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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: 28 November 2018 Time: 2:00pm (AEDT) Venue: Level 50, Bourke Place, 600 Bourke Street, 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 2018.

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 2018.”

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:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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 Dr Yoav Nissan-Cohen as a Director

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

“That Dr Yoav Nissan-Cohen, who retires in accordance with clause 14.4 (Additional Directors) of the Company’s constitution and, being eligible for re-election, be re-elected as a Director.”

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

Resolution 3: Re-election of Mr Fred Bart as a Director

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

“That Dr Mr Fred Bart, who retires in accordance with clause 14.4 (Additional Directors) of the Company’s constitution and, being eligible for re-election, be re-elected as a Director.”

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

Resolution 4: Re-election of David Perlmutter as a Director

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

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

Note: Without limitation, clause 14.2 (Rotation of Directors) 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 ASX 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 in favour of the resolution by or on behalf of:

by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) excluded from voting; or
an associate of those persons.

However, the entity need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides

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: Approval of issue of Shares to Non-executive Director of the Company, Ashley Krongold

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 7,000,000 Shares to Ashley Krongold, or his nominee as part of Mr Krongold's remuneration as a Non-Executive Director in the particular circumstances and as described in the Explanatory Memorandum.

Voting Exclusion Statement : The Company will disregard any votes cast in favour on this Resolution 6 by or on behalf of Mr Ashley Krongold, any entity who is to receive securities in relation to this Resolution and any Associates of such persons, unless the vote is cast:

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

In addition, a vote must not be cast on Resolution 6 by a member of the KMP of the Company, or a closely related party of the KMP, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 6. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting acting as proxy for a person entitled to vote on Resolution 6 because the Company’s proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies.

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

Resolution 7: Approval of Performance Rights and Options to Executive Director of the Company, Dr Yoav Nissan-Cohen

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 6,400,000 Performance Rights and 8,000,000 Options to Dr Yoav Nissan-Cohen, or his nominee in the particular circumstances and as described in the Explanatory Memorandum.

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution 7 by Dr Nissan-Cohen (or his nominee/s) and any of his associates, unless the vote is cast:

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

In addition, a vote must not be cast on Resolution 7 by a member of the KMP of the Company, or a closely related party of the KMP, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 7. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting acting as proxy for a person entitled to vote on Resolution 7 because the Company’s proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies.

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

Resolution 8: Approval of Performance Rights and Options to Non-executive Director of the Company, Mr Fred Bart

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 3,200,000 Performance Rights and 4,000,000 Options to Mr Fred Bart, or his nominee in the particular circumstances and as described in the Explanatory Memorandum.

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution 8 by Mr Bart (or his nominee/s) and any of his associates, unless the vote is cast:

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

In addition, a vote must not be cast on Resolution 8 by a member of the KMP of the Company, or a closely related party of the KMP, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 8. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting acting as proxy for a person entitled to vote on Resolution 8 because the Company’s proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies.

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

Resolution 9: Approval of Performance Rights and Options to Executive 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 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 12,000,000 Performance Rights and 10,000,000 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 in favour of this Resolution 9 by Mr Hanoch (or his nominee/s) and any of his associates, unless the vote is cast:

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

In addition, a vote must not be cast on Resolution 9 by a member of the KMP of the Company, or a closely related party of the KMP, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 9. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting acting as proxy for a person entitled to vote on Resolution 9 because the Company’s proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies.

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

Resolution 10: Approval of Options to Non-executive Director of the Company, Mr David Perlmutter

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue up to 20,000,000 Options to Mr Perlmutter, or his nominee in the particular circumstances and as described in the Explanatory Memorandum.

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution 10 by Mr Perlmutter (or his nominee/s) and any of his associates, unless the vote is cast:

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

In addition, a vote must not be cast on Resolution 10 by a member of the KMP of the Company, or a closely related party of the KMP, acting as proxy for a person entitled to vote, if their appointment does

not specify the way the proxy is to vote on Resolution 10. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting acting as proxy for a person entitled to vote on Resolution 10 because the Company’s proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 10.

Resolution 11: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

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

“ That the issue of 77,142,845 ordinary shares in the Company under the placement of ordinary shares to investors in October 2018, 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 in favour of this Resolution 11 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 11:

in accordance with the directions on the Proxy Form; or
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 11.

Resolution 12: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

“ That the issue of 4,285,714 ordinary shares in the Company to Everblu Capital in lieu of payment for services rendered , 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 in favour of this Resolution 11 by or on behalf of Everblu Capital Pty Ltd and any Associate of Everblu Capital Pty Ltd.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 11:

in accordance with the directions on the Proxy Form; or
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 11.

Resolution 13: Subsequent approval of issue of unlisted options pursuant to Listing Rule 7.4 – issue of unlisted options to Everblu Capital (refresh 15%)

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

“ That the issue of 9,000,000 unlisted options over ordinary shares in the Company at an issue price of nil issue price and an exercise price of $0.0525 per share for 4,500,000 and $0.06125 per share for 4,500,000 to Everblu Capital, as part of their fee for the placement of ordinary shares to sophisticated investors in October 2018. 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 13 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 13:

in accordance with the directions on the Proxy Form; or
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 13.

Resolution 14: Approval to issue Placement Shares to David Perlmutter

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue fully paid ordinary shares to David Perlmutter in accordance with the terms summarised in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 14 by Mr Perlmutter (or his nominee/s) and any of his associates, unless the vote is cast unless the vote is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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 to vote all available proxies in favour of this resolution.

Resolution 15: Approval to issue Placement Shares to Fred Bart

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue fully paid ordinary shares to Fred Bart in accordance with the terms summarised in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 15 by Mr Bart (or his nominee/s) and any of his associates, unless the vote is cast unless the vote is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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 to vote all available proxies in favour of this resolution.

Resolution 16: Approval to issue Placement Shares to Jacob Hanoch

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue fully paid ordinary shares to Jacob Hanoch in accordance with the terms summarised in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 16 by Mr Hanoch (or his nominee/s) and any of his associates, unless the vote is cast unless the vote is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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 to vote all available proxies in favour of this resolution.

Resolution 17: Approval to issue Placement Shares to Yoav Nissan-Cohen

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the Company to issue fully paid ordinary shares to Yoav Nissan-Cohen in accordance with the terms summarised in the Explanatory Memorandum.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 17 by Mr Nissan-Cohen (or his nominee/s) and any of his associates, unless the vote is cast unless the vote is cast:

by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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 to vote all available proxies in favour of this resolution.

Resolution 18: Re-approval of Employee Incentive Option Plan

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

“That, for the purpose of ASX Listing Rule 7.2 (Exception 9) as an exception to ASX Listing Rule 7.1 and for all other purposes, shareholders re-approve the “Employee Incentive Option Plan” and for the issue of Options under that scheme on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution 18 by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

In addition, a vote must not be cast on Resolution 18 by a member of the KMP of the Company, or a closely related party of the KMP, acting as proxy for a person entitled to vote, if their appointment does not specify the way the proxy is to vote on Resolution 18. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting acting as proxy for a person entitled to vote on Resolution 18 because the Company’s proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies.

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 (AEST) on 26 November 2018. 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,

not later than 2.00pm (AEST) on 26 November 2018.

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 is enclosed. Please read all instructions carefully before completing the proxy form.

If the proxy form is signed by an attorney, please also provide 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 General Meeting.

Relevant written questions to audit must be received no later than 5.00pm (AEST) on 21 November 2018. A list of those questions will be made available to Shareholders attending 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 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 21 November 2018.

