XENITRA LIMITED — Proxy Solicitation & Information Statement 2021

May 25, 2021

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26 May 2021

Notice of Extraordinary General Meeting and Proxy Form

Sydney, Australia – Aumake Limited ( ASX: AUK , Aumake, or the Company ), attaches in relation to its General Meeting, the following documents:

• Notice of Extraordinary General Meeting; and

• Proxy Form

ENDS

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

Corporate Investor Enquiries Media Enquiries Keong Chan Craig Sainsbury Tristan Everett Executive Chairman Market Eye Market Eye T: +61 2 8330 8844 M: 0428 550 499 M: 0403 789 096 keong.chan@Aumake.com.au craig.sainsbury@marketeye.com.au Tristan.everett@marketeye.com.au

About Aumake Limited

Aumake Limited (ASX:AUK) operates an online platform that directly connects Asian influencers with highquality and authentic Australian brands. It offers the best possible prices, end-to-end customer service and a comprehensive product range – all on one integrated platform. Aumake also operates physical stores, located in key precincts on Australia’s east coast and in New Zealand, delivering a fully integrated online and in-store shopping experience for Asian consumers.

Aumake Limited ABN 79 150 110 017 T +61 2 8330 8844 | Suite 1.01, 22–36 Mountain Street, Ultimo, NSW 2007, Australia

AUMAKE LIMITED ACN 150 110 017 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 1:00pm (AEST) DATE : Friday 25 June 2021 PLACE : Virtual Meeting (refer page 2 for further instructions)

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (AEST) on Wednesday 23 June 2021.

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VENUE AND VOTING INFORMATION

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1:00pm (AEST) on Friday 25 June 2021 as a virtual meeting.

Shareholders will be able to attend and participate in the Virtual Meeting (which will be broadcast as a live webinar):

(a) from their computer, by entering the URL into their browser: https://web.lumiagm.com/371973763; or (b) from their mobile device by entering the URL in their browser: https://web.lumiagm.com/371973763.

Shareholders will be able to vote and ask questions at the virtual meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to David Franks, Company Secretary at david.franks@automicgroup.com.au at least 5 business days before the Meeting.

Your vote is important

The business of the General Meeting affects your shareholding and your vote is important.

Voting virtually at the Meeting

A shareholder entitled to attend and vote at the Meeting may vote by:

• attending the Meeting virtually; or

• appointing a proxy, attorney or in the case of a corporate shareholder, a corporate representative, to vote at this Meeting on their behalf.

Online voting procedures during the Meeting

If you choose to participate in the Meeting online or through the app, you can log in to the meeting by entering:

1. The meeting ID, which is https://web.lumiagm.com/371973763.

2. Your username, which is your HIN or SRN (located on any recent statement or documentation).

3. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.

4. If you have been nominated as a third-party proxy, please contact Computershare Investor Services on +61 3 9415 4024.

Attending the meeting online enables shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

More information regarding participating in the Meeting online can be found in the Online Meeting User Guide which has been attached to this Notice of Meeting.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online at www.investorvote.com.auand follow the prompts. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and the control number as shown on the front of the Proxy Form.
By mobile	Scan the QR Code on your Proxy Form and follow the prompts.
By facsimile	1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)
By post	Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne Victoria 3001

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Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Asking Questions

We encourage you to submit questions in advance of the Meeting on any matter that may be relevant to the Meeting. You can do this by logging onto www.investorcentre.com, select ‘Voting’ then click ‘Ask a Question’, or alternatively by sending your question to the Company Secretary by email to david.franks@automicgroup.com.au.

To allow time to collate questions and prepare answers, you must submit any questions by 1:00pm on Sunday 20 June 2021.

Questions will be collated and, during the Meeting, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

Shareholders and proxy holders will also have the ability to listen to the discussion at the Meeting and ask questions during the Meeting via the online meeting platform.

Technical difficulties

Technical difficulties may arise during the course of the General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair 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 Chair 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 not later than 48 hours before the commencement of the Meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF STAGE 3 EQUITY CONSIDERATION TO THE RELATED PARTY VENDORS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to that number of Shares to the value of $531,750 to the Related Party Vendors (or their respective nominees) as consideration for the Acquisition on the terms and conditions set out in the Explanatory Statement.”

Short Explanation of Resolution: The Company entered into an Agreement pursuant to which the Company will acquire 100% of the Broadway Assets from the Vendors. The Company seeks Shareholder approval for the issue of the above Shares as consideration for the Acquisition in accordance with ASX Listing Rule 10.11.

