WEEBIT NANO LTD — AGM Information 2020

Jun 21, 2020

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Weebit Nano Ltd (ACN 146 455 576)

Notice of General Meeting

This is an important document. Please read it carefully.

IMPORTANT NOTICE: Due to the current COVID-19 related restrictions on public gatherings, this Weebit Nano Ltd Meeting will be held online only.

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

Date: Thursday, 23 July 2020 Time: 4:00pm (AEST) Venue: Zoom webcast at https://us02web.zoom.us/j/85919840504

In light of these unprecedented times and the COVID-19 pandemic, this Meeting will be conducted differently, with the health and safety of our Shareholders and employees being of paramount importance. Shareholders will not be permitted to physically attend the Meeting due to the COVID-19 pandemic. Shareholders are to vote on the resolutions to be considered at the Meeting by either lodging their proxy online at www.investorvote.com.au in advance of the Meeting or voting online during the Meeting.

How to participate in the Meeting online

Shareholders can participate in the Meeting by Zoom webcast and by listening to, and asking, questions during the meeting which relate to the business of the Meeting and may lodge questions prior to the Meeting by emailing those questions to info@mertons.com.au using the subject header “WBT EGM 2020 Question” by 5.00pm (AEST) on 16 July 2020.

How to submit your vote in advance of the Meeting

Proxy votes must be received by 4:00pm (AEST) on Tuesday, 21 July 2020 to be valid for the Meeting.

Instructions on how to appoint a proxy are on the online voting website, www.investorvote.com.au. Your proxy may be appointed in a variety of ways described on page 5 of the notice of Meeting under ‘Voting by proxy’.

Please visit www.investorcentre.com/au to register your e-mail address in order to receive all shareholder information electronically.

Given the current environment, we strongly encourage that all Shareholders plan to vote by proxy and participate in the Meeting by Zoom webcast.

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Business

Resolution 1: Subsequent approval of issue of securities pursuant to Listing Rule 7.4 – issue of Tranche 1 Placement Shares and Options (refresh 15%)

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

“ That the issue of:

• 7,876,215 Shares in the Company at $0.28 per share under the Tranche 1 of the Placement (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice); and

• 7,876,215 free attaching Options exercisable at $0.45 per option under Tranche 1 of the Placement (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice),

is 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 1 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 1:

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

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

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 1.

Resolution 2: Subsequent approval of issue of securities pursuant to Listing Rule 7.4 – issue of Tranche 1 Broker and Adviser Options (refresh 15%)

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

“ That the issue of 2,205,340 Options exercisable at $0.45 per option to the Placement Brokers (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice) is 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 2 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 2:

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

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

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• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 2.

Resolution 3: Approval of the issue of Tranche 2 Securities under the Placement and Share Purchase Plan

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

“ That the issue of:

• 15,570,214 Shares in the Company at $0.28 per share under the Tranche 2 of the Placement (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice);

• 15,570,214 Options exercisable at $0.45 per option under Tranche 2 of the Placement (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice);

• 9,144,660 Options exercisable at $0.45 per option to the Placement Brokers and Advisers (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice); and

• up to 1,785,714 Shares in the Company under the Share Purchase Plan (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice); and

• up to 1,785,714 Options exercisable at $0.45 per option under the Share Purchase Plan (the terms and conditions of which are described in the Explanatory Memorandum accompanying this Notice) ,

is approved for all purposes, including for ASX Listing Rule 7.1 .”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution 3 by a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), and any Associates of those persons.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 3:

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

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

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 3.

Resolution 4: Approval to issue Placement securities 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 357,143 Shares in the Company at $0.28 per share and 357,143

4 Options exercisable at $0.45 per option 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 4	Voting Exclusion Statement:The Company will disregard any votes cast in favour of this resolution 4
by:
(a)	David Perlmutter (or his nominees); and
(b)	any Associates of those persons.
However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution
4:
(a)	in accordance with the directions on the Proxy Form; or
(b)	by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as
	the proxy decides; or
(c)	by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
	(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded
	from voting, and is not an associate of a person excluded from voting, and
	(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the
	holder to vote in that way.
The	Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 4.

