YOJEE LIMITED — AGM Information 2021

Oct 24, 2021

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25 October 2021

ANNUAL GENERAL MEETING - NOTICE AND PROXY FORM

Dear Shareholder

Yojee Limited (Yojee or the Company) (ASX: YOJ) , is convening an Annual General Meeting of shareholders to be held on Tuesday 30 November 2021 at 9:00 am (WST) at 1176 Hay Street, West Perth, Western Australia 6005 ( Meeting ).

The Treasury Law Amendments (2021 Measure No. 1) Act 2021 facilitates the electronic dispatch of notices of meeting until 1 April 2022. Accordingly, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link:

https://www2.asx.com.au/markets/trade-our-cash-market/historical-announcements and by entering the code ‘YOJ’. You may vote by attending the Meeting in person, by proxy, or by appointing an authorised representative.

Voting in Person

To vote in person, attend the Meeting on the date and at the place as set out above. If possible, Shareholders are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, so that the Company may check the Shareholders' holding against the Company’s share register and note attendance.

Voting by Proxy

Appointment of Proxy: Shareholders who are entitled to attend and vote at the Meeting, may appoint a proxy to act generally at the Meeting and to vote on their behalf. The proxy does not need to be a Shareholder. A Shareholder that is entitled to cast two or more votes may appoint two proxies and should specify the proportion of votes each proxy is entitled to exercise. If a Shareholder appoints two proxies, each proxy may exercise half of the Shareholder's votes if no proportion or number of votes is specified.

Voting by proxy: A Shareholder can direct its proxy to vote for, against or abstain from voting on each Resolution by marking the appropriate box in the voting directions to your proxy section of the Proxy Form. If a proxy holder votes, they must cast all votes as directed. Any directed proxies that are not voted will automatically default to the Chairman, who must vote the proxies as directed in the Proxy Form. Proxy Forms must be received by 9:00am (WST) on 28 November 2021.

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. If you have any difficulties

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 52 143 416 53

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obtaining a copy of Notice of Meeting please contact the Company’s share registry, Computershare on, 1300 850 505 + (within Australia) or 61 (0)3 9415 4000 (overseas). To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting.

Alternative meeting participation

Shareholders may participate in the Meeting via an online facility (Zoom meeting) or via phone linked to the online facility. A web link and phone dial-in details are contained within your individualised proxy form. This facility will allow Shareholders to participate in a listen only capacity (direct questions will not be taken and no electronic voting will be possible). It is recommended that any questions be submitted in advance of the meeting via email to investor@yojee.com which will be best addressed at the Meeting.

Yours faithfully

By order of the Board Sonu Cheema

Company Secretary Yojee Limited

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 52 143 416 53

Yojee Limited ACN 143 416 531

Notice of Annual General Meeting

Notice is given that the Annual General Meeting will be held at:

Time : 9:00 AM (WST) Date : 30 November 2021 Place : 1176 Hay Street, West Perth, Western Australia 6005

Due to current COVID-19 restrictions, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at investor@yojee.com at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made.

Important

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 9:00am (WST) on 28 November 2021.

Business of the Meeting

Agenda

1. Financial Statements and Reports

To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2021, which includes the Financial Report, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

2. Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Annual Report for the financial year ended 30 June 2021.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Director – Ray Lee

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

“That, for the purposes of clause 14.2 of the Constitution, and for all other purposes, Ray Lee, a Director who, retires, and being eligible, is elected as a Director.”

4. Resolution 3 – Approval of 10% Issuance Capacity

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

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

5. Resolution 4 – Enable the issue of Performance Rights under an Employee Incentive Scheme – Yojee Incentive Performance Rights Plan

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 7.2 (Exception 13) and for all other purposes, approval is given to enable the Company to issue Performance Rights under the employee incentive scheme titled “Yojee Incentive Performance Rights Plan”, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is eligible to participate in the Yojee Incentive Performance Rights Plan, or any of their associates.

Voting Prohibition Statement: 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.

6. Resolution 5 – Approval to issue Performance Rights to Ed Clarke under the Yojee Incentive Performance Rights Plan

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

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue a total of 16,000,000 Performance Rights, comprising 6,000,000 Class A Performance Rights, 5,000,000 Class B Performance Rights and 5,000,000 Class C Performance Rights, to Ed Clarke (or his nominee/s), on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 (being a Director of the Company and any of their respective associates) who is eligible to participate in the Yojee Incentive Performance Rights Plan, or an associate of those persons.