2. RESOLUTION 2 – ISSUE OF STAGE 3 EQUITY CONSIDERATION TO PNL OUTLET LIMITED

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue that number of Shares to the value of $1,595,250 to PNL Outlet Limited (or their respective nominees) as consideration for the Acquisition on the terms and conditions set out in the Explanatory Statement.”

Short Explanation of Resolution: The Company entered into an Agreement pursuant to which the Company will acquire 100% of the Broadway Assets from the Vendors. The Company seeks Shareholder approval for the issue of the above Shares as consideration for the Acquisition in accordance with ASX Listing Rule 7.1.

Dated: 26 May 2021

By order of the Board

David Franks Company Secretary

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Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions set out below by or on behalf of the following parties:

Resolution 1 – Issue of Stage 3 Equity Consideration to the Related Party Vendors	The Related Vendors (or their respective nominees) 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) or an associate of that person or those persons.
Resolution 2 – Issue of Stage 3 Equity Consideration to PNL Outlet Limited	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 Company) (namely, PNL Outlet or an associate of that person (or those persons)).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) 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, on the resolution; and

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

Voting Prohibition Statement:

Resolution 1 – Issue of Stage 3 Equity Consideration to the Related Party Vendors

A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND TO THE ACQUISITION OF BROADWAY

1.1 Background

As announced on 17 April 2019, the Company entered into a binding agreement ( Agreement ) to acquire 100% of the business assets ( Broadway Assets ) of affiliated inbound Chinese tourist retail network, the Broadway Group ( Broadway ), from Coral Legend Pty Ltd ( Coral Legend ), Broadway Tax Free Pty Ltd ( Broadway Tax ), Maxbuy Australia Pty Ltd ( Maxbuy ), Gold Port Souvenir Pty Ltd ( Gold Port ) and PNL Outlet Limited ( PNL Outlet ) (together, the Vendors ), through its wholly owned subsidiary, Broadway Australia Pty Ltd, for total consideration of $14,180,000 (plus GST and stock) ( Acquisition ).

The Broadway Assets comprise:

• (a) all rights and interests of the Vendors in and to the business of Broadway and all appliances, equipment, furniture, fittings and chattels located at each operating premises;

• (b) all rights and interests of the Vendors in and to leases and material contracts relevant to operating the business of Broadway;

• (c) all rights and interests of the Vendors in and to the “Broadway Tax Free” business names;

• (d) the goodwill of the business of Broadway; and

• (e) all of the Vendors’ stock (other than damaged goods or goods for which the use-by date has expired).

The Company announced on 24 July 2019 that settlement of the Acquisition had occurred ( Settlement ).

1.2 Considerations

Pursuant to the Agreement, the Company has agreed to:

• (a) make payment of $7,090,000 in cash to the Vendors ( Cash Consideration ); and

• (b) issue that number of Shares to the Vendors having an aggregative value of $7,090,000 ( Equity Consideration ).

All Shares issued as Equity Consideration will be subject to a 24-month voluntary escrow period from the date of issue.

1.3 Equity Consideration

The Equity Consideration comprises:

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• (a) the value of $2,836,000 in Shares with a deemed issue price of the ninety -day VWAP of Shares calculated for the period ending on the date prior to Settlement to be issued at Settlement ( Stage 1 Equity Consideration );

• (b) the value of $2,127,000 in Shares with a deemed issue price of the ninetyday VWAP of Shares calculated for the period ending on the date prior to issue and to be issued no later than 12 months from Settlement ( Stage 2 Equity Consideration ); and

• (c) the value of $2,127,000 in Shares with a deemed issue price of the ninetyday VWAP of Shares calculated for the period ending on the date prior to issue and to be issued no later than 24 months from Settlement ( Stage 3 Equity Consideration ),

(together, Equity Consideration ), subject to Shareholder approval being obtained for each stage of the Equity Consideration. Accordingly, the Company:

• (d) obtained Shareholder approval for the Stage 1 Equity Consideration and the Stage 2 Equity Consideration at general meetings dated 17 June 2019 and 17 August 2020; and

• (e) issued the Shares comprising the Stage 1 Equity Consideration and the Stage 2 Equity Consideration on 24 July 2019 and 17 August 2020.

For further details in respect of the above issues, please refer to the notices of meeting released on the Company’s ASX platform (ASX: AUK) on 27 May 2019 and 17 August 2020.

1.3 Related Parties

Jacky Yang was appointed as a Director on 18 November 2019. EC Capital Pty Ltd ( EC Capital ) is a trustee of EC Capital Trust, of which Mr Yang is a beneficiary. EC Capital holds a non-controlling interest in Maxbuy; and a controlling interest in Broadway Tax, Gold Port and Coral Legend. As such, Broadway Tax, Maxbuy, Gold Port and Coral Legend are related parties of the Company by virtue of their association with Mr Yang ( Related Party Vendors ).