Resolution 5: Approval to issue Placement securities 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 178,571 Shares in the Company at $0.28 per share and 178,571 Options exercisable at $0.45 per option 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 5	Voting Exclusion Statement:The Company will disregard any votes cast in favour of this Resolution 5
by:
(a)	Jacob Hanoch (or his nominees); and
(b)	any Associates of those persons.
However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution
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(a)	in accordance with the directions on the Proxy Form; or
(b)	by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as
	the proxy decides; or
(c)	by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
	(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded
	from voting, and is not an associate of a person excluded from voting; and
	(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the
	holder to vote in that way.
The	Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 5.

Resolution 6: Approval to issue Placement securities 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 89,286 Shares in the Company at $0.28 per share and 89,286 Options exercisable at $0.45 per option to Fred Bart in accordance with the terms summarised in the Explanatory Memorandum.”

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Voting Exclusion Statement:The Company will disregard any votes cast in favour of this Resolution 6
by:
(a)	Fred Bart (or his nominees); and
(b)	any Associates of those persons.
However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution
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(a)	in accordance with the directions on the Proxy Form; or
(b)	by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as
	the proxy decides; or
(c)	by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
	(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded
	from voting, and is not an associate of a person excluded from voting; and
	(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the
	holder to vote in that way.
The	Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 6.

Resolution 7: Approval to issue Placement securities 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 53,571 Shares in the Company at $0.28 per share and 53,571 Options exercisable at $0.45 per option 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 7	Voting Exclusion Statement:The Company will disregard any votes cast in favour of this Resolution 7
by:
(a)	Yoav Nissan-Cohen (or his nominees); and
(b)	any Associates of those persons.
However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution
7:
(a)	in accordance with the directions on the Proxy Form; or
(b)	by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as
	the proxy decides; or
(c)	by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:
	(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded
	from voting, and is not an associate of a person excluded from voting; and
	(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the
	holder to vote in that way.
The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 7.

Resolution 8: Approval to issue Placement securities to Atiq Raza

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 89,286 Shares in the Company at $0.28 per share and 89,286 Options exercisable at $0.45 per option to Atiq Raza in accordance with the terms summarised in the Explanatory Memorandum.”

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Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 8 by: (a) Atiq Raza (or his nominees); and (b) any Associates of those persons.

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 8:

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

8: (a) (b)	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; or
(c)	by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a
	beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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

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 21 July 2020. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting in person

Ordinarily, Shareholders would be able to participate in general meetings of the Company by attending and voting in person at the meeting venue. However, due to the current exceptional circumstances and the uncertainty it provides, and with the health, wellbeing of the Shareholders, employees and the broader community in mind. Shareholders will NOT be permitted to physically attend the Meeting due to the COVID-19 pandemic.

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. Appointed proxies will need to follow the below steps to vote online:

Step 1 : Email wbt2020egmmailing@computershare.com.au and include your registered holding name

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and address. You will receive an email on Wednesday 22 July 2020 from wbt2020egmmailing@computershare.com.au with your personalised PDF voting card attached.

Step 2 : Return your completed voting card to wbt2020egmmailing@computershare.com.au no later than 1 hour after the close of the meeting.

If you do not specify a proxy in your completed proxy vote or if the person you appoint as proxy does not participate in the Meeting, the Chairman of the Meeting will be taken to be your proxy by default. In accordance with the Corporations Act 2001, any directed proxies that are not voted as directed on a poll at the Meeting will automatically default to the Chairman of the Meeting, who is required to vote proxies as directed.