Voting Prohibition Statement: 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.

Dated: 19 October 2021

By order of the Board

Sonu Cheema Company Secretary

Voting Exclusion Statements

Each Voting Exclusion Statement that applies to a Resolution as noted in the Agenda, does not apply to a vote cast in favour of that Resolution by:

• (a) a person as 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 of the meeting 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

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

Attendance and voting in person

Due to current government guidelines regarding COVID-19, persons proposing to attend the Annual General Meeting in person are requested to contact the Company by email at investor@yojee.com, at least 3 Business Days prior to the Meeting, so that appropriate arrangements can be made.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• (a) each Shareholder has a right to appoint a proxy;

• (b) the proxy need not be a Shareholder; and

• (c) 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 the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• (a) if proxy holders vote, they must cast all directed proxies as directed; and

• (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6489 1600.

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. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report at the Meeting. The Company will not provide a hard copy of the Annual Report to Shareholders unless specifically requested to do so. The Annual Report is available on the Company’s website at https://yojee.com/investors/asx-announcements.

There is no requirement for Shareholders to approve the Annual Report. However, the Chair will allow a reasonable opportunity for Shareholders to ask questions or make comments about the Annual Report and the management of the Company. Shareholders will also be given an opportunity to ask the auditor questions as permitted by the Corporations Act.

2. Resolution 1 – Adoption of Remuneration Report

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

The vote on Resolution 1 is advisory only and does not bind the Company or its Directors. However, the Board will actively consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company’s future remuneration policies and practices.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

3.

Resolution 2 – Re-Election of Director – Ray Lee

3.1

General

The Constitution sets out the requirements for determining which Directors are to retire at an annual general meeting.

Ray Lee, who has served as a Director since 9 March 2017 and was last re-elected by Shareholders on 28 November 2018, will retire in accordance with the Constitution and being eligible, seeks reelection from Shareholders.

3.2 Qualifications and other material directorships

Mr Lee is a well respected port development, port management and operations executive, with over forty years international industry experience. Mr Lee’s experience includes 15 years with P&O Ports in senior management roles and six years at Patricks Port Botany as General Manager. As General Manager of Stevedoring for Qube, Mr Lee was responsible for 32 bulk and general ports throughout Australia. Mr Lee’s latest corporate roles have been with DP World where he was northern hemisphere Director of the Gold Programme, which involved Executive Management succession planning for 10 ports on three continents. As Australian and New Zealand/Pacific Regional Director of Operations, Mr Lee played a key role in leading DP World’s Australasian port operations.

As Director of Portside Solutions, Mr Lee consults on significant projects for port companies including APM Terminals and DP World, as well as Australian Port Authorities. More recently, Portside has been engaged in examining pit to port solutions for multiple mining and bulk commodity companies throughout Africa, South America and Australia as well as General Management coverage to DP World’s Australasian terminals.

Mr Lee does not currently hold any other material directorships.

3.3 Independence

The Board considers that Mr Lee is an independent director.

3.4 Board recommendation

The Board supports the election of Mr Lee and recommends that Shareholders vote in favour of Resolution 2 because the Board considers that the experience, expertise and skills of Mr Lee assist the Board in fulfilling its responsibilities.

4.

Resolution 3 – Approval of 10% Issuance Capacity

4.1 General

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 securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

An "eligible entity" means an entity which is not included in the S&P/ASX300 Index and which has a market capitalisation of $300 million or less at the date of the Meeting. The Company is an eligible entity for these purposes as at the date of this Notice (based on the closing price and quantity of its Shares on 14 October 2021, being $0.20 multiplied by 1,127,703,890 Shares = $225,540,778).

Resolution 3 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval ( Additional Issuance Capacity ).

If Resolution 3 is not passed, the Company will not be able to access the Additional Issuance Capacity and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

The Board considers it is in the Company’s best interests to have the opportunity to take advantage of the flexibility to issue additional securities provided under ASX Listing Rule 7.1A. As at the date of this Notice, no decision has been made by the Board to undertake any issue of securities under the Additional Issuance Capacity if Shareholders approve Resolution 3. The Board unanimously recommend that Shareholders vote in favour of Resolution 3.

