WEEBIT NANO LTD — AGM Information 2022

Oct 13, 2022

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Notice of 2022 Annual General Meeting

14 October 2022

Weebit Nano Limited ( ASX:WBT) , a leading developer of next-generation memory technologies for the global semiconductor industry, attaches the following documents relating to the 2022 Annual General Meeting of Weebit Nano Limited to be held at 10:00am (AEDT) on Wednesday, 16 November 2022:

• Notice of Annual General Meeting

• Notice and Access Letter

• Proxy Form

This announcement has been authorised for release by the Board of Weebit Nano Limited.

For further information please contact:

Investors

Eric Kuret, Automic Group P: +61 417 311 335 E: eric.kuret@automicgroup.com.au

About Weebit Nano Limited

Weebit Nano Ltd. is a leading developer of next-generation semiconductor memory technology. The company’s ground-breaking Resistive RAM (ReRAM) addresses the growing need for significantly higher performance and lower power memory solutions in a range of new electronic products such as Internet of Things (IoT) devices, smartphones, robotics, autonomous vehicles, 5G communications and artificial intelligence.

Weebit’s ReRAM allows semiconductor memory elements to be significantly faster, less expensive, more reliable and more energy efficient than those using existing Flash memory solutions. Because it is based on fab-friendly materials, the technology can be quickly and easily integrated with existing flows and processes, without the need for special equipment or large investments.

See www.weebit-nano.com and follow us on https://twitter.com/WeebitNano.

Weebit Nano and the Weebit Nano logo are trademarks or registered trademarks of Weebit Nano Ltd. in the United States and other countries. Other company, product, and service names may be trademarks or service marks of others.

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Contact

330 Collins Street, Melbourne VIC 3000, Australia Office: +61-3-8689-9997 info@weebit-nano.com www.weebit-nano.com

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Weebit Nano Limited

(ACN 146 455 576)

Notice of Annual General Meeting

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

Date:

Wednesday, 16 November 2022

Time:

10.00am (AEDT)

Place of Meeting:

If you are a Shareholder and you wish to attend in person, the AGM will be held at King & Wood Mallesons, Level 61, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000. If you are a Shareholder and you wish to attend virtually, you can access the Meeting online at https://meetnow.global/MRASG6L.

Shareholders attending the online meeting will be able to ask questions and vote at the live meeting.

If you are attending in-person, please bring your Proxy Form with you to assist registration.

Business

Financial Statements and Reports

To receive and consider the Company’s Annual Report, including the Directors’ Report and Auditor’s Report for the year ended 30 June 2022.

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 2022.”

Note:

• 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 (in any capacity) on Resolution 1 by or on behalf of a KMP Member named in the Remuneration Report for the year ended 30 June 2022, or that KMP Member’s closely related party, regardless of the capacity in which the vote is cast; or as a proxy by a KMP Member as at the date of the Meeting, or that KMP Member’s closely related party, unless the vote is cast as proxy for a person entitled to vote on this Resolution:

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

• (b) by the Chairman as proxy for a person entitled to vote in accordance with a direction on the Proxy Form, that the appointment expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a KMP Member.

What this means for Shareholders: If you intend to appoint a KMP Member (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on Resolution 1. If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on Resolution 1 on the Proxy Form, you will be expressly authorising the Chairman of the Meeting to exercise the proxy even if the resolution is connected, directly or indirectly, with the remuneration of the KMP Members which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

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

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

“That Mr Yoav Nissan-Cohen, 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 of the Company.”

Resolution 3: Re-election of Mr Atiq Raza as a Director

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

“That Mr Atiq Raza, 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 of the Company.”

Resolution 4: Approval of Issue of Performance rights 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 480,000 Performance Rights 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 4 by Mr Jacob Hanoch (or his nominee/s) and any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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 undirected proxies in favour of this Resolution 4.

Resolution 5: Approval of Issue of Performance Rights 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 400,000 Performance Rights to Mr David 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 5 by Mr David Perlmutter (or his nominee/s) and any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 5:

• (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 undirected proxies in favour of this Resolution 5.

