

Under Clause 14.2 of the Company’s constitution one third of the Company’s Directors, or the whole number nearest to one third, must retire unless re-elected.

Resolution 4 provides for the re-election of Mr Keret as Director of the Company in accordance with Clause 14.2 of the Company’s constitution.

Mr Yossi Keret (Non-Executive Director) Appointed 1 August 2016

Mr Yossi Keret has extensive managerial and financial experience and has led a variety of international companies in different fields including industrial, financing, biotech and high-tech startups both in Europe and the USA. Mr Keret has a vast experience in public and private companies and took a major part in M&A negotiations and implementation as well as in complex international tax planning. Mr Keret has played a major part in initial public offerings in NASDAQ and has led successful private equity raising for public companies. Following his appointment as a director, effective from 1 August 2016, Mr Keret was appointed CEO of the Company. Mr Keret subsequently announced his

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resignation as the Company’s CEO for personal reasons on 30 June 2017, effective 30 September 2017. Mr Keret however is continuing to offer himself as a non-executive director of the Company.

The Directors (excluding Mr Keret) unanimously recommend that Shareholders vote in favour of Resolution 4.

Resolution 5: Approval of Additional 10% Placement Capacity

Listing Rule 7.1A

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval by special resolution at its Annual General Meeting to issue equity securities equivalent to an additional 10% of the number of ordinary securities on issue over a period of 12 months after the Annual General Meeting ( 10% Placement Capacity ). This is in addition to the existing 15% placement capacity permitted by Listing Rule 7.1.

If Shareholders approve Resolution 5, the number of equity securities the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (as set out below).

An eligible entity is one that, as at the date of the relevant Annual General Meeting:

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

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300,000,000.

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

The number of equity securities that the Company may issue under the approval sought by Resolution 4 will be calculated in accordance with the following formula as set out in Listing Rule 7.1A:

(A x D) – E

Where:

A = the number of fully paid Shares on issue 12 months before the date of issue or agreement to issue:

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

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

(iii) plus the number of fully paid Shares issued in the 12 months under Listing Rules 7.1 and 7.4; and

(iv) less the number of fully paid Shares cancelled in the 12 months.

D = 10%.

E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of the Shareholders under Listing Rule 7.1 or 7.4.

Technical information required by Listing Rule 7.1A

While the Company does not have any immediate plans to issue equity securities, purposes for which equity securities may be issued pursuant to Resolution 5 may include the raising of capital to facilitate further investment opportunities.

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 5:

• (a) Minimum Price: Under the Listing Rules, the minimum price at which the equity securities may be issued is 75% of the volume weighted average price of equity securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or (ii) if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

• (b) Risk of voting dilution: Shareholders should be aware there is a risk of economic and voting dilution that may result from an issue of equity securities under the 10% Placement Capacity, including the risk that:

• (i) the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Meeting where approval is being sought; and

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

Any issue of equity securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any equity securities under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of equity securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the current market price of the Shares and the current number of Shares on issue as at the date of this notice of Meeting. The table also assumes that no options currently on issue are exercised into Shares before the date of issue of the equity securities.

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

Variable “A” in Listing Rule 7.1A.2
			Dilution
		$0.010	$0.019	$0.038
		50% decrease in Issue Price	Issue Price	100% increase in Issue Price
Current Variable A	10% Voting dilution	134,224,288	134,224,288	134,224,288
1,342,242,883	Funds raised	$1,275,131	$2,550,261	$5,100,523
50% increase in current Variable A	10% Voting dilution	201,336,432	201,336,432	201,336,432
2,013,364,325	Funds raised	$1,912,696	$3,825,392	$7,650,784
100% increase in current Variable A	10% Voting dilution	268,448,577	268,448,577	268,448,577
2,684,485,766	Funds raised	$2,550,261	$5,100,523	$10,201,046

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Notes:

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

2. The table above uses the following assumptions:

   • (i) The current Shares on issue are the Shares on issue as at the date of the notice of Meeting.