By order of the Board

Mark Licciardo Company Secretary 29 October 2018

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 2018 Annual General Meeting to be held commencing at 2:00pm on 28 November 2018 on Level 50, Bourke Place, 600 Bourke Street, Melbourne VIC 3000.

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

Introduction

There are 6 categories of resolutions in this notice of Meeting, which are:

adoption of the Remuneration Report;
re-election of Directors;
approve certain share based payments;
refresh of Placement Capacity and approve an Additional 10% Placement Capacity;
approve the issue of placement shares to certain directors; and
re-approval of Employee Incentive Option Plan.

In relation to the share based payments resolutions, the Board would like to draw Shareholders’ attention for the following issues:

(a) In light of the Company’s size and status as a pre-revenue generating company, the Board believes that the share-based remuneration arrangement is an important method to support the development of the Company and ensure that cash is utilised in bring the Company to commercialisation as quickly as possible. The Board believes that the number of shares to be issued is appropriate.
(b) The Company does not propose to issue Shares or Options to Directors under the Plan so that the issuance is not subject to the 5% limit under clause 4.13 of the Plan Rules.
(c) The Company propose to issue 2,130,000 shares to Kobi Ben-Shabat, the former CEO of the Company. Because Mr Ben-Shabat is no longer a related party of the Company for the purpose of Listing Rule 10.11, the Board is not seeking shareholder approval. The reasons to issue shares to Mr Ben-Shabat are he served as the CEO of the Company from 1 August 2016 to 30 November 2017, a total of 16 months and provided valuable support to the Company in its earlier stages. The Company had agreed to allocate Options to Mr Ben-Shabat in 2017, but he voluntarily requested to delay the grant as the timing was not ideal for the Company.

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 Yoav Nissan-Cohen as a Director

Under clause 14.4 (Additional Directors) 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 Dr Yoav Nissan-Cohen as a Director of the Company in accordance with clause 14.4 (Additional Directors) of the Company’s constitution.

Dr Yoav Nissan-Cohen (Executive Director) Appointed 15 February 2018

Dr Nissan-Cohen was appointed as an Executive Director of the Company, effective from 15 February 2018. Dr Yoav Nissan-Cohen’s career covers nearly 40 years of scientific research, technology development, and executive management in the “High Tech’’ industry. He did his PhD under Dov Frohman, the inventor of the first non-volatile memory. He started his career as a research scientist in GE’s R&D center in New York where he studied the use of silicon dioxide in semiconductor memory devices. He then led the spin-out of National Semiconductor’s fabrication, creating Tower Semiconductor, where he was CEO for nine years. Tower Semiconductor is a Nasdaq-listed, global specialty semiconductor foundry leader, with a market cap of US$3.4billion.

Dr Nissan-Cohen also played a key role in establishing a non-volatile technology startup, Saifun Semiconductor, which was eventually sold to Spansion. After two years in the venture capital industry, he came back to his entrepreneurial origins and took the Chairman and CEO position in Amimon, providing wireless transmissions of HD Video at zero latency.

Currently, Dr Nissan-Cohen is Chairman and CEO for Zullavision, which is utilising technologies developed in Israel to provide innovative solutions for film and TV production.

The Directors (excluding Dr Nissan-Cohen) 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 Fred Bart as a Director

following his or her appointment.

Resolution 3 provides for the re-election of Mr Fred Bart as a Director of the Company in accordance with clause 14.4 (Additional Directors) of the Company’s constitution.

Mr Fred Bart (Non-executive Director) Appointed 6 March 2018

Mr Bart was appointed as a Non-executive Director of the Company, effective from 6 March 2018. Mr Bart’s career spans more than 40 years in Australia and overseas. He has been Chairman, NonExecutive Director and strategic investor of numerous public and private companies since 1980 in the manufacturing, biotechnology, immunotherapy research, audio and digital speakers, defence, aerospace and hi-tech sectors. He maintains a diversified portfolio of interests in public and private businesses through his holding company – the Bart Group.

He is currently Chairman of three companies: Electro Optics System (ASX: EOS); Audio Pixels Holdings Limited (ASX: AKP); and Immunovative Therapies Limited, a Jerusalem-based immunotherapy and international biopharmaceutical company. Both Electro Optics Systems and Audio Pixels are leading global technology companies that have experience working with large and reputable partners. Previously Mr Bart served as Non-Executive Director of Genetic Technologies Limited from October 1996 to November 2009.

Mr Bart is a Member of Australian Institute of Company Directors.The Directors (excluding Mr Bart) 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 David Perlmutter as a Director

Under clause 14.2 (Rotation of Directors) 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 4 provides for the re-election of Mr David Perlmutter as a Director of the Company in accordance with clause 14.2 (Rotation of Directors) of the Company’s constitution.

Mr David Perlmutter (Chairman) Appointed 1 August 2016

David Perlmutter is an investor and director in various startups in Israel and Silicon Valley. With almost 40 years’ experience in the semiconductors industry, Mr Perlmutter has held a number of very senior global positions, including Executive Vice President and General Manager at the Intel Architecture Group (IAG) and also Chief Product Officer of Intel Corporation (NASDAQ:INTC). The award-winning executive received a prize for innovation in industrial development from the Israeli President in 1987 and an award for the development of the i387 math co-processor. Mr Perlmutter was elected Fellow of the Institute of Electrical and Electronics Engineers (IEEE Fellow) for his contributions to the mobile personal computer industry. He is a member of the Board of Directors of Mellanox Technologies (NASDAQ: MLNX) as well as being on the Board of Directors for various startups. He is also a member of the Board of Governors of the Technion – Israel Institute of Technology and chairs a number of nonprofit organizations.

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:

(b) 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.

(c) 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.

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Dilution
$ 0.175 $ 0.350 $ 0.700
Variable “A” in Listing Rule 7.1A.2
50% decrease in 100% increase in
Issue Price
Issue Price Issue Price
10% Voting
Current Variable A 153,432,489 153,432,489 153,432,489
dilution
1,534,324,888 Funds raised $ 26,850,686 $ 53,701,371 $ 107,402,742
50% increase in current Variable A [10%] Voting 230,148,733 230,148,733 230,148,733
dilution
2,301,487,332 Funds raised $ 40,276,028 $ 80,552,057 $ 161,104,113
100% increase in current Variable 10% Voting
306,864,978 306,864,978 306,864,978
A dilution
3,068,649,776 Funds raised $ 53,701,371 $ 107,402,742 $ 214,805,484
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Notes:

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.
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 $0.035 as at 18 October 2018.
(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%.

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

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

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

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the equity securities on the control of the Company;
(iv) the 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).
(g) Previous Approval under Listing Rule 7.1A: The Company obtained shareholder approval under Listing Rule 7.1A at the 2017 Annual General Meeting held on 30 November 2017.

As required 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 month period	192,082,005 ordinary shares 62,000,000 unlisted options
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	16.5%

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.