Resolution 6: Approval of Issue of Performance Rights 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 80,000 Performance Rights 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 6 by Dr Yoav Nissan-Cohen (or his nominee/s) and any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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

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

• (b) by the person chairing the Meeting, in accordance with a direction on the Proxy Form to vote as the proxy decides; 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 undirected proxies in favour of this Resolution 6.

Resolution 7: Approval of Issue of Performance Rights to Non-executive Director of the Company, Mr 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 60,000 Performance Rights to Mr Ashley Krongold, 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 Mr Ashley Krongold (or his nominee/s) and any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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 undirected proxies in favour of this Resolution 7.

Resolution 8: Approval of Issue of Performance Rights 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 60,000 Performance Rights 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 Fred Bart (or his nominee/s) and any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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

• (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 undirected proxies in favour of this Resolution 8.

Resolution 9: Approval of Issue of Performance Rights to Non-executive Director of the Company, Mr S. Atiq Raza

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 60,000 Performance Rights to Mr S. Atiq Raza, 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 S. Atiq Raza (or his nominee/s) and any of his associates and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on Resolution 9:

• (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 undirected proxies in favour of this Resolution 9.

Resolution 10: Amendments to the Constitution

To consider and, if thought fit, pass the following resolution as a special resolution :

“That in accordance with Section 136(2) of the Corporations Act, the Company’s Constitution be amended as set out in the Explanatory Memorandum with immediate effect.”

Other business

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

Other information

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

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

Entitlement to vote

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the Meeting all Shares will be taken to be held by the persons who held them as registered Shareholders at 7.00pm (AEDT) on

14 November 2022. 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 lodged online at www.investorvote.com.au in accordance with the instructions there not later than 10.00am (AEDT) on Monday, 14 November 2022.

Custodian voting

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

How to submit your vote during the Meeting

If you wish to cast your vote during the Meeting, please follow the instructions below:

Securityholders must use the Computershare Meeting Platform to attend and participate in the meeting.

To participate in the meeting, you can log in by entering the following URL https://meetnow.global/ MRASG6L on your computer, tablet or smartphone.

Online registration will open 1 hour before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their unique email invitation link.

To participate in the meeting online follow the instructions below.

1. Click on ‘Join Meeting Now’.

2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meeting to obtain their unique email invitation link.

3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.

4. Accept the Terms and Conditions and ‘Click Continue’.

You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress

Online Meeting Guide: www.computershare.com.au/virtualmeetingguide

Default to the Chairman 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.

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. The Company will retain the certificate of appointment of corporate representative.

Questions and comments by Shareholders at the Meeting

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

Relevant written questions to auditor must be received no later than 10.00am (AEDT) on Wednesday, 9 November 2022. Please send written questions to info@mertons.com.au using the subject header “WBT AGM 2022 Question”.

Technical difficulties

Technical difficulties may arise during the course of the Meeting. 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 who will be attending virtually are encouraged to lodge a proxy by 10:00 am (AEDT) Monday, 14 November 2022.

By order of the Board

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Mark Licciardo Company Secretary Date: 1 4 October 2022

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 Limited ( Company ) at the 2022 Annual General Meeting to be held commencing at 10:00am (AEDT) on Wednesday, 16 November 2022.

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

Financial Statements and Reports

Under Section 317 of the Corporations Act, the Company is required to lay its Annual Financial Report, Directors’ Report and Auditor’s Report before its Shareholders at its Annual General Meeting. The Annual Financial Report is submitted for Shareholders’ consideration and discussion at the Annual General Meeting as required.

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

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.

Board Recommendation and Voting Intention

Noting that each Director has a personal interest in their own remuneration as set out in the Remuneration Report, the Board recommends that all Shareholders vote in FAVOUR of this Resolution.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.

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

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

Resolution 2 provides for the re-election of Mr Yoav Nissan-Cohen as a Director of the Company in accordance with clause 14.2 (Rotation of Directors) of the Company’s Constitution.

Dr Yoav Nissan-Cohen’s career covers nearly 40 years of scientific research, technology development and executive management in the hi-tech industry. He is currently Chairman and CEO of two technology companies, which provide innovative solutions for tele-operation applications, film productions and biological research.