   • (ii) The issue price set out above is $0.019 as at 20 October 2017.

   • (iii) The Company issues the maximum possible number of equity securities under the 10% Placement Capacity.

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

   • (v) This table does not set out any dilution pursuant to approvals under Listing Rule 7.1.

   • (vi) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

3. (c) Date of Issue: Subject to paragraph (g) below, equity securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

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

5. (ii) the date of approval by Shareholders of any transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

The approval under Listing Rule 7.1A will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 or 11.2.

• (d) Purpose of Issue under 10% Placement Capacity: The Company may issue equity securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for investment purposes in line with the Company’s investment policy outlined in the Prospectus; or

• (ii) as non-cash consideration for investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

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

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

• (i) the purpose of the issue;

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

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• (iii) the effect of the issue of the equity securities on the control of the Company;

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

• (v) prevailing market conditions; and

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

• (f) Previous Approval under Listing Rule 7.1A: The Company obtained shareholder approval under Listing Rule 7.1A at the 2016 Annual General Meeting held on 30 November 2016.

As require by Listing Rule 7.3A.6(a), the table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities issued in the prior 12	174,166,668 ordinary shares
month period	125,000,000 unlisted options
Percentage previous issues represent of
total number of equity securities on	25.61%
issue at commencement of 12 month
period

Information required under ASX Listing Rule 7.3A.6(b): The below table sets out specific details for each issue of equity securities that has taken place in the 12 month period preceding the date of this AGM.

Date of Allocation	Holder	Class	# of Equity Securities	Issue price	Consideration
2 December 2016	Multiple Holders (Exercise of Unlisted Options)	Ordinary Shares*	7,500,000	$0.01	$AUD75,000
3 October 2017	Sophisticated Investors	Ordinary Shares**	116,666,668	$0.015 0	$AUD2,500,000
25 October 2017	CPS Capital Group Pty Ltd or nominee	Unlisted Options over Ordinary Shares1***	125,000,000	$0.000 001	AUD$125

*these shares were issued under Listing Rule 7.2 exception 4.

**of these shares, 51,336,432 were issued within the 15% cap under Listing Rule 7.1 and 115,330,236 were issued within the additional placement capacity approved under Listing Rule 7.1A at the 2016 Annual General Meeting.

***these options were issued within the 15% cap under Listing Rule 7.1. These unlisted options have an exercise price of $0.03 and are exercisable on or before 30 June 2020. Upon exercise each option converts into one ordinary share or as otherwise determined under the

1 Formed part of the Company's payment of CPS Capital Group Pty Ltd's fee for the placement of ordinary shares to sophisticated investors in September 2017.

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terms of their issue. Each share issued will rank, from the date of their issue, equally with all existing issued Shares.

All funds raised in the previous 12 months have been invested as part of the Company’s development of new technology strategy.

Voting Exclusion

A voting exclusion statement is included under Resolution 5 in this notice of Meeting. Resolution 5 is a special resolution . Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed.

Resolution 6: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares under September 2017 Placement (refresh 15%)

Background In October 2017, the Company completed a placement of 166,666,668 Shares ( Placement Shares ) at a price of $0.015 per share ( Placement ). The Placement Shares were issued to certain sophisticated investors on 3 October 2017 following a capital raise led by CPS Capital Group Pty Ltd, the lead manager and broker to the Placement. The Placement Shares rank equally with existing ordinary shares on issue.

Information regarding the Placement was lodged with the ASX on 21 September 2017.

Why is the Company seeking Shareholder approval?

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period to 15% of its issued securities (15% placement capacity).

ASX Listing Rule 7.1A allows an additional 10% of capital to be issued in any 12 month period to 10% of its issued securities (10% placement capacity). At the 2016 Annual General Meeting held on 30 November 2016 the Company obtained shareholder approval under Listing Rule 7.1A to have an additional placement capacity of 10% without the need for Shareholder approval (in addition to the 15% placement capacity outlined above).