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Date of Holder Class # of Equity Issue price Consideration
Allocation Securities
30 Jacob Hanoch Unlisted Options 28,000,000 [#] Nil Nil
November over Ordinary
2017 Shares
14 CPS Capital Unlisted Options 25,000,000 [##] $0.000001 AUD$25
December Group Pty Ltd over Ordinary
2017 or nominee Shares [1]
8 November Multiple Ordinary 100,572,600 $0.03 AUD$3,017,178
2017 – 14 Holders Shares
March 2018 (Exercise of
Unlisted
Options by
CPS Capital
Group Pty Ltd
or nominee)
21 August Multiple Ordinary Shares 8,652,274 [###] $0.039 Nil
2018 holders of
Performance
Rights
5, 8 & 12 Investors Ordinary Shares 82,857,131 $0.035 AUD$2,900,000
October under the
2018 Placement
and to
Consultants
12 October Everblu Unlisted Options 9,000,000 [####] Nil Nil
2018 Capital Pty Ltd over Ordinary
Shares
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*these options were issued with the approval of shareholder obtained at the 2017 AGM as required by Listing Rule 10.14

**these options were issued with the approval of shareholder obtained at the 2017 AGM

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

****these options were issued as part of the Company's payment of Everblu Capital's fee for their role as lead manager and broker in the Placement. The Exercise Price of these options are $0.0525 per share for 4,500,000 options and $0.06125 per share for 4,500,000 options.

The fair market value of these options is $0.0505 per option

The fair market value of these options is $0.0373 per option ###The details of the Performance Rights can be found in the Company’s Prospectus dated 3 May 2016, these performance rights were valued at $865,228 ####The fair market value of the 9,000,000 options is $231,700

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.

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.

Resolution 6 - Approval of issue of Shares to Non-executive Director of the Company, Ashley Krongold

Resolution 6 seeks Shareholder approval for the granting of 7,000,000 Shares in the Company to Nonexecutive Director of the Company, Mr Ashley Krongold.

Background

Mr Krongold has been instrumental in the Company’s progress, from before its listing on the ASX until today. Throughout this time the Company has not allocated any options or shares to Mr Krongold. The Company has been very fortunate to the secure the services, support, and significant experience, and the Board believes that 7,000,000 Shares is reasonable compensation for his support over the past 4 years.

Why Shareholder approval is being sought

Listing Rule 10.11 states that a listed company must not issue or agree to issue securities to a related party without Shareholder approval, by ordinary resolution. The purpose of Resolution 3 is to have Shareholders approve the proposed grant of Shares to Mr Ashley Krongold. If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

Following approval by Shareholders, Mr Krongold will be issued 7,000,000 Shares in the Company within one month of the Annual General Meeting to be held on 28 November 2018. The Shares will be issued to Mr Krongold at no cost to Mr Krongold. The terms of the Shares issued to Mr Krongold will be the same as the existing fully paid ordinary shares.

Information required by Listing Rule 10.13

In accordance with ASX Listing Rule 10.13 Shareholders are provided the following information:

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The name of the person Mr Ashley Krongold
The maximum number 7,000,000 Shares
of securities
The date by which the Within one month of the Annual General Meeting to be held on 28
securities will be issued November 2018
The issue price for each $0.00
security
Terms of the issue Each share issued will rank, from the date of their issue, equally with all
existing issued Shares
Intended use of funds No funds will be raised from this issue which forms part of Mr Kongrold's
remuneration as a Non-Executive Director of the Company.
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Voting Exclusion

A voting exclusion statement is included under Resolution 2 in this notice of Meeting.

Resolution 7 - Approval of issue of Performance Rights and Options to Executive Director of the Company, Dr Yoav Nissan-Cohen

Background

Resolution 7 seeks Shareholder approval for the granting of Performance Rights and Options in the Company ( Performance Rights and Options ) to Executive Director of the Company, Dr Yoav NissanCohen.

Why Shareholder approval is being sought

Listing Rule 10.11 states that a listed company must not issue or agree to issue securities to a related party without Shareholder approval, by ordinary resolution. The purpose of Resolution 7 is to have Shareholders approve the proposed grant of Performance Rights and Options to Dr Nissan-Cohen. If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

Grant of Performance Rights (under Director Engagement)

Following approval by Shareholders, Dr Nissan-Cohen will be granted 3,200,000 Performance Rights (being Options that do not have a strike price or an exercise price) in the Company. Upon exercise, each Performance Right entitles Dr Nissan-Cohen 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.

These Performance Rights expire ten years from the commencement date Mr Nissan-Cohen’s appointment as a director of the Company, being 15 February 2028.

Grant of Options (under Director Engagement)

Following approval by Shareholders, Dr Nissan-Cohen will be granted 4,000,000 Options to acquire fully paid ordinary shares in the Company ( Shares ) at an exercise price of $0.0626 equal to the volume weighted average market price calculated during the three days preceding the commencement date of appointment as a director of the Company, being 15 February 2018.

Upon exercise, each Option entitles Dr Nissan-Cohen 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 Dr Nissan-Cohen.

These Options expire ten years from the commencement date Mr Nissan-Cohen’s appointment as a director of the Company, being 15 February 2028.

Vesting and exercise period

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

(a) 25% of the Performance Rights and 25% of the Options shall vest on 15 February 2019; and
(b) thereafter for a period of three years, 6.25% of the Performance Rights and 6.25% of the Options shall vest at the end of each quarter (being 31 March, 30 June, 30 September and 31 December of the relevant year) as long as Dr Nissan-Cohen remains a director of the Company and has not given notice his intention to resign as a Director on each such vesting date.

Grant of Performance Rights (under Consulting Engagement)

These Performance Rights expire ten years from the commencement date of Consulting Agreement with Nicohy Ltd (a company owned by Dr Nissan-Cohen) and WBT Israel, being 1 January 2028.

Grant of Options (under Consulting Engagement)

Following approval by Shareholders, Dr Nissan-Cohen will be granted 4,000,000 Options to acquire fully paid ordinary shares in the Company ( Shares ) at an exercise price of $0.0578 equal to the volume weighted average market price calculated during the three days preceding the commencement date of Consulting Agreement with Nicohy Ltd (a company owned by Dr Nissan-Cohen) and WBT Israel, being

1 January 2018.

These Options expire ten years from the commencement date of Consulting Agreement with Nicohy Ltd (a company owned by Dr Nissan-Cohen) and WBT Israel, being 1 January 2028.

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 Performance Rights and 25% of the Options shall vest on 1 January 2019; and
(b) thereafter for a period of three years, 6.25% of the Performance Rights and 6.25% of the Options shall vest at the end of each quarter (being 31 March, 30 June, 30 September and 31 December of the relevant year) as long as long as Nicohy Ltd is engaged as a Consultant of WBT Israel on each such vesting date.

In the event that prior to the expiration of the Vesting Period, the Company closes an Exit Event (as defined below) then all of Dr Nissan-Cohen's unvested Performance Rights and Options shall become exercisable immediately prior to the closing of the Exit Event.

Exit Event means mean any of the following:

(a) 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 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
(b) a sale or other irrevocable disposition of all or of substantially all of the Company’s shares or assets; or
(c) 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 Directorship

The vesting of the Performance Rights and Options under the Director Engagement is subject to Dr Nissan-Cohen's continuing Directorship with the Company at all times during the Vesting Period.

In the event that Dr Nissan-Cohen ceases to be a Director of the Company, for any reason prior to the expiration of the Vesting Period:

(a) any unvested Performance Rights and Options issued under the Director Engagement will immediately expire; and
(b) Dr Nissan-Cohen is entitled to exercise the vested Performance Rights and Options issued under the Director Engagement solely until the earlier of:
(i) three months following the cessation date, after which time any vested Performance Rights and Options not exercised will be immediately forfeited); or

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

In the event Dr Nissan-Cohen is summarily dismissed, from his directorship, all Performance Rights and Options (including any vested Performance Rights and Options) will be forfeited. If any Performance Rights and 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.

Cessation of Consulting Agreement

The vesting of the Performance Rights and Options under the Consultancy Engagement is subject to Nicohy Ltd’s engagement as a Consultant with WBT Israel at all times during the Vesting Period.