Online

Shareholders may also vote at this Meeting by completing and lodging their Proxy Form online at http://www.investorvote.com.au (by following the instructions set out on the website). Shareholders who elected to receive their notice of meeting and Proxy Form electronically or have provided the Company with their email address will have received an e-mail with a link to the Computershare site. You will need a specific six-digit Control Number to vote online. This number is located on the front of your letter. In order to take effect, the electronic proxy appointment (and the power of attorney or other authority under which it is signed, if any) must be received by Computershare, no later than 4pm (AEST) on 21 July 2020. You can arrange to receive shareholder information electronically by contacting Computershare on 1800 676 061 (within Australia) or +61 3 9415 4033 (outside Australia) or at www.computershare.com.au (Investor Centre).

Custodian voting

For intermediary online subscribers only ( Custodians ) please submit your voting intentions at www.intermediaryonline.com.

In light of the COVID-19 pandemic, we encourage all Shareholders to vote by proxy in advance of the Meeting.

Poll voting only

Under the Corporations (Coronavirus Economic Response) Determination (No.1) 2020, all votes will be taken on a poll via proxy or online voting.

Due to the virtual nature of the event, Computershare will be facilitating voting during the meeting by email. If you wish to cast your vote during the meeting, please follow the steps below to register your interest as soon as possible.

Step 1: Email wbt2020egmmailing@computershare.com.au and include your registered holding name and address. You will receive an email on Wednesday 22 July 2020 from wbt2020egmmailing@computershare.com.au with your personalised PDF voting card attached.

Step 2: Return your completed voting card to wbt2020egmmailing@computershare.com.au by no later than 1 hour after the close of the meeting.

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. A form of the certificate may be obtained from the share registry or online at www.investorcentre.com/au. 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 of the Company at the Meeting.

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Should you have any questions of the Company or its auditor, please send these in advance of the Meeting by email to info@mertons.com.au using the subject header “EGM 2020 Question” by 5:00pm on 16 July 2020.

Technical difficulties

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chairman will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy by 4:00pm (AEST) on 21 July 2020.

By order of the Board

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Mark Licciardo Company Secretary Dated 22 June 2020

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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 at the Meeting to be held commencing at 4:00pm (AEST) on Thursday, 23 July 2020 via Zoom webcast at https://us02web.zoom.us/j/85919840504.

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

Introduction

There are 2 categories of resolutions in this notice of Meeting, which are:

• refresh of Placement Capacity; and

• approve the issue of Shares and Options in connection with the Placement and Share Purchase Plan.

On 15 June 2020 the Company announced a placement of 23,446,429 Shares at a price of $0.28 per Share ( Placement Shares ), with one free attaching Option for every Share exercisable at $0.45 per Option expiring at 5:00 pm (AEST) on 23 January 2022 ( Placement Options ).

The Placement was offered by the Company through CPS Capital Group Pty Ltd as the lead manager and issued to certain institutional and sophisticated investors. Except for the person the subject of Resolutions 4, 5, 6, 7 and 8, none of these subscribers are related parties of the Company.

In general terms, Listing Rule 7.1 provides that a company must not issue or agree to issue equity securities that total more than 15% of its fully paid ordinary shares in a 12-month period without the approval of its Shareholders ( Placement Capacity ), subject to certain exceptions.

Further, under Listing Rule 7.1A, a company may obtain approval from its shareholders (in an annual general meeting) to issue equity securities up to an additional 10% of its fully paid ordinary shares in a 12-month period without the further approval of its Shareholders ( Additional Placement Capacity ). The Company obtained such approval at its 2019 Annual General Meeting held on 26 September 2019.