The information below provides more background on ASX Listing Rule 7.1A and the disclosure required by ASX Listing Rule 7.3A.

4.2 Technical information required by ASX Listing Rule 7.3A

(a) Securities that may be issued under the Additional Issuance Capacity

Under the Additional Issuance Capacity, the Company must issue Equity Securities belonging to an existing quoted class of the Company's Equity Securities. As at the date of this Notice, the Company has on issue one class of quoted Equity Securities, being fully paid ordinary shares (ASX Code: YOJ ).

(b)

Minimum issue price

Equity Securities issued under the Additional Issuance Capacity must be issued for cash consideration per security which is not less than 75% of the volume weighted average market price for the securities in that class, calculated over the 15 ASX trading days on which trades of securities in that class were recorded immediately before:

• (i) the date on which the price at which the securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the securities are not issued within 10 ASX trading days of the date in paragraph (i) above, the date on which the securities are issued.

The Company will disclose this information when Equity Securities are issued under the Additional Issuance Capacity.

(c) Period for which approval will be valid

Shareholder approval of the Additional Issuance Capacity will be valid for the period commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) the date that is 12 months after the date of the Meeting; or

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) if the Company receives Shareholder approval for a proposed transaction under ASX Listing Rule 11.1.2 (significant change to the nature or scale of activities) or

ASX Listing Rule 11.2 (disposal of main undertaking), the time and date of that approval,

(Additional Issuance Period).

(d) Dilution risks

If Equity Securities are issued under the Additional Issuance Capacity, there is a risk of economic and voting dilution of existing Shareholders, including the following risks:

• (i) the market price for Equity Securities in the class of securities issued under the Additional Issuance Capacity may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A (that is, the date of the Meeting, if Resolution 3 is approved); and

• (ii) the Equity Securities may be issued under the Additional Issuance Capacity at a discount to the market price for those Equity Securities on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the potential dilution of existing Shareholders on the basis of the market price of Shares and the number of ordinary securities for variable "A" calculated in accordance with the formula in ASX Listing Rule 7.1A.2, both as at 14 October 2021.

The table also shows:

• (iii) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue as at 14 October 2021. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlement offer or securities issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future general meeting; and

• (iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the market price as at 14 October 2021.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Dilution	Dilution	Dilution
	Issue Price (per Share)	$0.10 50% decrease in Issue Price	$0.20 Issue Price	$0.30 50% increase in Issue Price
1,127,703,890 (Current Variable A)	Shares issued - 10% voting dilution	112,770,389	112,770,389	112,770,389
	Funds Raised	$11,277,039	$22,554,078	$33,831,117
1,691,555,835 (50% increase in Variable A)	Shares issued – 10% voting dilution	169,155,584	169,155,584	169,155,584
	Funds Raised	$16,915,558	$33,831,117	$50,746,675
2,255,407,780 (100% increase in Variable A)	Shares issued – 10% voting dilution	225,540,778	225,540,778	225,540,778
	Funds Raised	$22,554,078	$45,108,156	$67,662,233

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are currently 1,127,703,890 Shares on issue.

2. The issue price set out above is the closing price of the Shares on the ASX on 14 October 2021.

3. The Company issues the maximum possible number of Equity Securities under the Additional Issuance Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The issue of Equity Securities under the Additional Issuance Capacity consists only of Shares and the consideration provided for those Shares is cash. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

7. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

(e) Purpose of issues under Additional Issuance Capacity

The Company may issue Equity Securities under the Additional Issuance Capacity to raise cash to fund the following:

• (i) general working capital expenses;

• (ii) activities associated with its current business;

• (iii) repayment of debt; or

• (iv) the acquisition of new assets and investments (including any expenses associated with such an acquisition).

The Company will comply with the disclosure requirements of ASX Listing Rule 7.1A.4 on issue of any Equity Securities pursuant to the approval sought by Resolution 3.

(f)

Allocation policy under Additional Issuance Capacity

The Company's allocation policy and the identity of the recipients of Equity Securities issued under the Additional Issuance Capacity will be determined on a case-by-case basis at the time of issue and in the Company's discretion.

No decision has been made in relation to an issue of Equity Securities under the Additional Issuance Capacity, including whether the Company will engage with new investors or existing Shareholders, and if so the identities of any such persons.