In the event that Nicohy Ltd’s engagement with WBT Israel ceases, for any reason prior to the expiration of the Vesting Period:

(a) any unvested Performance Rights and Options issued under the Consultancy Engagement will immediately expire; and
(b) Dr Nissan-Cohen is entitled to exercise the vested Performance Rights and Options issued under the Consultancy Engagement solely until the earlier of:
(i) three months following the cessation date, after which time any vested Performance Rights and Options not exercised will be immediately forfeited); or
(ii) at least 10 days prior to the closing of any Exit Event.

Reorganisation

If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the number of Performance Rights and Options are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

Voting Rights / Dividends

Performance Rights and Options do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the options are exercised or performance rights convert and subsequently registered as ordinary shares.

New Issues

Performance Rights and Options holders may only participate in new issues of securities to holders of ordinary Shares in the Company if Performance Rights or Options have been exercised and Shares issued in respect of the Performance Rights or Options before the record date for determining entitlements to the issue.

These Performance Rights and Options are not transferable, and will not be quoted on the ASX.

Date on which the Performance Rights and Options will be granted

Subject to Shareholder approval, it is anticipated that the Options will be granted to Dr Nissan-Cohen shortly after the 2018 General Meeting to be held on 28 November 2018.

Information required by Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, Shareholders are provided the following information:

The name of the allottee	Dr Nissan-Cohen
The maximum number of securities	6,400,000 Performance Rights and 8,000,000 Options (to convert into 14,400,000 Shares or as otherwise determined by any adjustment

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required to be made under the Listing Rules)
The price for each Each option will be issued for a nil issue price.
security
The exercise price of the Options under Dr Nissan-Cohen Director
Agreement will be $0.0626 which is equal to the volume weighted
average market price calculated during the three days preceding 15
February 2018
The exercise price of the Options under Nicohy Ltd’s Consulting
Agreement will be $0.0578 which is equal to the volume weighted
average market price calculated during the three days preceding 1
January 2018
Issue date Subject to Shareholder approval, it is anticipated that the Performance
Rights and Options will be granted to Dr Nissan-Cohen shortly after the
2018 Annual General Meeting to be held on 28 November 2018. In any
event, the Options will be granted no later than 1 month after the
Meeting.
Terms of the issue Each share issued will rank, from the date of their issue, equally with all
existing issued Shares.
Intended use of funds 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.
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Voting Exclusion

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

Directors’ Recommendation

The Directors (excluding Dr Nissan-Cohen) 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 Performance Rights and Options to Non-executive Director of the Company, Mr Fred Bart

Background

Resolution 8 seeks Shareholder approval for the granting of Performance Rights and Options in the Company ( Performance Rights and Options ) to Non-executive Director of the Company, Mr Fred Bart.

Why Shareholder approval is being sought

Listing Rule 10.11 states that a listed company must not issue or agree to issue securities to a related party without Shareholder approval, by ordinary resolution. The purpose of Resolution 8 is to have Shareholders approve the proposed grant of Performance Rights and Options to Mr Bart. If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

Grant of Performance Rights

Following approval by Shareholders, Mr Bart will be granted 3,200,000 Performance Rights (being Options that do not have a strike price or an exercise price) in the Company. Upon exercise, each Performance Right entitles Mr Bart 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.

These Performance Rights expire ten years from the commencement date Mr Bart’s appointment as a director of the Company, being 5 March 2028.

Grant of Options (under Director Engagement)

Following approval by Shareholders, Mr Bart will be granted 4,000,000 Options to acquire fully paid ordinary shares in the Company ( Shares ) at an exercise price of $0.0509 equal to the volume weighted average market price calculated during the three days preceding the commencement date of appointment as a director of the Company, being 5 March 2018.

Upon exercise, each Option entitles Mr Bart 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 Bart. These Options expire ten years from the commencement date Mr Bart’s appointment as a director of the Company, being 5 March 2028.

Vesting and exercise period

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

(a) 25% of the Performance Rights and 25% of the Options shall vest on 5 March 2019; and
(b) thereafter for a period of three years, 6.25% of the Performance Rights and 6.25% of the Options shall vest at the end of each quarter as long as Mr Fred Bart remains a director of the Company and has not given notice his intention to resign as a Director on each such vesting date.

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 Bart’s unvested Performance Rights and Options shall become exercisable immediately prior to the closing of the Exit Event.

Exit Event means mean any of the following:

(a) 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 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
(b) a sale or other irrevocable disposition of all or of substantially all of the Company’s shares or assets; or
(c) 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 Directorship

The vesting of the Performance Rights and Options is subject to Mr Bart’s continuing Directorship with the Company at all times during the Vesting Period.

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

(a) any unvested Performance Rights and Options will immediately expire; and
(b) Mr Bart is entitled to exercise the vested Performance Rights and Options solely until the earlier of:

(i) three months following the cessation date, after which time any vested Performance Rights and 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 Bart is summarily dismissed, from his directorship, all Performance Rights and Options (including any vested Performance Rights and Options) will be forfeited. If any Performance Rights and 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.

Reorganisation

Voting Rights / Dividends

New Issues

These Performance Rights and Options are not transferable, and will not be quoted on the ASX.

Date on which the Performance Rights and Options will be granted

Subject to Shareholder approval, it is anticipated that the Options will be granted Mr Bart shortly after the 2018 General Meeting to be held on 28 November 2018.

Information required by Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, Shareholders are provided the following information:

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The name of the allottee Mr Fred Bart
The maximum number 3,200,000 Performance Rights and 4,000,000 Options (to convert into
of securities 7,200,000 Shares or as otherwise determined by any adjustment
required to be made under the Listing Rules)
The price for each Each option will be issued for a nil issue price.The exercise price of the
security Options under Mr Bart’s Director Agreement will be $0.0509 which is
equal to the volume weighted average market price calculated during
the three days preceding 5 March 2018
Issue date Subject to Shareholder approval, it is anticipated that the Performance
Rights and Options will be granted to Mr Bart shortly after the 2018
Annual General Meeting to be held on 28 November 2018. In any event,
the Options will be granted no later than 1 month after the Meeting.
Terms of the issue Each share issued will rank, from the date of their issue, equally with all
existing issued Shares.
Intended use of funds 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.
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Voting Exclusion

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

Directors’ Recommendation

The Directors (excluding Mr Bart) 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 Performance Rights and Options to Executive Director of the Company, Mr Jacob Hanoch

Background

Resolution 9 seeks Shareholder approval for the granting of Performance Rights and Options in the Company ( Performance Rights and Options ) to the Chief Executive Officer and Managing Director of the Company, Mr Jacob Hanoch.

Why Shareholder approval is being sought

Listing Rule 10.11 states that a listed company must not issue or agree to issue securities to a related party without Shareholder approval, by ordinary resolution. The purpose of Resolution 9 is to have Shareholders approve the proposed grant of Performance Rights and Options to Mr Hanoch. If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

Grant of Performance Rights

Following approval by Shareholders, Mr Hanoch will be granted 12,000,000 Performance Rights (being Options that do not have a strike price or an exercise price) in the Company. Upon exercise, each Performance Right 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.

These Performance Rights expire ten years from the commencement date Mr Hanoch’s appointment as a director of the Company, being 1 October 2027. Grant of Options

Following approval by Shareholders, Mr Hanoch will be granted 10,000,000 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 appointment as a director of the Company, 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.

These Options expire ten years from the commencement date Mr Hanoch’s appointment as a director of the Company, being 1 October 2027.