Yoav received his PhD in Applied Physics with focus on semiconductor device physics under the supervision of Prof Dov Frohman, the inventor of the first non-volatile memory technology. He started his illustrious career as a research scientist in GE’s R&D centre in New York where he studied the use of silicon dioxide in semiconductor memory devices. He then led the spin-off of National Semiconductor’s fabrication facility in Israel, establishing Tower Semiconductor, a Nasdaq-listed, global specialty semiconductor foundry leader with a market cap of US$3.4 billion, where he served as CEO for nine years. Dr. Nissan-Cohen also played a key role in establishing a non-volatile technology startup, Saifun Semiconductor, which was subsequently sold to Spansion. After two years in the venture capital industry, he returned to his entrepreneurial origins taking up Chairman and CEO positions in Amimon which provides wireless transmissions of HD Video at zero latency.

Voting Exclusion Statement

There are no voting exclusions for this Resolution.

Board Recommendation and Voting Intention

The Board (excluding Mr Nissan-Cohen) unanimously recommends that Shareholders vote in FAVOUR of this Resolution.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.

Resolution 3: Re-election of Mr Atiq Raza as a Director

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

Resolution 3 provides for the re-election of Mr Atiq Raza as a Director of the Company in accordance with clause 14.2 (Rotation of Directors) of the Company’s Constitution.

Atiq Raza is currently the Executive Chairman of Virsec, a next generation Cybersecurity software company. He has served as Chairman of the board at Validity, a biometric solutions company acquired by Synaptics and was also on the board of Seeo, a next generation Li-ion battery company acquired by Bosch. He is also on the board of Arteris-IP, a Network on a Chip company and Chairman of the board of Peernova, which is a Fintech company. Atiq served on the Stanford University School of Engineering Advisory Council for eight years until 2016.

Atiq Raza is an industry veteran and has been working in engineering leadership and senior management positions for the past thirty-five years. He was Chairman and CEO of NexGen, the first company to challenge Intel in microprocessors. NexGen became a public company and subsequently was acquired by AMD for approximately US$850 million in AMD stock. Atiq became the President and COO of AMD and served on its Board of Directors. At AMD he laid the foundation of its processor business and brought the AMD-K6 and Athlon products to market and established the Opteron 64-bit instruction set architecture. Prior to NexGen, Atiq held various management positions at VLSI Technology Incorporated, most notably the president of Technology Centers.

Post AMD, Atiq founded Raza Microelectronics Incorporated (RMI). RMI was acquired by NetLogic in October 2009 and Atiq served as Chief Technology Advisor to NetLogic. NetLogic in turn was acquired by Broadcom on the strength of the RMI Processor.

Atiq has been on the boards of several successful start-ups including Mellanox (now a public company), SiByte (acquired by Broadcom for US$2.2 billion), Siara (acquired by Redback for US$4 billion), VxTel (acquired by Intel for US$500 million) and Magma (now a public company).He has several degrees, including his Bachelor’s degree with honors in Physics from Punjab University, with a double bachelor’s degree in Philosophy, his Bachelor’s degree in Electrical Engineering with honours from the University of London, and his Master’s degree in Materials Science & Engineering from Stanford University.

Voting Exclusion Statement

There are no voting exclusions for this Resolution.

Board Recommendation and Voting Intention

The Board (excluding Mr Raza) unanimously recommends that Shareholders vote in FAVOUR of this Resolution.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.

Resolutions 4 – 9: Approval to Issue Performance Rights to Directors of the Company

Resolutions 4 - 9 seek Shareholder approval for the granting of Performance Rights in the Company to Directors of the Company as follows:

• 480,000 Performance Rights to Mr Jacob Hanoch (Resolution 4);

• 400,000 Performance Rights to Mr David Perlmutter (Resolution 5);

• 80,000 Performance Rights to Dr Yoav Nissan Cohen (Resolution 6);

• 60,000 Performance Rights to Mr Ashley Krongold (Resolution 7);

• 60,000 Performance Rights to Mr Fred Bart (Resolution 8); and

• 60,000 Performance Rights to Mr S. Atiq Raza (Resolution 9).