However, when determining the allocation policy and the identity of the recipients, the Company will have regard to the following considerations:

• (i) prevailing market conditions;

• (ii) the purpose for the issue of the Equity Securities;

• (iii) the financial situation and solvency of the Company;

• (iv) impacts of the placement on control;

• (v) other methods of raising capital; and

(vi) advice from corporate, financial and broking advisers (if applicable).

Recipients may include existing Shareholders or new investors, but not persons who are related parties or associates of related parties of the Company. If the issue is made in connection with the acquisition of assets, the recipients may be the sellers of those assets.

(g) Previous issues under the Additional Issuance Capacity

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 November 2020 ( Previous Approval ).

The Company has not issued or agreed to issue any Shares pursuant to the Previous Approval in the 12 months prior to the date of the Meeting.

4.3 Voting exclusion

At the time of dispatching this Notice, the Company is not proposing to make an issue of Equity Securities under the Additional Issuance Capacity, and a voting exclusion statement is therefore not included in this Notice.

5. Resolution 4 – Enable the issue of Performance Rights under an Employee Incentive Scheme – Yojee Incentive Performance Rights Plan

5.1 General

The Company first obtained Shareholder approval to enable the issue of Performance Rights under its employee incentive scheme titled ‘Yojee Incentive Performance Rights Plan’ ( Plan ) on 26 April 2016 and further Shareholder approval was obtained on 28 November 2018.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the implementation of the Plan and future issues of Performance Rights under the Plan will provide selected directors, employees and consultants with the opportunity to participate in the future growth of the Company.

Resolution 4 seeks Shareholder approval for the renewal of this approval to enable the issue of Performance Rights under the Plan in reliance on ASX Listing Rule 7.2 Exception 13.

5.2

ASX Listing Rules 7.1 and 7.2 Exception 13

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

Certain issues of equity securities are exempt from the restrictions of ASX Listing Rule 7.1, and are effectively disregarded for the purposes of determining the number of equity securities that a listed company has issued within a 12 month period.

ASX Listing Rule 7.2 Exception 13 creates an exception from Listing Rule 7.1 for the issue of equity securities pursuant to an employee incentive scheme for a period of 3 years after either:

• (a) the listing of the company, provided that the terms of the employee incentive scheme and the maximum number that may be issued under the scheme were set out in the company’s listing prospectus; or

• (b) shareholders have approved the issue of securities under the employee incentive scheme being an exception from ASX Listing Rule 7.1, provided that the notice of meeting included a summary of the terms of the employee incentive scheme and certain required disclosures

about the number of securities previously issued under the scheme and the maximum number that may be issued under the scheme.

The exemption is only available for the issue of equity securities under the employee incentive scheme up to the maximum number stated in the prospectus or notice of meeting, as applicable. The exemption also ceases to be available if there is a material change to the terms of the employee incentive scheme after shareholder approval has been obtained.

5.3

Effect of the Resolution

Resolution 4 seeks Shareholder approval for the issue of Performance Rights under the Plan to be an exception from Listing Rule 7.1 for a period of 3 years.

If Shareholders approve this Resolution, any issue of Performance Rights under the Plan over the 3 years after the date of the Meeting (up to the maximum number calculated as set out in Section 5.5(c)) will not use up a portion of the Company’s Placement Capacity when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it grants Performance Rights under the Plan.

It should be noted that if the Resolution is passed, the Company will only be able issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval. Any proposed issue of Performance Rights to a Director or other related party, or any of their associates, under the Plan will require prior Shareholder approval under ASX Listing Rule 10.14. Resolution 5 seeks such approval in respect of the proposed grant of Performance Rights to Ed Clarke, Managing Director.

If Shareholders do not approve this Resolution, the Company may still decide in future to grant Performance Rights to eligible employees and consultants who are unrelated parties under the Plan, but each such issue will not be exempt from Listing Rule 7.1 and will use up a portion of the Company’s Placement Capacity at the relevant time made (unless another exemption from Listing Rule 7.1 is applicable). The issue of Performance Rights under the Plan in those circumstances would therefore reduce the Company’s ability to issue equity securities without seeking Shareholder approval.