Due to the size of the Placement, it has been separated into two tranches:

• an initial tranche of 7,876,215 Placement Shares, 7,876,215 Placement Options, and 2,205,340 Options to the Placement Brokers ( Broker and Adviser Options ) which will be issued on 19 June 2020 and on 24 July 2020 ( Tranche 1 ), utilising the full amount of the Company's Placement Capacity and Additional Placement Capacity; and

• a second tranche of 15,570,214 Placement Shares, 15,570,214 Placement Options, 9,144,660 Broker and Adviser Options to the Placement Brokers and Corporate Adviser, which approval is sought to issue under Resolution 3 ( Tranche 2 ) and Resolutions 4, 5, 6, 7 and 8.

Following the issue of the Tranche 1 Securities, the Company will be undertaking a share purchase plan targeting to raise $500,000, which provides eligible Shareholders with the opportunity to subscribe for up to $30,000 of Shares at $0.28 per share and Options exercisable at $0.45 each expiring at 5:00 pm (AEST) on 23 January 2022, on the basis of one (1) free-attaching Option for every SPP Share subscribed for. The Company is unable to rely on ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 to issue the SPP Shares and SPP Options because the SPP Options are a new class of securities not quoted on the ASX. This means that the SPP Shares and SPP Options will not be permitted under Listing Rule 7.1 and 7.1A without the approval which is sought under Resolution 3.

The Company is seeking a number of approvals at this extraordinary general meeting in relation to the Placement and the SPP.

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Resolution 1 and 2: Subsequent approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares in August 2019 (refresh 15%)

Background

On 15 June 2020, the Company announced the Placement under which 23,446,429 Placement Shares, 23,446,429 Placement Options will be issued at a price of $0.28 per share raising $6,600,000 ($215,000 of the $6,600,000 will be issued to certain directors at the same price subject to Resolutions 4, 5, 6, 7 and 8). Tranche 1 of 7,876,215 Placement Shares were issued on 19 June 2020 following a capital raise led by CPS Capital Group Pty Ltd, the lead manager to the Placement. All Placement Options and Broker Options (Tranche 1 and 2) will be issued at the same time as the SPP Options to help satisfy the ASX spread requirements for listing. The Placement Shares rank equally with existing ordinary shares on issue.

Information regarding the Placement was lodged with the ASX on 15 June 2020.

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 2019 Annual General Meeting held on 26 September 2019, 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 15 June 2020, the proceeds raised will be used to:

• complete the Company’s memory module development for the embedded memory market;

• transfer the technology to a production facility;

• continue “selector” development work at Leti for the standalone memory market;

• sales and marketing activities; and

• general working capital and the costs of the offer.

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:

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The number of securities issued	7,876,215 Placement Shares 7,876,215 Placement Options 2,205,340 Broker and Adviser Options
The price at which the securities were issued	(a) Placement Shares: $0.28 per share (b) Placement Options: Nil (c) Broker and Advisor Options: $0.0001 per option
The terms of the securities	(a) Placement Shares Fully paid ordinary shares in the capital of the Company which ranked, from the date of their issue, equally with all existing issued Shares. (b) Placement Options The terms set out in Annexure A. (c) Broker and Advisor Options The terms set out in Annexure A.
The names of the persons to whom the securities were issued	Certain sophisticated investors nominated by CPS Capital Group Pty Ltd, who acted as lead manager for the Placement.
The intended use of the funds raised	The proceeds raised will be used to: (a) complete the Company’s memory module development for the embedded memory market; (b) transfer the technology to a production facility; (c) continue “selector” development work at Leti for the standalone memory market; (d) sales and marketing activities; and (e) general working capital and the costs of the offer.

Voting Exclusion

A voting exclusion statement is included under Resolution 1 and Resolution 2 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 and Resolution 2. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1 and Resolution 2.

Resolution 3: Approval of the issue of Tranche 2 Securities under the June 2020 Placement and SPP

Background

On 15 June 2020 the Company announced a two-tranche Placement of $6,600,000 to fund completion of memory module work, transfer of technology to production fab, and continued development of standalone memory technology.