Of the 166,666,668 Shares issued under the Placement:

• (a) 51,336,432 Placement Shares was made within the 15% placement capacity pursuant to ASX Listing Rule 7.1; and

• (b) 115,330,236 Placement Shares was made within the 10% placement capacity pursuant to ASX Listing Rule 7.1A.

Pursuant to ASX Listing Rule 7.4, Shareholder approval can be obtained for an issue of securities after the event for the purposes of ASX Listing Rule 7.1. This has the effect of ‘refreshing’ the Company’s ability to issue securities within the 15% placement capacity without requiring Shareholder approval.

Accordingly, the Company is now seeking Shareholder approval for and ratification of the issue of 51,336,432 of the Placement Shares to ‘refresh’ the Company’s 15% placement capacity so that it would be the same as if the 51,336,432 Placement Shares had not been issued.

As advised in the Company’s ASX announcement on 21 September 2017, the proceeds raised will be used to fund the Company’s continued development of its technology, which includes the goal of achieving a 40nm working cell by the end of this calendar year, and to assist with securing partnerships and collaborations. Following the Placement, the Company will be well funded for at least the next 12 months to push ahead strongly towards its commercialisation goals. Refreshing the Company’s 15% placement capacity will maintain greater flexibility to raise funds up to the 15% limit to meet future needs during the next twelve months, without the costs and delay of convening a general meeting of the Company. The requirement to obtain Shareholder approval for any future issue of equity securities, before the issue, could limit the Company’s ability to take advantage of future market

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opportunities that may arise or to make further issues for further development of its technology or other purposes as required.

Information required by Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, Shareholders are provided the following information:

The number of securities issued	51,336,432 Shares
The price at which the securities were issued	$0.015 per Share
The terms of the securities	Fully paid ordinary shares in the capital of the Company which ranked, from the date of their issue, equally with all existing issued Shares.
The names of the persons to whom the securities were issued	Certain sophisticated investors nominated by CPS Capital Group Pty Ltd, who acted as lead manager and broker for the Placement.
The intended use of the funds raised	As advised in the Company’s ASX announcement on 21 September 2017, the proceeds raised will be used to fund the Company’s continued development and future commercialisation of its technology, which includes the goal of achieving a 40nm working cell by the end of this calendar year, and to assist with securing partnerships and collaborations

Voting Exclusion

A voting exclusion statement is included under Resolution 6 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 6.

Resolution 7: Subsequent approval of issue of unlisted options pursuant to Listing Rule 7.4 – issue of unlisted options under September 2017 Placement (refresh 15%)

Background

On 25 October, 2017 the Company issued 125,000,000 unlisted options to CPS Capital Group Pty Ltd, or its nominees, as part of the Company's payment of CPS Capital Group Pty Ltd's fee for their role as lead manager and broker in the Placement.

These unlisted options have an exercise price of $0.03 and are exercisable on or before 30 June 2020. Upon exercise each option converts into one ordinary share. Each share issued will rank, from the date of their issue, equally with all existing issued Shares.

Why is the Company seeking Shareholder approval?

Subject to a number of exceptions, ASX Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period to 15% of its issued securities (15% placement capacity).

The issue of the 125,000,000 unlisted options was made within this 15% placement capacity pursuant to ASX Listing Rule 7.1.

Accordingly, the Company is now seeking Shareholder approval for and ratification of the issue of the 125,000,000 unlisted options to ‘refresh’ the Company’s 15% placement capacity so that it would be the same as if the 125,000,000 unlisted options had not been issued.

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Refreshing the Company’s 15% placement capacity will maintain greater flexibility to raise funds up to the 15% limit to meet future needs during the next twelve months, without the costs and delay of convening a general meeting of the Company. The requirement to obtain Shareholder approval for any future issue of equity securities, before the issue, could limit the Company’s ability to take advantage of future market opportunities that may arise or to make further issues for further development of its technology or other purposes as required.

