WEEBIT NANO LTD — Proxy Solicitation & Information Statement 2022

Jan 16, 2022

==> picture [223 x 64] intentionally omitted <==

ASX RELEASE

Notice of General Meeting

17 January 2022 – Weebit Nano Limited (ASX: WBT) attaches the following documents relating to the General Meeting of Weebit Nano Limited to be held at 4:00pm (AEDT) on Tuesday, 22 February 2022:

• Notice of General Meeting

• Proxy Form

• Notice and Access Letter

• ENDS -

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

For further information please contact:

Investors

Eric Kuret, Market Eye P: +61 417 311 335 E: eric.kuret@marketeye.com.au

Media – Australia Media – US Tristan Everett, Market Eye Jen Bernier-Santarini, Weebit Nano P: +61 403 789 096 P: +1 650-336-4222 E: tristan.everett@marketeye.com.au E: jen@weebit-nano.com

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 or 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.

==> picture [23 x 21] intentionally omitted <==

Contact

info@weebit-nano.com www.weebit-nano.com

==> picture [189 x 53] intentionally omitted <==

Weebit Nano Limited

(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 Limited Meeting will be held online only.

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

Date:

Tuesday, 22 February 2022

Time:

4.00pm (AEDT)

Place of Meeting:

Online

In light of the ongoing risks and social distancing requirements related to the COVID-19 pandemic, this Meeting will be conducted virtually, with the health and safety of our Shareholders and employees being of paramount importance. Shareholders will not be permitted to physically attend the Meeting. 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.

Register in advance for the virtual Meeting at:

https://us02web.zoom.us/webinar/register/WN_BW-6Sw-oQ4y3-YANSQ3h5g

After registering, you will receive a confirmation email containing information about joining the Meeting.

Business

Resolution 1: Approval to issue Placement Shares to Mr 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 48,591 Shares in the Company at $2.84 per share 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 1 by:

(a)	David Perlmutter (or his nominees); and
(b)	any Associates of those persons.

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 1 by: (a) David Perlmutter (or his nominees); and (b) any Associates of those persons.	Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 1 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 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: Approval to issue Placement Shares to Mr S 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 48,591 Shares in the Company at $2.84 per share to Atiq Raza 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 2 by:

The	Company will disregard any votes cast in favour of this Resolution 2 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 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:
	(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 to issue Placement Shares to Mr 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 8,802 Shares in the Company at $2.84 per share 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 3 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 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 of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares (refresh 15%)

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

“ That the issue of 8,875,924 Placement Shares (details of which are set out in the Explanatory Memorandum), be approved for the purposes of ASX Listing Rule 7.4 and for all other purposes .”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution 4 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 4: (a) in accordance with the directions on the Proxy Form; or

(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.

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 20 February 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 4.00pm (AEDT) on Sunday, 20 February 2022.

Custodian voting

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

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

How to submit your vote during the Meeting

To vote during the Meeting, you can log in by entering the following URL https://meetnow.global/MLXLC2A on your computer, tablet or smartphone. Online registration will open 30 minutes 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 the call centre before the Meeting to obtain their login details.

To vote 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 login details.

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 cast votes at the appropriate times while the Meeting is in progress.

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 General Meeting.

Relevant written questions to the Company must be received no later than 4.00pm (AEDT) on Tuesday, 15 February 2022. Please send written questions to info@mertons.com.au using the subject header “WBT GM 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 are encouraged to lodge a proxy by 4:00 pm (AEDT) Sunday, 20 February 2022.

By order of the Board

==> picture [145 x 55] intentionally omitted <==

Mark Licciardo Company Secretary Date: 14 January 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 General Meeting to be held commencing at 4:00pm (AEDT) on Tuesday, 22 February 2022.

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

Resolutions 1, 2 and 3: Approval to issue Placement Shares to Directors

Background

On 10 November 2021 the Company announced a Placement of 9,040,147 Shares at a price of $2.84 per Share ( Placement Shares ).

Subject to Shareholder approval, it was advised that three of Weebit’s non-Australian Directors, Mr David Perlmutter, Mr S Atiq Raza and Mr Jacob Hanoch, intend to subscribe for approximately A$300,000 of new Shares at the offer price of $2.84 per Share as set out in the table below:

Name	Position	Placement Commitment – No. of Shares	Placement Commitment ($)
Mr David Perlmutter	Chairman	48,591	$137,998.44
Mr S Atiq Raza	Non-Executive Director	48,591	$137,998.44
Mr Jacob Hanoch	CEO and Managing Director	8,802	$24,997.68
Total		105,984	A$300,994.56

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.

Each of Mr David Perlmutter, Mr S Atiq Raza and Mr Jacob Hanoch are Directors of the Company and are therefore considered to be related parties of the Company for the purposes of the ASX Listing Rules. Accordingly, Resolutions 1, 2 and 3 seek Shareholder approval pursuant to Listing Rule 10.11 to enable the above Directors to participate in the Placement.

If Resolutions 1, 2 and 3 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 rest of the Placement, the proceeds from this issue of securities will support:

• Migrating Weebit’s ReRAM technology to smaller geometries (below 28nm);

• Continued development of the discrete memory component, growing it to larger arrays;

• Constant improvement of the technology parameters, making Weebit’s ReRAM even more robust;

• Expanding marketing and sales activities – transferring the technology to additional fabs, and signing up customer projects that will license the technology and embed it into their designs; and

• General working capital requirements.