The total Placement Shares, Placement Options, Broker and Adviser Options, SPP Shares and SPP Options under Tranche 1 and Tranche 2 exceed the aggregate of the Placement Capacity and the Additional Placement Capacity.

Accordingly, the Company is seeking Shareholder approval in accordance with Listing Rule 7.1 for the purpose of approving the issue of equity securities for Tranche 2 of the Placement and to allow the Company to complete the fund raising under the Placement and the SPP. Shareholders should note that 767,857 Placement Shares and 767,857 Placement Options to be issued to directors of the Company are subject to the approval of Resolutions 4, 5, 6, 7 and 8 (as described below) and do not form part of Tranche 2 for the purposes of approval under this Resolution 3.

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Why is the Company seeking Shareholder approval?

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

The issue of the Tranche 2 Securities will not be made within this 15% placement capacity pursuant to ASX Listing Rule 7.1. Accordingly, the Company is now seeking Shareholder approval for the issue of the Placement Shares, Placement Options and Broker and Adviser Options under Tranche 2 of the Placement and the SPP Shares and SPP Options under the SPP.

Information required by Listing Rule 7.3

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

The number of securities issued	(a) 15,570,214 Placement Shares (b) 15,570,214 Placement Options (c) 9,144,660 Broker and Advisor Options (d) up to 1,785,714 SPP Shares (e) up to 1,785,714 SPP Options
The price at which the securities were issued	(a) Placement Shares: $0.28 per share (b) Placement Options: Nil (c) Broker and Advisor Options: $0.0001 per option (d) SPP Shares: $0.28 per share (e) SPP Options: Nil
The terms of the securities	(a) Placement Shares and SPP Shares Fully paid ordinary shares in the capital of the Company which ranked, from the date of their issue, equally with all existing issued Shares. (b) Placement Options, Broker and Advisor Options and SPP Options The terms set out in Annexure A.
The names of the persons to whom the securities were issued	(a) Placement Shares and Placement Options Certain sophisticated investors nominated by CPS Capital Group Pty Ltd, who acted as lead manager for the Placement. (b) Broker and Advisor Options • 7,144,660 Broker and Adviser Options to CPS Capital Group Pty Ltd and other brokers nominated by CPS Capital Group Pty Ltd. • 2,000,000 Broker and Adviser Options to Market Eye Pty Ltd, the corporate adviser of the Company. (c) SPP Shares and SPP Options Eligible Shareholders participated in the SPP.
The intended use of the funds raised	The proceeds raised will be used to: (a) complete the Company’s memory module development for the embedded memory market; (b) transfer the technology to a production facility; (c) continue “selector” development work at Leti for the standalone memory market; (d) sales and marketing activities; and (e) general working capital and the costs of the offer.

Voting Exclusion

A voting exclusion statement is included under Resolution 3 in this notice of Meeting.

Directors’ Recommendation

The Directors 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.

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Resolutions 4, 5, 6, 7 and 8 – Approval to issue placement shares to Directors

Background

On 15 June 2020, the Company announced it had successfully raised $6,600,000 via a share placement to institutional, sophisticated and professional investors. The issue price under the Placement was $0.28 per Share. Subject to shareholder approval, 5 of the directors of the Company have committed to participate in the Placement, as set out in the table below.

Name	Position	Placement Commitment - No. of Shares and Options	Placement Commitment ($)
David Perlmutter	Chairman	357,143	100,000
Fred Bart	Non-Executive Director	89,286	25,000
Jacob Hanoch	CEO and Managing Director	178,571	50,000
Yoav Nissan-Cohen	Executive Director	53,571	15,000
Atiq Raza	Non-Executive Director	89,286	25,000
Total		767,857	A$215,000

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 is therefore considered to be a related party of the Company for the purposes of the ASX Listing Rules.

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

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

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

Atiq Raza is a director of the Company and is therefore considered to be a related party of the Company for the purposes of the ASX Listing Rules.