Information required by Listing Rule 7.5

In accordance with ASX Listing Rule 7.5, Shareholders are provided the following information:

The number of securities issued	125,000,000 unlisted options
The price at which the securities were issued	$0.000001
The terms of the securities	These unlisted options have an exercise price of $0.03 and are exercisable on or before 30 June 2020. Upon exercise each option converts into one ordinary share or as otherwise determined under the terms of their issue. Each share issued will rank, from the date of their issue, equally with all existing issued Shares.
The names of the persons to whom the securities were issued	CPS Capital Group Pty Ltd or its nominees who assisted CPS in the Placement.
The intended use of the funds raised	Any proceeds raised from the exercise of these options will be used to fund the Company’s continued development and future commercialisation of its technology.

Voting Exclusion

A voting exclusion statement is included under Resolution 7 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 7.

Resolution 8: Approval of issue of unlisted options

Background

The agreement that the Company reached with CPS Capital Group Pty Ltd in connection with their role as lead manager and broker in the Placement was for the Company to issue 150,000,000 unlisted options to CPS Capital Group Pty Ltd as part of the fee charged by CPS Capital Group Pty Ltd. On 25 October 2017, the Company issued 125,000,000 unlisted options to CPS Capital Group Pty Ltd, or its nominees, as part of the Company's payment of CPS Capital Group Pty Ltd's fee for their role as lead manager and broker in the Placement.

The Company did not have the placement capacity to issue the further 25,000,000 unlisted options which it agreed to issue to CPS Capital Group Pty Ltd. The Company now seeks shareholder approval to issue the balance of these unlisted options.

These unlisted options have an exercise price of $0.03 and are exercisable on or before 30 June 2020. Upon exercise each option converts into one ordinary share. Each share issued will rank, from the date of their issue, equally with all existing issued Shares.

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Why is the Company seeking Shareholder approval?

As outlined above, subject to a number of exceptions, Listing Rule 7.1 limits the number of securities that a company may issue without shareholder approval in any 12 month period to 15% of its issued securities (15% placement capacity).

The purpose of Resolution 8 is to obtain Shareholder approval under Listing Rule 7.1 to issue 25,000,000 unlisted options to CPS Capital Group Pty Ltd or its nominee (CPS).

If Resolution 8 is approved by Shareholders, the Company will be able to issue the 25,000,000 unlisted options to CPS or its nominee even if the issue exceeds the 15% limit (if Resolutions 5, 6 and/or 7 are not passed to sufficiently refresh the 15% placement capacity or grant and additional 10% placement capacity (as applicable). Further, approving the issue of the unlisted options under Resolution 8 will mean that the issue will not be counted under the 15% limit (or further 10% placement capacity if applicable). This will enable the Company to issue further securities up to a new 15% limit (or further 10% limit if applicable) in the next 12 month period without Shareholder approval. This will maintain greater flexibility to raise funds to meet future needs during the next twelve months, without the costs and delay of convening a general meeting of the Company. The requirement to obtain Shareholder approval for any future issue of equity securities, before the issue, could limit the Company’s ability to take advantage of future market opportunities that may arise or to make further issues for further development of its technology or other purposes as required.

Information required by Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, Shareholders are provided the following information:

The maximum number of securities to be issued	25,000,000 unlisted options
The date by which the securities will be issued	Subject to Shareholder approval, it is anticipated that the Options will be granted shortly after the Meeting. In any event, these Options will be granted no later than 3 months after the Meeting. The issue of Options will occur progressively.
The issue price at which the securities will be issued	$0.000001 issue price and an exercise price of $0.03 per option
Names of allottees (if known) or the basis upon which allottees will be identified or selected	CPS Capital Group Pty Ltd or its nominee
The terms of the securities	These unlisted options have an exercise price of $0.03 and are exercisable on or before 30 June 2020. Upon exercise each option converts into one ordinary share or as otherwise determined under the Listing Rules. Each share issued will rank, from the date of their issue, equally with all existing issued Shares.
Intended use of funds raised	Any proceeds raised from the exercise of these options will be used to fund the Company’s continued development and future commercialisation of its technology

Voting Exclusion

A voting exclusion statement is included under Resolution 8 in this notice of Meeting.