Additional information required for ASX Listing Rules

The following information is provided in connection with the approvals sought under Resolutions 1 to 3:

• The Shares will be issued no later than one (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 $2.84 per Share. The Shares will rank equally in all respects from the issue date with the existing ordinary Shares on issue.

Board Recommendation and Voting Intention

The Board (with each participating Director abstaining in relation to their proposed Resolution) unanimously recommends that Shareholders vote in FAVOUR of Resolutions 1, 2 and 3.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of Resolutions 1, 2 and 3.

Resolution 4: Approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares (refresh 15%)

Background

On 10 November 2021 the Company announced a Placement of 9,040,147 Shares at a price of $2.84 per Share, among which 8,875,924 Placement Shares were issued to 4 Israel-based institutional investment and pension funds as set out in the table below:

Name	Placement Commitment – No. of Shares	Placement Commitment ($)
Meitav DS Provident Funds and Pension Ltd	7,100,000	$20,164,000.00
Meitav Tachlit Mutual Funds Ltd	519,000	$1,473,960.00
Klirmark Opportunitty Fund III L.P.	900,000	$2,556,000.00
Colibri Fund LP.	356,924	$1,013,664.16
Total	8,875,924	A$25,207,624.16

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 Placement Shares issued to the 4 Israel-based institutional investment and pension funds 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 the 4 Israel-based funds to ‘refresh’ the Company’s 15% placement capacity so that it would be the same as if those Placement Shares had not been issued.

As advised in the Company’s ASX announcement on 10 November 2021, the proceeds from the Placement will support:

• Migrating Weebit’s ReRAM technology to smaller geometries (below 28nm);

• Continued development of the discrete memory component, growing it to larger arrays;

• Constant improvement of the technology parameters, making Weebit’s ReRAM even more robust;

• Expanding marketing and sales activities – transferring the technology to additional fabs, and signing up customer projects that will license the technology and embed it into their designs; and,

• General working capital requirements.

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

Information required by Listing Rule 7.5

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

The number of securities issued	8,875,924
The price at which the securities were issued	$2.84 per Share
The terms of the securities	Each share issued will rank, from the date of issue, equally with all existing issued Shares.
The names of the persons to whom the securities were issued	• Meitav DS Provident Funds and Pension Ltd • Meitav Tachlit Mutual Funds Ltd • Klirmark Opportunitty Fund III L.P. • Colibri Fund LP.
The intended use of the funds raised	• Migrating Weebit’s ReRAM technology to smaller geometries (below 28nm); • Continued development of the discrete memory component, growing it to larger arrays; • Constant improvement of the technology parameters, making Weebit’s ReRAM even more robust; • Expanding marketing and sales activities – transferring the technology to additional fabs, and signing up customer projects that will license the technology and embed it into their designs; and • General working capital requirements.

Voting Exclusion

A voting exclusion statement is included under Resolution 4 in this notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in FAVOUR of Resolution 4.

The Chairman of the Meeting intends to vote undirected proxies in FAVOUR of resolution 4.

Glossary

In this Explanatory Memorandum, and the Notice of Meeting:

$ means Australian dollars unless otherwise stated.

AEDT means Australian Eastern Daylight 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 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.

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 Tuesday, 22 February 2022.

Notice means this Notice of General Meeting

Proxy Form means the proxy form accompanying the Notice.

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.

==> picture [33 x 33] intentionally omitted <==

==> picture [133 x 50] intentionally omitted <==

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 4.00pm (AEDT) on Sunday, 20 February 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

==> picture [47 x 49] intentionally omitted <==

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.

Samples/000001/000002/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

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

Please mark to indicate your directions

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 General Meeting of Weebit Nano Limited to be held as a virtual meeting on Tuesday, 22 February 2022 at 4.00pm (AEDT) 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	Against Abstain
Resolution	1	Approval to issue Placement Shares to Mr David Perlmutter
Resolution	2	Approval to issue Placement Shares to Mr S Atiq Raza
Resolution	3	Approval to issue Placement Shares to Mr Jacob Hanoch
Resolution	4	Approval of issue of ordinary shares pursuant to Listing Rule 7.4 – issue of ordinary shares (refresh 15%)

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.

==> picture [535 x 97] intentionally omitted <==

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

Step 3 Signature of Securityholder(s) This section must be completed.
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
----- End of picture text -----

2 8 4 2 5 0 A

WB T

==> picture [33 x 33] intentionally omitted <==

==> picture [133 x 50] intentionally omitted <==

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 Limited General Meeting

The Weebit Nano Limited General Meeting will be held on Tuesday, 22 February 2022 at 4.00pm (AEDT). You are encouraged to participate in the meeting using the following options:

==> picture [47 x 47] intentionally omitted <==

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:

==> picture [38 x 38] intentionally omitted <==

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 4.00pm (AEDT) on Sunday, 20 February 2022.

==> picture [48 x 39] intentionally omitted <==

ATTENDING THE MEETING VIRTUALLY

To view the live webcast and ask questions on the day of the meeting you will need to visit https://us02web.zoom.us/webinar/register/WN_BW-6Sw-oQ4y3-YANSQ3h5g

To vote online during the meeting you will need to visit https://meetnow.global/MLXLC2A . For instructions refer to the online user guide available through the virtual meeting link.

Samples/000001/000001