The Company notes that the Agreement was entered into prior to Mr Yang joining the Board, and that his appointment was not a term of the Acquisition.

2. RESOLUTION 1 – ISSUE OF STAGE 3 EQUITY CONSIDERATION TO THE RELATED PARTY VENDORS

2.1 General

Pursuant to the Agreement and subject to obtaining Shareholder approval, the Company has agreed, subject to obtaining Shareholder approval, to issue up to that number of Shares which, when multiplied by the deemed issue price of the ninety-day VWAP of Shares for the period ending on the date prior to issue (which is to be not to be later than 24 months from Settlement), equals $531,750 ( Stage 3 Related Party Shares ) to the Related Party Vendors (or their respective nominees) on the terms and conditions set out below.

As set out in Section 1.3 above, Jacky Yang, who was appointed as a Director on 18 November 2019, is associated with the Related Party Vendors by virtue of his association with EC Capital. EC Capital is a trustee of EC Capital Trust, of which Mr Yang is a beneficiary. EC Capital holds a non-controlling interest in Maxbuy, and a controlling interest in Broadway Tax, Gold Port and Coral Legend.

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Resolution 1 seeks Shareholder approval for the issue of the Stage 3 Related Party Shares to the Related Party Vendors (or their respective nominees).

2.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of the Stage 3 Related Party Shares to the Related Party Vendors (or their respective nominee/s) constitutes giving a financial benefit and the Related Party Vendors are related parties of the Company by virtue of their association with Jacky Yang.

The Directors (other than Jacky Yang, who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Stage 3 Related Party Shares because the agreement to issue the Stage 3 Related Party Shares, reached as part of the Agreement, is issued at the same issue price and otherwise on the same terms as the remainder of the Stage 3 Unrelated Vendor Shares; and is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis. The Company also notes that the Agreement was entered into prior to Mr Yang joining the Board, and that his appointment was not a term of the Acquisition.

2.3 Listing Rule 10.11

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

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The issue of the Stage 3 Related Party Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 1 seeks the required Shareholder approval for the issue of the Stage 3 Related Party Shares under and for the purposes of Listing Rule 10.11.

2.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Stage 3 Related Party Shares to the Related Party Vendors within one month after the date of the Meeting. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Stage 3 Related Party Shares (because approval is being obtained under Listing Rule 10.11), the issue of the Stage 3 Related Party Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Stage 3 Related Party Shares and will be required to instead pay the sum of $531,750 in cash to the Related Party Vendors.

2.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 1:

• (a) the Stage 3 Related Party Shares will be issued to the Related Party Vendors (or their respective nominees), which falls within the category set out in Listing Rule 10.11.1 as the Related Party Vendors are related parties of the Company by virtue of being associated with Director, Jacky Yang, as set out in Section 1.3;

• (b) the maximum number of the Stage 3 Related Party Shares to be issued is up to that number of Shares which, when multiplied by the issue price set out in paragraph (e), equals $531,750;

• (c) the Stage 3 Related Party Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Stage 3 Related Party Shares will be issued no later than 1 month after the date of the Meeting and it is intended that issue of the Related Party Shares will occur on the same date;

• (e) the deemed issue price of the Stage 3 Related Party Shares will be the ninety-day VWAP of Shares for the period ending on the date prior to issue, which is to be no later than 24 months after the date of Settlement, being 24 July 2021;

• (f) the Stage 3 Related Party Shares will be issued for nil cash consideration as they are being issued as part consideration for the Acquisition;

• (g) the issue of the Stage 3 Related Party Shares is not intended to remunerate or incentivise Jacky Yang (or any of his associates);

• (h) the Related Party Shares are being issued to the Related Party Vendors under the Agreement, a summary of which is set out in Section 1; and

• (i) a voting exclusion statement is included in Resolution 1 of the Notice.

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2.6 Dilution

Set out below is a worked example of the number of Stage 3 Unrelated Vendor Shares that may be issued under Resolution 1 based on an assumed issue price of $0.035 per Stage 3 Related Party Share, being the volume weighted average price for Shares on the 5 days on which sales in Shares were recorded up to and including 7 May 2021, and the volume weighted prices which are 25% and 50% higher, and 25% and 50% lower than that price.