Vesting and exercise period

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

(a) 25% of the Performance Rights and 25% of the Options shall vest on 1 October 2018; and
(b) thereafter for a period of three years, 6.25% of the Performance Rights and 6.25% of the Options shall vest at the end of each quarter (being 31 March, 30 June, 30 September and 31 December of the relevant year) as long as Mr Hanoch remains a director of the Company and has not given notice his intention to resign as a Director on each such vesting date.

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 Performance Rights and Options shall become exercisable immediately prior to the closing of the Exit Event.

Exit Event means mean any of the following:

(a) 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 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
(b) a sale or other irrevocable disposition of all or of substantially all of the Company’s shares or assets; or
(c) 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 Performance Rights and Options is subject to 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 Performance Rights and Options will immediately expire; and
(b) Mr Hanoch is entitled to exercise the vested Performance Rights and Options solely until the earlier of:
(i) three months following the cessation date, after which time any vested Performance Rights and 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 Performance Rights and Options (including any vested Performance Rights and Options) will be forfeited. If any Performance Rights and 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.

Reorganisation

Voting Rights / Dividends

New Issues

Performance Rights and Options holders may only participate in new issues of securities to holders of ordinary Shares in the Company if Performance Rights or Options have been exercised and Shares

issued in respect of the Performance Rights or Options before the record date for determining entitlements to the issue.

These Performance Rights and Options are not transferable, and will not be quoted on the ASX.

Date on which the Performance Rights and Options will be granted

Subject to Shareholder approval, it is anticipated that the Options will be granted Mr Hanoch shortly after the 2018 General Meeting to be held on 28 November 2018.

Information required by Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, Shareholders are provided the following information:

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----- Start of picture text -----

The name of the allottee Mr Jacob Hanoch
The maximum number 12,000,000 Performance Rights and 10,000,000 Options (to convert
of securities into 22,000,000 Shares or as otherwise determined by any adjustment
required to be made under the Listing Rules)
The price for each Each option will be issued for a nil issue price.
security
The exercise price of the Options under Mr Jacob Hanoch Director
Agreement will be $0.01755 which is equal to the volume weighted
average market price calculated during the three days preceding 1
October 2017.
Issue date Subject to Shareholder approval, it is anticipated that the Performance
Rights and Options will be granted to Mr Hanoch shortly after the 2018
Annual General Meeting to be held on 28 November 2018. In any event,
the Options will be granted no later than 1 month after the Meeting.
Terms of the issue Each share issued will rank, from the date of their issue, equally with all
existing issued Shares.
Intended use of funds 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.
----- End of picture text -----

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.

Resolution 10 - Approval of issue of Options to Director of the Company, Mr David Perlmutter

Background

Resolution 10 seeks Shareholder approval for the granting of Options to Executive Director of the Company, Mr Perlmutter.

Why Shareholder approval is being sought

Listing Rule 10.11 states that a listed company must not issue or agree to issue securities to a related party without Shareholder approval, by ordinary resolution. The purpose of Resolution 9 is to have Shareholders approve the proposed grant of Options to Mr Perlmutter. If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

Grant of Options (under Director Engagement)

Following approval by Shareholders, Mr Perlmutter will be granted 20,000,000 Options to acquire fully paid ordinary shares in the Company ( Shares ) at an exercise price of $0.0339 equal to the volume weighted average market price calculated during the three days preceding the approval of grant by the Board of Directors, being 16 October 2018.

Upon exercise, each Option entitles Mr Perlmutter 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 Perlmutter.

These Options expire ten years from approval of grant by the Board of Directors, being 16 October 2028.

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 16 October 2019; and
(b) thereafter for a period of three years, 6.25% of the Options shall vest at the end of each quarter as long as Mr Perlmutter remains a director of the Company and has not given notice his intention to resign as a Director on each such vesting date.

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 Perlmutter’s unvested Options shall become exercisable immediately prior to the closing of the Exit Event.

Exit Event means mean any of the following:

(a) 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 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
(b) a sale or other irrevocable disposition of all or of substantially all of the Company’s shares or assets; or
(c) 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 Directorship

The vesting of the Options is subject to Mr Perlmutter’s continuing Directorship with the Company at all times during the Vesting Period.

In the event that Mr Perlmutter's Directorship 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 Perlmutter 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 Perlmutter is summarily dismissed, from his directorship, 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.

Reorganisation

If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the number of Options are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

Voting Rights / Dividends

Options do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the options are exercised and subsequently registered as ordinary shares.

New Issues

Options holders may only participate in new issues of securities to holders of ordinary Shares in the Company if Options have been exercised and Shares issued in respect of the Options before the record date for determining entitlements to the issue.

These Options are not transferable, and will not be quoted on the ASX.

Date on which the Options will be granted

Subject to Shareholder approval, it is anticipated that the Options will be granted Mr Perlmutter shortly after the 2018 General Meeting to be held on 28 November 2018.

Information required by Listing Rule 10.13

In accordance with ASX Listing Rule 10.13, Shareholders are provided the following information:

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----- Start of picture text -----

The name of the allottee Mr David Perlmutter
The maximum number 20,000,000 Options (to convert into 20,000,000 Shares or as otherwise
of securities determined by any adjustment required to be made under the Listing
Rules)
The price for each Each option will be issued for a nil issue price.
security
The exercise price of the Options under Mr David Perlmutter Director
Agreement will be $0.0339 which is equal to the volume weighted
average market price calculated during the three days preceding 1
August 2016.
Issue date Subject to Shareholder approval, it is anticipated that the Options will be
granted to Mr David Perlmutter shortly after the 2018 Annual General
Meeting to be held on 28 November 2018. In any event, the Options
will be granted no later than 1 month after the Meeting.
Terms of the issue Each share issued will rank, from the date of their issue, equally with all
existing issued Shares.
Intended use of funds 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.
----- End of picture text -----

Voting Exclusion

A voting exclusion statement is included under Resolution 10 in this notice of Meeting.

Directors’ Recommendation

The Directors (excluding Mr Perlmutter) unanimously recommend that Shareholders vote in favour of Resolution 10. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 10.

Resolution 11: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

Background

In September 2018, the Company announced the Placement under which 77,142,845 Shares ( Placement Shares ) were issued at a price of $0.035 per share raising $2,700,000.00 (the remaining $150,000 of the $3,000,000 will be issued to certain directors at the same price subject to Resolutions 14, 15, 16 & 17) A further 4,285,714 Shares were issued at a price of $0.035 per share to Everblu Capital Pty Ltd in lieu of payment for services rendered. The Placement Shares were issued to certain investors on 5, 8 and 12 October 2018 following a capital raise led by Everblu Capital, 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 28 September 2018.

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 2017 Annual General Meeting held on 30 November 2017 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).

The Placement Shares were issued within the 15% placement capacity pursuant to ASX Listing Rule 7.1.

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 the Placement Shares to ‘refresh’ the Company’s 15% placement capacity so that it would be the same as if the Placement Shares had not been issued.

As advised in the Company’s ASX announcement on 28 September 2018, the proceeds raised will be used for working capital and offer expenses, and to progress Weebit Nano’s silicon oxide (SiOx) ReRAM technology to the next stage of productisation, including:

Working with partners testing, evaluating and optimising Weebit Nano SiOx ReRAM memory chips to achieve robust technology parameters;
Working with Leti to scale down the technology from the current 1Mb 40nm arrays (the form of existing memory chips being used by customers in phones, PCs or storage devices) to 28nm which will allow Weebit to offer a more competitive solution to the embedded memory market ; and
Initiating work with production fabs, and planning the move to a production facility.