5.4 Directors’ recommendation

Approval of this Resolution will enable the Company to preserve its flexibility under its Placement Capacity when it issues Performance Rights under the Plan for the period of 3 years after the Meeting. Directors are eligible to be offered Performance Rights under the Plan, however, any proposed grant of Performance Rights to a Director or their associates requires prior Shareholder approval under Listing Rule 10.14 before it can be made, and the passing of this Resolution will not enable the Company to issue any equity securities to a Director or their associates. The Directors recommend that Shareholders vote in favour of this Resolution.

5.5 Technical information required by Listing Rule 7.2 Exception 13

Pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution:

• (a) a summary of the Plan is set out at Schedule 1;

• (b) the total number of Performance Rights granted under the Plan since it was last approved by Shareholders on 28 November 2018 is as follows:

• (i) 2,000,000 performance rights issued on 6 May 2019;

• (ii) 1,500,000 performance rights issued on 26 September 2019;

• (iii) 5,709,696 performance rights issued on 27 November 2019;

• (iv) 9,601,131 performance rights issued on 23 November 2020; and

• (v) 212,109 performance rights issued on 10 March 2021.

• (c) the maximum number of Performance Rights to be issued under the Plan (other than issues approved by Shareholders under ASX Listing Rule 10.14) following approval under this Resolution at any given time, unless otherwise approved by Shareholders, will be 56,385,194 (being 5% of the number of the Company’s fully paid ordinary shares on issue at the date of this Notice – 1,127,703,890 Shares).

6. Resolution 5 – Approval of issue of Performance Rights to Director (Ed Clarke)

6.1 General

The Company has agreed, subject to Shareholder approval, to issue Performance Rights to Ed Clarke (or his nominee) pursuant to the Plan. The Board is committed to incentivising and retaining Key Management Personnel in a manner which promotes alignment of their interests with the interests of the Company and its shareholders. As a result, the Board wishes to issue 16,000,000 Performance Rights to Managing Director, Mr Edward Clarke under the Plan, which is intended to reward Mr Clarke for his past performance and incentivise him in his ongoing role as Managing Director of the Company.

Resolution 5 seeks Shareholder approval for the issue of all of these Performance Rights.

6.2 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 Performance Rights constitutes giving a financial benefit. Mr Clarke is a related party of the Company by reason of being a Director.

Section 211 of the Corporations Act provides that shareholder approval under section 208 is not required if the financial benefit to be provided to the related party is remuneration as an officer or employee of the company and to give remuneration would be reasonable given the circumstances of the company giving the remuneration and the related party’s circumstances (including responsibilities involved in the office or employment).

In the circumstances, the Directors (other than Ed Clarke, who did not participate in the decision due to their respective material personal interest in Resolution 5) have determined that the exception in section 211 of the Corporations Act applies in relation to the proposed issue of Performance Rights under Resolution 5.

6.3 ASX Listing Rule 10.14

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, an entity must not issue, or agree to issue, equity securities to:

• (a) a related party;

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

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

• (d) an associate of a person referred to in paragraphs (a), (b), or (c) above; or

• (e) a person whose relationship with the entity or a person referred to in any of paragraphs (a) to (d) above is such that, in ASX’s opinion the issue or agreement should be approved by securityholders,

unless it obtains the approval of its ordinary security holders.

ASX Listing Rule 10.12 Exception 8 makes an exception from ASX Listing Rule 10.11 for issues of equity securities to related parties who participate in the issue of securities under an employee incentive scheme with shareholder approval.

ASX Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

• (a) a director;

• (b) an associate of a director; or

• (c) a person whose relationship with the company, or with a director or associate of a director, 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.

As the issue of the Performance Rights constitutes the issue of equity securities to directors of the Company under the Plan, Shareholder approval pursuant to ASX Listing Rule 10.14 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.16 do not apply in the current circumstances.

The Company therefore seeks the required Shareholder approval for the issue of the Performance Rights, under and for the purposes of Listing Rule 10.14.

6.4

ASX Listing Rule 7.1

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Performance Rights if approval is obtained under ASX Listing Rule 10.14. Accordingly, the issue of Performance Rights to Mr Clarke (or his nominee/s), if approved, will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

6.5 Effect of the Resolution

If Resolution 5 is passed, then the Company will be able to proceed with the issue of those Performance Rights to Mr Clarke (or his nominee/s).