Assumed	Maximum	Current Shares	Total number of	Dilution effect
issue price	number of Stage	on issue as at	Shares on issue	on existing
$	3 Related Party	the date of this	assuming the	Shareholders
	Shares which	Notice 2	Company issued the
	may be issued 1		maximum amount
			pursuant to
			Resolution 1 3
$0.053 (50% increase)	10,128,571	537,846,761	547,975,332	1.85%
$0.044 (25% increase)	12,154,285	537,846,761	550,001,046	2.21%
$0.035	15,192,857	537,846,761	553,039,618	2.75%
$0.026 (25% decrease)	20,257,142	537,846,761	558,103,903	3.63%
$0.018 (50% decrease)	30,385,714	537,846,761	568,232,475	5.35%

Notes :

1. Rounded up to the nearest whole number.

2. There are currently 537,846,761 Shares on issue as at the date of this Notice and this table assumes no Options are exercised, no convertible securities converted or additional Shares issued, other than the maximum number of Shares which may be issued pursuant to Resolution 1 (based on the assumed issue prices set out in the table).

3. The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ.

4. Shareholders should note that there is no limitation upon the maximum number of Stage 3 Related Party Shares that may be issued to the Related Party Vendors (or their respective nominees). Accordingly, the issue of the Stage 3 Related Party Shares may be highly dilutive to existing Shareholders if the market price of the Shares falls substantially prior to the issue of the Shares.

3. RESOLUTION 2 – ISSUE OF STAGE 3 EQUITY CONSIDERATION TO PNL OUTLET LIMITED

3.1 General

Resolution 2 seeks Shareholder approval to issue up to that number of Shares which, when multiplied by the deemed issue price of the ninety-day VWAP of Shares for the period ending on the date prior to issue (which is to be not to be later than 24 months from Settlement), equals $1,595,250 ( Stage 3 Unrelated Vendor Shares ) to PNL Outlet Limited (or their nominees) in satisfaction of the Stage 3 Equity Consideration.

The balance of the Stage 3 Equity Consideration is proposed to be issued to the Related Party Vendors, and is the subject of Resolution 1.

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3.2 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the Stage 3 Unrelated Vendor Shares does not fall within any of these exceptions and may exceed the 15% limit in Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval under Listing Rule 7.1 for the issue of the Stage 3 Unrelated Vendor Shares.

The issue of the Stage 3 Unrelated Vendor Shares does not fall within any of these exceptions. Accordingly, if approved, the issue of the Stage 3 Unrelated Vendor Shares will not use up any of the 15% limit on the issue of equity securities without Shareholder approval set out in Listing Rule 7.1.

3.3

Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Stage 3 Unrelated Vendor Shares. In addition, the issue of the Stage 3 unrelated Vendor Shares will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Stage 3 Unrelated Vendor Shares and will instead be required to pay the owed balance of $1,595,250 to the Stage 3 Unrelated Vendors in cash. Resolution 2 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Stage 3 Unrelated Vendor Shares.

3.4 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 2:

• (a) the Stage 3 Unrelated Vendor Shares will be issued to PNL Outlet, which is not a related party of the Company;

• (b) the maximum number of Stage 3 Unrelated Vendor Shares to be issued is up to that number of Shares which, when multiplied by the issue price set out in paragraph (d), equals $1,595,250. The Stage 3 Unrelated Vendor Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) the Stage 3 Unrelated Vendor Shares will be issued no later than 3 months after the date of the Meeting and it is intended that issue of the Stage 3 Unrelated Vendor Shares will occur on the same date;

• (d) the deemed issue price of the Stage 3 Unrelated Vendor Shares will be the ninety-day VWAP of Shares for the period ending on the date prior to issue, which is to be no later than 24 months after the date of Settlement, being 24 July 2021;

• (e) the Stage 3 Unrelated Vendor Shares will be issued for nil cash consideration as the Stage 3 Unrelated Vendor Shares are being issued as part consideration for the Acquisition;

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• (f) the Stage 3 Unrelated Vendor Shares are being issued to PNL Outlet under the Agreement, a summary of which is set out in Section 1;

• (g) the Stage 3 Unrelated Vendor Shares are not being issued under, or to fund, a reverse takeover; and

• (h) a voting exclusion statement is included in Resolution 2 of the Notice.

3.5 Dilution

Set out below is a worked example of the number of Stage 3 Unrelated Vendor Shares that may be issued under Resolution 2 based on an assumed issue price of $0.035 per Stage 3 Unrelated Vendor Share, being the volume weighted average price for Shares on the 5 days on which sales in Shares were recorded up to and including 7 May 2021, and the volume weighted prices which are 25% and 50% higher and 25% and 50% lower than that price.