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.

On 5 October 2018 the Company also issued 1,428,571 Shares to consultants in lieu of fees for services rendered to the Company at a price of $0.035 per share. These Shares were also issued within the 15% placement capacity pursuant to ASX Listing Rule 7.1. The Company is not seeking Shareholder approval for and ratification of the issue of these Shares to ‘refresh’ the Company’s 15% placement capacity.

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	77,142,845 Shares
The price at which the securities were issued	$0.035 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 Everblu Capital, 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 28 September 2018, the proceeds raised will be used for working capital and offer expenses, and to progress Weebit Nano’s silicon oxide (SiOx) ReRAM technology to the next stage of productisation, including: • Working with partners testing, evaluating and optimising Weebit Nano SiOx ReRAM memory chips to achieve robust technology parameters; • Working with Leti to scale down the technology from the current 1Mb 40nm arrays (the form of existing memory chips being used by customers in phones, PCs or storage devices) to 28nm which will allow Weebit to offer a more competitive solution to the embedded memory market ; and • Initiating work with production fabs, and planning the move to a production facility.

Voting Exclusion

A voting exclusion statement is included under Resolution 11 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 11. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 11.

Resolution 12: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

Background

In October 2018, 4,285,714 Shares were issued at a price of $0.035 per share to Everblu Capital Pty Ltd in lieu of payment for services rendered in relation to the Placement. These Shares rank equally with existing ordinary shares on issue.

Why is the Company seeking Shareholder approval?

The Placement Shares were issued within the 15% placement capacity pursuant to ASX Listing Rule 7.1.

Information required by Listing Rule 7.5

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

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----- Start of picture text -----

The number of securities 4,285,714 Shares
issued
The price at which the $0.035 per Share
securities were issued
The terms of the Fully paid ordinary shares in the capital of the Company which ranked,
securities from the date of their issue, equally with all existing issued Shares.
The names of the Everblu Capital for services rendered in relation to the Placement.
persons to whom the
securities were issued
The intended use of the These Shares were issued to Everblu Capital for services rendered in
funds raised relation to the Placement.
----- End of picture text -----

Voting Exclusion

A voting exclusion statement is included under Resolution 12 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 12. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 12.

Resolution 13: Subsequent approval of issue of unlisted options pursuant to Listing Rule 7.4 – issue of unlisted options to Everblu Capital (refresh 15%)

Background

On 12 October 2018 the Company issued 9,000,000 unlisted options to Everblu Capital, as part of the Company's payment of Everblu Capital's fee for their role as lead manager and broker in the Placement.

These unlisted options are exercisable on or before 2 Oct 2022 and have the following exercise prices:

4.5 million unlisted options with an exercise price of 5.25 cents; and
4.5 million unlisted options with an exercise price of 6.125 cents.

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.

Reorganisation

Voting Rights / Dividends

New Issues

These Options are transferable, and will not be quoted on the ASX.

Why is the Company seeking Shareholder approval?

The issue of the 9,000,000 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 9,000,000 unlisted options to ‘refresh’ the Company’s 15% placement capacity so that it would be the same as if the 9,000,000 unlisted options had not been issued.

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	9,000,000 unlisted options
The price at which the securities were issued	nil
The terms of the securities	These unlisted options are exercisable on or before 2 Oct 2022 and have the following exercise prices:  4.5 million unlisted options with an exerciseprice of 5.25 cents;and

	 4.5 million unlisted options with an exercise price of 6.125 cents. 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.
The names of the persons to whom the securities were issued	Everblu Capital Pty Ltd
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 13 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 13. The Chairman of the meeting intends to vote undirected proxies in favour of resolution 13.

Resolution 14 – Approval to issue placement shares to David Perlmutter

Background

On 28 September 2018, the Company announced it had successfully raised $3 million via a share placement ( Placement ) to institutional, sophisticated and professional investors. The issue price under the Placement was $0.035 per Share. Subject to shareholder approval, David Perlmutter committed to participate in the Placement for $50,000 (1,428,571 Shares).

Why is the Company seeking Shareholder approval?

Subject to a number of exceptions, ASX Listing Rule 10.11 limits a company’s ability to issue securities to a related party of the company without shareholder approval.

David Perlmutter is a director of the Company and are therefore considered to be a related parties of the Company for the purposes of the ASX Listing Rules.

Accordingly, Resolutions 14 seeks Shareholder approval pursuant to Listing Rule 10.11 to enable David Perlmutter to participate in the Placement.

If this Resolution 14 is approved, this will also serve as approval for ASX Listing Rule 7.1 purposes (such that a separate resolution seeking approval for the purposes of ASX Listing Rule 7.1 is not required), so that the shares issued to the Directors pursuant to this issue will not reduce the Company’s capacity to issue securities under ASX Listing Rule 7.1.

As with the Placement itself, the Company intends to use the proceeds raised from this issue of shares for working capital and offer expenses, and to progress Weebit Nano’s silicon oxide (SiOx) ReRAM technology to the next stage of productisation, including:

Working with partners testing, evaluating and optimising Weebit Nano SiOx ReRAM memory chips to achieve robust technology parameters;
Working with Leti to scale down the technology from the current 1Mb 40nm arrays (the form of existing memory chips being used by customers in phones, PCs or storage devices) to 28nm which will allow Weebit to offer a more competitive solution to the embedded memory market ; and
Initiating work with production fabs, and planning the move to a production facility.

Additional information required for ASX Listing Rules

The following information is provided in connection with the approval sought under Resolution 14:

The shares will be issued no later than 1 month after the date of this Meeting.
The maximum number of shares to be issued to David Perlmutter is set out above.
The shares will be issued at 3.5 cents per share. The shares will rank equally in all respects from the issue date with the existing ordinary shares on issue.

Directors’ recommendation

The Directors (excluding Mr Perlmutter) unanimously recommend that Shareholders vote in favour of Resolution 14. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 14.

Resolution 15 – Approval to issue placement shares to Fred Bart

Background

On 28 September 2018, the Company announced it had successfully raised $3 million via a share placement ( Placement ) to institutional, sophisticated and professional investors. The issue price under the Placement was $0.035 per Share. Subject to shareholder approval, Fred Bart committed to participate in the Placement for $50,000 (1,428,571 Shares).

Why is the Company seeking Shareholder approval?

Subject to a number of exceptions, ASX Listing Rule 10.11 limits a company’s ability to issue securities to a related party of the company without shareholder approval.

Fred Bart is a director of the Company and are therefore considered to be a related parties of the Company for the purposes of the ASX Listing Rules.

Accordingly, Resolutions 14 seeks Shareholder approval pursuant to Listing Rule 10.11 to enable Fred Bart to participate in the Placement.

Working with partners testing, evaluating and optimising Weebit Nano SiOx ReRAM memory chips to achieve robust technology parameters;
Working with Leti to scale down the technology from the current 1Mb 40nm arrays (the form of existing memory chips being used by customers in phones, PCs or storage devices) to 28nm which will allow Weebit to offer a more competitive solution to the embedded memory market ; and
Initiating work with production fabs, and planning the move to a production facility.

Additional information required for ASX Listing Rules

The following information is provided in connection with the approval sought under Resolution 15:

The shares will be issued no later than 1 month after the date of this Meeting.
The maximum number of shares to be issued to Fred Bart is set out above.
The shares will be issued at 3.5 cents per share. The shares will rank equally in all respects from the issue date with the existing ordinary shares on issue.

Directors’ recommendation

The Directors (excluding Mr Bart) unanimously recommend that Shareholders vote in favour of Resolution 15. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 15.