Accordingly, Resolutions 4, 5, 6, 7 and 8 seek Shareholder approval pursuant to Listing Rule 10.11 to enable the above directors to participate in the Placement.

If Resolutions 4, 5, 6, 7 and 8 are 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 securities to:

• complete the Company’s memory module development for the embedded memory market;

• transfer the technology to a production facility;

• continue “selector” development work at Leti for the standalone memory market;

• sales and marketing activities; and

• general working capital and the costs of the offer.

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Additional information required for ASX Listing Rules

The following information is provided in connection with the approval sought under Resolutions 4 to 8:

• 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 each participating director is set out in the table above.

• The Shares will be issued at $0.28 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 the participating directors) recommend that Shareholders vote in favour of Resolutions 4, 5, 6, 7 and 8. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 4, 5, 6, 7 and 8.

15

Glossary

In this Explanatory Memorandum, and the notice of Meeting:

$ means Australian dollars unless otherwise stated.

AEST means Australian Eastern Standard Time.

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 it as the context requires.

Board means the board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

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

Corporate Adviser means Market Eye Pty Ltd.

Corporations Act means 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 general meeting of the Company the subject of this notice of Meeting scheduled to occur on 23 July 2020.

Notice means this Notice of General Meeting

Option means an option to purchase Share(s) in the Company.

Optionholder means a holder of an Option.

Placement means commitments from sophisticated and professional investors to place 23,446,429 Shares at an issue price of $0.28 per share with one free-attaching Option for each Share subscribed for and issued.

Placement Brokers means the CPS Capital Group Pty Ltd and other brokers for the Placement offer nominated by the CPS Capital Group Pty Ltd.

Proxy Form means the proxy form accompanying the Notice.

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

Shareholder means a registered holder of a Share.

SPP or Share Purchase Plan means the proposed issue of 1,785,714 Shares to eligible Shareholders under the Share Purchase Plan at a price of $0.28 per share.

SPP Application means an application made to subscribe for SPP Shares and SPP Options offered under the SPP.

SPP Options means the Options issued by the Company under the SPP.

16

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

Tranche 1 Securities means 7,876,215 Placement Shares, 7,876,215 Placement Options and 2,205,340 Broker and Adviser Options.

Tranche 2 Securities means 15,570,214 Placement Shares, 15,570,214 Placement Options, 9,144,660 Broker and Adviser Options, 1,785,714 SPP Shares and 1,785,714 SPP Options.

1

Annexure A – Option Terms

The Placement Options, Broker and Adviser Options and SPP Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.45 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEST) on the day occurring 18 months from the date of issue of the Options, expected to be 24 July 2020, namely 23 January 2022 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

(ii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

2

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by the ASX or under applicable Australian securities laws.

(m) Quotation

The Company will apply for quotation of the Options on the official list of the ASX.

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

WBT

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 4:00 pm (AEST) Tuesday, 21 July 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

ATTENDING THE MEETING

Shareholders will not be permitted to physically attend the meeting due to the COVID-19 pandemic.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Weebit Nano Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Weebit Nano Ltd to be held as a Zoom meeting on Thursday, 23 July 2020 at 4:00 pm and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1 Subsequent approval of issue of securities pursuant to Listing Rule 7.4 – issue of Tranche 1 Placement Share and Options (refresh 15%)
Resolution 2 Subsequent approval of issue of securities pursuant to Listing Rule 7.4 - issue of Tranche 1 Broker and Adviser Options (refresh 15%)
Resolution 3 Approval of the issue of Tranche 2 Securities under the Placement and Share Purchase Plan
Resolution 4 Approval to issue Placement Securities to David Perlmutter
Resolution 5 Approval to issue Placement Securities to Jacob Hanoch
Resolution 6 Approval to issue Placement Securities to Fred Bart
Resolution 7 Approval to issue Placement Securities to Yoav Nissan-Cohen
Resolution 8 Approval to issue Placement Securities to Atiq Raza

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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