Assumed	Maximum	Current Shares	Total number of	Dilution effect
issue price	number of	on issue as at	Shares on issue	on existing
$	Stage 3	the date of this	assuming the	Shareholders
	Unrelated	Notice 2	Company
	Vendor Shares		issued the
	which may be		maximum
	issued 1		amount
			pursuant to
			Resolution 2 3
$0.053 (50% increase)	30,385,714	537,846,761	568,232,475	5.35%
$0.044 (25% increase)	36,462,857	537,846,761	574,309,618	6.35%
$0.035	45,578,571	537,846,761	583,425,332	7.82%
$0.026 (25% decrease)	60,771,428	537,846,761	598,618,189	8.99%
$0.018 (50% decrease)	91,157,142	537,846,761	629,003,903	14.49%

Notes :

1. Rounded up to the nearest whole number.

2. There are currently 537,846,761 Shares on issue as at the date of this Notice and this table assumes no Options are exercised, no convertible securities converted or additional Shares issued, other than the maximum number of Shares which may be issued pursuant to Resolution 2 (based on the assumed issue prices set out in the table).

3. The Company notes that the above workings are an example only and the actual issue price may differ. This will result in the maximum number of Shares to be issued and the dilution percentage to also differ.

4. Shareholders should note that there is no limitation upon the maximum number of Stage 3 Unrelated Vendor Shares that may be issued to PNL Outlet (or its respective nominees). Accordingly, the issue of the Stage 3 Unrelated Vendor Shares may be highly dilutive to existing Shareholders if the market price of the Shares falls substantially prior to the issue of the Shares.

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GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given to that term at Section 1.1.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Agreement has the meaning given to that term at Section 1.1.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

Broadway has the meaning given to that term at Section 1.1.

Broadway Assets has the meaning given to that term at Section 1.1.

Broadway Tax means Broadway Tax Free Pty Ltd (ACN 605 338 181).

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.

Cash Consideration has the meaning given to that term in Section 1.2(a).

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Aumake Limited (ACN 150 110 017).

Constitution means the Company’s constitution.

Coral Legend means Coral Legend Pty Ltd (ACN 618 898 696).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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Equity Consideration has the meaning given to that term in Section 1.2.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Gold Port means Gold Port Souvenir Outlet Pty Ltd (ACN 618 898 794).

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Maxbuy means Maxbuy Australia Pty Ltd (ACN 604 557 986).

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

PNL Outlet means PNL Outlet Limited (an entity registered under the laws of New Zealand).

Proxy Form means the proxy form accompanying the Notice.

Related Party Vendors has the meaning given to that term at Section 1.3.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Stage 3 Related Party Shares has the meaning given to that term at Section 2.1.

Stage 3 Unrelated Vendor Shares has the meaning given to that term at Section 3.1.

Vendors has the meaning given to that term at Section 1.1.

VWAP means volume weighted average price.

14

Online meeting guide

Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID

• Australian residents Overseas Residents Appointed Proxies > Username > Username To receive your (SRN or HIN) and (SRN or HIN) and unique username and

• Password > Password (three-character password, please contact Computershare Investor

• (postcode of your country code) e.g. New Services on +61 3 9415

• registered address). Zealand - NZL; United 4024 during the online

• Kingdom - GBR; United States of America - USA; registration period which Canada - CAN. will open 1 hour before the start of the meeting.

• Meeting ID as provided > Username in the Notice of Meeting. (SRN or HIN) and

A full list of country codes is provided at the end of this guide.

Participating at the meeting

• 1 To participate in the meetingyou will be required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

• 2 To proceed into the meeting, you will need to read and accept the Terms & Conditions

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

• 4 To register as a proxyholder , select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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5 and enter your name and email address. To register as a guest , select 'Guest'

• 6 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.

• 8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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• 9 When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, tap one of the voting options. Your response will be highlighted

• To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

©2020 Computershare Limited. Computershare and the Computershare logo are registered trademarks of Computershare Limited. No part of this document can be reproduced, by any means, without the prior and express written consent of Computershare.

Need assistance?

Phone:

Aumake Limited ABN 79 150 110 017

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

Online:

www.investorcentre.com/contact

AUK

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 1:00 PM (AEST) on Wednesday, 23 June 2021.

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 under the help tab, "Printable Forms".

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

Samples/000001/000001

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

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Aumake Limited 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 General Meeting of Aumake Limited to be held Virtually on Friday, 25 June 2021 at 1:00 PM 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 Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is 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 Resolution 1 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

• 1 Issue of Stage 3 Equity Consideration to the Related Party Vendors

2 Issue of Stage 3 Equity Consideration to PNL Outlet Limited

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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.

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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
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A U K