The Company intends to grant Performance Rights to appropriately attract and retain Directors over the long term by allowing them to build up an equity ownership aligning their interest with that of the Shareholders. The Performance Rights will be exercised automatically if and when they vest.

Performance Rights will vest and convert into ordinary shares in the Company on the date the applicable time-based vesting condition is achieved. If the time-based vesting condition is not achieved, the relevant Performance Rights will lapse.

Out of the 480,000 Performance Rights to be issued to Jacob Hanoch, 180,000 Performance Rights will be granted subject to Weebit obtaining first payment from a customer.

Out of the 400,000 Performance Rights to be issued to David Perlmutter, 100,000 Performance Rights will be granted subject to Weebit obtaining first payment from a customer.

The vesting of the Performance Rights to the remaining Directors is not subject to any performance hurdles. Whilst Performance Right grants without performance hurdles are uncommon in Australia, they are common practice in Israel and the US. As a number of the Company’s Directors are based in Israel or the US, it is appropriate that the vesting conditions are as set out above.

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 Resolutions 4 – 9 is to have Shareholders approve the proposed grant of Performance Rights to the Directors of the Company. If approval is given under Listing Rule 10.11 approval is not required under Listing Rule 7.1.

Grant of Performance Rights

(a) Executive Directors of the Company

Following approval by Shareholders, the Executive Directors of the Company will be granted Performance Rights to acquire fully paid ordinary shares in the Company (Shares).

Upon exercise, each Performance Right entitles each Executive Director 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.

(b) Non-Executive Directors of the Company

Following approval by Shareholders, the Non-Executive Directors of the Company will be granted Performance Rights to acquire fully paid ordinary shares in the Company (Shares).

Upon exercise, each Performance Right entitles each Non-Executive Director 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.

Vesting period

The Performance Rights shall vest and convert into ordinary shares in the Company during a four year period ( Vesting Period ) based on the following:

• (a) 25% of the Performance Rights shall vest on or around 1 October 2023; and

• (b) thereafter for a period of three years, 6.25% of the Performance Rights shall vest at the end of each quarter

In the event that prior to the expiration of the Vesting Period, the Company closes an Exit Event (as defined below) then all of the unvested Performance Rights will vest immediately prior to the closing of the Exit Event.

Exit Event means mean any of the following:

• (a) the merger or consolidation or other reorganisation (other than any event of share combination or subdivision, share split, reverse share split, share dividend, distribution of bonus shares or any other reclassification, reorganisation or recapitalisation 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.

Reorganisation

If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the number of Performance Rights 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 do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the Performance Rights are vested and subsequently registered as ordinary shares.

New Issues

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

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

Date on which the Performance Rights will be granted

Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to the Directors shortly after the 2022 Annual General Meeting.

Information required by Listing Rule 10.13

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

The name of the allottee	Mr Jacob Hanoch
Category of allottee	A related party of the Company by virtue of being a Director.
The maximum number of securities	480,000 Performance Rights (to convert into 480,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules).
The price for each security	Each Performance Right will be issued for a nil issue price.
Issue date	Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to Mr Jacob Hanoch shortly after the 2022 Annual General Meeting to be held on 16 November 2022. In any event, the Performance Rights will be granted no later than 1 month after the Meeting.
Terms of the issue	Each Share issued will rank, from the date of issue, equally with all existing issued Shares.
Details of the current remuneration package Figures represent latest annual remuneration.	 Base salary, bonuses & fees: $965,809  Share based payments: $2,167,853  Total salary and fees: $3,133,662
The name of the allottee	Mr David Perlmutter
Category of allottee	A related party of the Company by virtue of being a Director.
The maximum number of securities	400,000 Performance Rights (to convert into 400,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules).
The price for each security	Each Performance Right will be issued for a nil issue price.
Issue date	Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to Mr David Perlmutter shortly after the 2022 Annual General Meeting to be held on 16 November 2022. In any event, the Performance Rights will be granted no later than 1 month after the Meeting.
Terms of the issue	Each Share issued will rank, from the date of issue, equally with all existing issued Shares.
Details of the current remuneration package Figures represent latest annual remuneration.	 Base salary & fees: $99,554  Share based payments: $1,566,942  Total salary and fees: $1,666,496