If Resolution 5 is not passed, then the Company will not be able to proceed with the issue of Performance Rights to Mr Clarke (or his nominee/s). The Company may have to consider alternative methods of providing incentivisation or remuneration to Mr Clarke, which may take the form of cashbased payments, which would potentially reduce the Company’s cash reserves.

Resolution 5 is an ordinary resolution and is not conditional on the passing of Resolution 1.

6.6 Board Recommendation

The Board (other than Ed Clarke who declines to give a recommendation given his material personal interest in the outcome of the Resolution) recommend that Shareholders vote in favour of Resolution 5.

6.7 Technical information required by ASX Listing Rule 10.15

Pursuant to and in accordance with ASX Listing Rule 10.15, the following information is provided in relation to the issue of the Performance Rights the subject of Resolution 5:

• (a) the Performance Rights will be issued to Ed Clarke (or his nominee(s));

• (b) Ed Clarke is a Director of the Company and falls within the category of persons described in ASX Listing Rule 10.14.1;

• (c) the maximum number of Performance Rights to be issued to be issued to Mr Clarke (or his nominee(s)) is 16,000,000 allocated across 3 classes as follows:

Class	Quantity
A	6,000,000
B	5,000,000
C	5,000,000

• (d) the current total remuneration package of Mr Clarke (before the issue of the Performance Rights the subject of Resolution 5) is as follows:

Salary (inclusive of statutory superannuation contributions)	$300,000 per annum
Total	$300,000 per annum
Performance Rights (subject to shareholder approval of Resolution 5)	$1,158,100 Refer to the valuation of these Performance Rights at Section 6.7(h)

• (e) no securities have previously been issued to Ed Clarke under the Plan;

• (f) the Performance Rights will be granted on the terms and conditions set out in Schedule 2 which include the following vesting conditions:

Class	Vesting Conditions
A	The 15- trading day volume weighted average price of Shares is not less than $0.25
B	The 15- trading day volume weighted average price of Shares is not less than $0.30

C The 15-trading day volume weighted average price of Shares is not less than $0.50

• (g) the Performance Rights are being offered as an incentive-based component of Mr Clarke’s remuneration package which is considered a cost-effective remuneration practice and will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given. In addition, it is considered that the grant of the Performance Rights will align the interests of Mr Clarke with those of Shareholders;

• (h) the value of the Performance Rights is set out in the table below. The valuation has been completed by the Company at fair value in accordance with Monte Carlo and Black Scholes method and based on the assumptions set out below:

Assumption	Class A	Class B	Class C
Valuation Date	11/10/2021	11/10/2021	11/10/2021
Shareprice	$0.20	$0.20	$0.20
End Date	30 March 2022	30 June 2022	30 June 2023
Indicative Value ($) (per Performance Right)	$0.0721	$0.0703	$0.0748
Quantity	6,000,000	5,000,000	5,000,000
Value ($) (Sub-totals)	$432,600	$351,500	$374,000
Value ($) (Total)	$1,158,100

• (i) the Performance Rights will be issued no later than 3 years after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules), and it is intended that the Performance Rights will all be granted on the same date;

• (j) the Performance Rights will be issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Performance Rights as the purpose of the issue is to provide an equity incentive as part of the remuneration package for Mr Clarke;

• (k) a summary of the material terms of the Plan is set out in Schedule 1;

• (l) no loan will be made in relation to the issue of the Performance Rights;

• (m) details of any securities issued under the Plan will be published in the annual report of the entity relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (n) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 5 is approved and who are not named in the Notice will not participate until approval is obtained under that Rule.

Glossary

$ means Australian dollars.

Additional Issuance Capacity has the meaning given in Section 4.1.

Annual General Meeting or Meeting means the annual general meeting of the Company convened by this Notice.

Annual Report means the Directors' Report, the Financial Report and Auditor's Report in respect to the financial year ended 30 June 2021.

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.

ASX Listing Rules means the Listing Rules of ASX.

Auditor's Report means the auditor's report on the Financial Report

Board means the current board of directors of the Company.

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

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) 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 Yojee Limited (ACN 143 416 531).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

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.

Meeting or General Meeting means the meeting of the Company convened by this Notice.

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

Option means an option to acquire a Share.

Performance Right means a performance right issued by the Company the subject of Resolution 5 on the terms and conditions set out in Schedule 2.