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Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 8. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 8.

Resolution 9: Approval of issue of options to the Chief Executive Officer and Managing Director of the Company, Mr Jacob Hanoch

Background

Resolution 9 seeks Shareholder approval for the granting of 28,000,000 options in the Company ( Options ) to the Chief Executive Officer and Managing Director of the Company, Mr Jacob Hanoch, under the Company's Incentive Option Plan ( Plan ).

Shareholders approved the Plan under Listing Rule 7.2, exception 9 at the Company's 2016 General Meeting held in May 2016.

Why Shareholder approval is being sought

Listing Rule 10.14 states that a listed company must not permit a director to acquire securities under an employee incentive scheme without Shareholder approval, by ordinary resolution. The purpose of Resolution 8 is to have Shareholders approve the proposed grant of Options to Mr Hanoch, pursuant to the Company’s Plan.

Grant of Options

Following approval by Shareholders, Mr Hanoch will be granted 28,000,000 Options to acquire fully paid ordinary shares in the Company ( Shares ) at an exercise price of $0.01755 equal to the volume weighted average market price calculated during the three days preceding the commencement date of his employment, being 1 October 2017.

Upon exercise, each Option entitles Mr Hanoch to one Share (or as otherwise determined by any adjustment required to be made under the Listing Rules) which will rank equally with all other Shares on issue. No loan has or will be provided by the Company in relation to the exercise of the Options issued to Mr Hanoch.

Vesting and exercise period

The Options shall be vested and be exercisable during a four year period ( Vesting Period ) based on the following:

• (a) 25% of the Options shall vest on 2 October 2018 (being 12 months after the commencement date of his employment); and

• (b) 6.25% of the Options shall vest every three months following 2 October 2018, until the total number of Options has vested.

In the event that prior to the expiration of the Vesting Period, the Company closes an Exit Event (as defined below) then all of Mr Hanoch's unvested Options shall become exercisable immediately prior to the closing of the Exit Event.

Exit Event means mean any of the following:

• (c) the merger or consolidation or other reorganization (other than any event of share combination or subdivision, share split, reverse share split, share dividend, distribution of bonus shares or any other reclassification, reorganization or recapitalization of the Company’s share capital or other similar events) of the Company with or into any other corporate entity; except that any such transaction in which the shares of the Company outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for shares that represent, immediately following such transaction, at least a majority, by voting power, of

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the share capital of (1) the surviving, acquiring or resulting corporation or (2) if the surviving, acquiring or resulting corporation is a wholly owned subsidiary of another corporation immediately following such transaction, the parent corporation of such surviving, acquiring or resulting corporation; or

• (d) a sale or other irrevocable disposition of all or of substantially all of the Company’s shares or assets; or

• (e) any transfer or grant of an irrevocable, exclusive and substantially worldwide license to all or substantially all of the intellectual property rights of the Company, other than in the Company’s ordinary course of business.

Cessation of Employment

The vesting of the Options is subject Mr Hanoch's continuing employment with the Company at all times during the Vesting Period.

In the event that Mr Hanoch's employment with the Company ceases, for any reason prior to the expiration of the Vesting Period:

• (a) any unvested Options will immediately expire; and

• (b) Mr Hanoch is entitled to exercise the vested Options solely until the earlier of:

• (i) three months following the cessation date, after which time any vested Options not exercised will be immediately forfeited); or

• (ii) at least 10 days prior to the closing of any Exit Event.