The name of the allottee	Dr Yoav Nissan Cohen
Category of allottee	A related party of the Company by virtue of being a Director.
The maximum number of securities	80,000 Performance Rights (to convert into 80,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules).
The price for each security	Each Performance Right will be issued for a nil issue price.
Issue date	Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to Dr Yoav Nissan Cohen shortly after the 2022 Annual General Meeting to be held on 16 November 2022. In any event, the Performance Rights will be granted no later than 1 month after the Meeting.
Terms of the issue	Each share issued will rank, from the date of issue, equally with all existing issued Shares.
Details of the current remuneration package Figures represent latest annual remuneration.	 Base salary & fees: $147,215  Share based payments: $345,491  Total salary and fees: $492,706

The name of the allottee	Mr Ashley Krongold
Category of allottee	A related party of the Company by virtue of being a Director.
The maximum number of securities	60,000 Performance Rights (to convert into 60,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules).
The price for each security	Each Performance Right will be issued for a nil issue price.
Issue date	Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to Mr Ashley Krongold shortly after the 2022 Annual General Meeting to be held on 16 November 2022. In any event, the Performance Rights 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.
Details of the current remuneration package Figures represent latest annual remuneration.	 Base salary & fees: $45,000  Share based payments: $164,993  Total salary and fees: $209,993
The name of the allottee	Mr Fred Bart
Category of allottee	A related party of the Company by virtue of being a Director.

The maximum number of securities	60,000 Performance Rights (to convert into 60,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules).
The price for each security	Each Performance Right will be issued for a nil issue price.
Issue date	Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to Mr Fred Bart shortly after the 2022 Annual General Meeting to be held on 16 November 2022. In any event, the Performance Rights 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.
Details of the current remuneration package Figures represent latest annual remuneration.	 Base salary & fees: $45,000  Share based payments: $174,071  Total salary and fees: $219,071

The name of the allottee	Mr S. Atiq Raza
Category of allottee	A related party of the Company by virtue of being a Director.
The maximum number of securities	60,000 Performance Rights (to convert into 60,000 Shares or as otherwise determined by any adjustment required to be made under the Listing Rules).
The price for each security	Each Performance Right will be issued for a nil issue price.
Issue date	Subject to Shareholder approval, it is anticipated that the Performance Rights will be granted to Mr S. Atiq Raza shortly after the after the 2022 Annual General Meeting to be held on 16 November 2022. In any event, the Performance Rights will be granted no later than 1 month after the Meeting.
Terms of the issue	Each Share issued will rank, from the date of issue, equally with all existing issued Shares.
Details of the current remuneration package Figures represent latest annual remuneration.	 Base salary & fees: $46,532  Share based payments: $177,343  Total salary and fees: $223,875

Board Recommendation and Voting Intention

The Board (with each Director abstaining in relation to their proposed Resolution) unanimously recommends that Shareholders vote in FAVOUR of each Resolution.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.

Resolution 10: Amendments to the Constitution

Under section 136(2) of the Corporations Act, a company can modify or repeal its constitution or a provision of its constitution by special resolution of shareholders. A special resolution requires the

approval of 75% of the votes cast by the shareholders present or eligible to vote (in person, by proxy or corporate representative) in order to be passed.

The Company has recently undertaken a review of the Constitution and proposes a number of amendments consistent with the Corporations Act and the ASX Listing Rules and which seek to achieve efficient and flexible administration of the Company and to enable greater participation by, and engagement with, shareholders at general meetings. A copy of the Constitution which sets out the proposed amendments is available on the Company’s website at https://www.weebitnano.com/investors/corporate-governance/.

Unless a contrary intention appears, capitalised terms in the table below have the meaning given in the Constitution, these Explanatory Notes or this Notice.