Resolution 16 – Approval to issue placement shares to Jacob Hanoch

Background

On 28 September 2018, the Company announced it had successfully raised $3 million via a share placement ( Placement ) to institutional, sophisticated and professional investors. The issue price under the Placement was $0.035 per Share. Subject to shareholder approval, Jacob Hanoch committed to participate in the Placement for $25,000 (714,286 Shares).

Why is the Company seeking Shareholder approval?

Subject to a number of exceptions, ASX Listing Rule 10.11 limits a company’s ability to issue securities to a related party of the company without shareholder approval.

Jacob Hanoch is a director of the Company and are therefore considered to be a related parties of the Company for the purposes of the ASX Listing Rules.

Accordingly, Resolutions 16 seeks Shareholder approval pursuant to Listing Rule 10.11 to enable Jacob Hanoch to participate in the Placement.

If this Resolution 16 is approved, this will also serve as approval for ASX Listing Rule 7.1 purposes (such that a separate resolution seeking approval for the purposes of ASX Listing Rule 7.1 is not required), so that the shares issued to the Directors pursuant to this issue will not reduce the Company’s capacity to issue securities under ASX Listing Rule 7.1.

Working with partners testing, evaluating and optimising Weebit Nano SiOx ReRAM memory chips to achieve robust technology parameters;
Working with Leti to scale down the technology from the current 1Mb 40nm arrays (the form of existing memory chips being used by customers in phones, PCs or storage devices) to 28nm which will allow Weebit to offer a more competitive solution to the embedded memory market ; and
Initiating work with production fabs, and planning the move to a production facility.

Additional information required for ASX Listing Rules

The following information is provided in connection with the approval sought under Resolution 16:

The shares will be issued no later than 1 month after the date of this Meeting.
The maximum number of shares to be issued to Jacob Hanoch is set out above.
The shares will be issued at 3.5 cents per share. The shares will rank equally in all respects from the issue date with the existing ordinary shares on issue.

Directors’ recommendation

The Directors (excluding Mr Hanoch) unanimously recommend that Shareholders vote in favour of Resolution 16. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 16.

Resolution 17 – Approval to issue placement shares to Yoav Nissan-Cohen

Background

the Placement was $0.035 per Share. Subject to shareholder approval, Yoav Nissan-Cohen committed to participate in the Placement for $25,000 (714,286 Shares).

Why is the Company seeking Shareholder approval?

Subject to a number of exceptions, ASX Listing Rule 10.11 limits a company’s ability to issue securities to a related party of the company without shareholder approval.

Yoav Nissan-Cohen is a director of the Company and are therefore considered to be a related parties of the Company for the purposes of the ASX Listing Rules.

Accordingly, Resolutions 16 seeks Shareholder approval pursuant to Listing Rule 10.11 to enable Yoav Nissan-Cohen to participate in the Placement.

Working with partners testing, evaluating and optimising Weebit Nano SiOx ReRAM memory chips to achieve robust technology parameters;
Working with Leti to scale down the technology from the current 1Mb 40nm arrays (the form of existing memory chips being used by customers in phones, PCs or storage devices) to 28nm which will allow Weebit to offer a more competitive solution to the embedded memory market ; and
Initiating work with production fabs, and planning the move to a production facility.

Additional information required for ASX Listing Rules

The following information is provided in connection with the approval sought under Resolution 17:

The shares will be issued no later than 1 month after the date of this Meeting.
The maximum number of shares to be issued to Yoav Nissan-Cohen is set out above.
The shares will be issued at 3.5 cents per share. The shares will rank equally in all respects from the issue date with the existing ordinary shares on issue.

Directors’ recommendation

The Directors (excluding Dr Nissan-Cohen) unanimously recommend that Shareholders vote in favour of Resolution 17. The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 17.

Resolution 18: Re-approval of Employee Incentive Option Plan

Resolution 18 seeks Shareholder approval to re-approve the Employee Incentive Option Plan ( Plan ) in order to provide ongoing incentives to employees of the Company. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

An exception to ASX Listing Rule 7.1 is set out in ASX Listing Rule 7.2 (Exception 9) which provides that issues under an employee incentive plan are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the plan as an exception to ASX Listing Rule 7.1.

The Employee Incentive Option Plan was last approved at the Company’s annual general meeting held on 18 May 2016. The objective of the Employee Incentive Option Plan remains to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of employees in achieving specified performance milestones

within a specified performance period. The Board will continue to ensure that the performance milestones attached to the securities issued pursuant to the Employee Incentive Option Plan are aligned with the successful growth of the Company’s business activities.

If Resolution 18 is passed, the Company will be able to continue to issue Plan Options under the Plan without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period. A summary of the terms of the Plan is provided in Schedule 1 to this Explanatory Memorandum. A copy of the Employee Incentive Option Plan will be made available free of charge to any Shareholder on request. Shareholders should note that no Plan Options have previously been issued under this Plan and the objective of the Plan is to attract, motivate and retain key employees. It is considered by the Directors that the adoption of the Plan and the future issue of Plan Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company. Any future issues of Shares under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

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 2018.

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

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

Board means the board of Directors of the Company.

Chairman means the Chairman of the Meeting.

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

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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 28 November 2018.

Notice means this Notice of Annual General Meeting

Option means and unlisted option to purchase Share(s) in the Company with an exercise price equals to the volume weighted average market price calculated during the three days preceding the commencement date of appointment as a director of the Company under Resolutions 7 – 10 of this document.

Performance Right means a right to acquire a Share granted under Resolution 7 - 9 of this document.

Placement means the issue of the Placement Shares to investors in October 2018 at a price of $0.035 per share raising $2,850,000.00 (the remaining $150,000 of the $3,000,000 will be issued to certain directors at the same price subject to Resolution 13).

Plan Rules means the terms of the Weebit Nano Ltd Incentive Option Plan approved by Shareholders on 18 May 2016.

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 2018.

Shareholder means a holder of a Share.

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

SCHEDULE 1 – SUMMARY OF EMPLOYEE INCENTIVE OPTION PLAN

The material terms and conditions of the Employee Incentive Option Plan are as follows:

(a) Eligibility and Grant of Plan Options : The Board may grant Plan Options to any full or part time employee or Director of the Company or an associated body corporate or subject to, and in accordance with, any necessary ASIC relief being obtained, a casual employee or contractor of the Company or any or an associated body corporate ( Eligible Participant ). Plan Options may be granted by the Board at any time.
(b) Consideration : Each Plan Option issued under the Plan will be issued for nil cash consideration.
(c) Conversion : Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.
(d) Exercise Price and Expiry Date : The exercise price and expiry date for Plan Options granted under the Plan will be determined by the Board prior to the grant of the Plan Options.
(e) Exercise Restrictions : The Plan Options granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Options ( Exercise Conditions ). Any restrictions imposed by the Directors must be set out in the offer for the Plan Options.
(f) Renounceability : Eligible Participants may renounce their offer in favour of a nominee (the Eligible Participants and their nominees are each Participants).
(g) Lapsing of Plan Options : Subject to the terms of the offer made to a Participant, an unexercised Plan Option will lapse:
(i) on the Eligible Participant ceasing employment with the Company and:
- (A) any Exercise Conditions have not been met by the date the Relevant Person ceases to be an Eligible Participant ( Ceasing Date ); or
- (B) where any Exercise Conditions have been met by the Ceasing Date or the Plan Option is not subject to any Exercise Conditions, the Participant does not exercise the Plan Option within a period of six (6) months after the Ceasing Date (or a further date as determined by the Board after the Ceasing Date);
(ii) if any Exercise Condition is unable to be met; or
(iii) the expiry date has passed.
(h) Share Restriction Period : Shares issued on the exercise of Plan Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a restriction period has expired, as specified in the offer for the Plan Options.
(i) Disposal of Options : Plan Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.
(j) Trigger Events : The Company may permit Plan Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.
(k) Participation : There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options.
(l) Change in exercise price : A Plan Option will not confer a right to a change in exercise price or a change in the number of underlying Shares over which the Plan Option can be exercised.
(m) Reorganisation : If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(n) Limitations on Offers : The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of Plan Options offered under an offer when aggregated with:
(i) the number of Shares that would be issued if each outstanding offer for Shares, units of Shares or options to acquire Shares under the Plan or any other employee share scheme

of the Company were to be exercised or accepted; and

(ii) the number of Shares issued during the previous 5 years from the exercise of Plan Options issued under the Plan (or any other employee share plan of the Company extended only to Eligible Participants),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can ASIC Class Order 03/184).