In the event Mr Hanoch is summarily dismissed, from his employment, all Options (including any vested Options) will be forfeited. If any Options have already been exercised, the Company, or any other person or entity designated by the Board of Directors of the Company, may repurchase such Ordinary Shares.

Date on which the Options will be granted

Subject to Shareholder approval, it is anticipated that the Options will be granted to Mr Hanoch shortly after the 2017 Annual General Meeting.

Number of Options issued under the Plan

In the last 12 months, the Company has issued no Options under the Plan.

Information required by Listing Rule 10.15

In accordance with ASX Listing Rule 10.15, Shareholders are provided the following information:

The name of the allottee	Mr Jacob Hanoch
The maximum number of securities	28,000,000 unlisted options (to convert into 28,000,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules)
The price for each security	As provided under the rules of the Plan, each option will be issued for a nil issue price. The exercise price will be $0.01755 which is equal to the volume weighted average market price calculated during the three days preceding the commencement date of his employment, being 1 October 2017

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Others who have received securities under Plan	Nil
All persons entitled to participate in the Plan	Any Eligible Participant as defined under the rules of the Plan including and not limited to Directors of the Company.
Loan	No loan has or will be provided by the Company in relation to the exercise of the Options issued to Mr Hanoch.
Issue date	Subject to Shareholder approval, it is anticipated that the Options will be granted to Mr Hanoch shortly after the 2017 Annual General Meeting. In any event, the Options will be granted no later than 12 months after the Meeting.

Voting Exclusion

A voting exclusion statement is included under Resolution 9 in this notice of Meeting.

Directors’ Recommendation

The Directors (excluding Mr Hanoch) unanimously recommend that Shareholders vote in favour of Resolution 9. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 9.

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Glossary

In this Explanatory Memorandum, and the notice of Meeting:

$ means Australian dollars unless otherwise stated.

AEDT means Australian Eastern Daylight Time.

Annual Report means the the Company’s annual financial report, including the directors’ report and auditor’s report for the year ended 30 June 2017.

Associate has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act.

Board means the board of Directors of the Company.

Company means Weebit Nano Ltd (ACN 146 455 576).

Constitution means the constitution of the Company.

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which forms part of the notice of Meeting.

Listing Rules means the listing rules of the ASX Limited.

Meeting means the Annual General Meeting of the Company the subject of this notice of Meeting scheduled to occur on 30 November 2017

Notice means this Notice of Annual General Meeting

Placement means the issue of 166,666,668 Shares to sophisticated investors in October 2017 at a price of $0.015 per share.

Placement Shares means the Shares issued by the Company under the Placement.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2017.

Shareholder means a holder of a Share.

Share means an ordinary share in the capital of the Company.

WEEBIT NANO LTD

REGISTERED OFFICE:

LEVEL 7 330 COLLINS STREET MELBOURNE VIC 3000

ACN: 146 455 576

SHARE REGISTRY:

«Post Barcode»[«Post_zone»]

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: WBT

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm AEDT on Thursday 30 November 2017 at the offices of Arnold Bloch Leibler, Level 21, 333 Collins St, Melbourne VIC 3000 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION	RESOLUTION	For	Against	Abstain*			For	Against	Abstain*	Abstain*
1.	Adoption of Remuneration Report				6.	Subsequent approval of issue of Ordinary Shares
2.	Re-election of Jacob Hanoch as a Director				7.	Subsequent approval of issue of Unlisted Options
3.	Re-election of Kobi Ben Shabbat as a Director				8.	Approval of issue of Unlisted Options
4.	Re-election of Yossi Keret as a Director				9.	Approval of issue of Options to Jacob Hanoch
5.	Approval of Additional 10% Placement Capacity

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

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

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 2:00pm AEDT on Tuesday 28 November 2017.

• WBTPX1301117

WBTPX1301117

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WBT

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

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

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

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.