Topic	Summary of proposed amendment(s)
General Meetings (various)	A number of amendments are proposed to be made to facilitate the holding of general meetings by the Company, including as set out below. The Constitution is proposed to be amended to:  specifically provide for a meeting to be held at one or more venues using any technology, or using virtual technology only, that gives shareholders as a whole a reasonable opportunity to participate;  permit direct voting by members in general meetings;  ensure that persons participating using technology are counted for the purposes of determining a quorum; and  deal with the scenario where technical difficulties occur before or during the relevant meeting to enable the chair of the meeting to adjourn the meeting to allow the technical difficulties to be rectified or, if a quorum remains present and able to participate, continue the meeting. These amendments are intended to enable greater participation by, and engagement with, Shareholders and to reflect legislative changes which came into effect early this year.
Joint holders (clause 9.8)	The CHESS system, which is used by the ASX to record shareholdings, currently recognises up to three individuals as joint holders of a share. Accordingly, the Company’s constitution currently provides that the Company is not bound to register any more than three individuals as joint holders. The ASX has announced its intention to replace the CHESS system (CHESS Replacement). CHESS Replacement will allow for up to four individuals to be recorded as joint holders of a share. As a result, the ASX recommends that listed entities amend their constitutions to remove or amend restrictions on the number of joint holders of securities. The Company proposes to amend the constitution to allow it to register up to four individuals as joint holders, if permitted by the ASX Settlement Operating Rules once CHESS Replacement becomes operational.
Consequential and other amendments (various)	A number of additional minor changes are proposed to be made to the Constitution, including various consequential amendments in order to give effect to the changes summarised above, to reflect current law and practice, and to correct minor inconsistencies, syntax, formatting errors or cross-references.

Voting Exclusion Statement

There are no voting exclusions for this Resolution.

Board Recommendation and Voting Intention

The Board unanimously recommends that Shareholders vote in FAVOUR of each Resolution.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of this Resolution.

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 2022.

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 Limited (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.

KMP Member means a member of Key Management Personnel which has same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

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 16 November 2022.

Notice means this Notice of Annual General Meeting

Performance Right means a right to receive one Share in the future subject to meeting specified performance and/or employment conditions.

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 2022.

Resolution means a resolution contained in the Notice.

Shareholder means a holder of a Share.

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

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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

Weebit Nano Ltd Annual General Meeting

The Weebit Nano Ltd Annual General Meeting will be held on Wednesday, 16 November 2022 at 10:00am (Sydney time). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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

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

For your proxy appointment to be effective it must be received by 10:00am (Sydney time) on Monday, 14 November 2022.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MRASG6L

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

King & Wood Mallesons, Level 61, Governor Philip Tower, 1 Farrer Place, Sydney, NSW 2000

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

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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 10:00am (Sydney time) on Monday, 14 November 2022.

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.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/i12

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

I ND

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

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Weebit Nano Ltd hereby appoint the Chairman OR of the Meeting

XX

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 Annual General Meeting of Weebit Nano Ltd to be held at King Wood & Mallesons, Level 61, Governor Philip Tower, 1 Farrer Place, Sydney, NSW 3000 and as a virtual meeting on Wednesday, 16 November 2022 at 10:00am (Sydney time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 4, 5, 6, 7, 8 and 9 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 4, 5, 6, 7, 8 and 9 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 4, 5, 6, 7, 8 and 9 by marking the appropriate box in step 2.

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	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
							Res 7 Approval of Issue of Performance rights to Non-executive Director of the Company, Mr Ashley Krongold
Res 1 Adoption of the Remuneration Report
Res 2 Re-election of Mr Yoav Nissan-Cohen as a Director
							Res 8 Approval of Issue of Performance rights to Non-executive Director of the Company, Mr Fred Bart
Res 3 Re-election of Mr Atiq Raza as a Director
Res 4 Approval of Issue of Performance rights to Executive Director of the Company, Mr Jacob Hanoch
							Res 9 Approval of Issue of Performance rights to Non-executive Director of the Company, Mr S. Atiq Raza
Res 5 Approval of Issue of Performance rights to Non-executive Director of the Company, Mr David Perlmutter
							Res 10 Amendments to the Constitution
Res 6 Approval of Issue of Performance rights to Executive Director of the Company, Dr Yoav Nissan-Cohen

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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