WEEBIT NANO LTD

REGISTERED OFFICE:

LEVEL 7 330 COLLINS STREET MELBOURNE VIC 3000

ACN: 146 455 576

SHARE REGISTRY:

«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: [email protected] 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

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 Wednesday 28 November 2018 at Level 50, Bourke Place, 600 Bourke Street, Melbourne VIC 3000 and at any adjournment of that meeting.

Important for items 6 to 10 (inclusive) and items 14 to 17 (inclusive): If the Chairperson of the Meetings is your proxy and you do not direct your proxy to vote “For”, “Against” or to “Abstain” on items 6 to 10 (inclusive) and item 14 to 17 (inclusive), you expressly authorise the Chairperson of the meeting to exercise the proxy in respect of items 6 to 10 (inclusive) and item 14 to 17 (inclusive) (as applicable) even if that item is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company. The Chairperson will vote undirected proxies in favour of items 6 to 10 (inclusive) and item 14 to 17 (inclusive).

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 For Against Abstain* For

For Against Abstain*
10.[Approval of Options to Non-executive Director of the ] Company, Mr David Perlmutter Subsequent approval of issue of ordinary shares pursuant to
1. Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%) Subsequent approval of issue of ordinary shares pursuant to
1. Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

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Adoption of the Remuneration Report
Re-election of Dr Yoav Nissan-Cohen as a Director
Re-election of Mr Fred Bart as a Director

13.[Subsequent approval of issue of unlisted options pursuant to ] Listing Rule 7.4 – issue of unlisted options to Everblu Capital (refresh 15%)

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Re-election of David Perlmutter as a Director
Approval of Additional 10% Placement Capacity
Approval to issue Placement Shares to David Perlmutter

6.[Approval of issue of Shares to Non-executive Director of ] the Company, Ashley Krongold

15.[Approval to issue Placement Shares to Fred Bart ]

7.[Approval of Performance Rights and Options to Executive ] Director of the Company, Dr Yoav Nissan-Cohen

Approval to issue Placement Shares to Jacob Hanoch

8.[Approval of Performance Rights and Options to Executive ] Director of the Company, Mr Fred Bart

Approval to issue Placement Shares to Yoav Nissan-Cohen

9.[Approval of Performance Rights and Options to Executive ] Director of the Company, Mr Jacob Hanoch

Re-approval of Employee Incentive Option Plan

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.

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 Monday 26 November 2018.

WBTPX1281118

WBT WBTPX1281118

My/Our contact details in case of enquiries are:

Name:

Number:

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( )
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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 [email protected]

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.

AI assistant

WEEBIT NANO LTD — AGM Information 2018

66042_rns_2018-10-28_bd7f32e0-790e-403d-aa1b-d6adb96e864c.pdf

Weebit Nano Ltd (ACN 146 455 576)

Notice of Annual General Meeting

Business

Financial statements and reports

Resolution 1: Adoption of the Remuneration Report

Notes:

Resolution 2: Re-election of Dr Yoav Nissan-Cohen as a Director

Resolution 4: Re-election of David Perlmutter as a Director

Resolution 5: Approval of Additional 10% Placement Capacity

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

Resolution 7: Approval of Performance Rights and Options to Executive Director of the Company, Dr Yoav Nissan-Cohen

Resolution 8: Approval of Performance Rights and Options to Non-executive Director of the Company, Mr Fred Bart

Resolution 9: Approval of Performance Rights and Options to Executive Director of the Company, Mr Jacob Hanoch

Resolution 10: Approval of Options to Non-executive Director of the Company, Mr David Perlmutter

Resolution 11: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

Resolution 12: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in October 2018 (refresh 15%)

Resolution 13: Subsequent approval of issue of unlisted options pursuant to Listing Rule 7.4 – issue of unlisted options to Everblu Capital (refresh 15%)

Resolution 14: Approval to issue Placement Shares to David Perlmutter

Resolution 15: Approval to issue Placement Shares to Fred Bart

Resolution 16: Approval to issue Placement Shares to Jacob Hanoch

Resolution 17: Approval to issue Placement Shares to Yoav Nissan-Cohen

Resolution 18: Re-approval of Employee Incentive Option Plan

Other business

Other information

Entitlement to vote

Voting by proxy

Default to the Chairman of the meeting

Corporate Representative

Questions and Comments by Shareholders at the Meeting

Please send written questions to:

by no later than 5.00pm on 21 November 2018.

Introduction

Financial statements and reports

Resolution 1: Adoption of the Remuneration Report

Voting Exclusion

Resolution 2: Re-election of Yoav Nissan-Cohen as a Director

Dr Yoav Nissan-Cohen (Executive Director) Appointed 15 February 2018

Resolution 3: Re-election of Fred Bart as a Director

Mr Fred Bart (Non-executive Director) Appointed 6 March 2018

Resolution 4: Re-election of David Perlmutter as a Director

Mr David Perlmutter (Chairman) Appointed 1 August 2016

Resolution 5: Approval of Additional 10% Placement Capacity

Listing Rule 7.1A

Technical information required by Listing Rule 7.1A

Notes:

The fair market value of these options is $0.0505 per option

The fair market value of these options is $0.0373 per option ###The details of the Performance Rights can be found in the Company’s Prospectus dated 3 May 2016, these performance rights were valued at $865,228 ####The fair market value of the 9,000,000 options is $231,700

Voting Exclusion

Resolution 6 - Approval of issue of Shares to Non-executive Director of the Company, Ashley Krongold

Background

Why Shareholder approval is being sought

Information required by Listing Rule 10.13

Voting Exclusion

Resolution 7 - Approval of issue of Performance Rights and Options to Executive Director of the Company, Dr Yoav Nissan-Cohen

Background

Why Shareholder approval is being sought

Grant of Performance Rights (under Director Engagement)

Grant of Options (under Director Engagement)

Vesting and exercise period

Grant of Performance Rights (under Consulting Engagement)

Grant of Options (under Consulting Engagement)

Vesting and exercise period

Cessation of Directorship

Cessation of Consulting Agreement

Reorganisation

Voting Rights / Dividends

New Issues

Date on which the Performance Rights and Options will be granted

Information required by Listing Rule 10.13

Voting Exclusion

Directors’ Recommendation

Resolution 8 - Approval of issue of Performance Rights and Options to Non-executive Director of the Company, Mr Fred Bart

Background

Why Shareholder approval is being sought

Grant of Performance Rights

Grant of Options (under Director Engagement)

Vesting and exercise period

WEEBIT NANO LTD AGM Information 2018