Placement Capacity has the meaning in Section 5.2.

Plan or Yojee Incentive Performance Rights Plan means the employee incentive scheme the subject of Resolution 2 as summarised in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s Report.

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.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

WST means Western Standard Time as observed in Perth, Western Australia.

Schedule 1 – Summary of principle terms of the Yojee Incentive Performance Rights Plan

The principle terms of the Plan are summarised below:

• (a) Eligibility : Participants in the Plan may be:

• (i) a Director (whether executive or non-executive) of the Company and any Associated Body Corporate of the Company (each a Group Company );

• (ii) a full or part time employee of any Group Company;

• (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or

• (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan ( Eligible Participants ).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for up to a specified number of Performance Rights, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.

(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Performance Rights offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

• (d) Issue price: Performance Rights issued under the Plan will be issued for nil cash consideration.

• (e) Vesting Conditions: An Performance Right may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Performance Rights.

(f) Vesting : The Board may in its absolute discretion by written notice to a Participant (being an Eligible Participant to whom Performance Rights have been granted under the Plan or their nominee where the Performance Rights have been granted to the nominee of the Eligible Participant), resolve to waive any of the Vesting Conditions applying to Performance Rights due to:

• (i) Special Circumstances arising in relation to a Relevant Person in respect of those Performance Rights; or

• (ii) a Change of Control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (g) Lapse : A Performance Right will lapse upon the earlier to occur of:

• (i) an unauthorised dealing in, or hedging of, the Performance Right;

• (ii) a Vesting Condition in relation to the Performance Right is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to waive the Vesting Conditions and vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Right to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iii) in respect of unvested Performance Rights only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Performance Right in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

• (v) a winding up resolution or order is made and the Board does not exercise its discretion to vest the Performance Right;

• (vi) the expiry date of the Performance Right.

(h) Not transferrable : Performance Rights are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

(i) Shares : Shares resulting from the exercise of the Performance Rights shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue.

• (j) Quotation of Shares : If Shares of the same class as those issued upon exercise of Performance Rights issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.

• (k) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Performance Rights up to a maximum of seven (7) years from the grant date of the Performance Rights. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

• (l) No Participation Rights : There are no participating rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

• (m) Change in exercise price of number of underlying securities : A Performance Right does not confer the right to a change in exercise price or in the number of underlying Shares over which the Performance Right can be exercised.

• (n) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (o) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Performance Right granted under the Plan including giving any amendment retrospective effect.

• (p) Trust : The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Performance Rights, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

Definitions : Capitalised terms used in the above summary are as defined in the Plan, including:

Associated Body Corporate means:

• (a) a related body corporate (as defined in the Corporations Act) of the Company;

• (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and

• (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

Change of Control means:

• (a) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at least 50.1% of the Company’s issued Shares;

• (b) a court approves, under section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

Relevant Person means:

• (a) in respect of an Eligible Participant, that person; and

• (b) in respect of a nominee of an Eligible Participant, that Eligible Participant.

Special Circumstances means:

• (a) a Relevant Person ceasing to be an Eligible Participant due to:

• (i) death or Total or Permanent Disability of a Relevant Person; or

• (ii) Retirement or Redundancy of a Relevant Person;

• (b) a Relevant Person suffering Severe Financial Hardship;

• (c) any other circumstance stated to constitute “Special Circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or

• (d) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant.

Schedule 2 – Terms and Conditions of Performance Rights

(a) Plan Rules

Each Performance Right is issued subject to the rules of the Yojee Incentive Performance Rights Plan and otherwise on the following terms and conditions.

(b)

Entitlement

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

(c)

Grant and exercise price

No cash consideration is payable on the issue of or exercise of a Performance Right.

(d)

Expiry Date

Unless otherwise determined by the rules of the Yojee Incentive Performance Rights Plan, each Performance Right will expire at 5:00 pm (WST) on:

Class	Expiry Date
A	30 March 2022
B	30 June 2022
C	30 June 2023

(each an Expiry Date ). A Performance Right not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e)

Vesting Conditions

The Performance Rights will vest as follows:

Class	Vesting Conditions
A	The 15- trading day volume weighted average price of Shares is not less than $0.25
B	The 15- trading day volume weighted average price of Shares is not less than $0.30
C	The 15-trading day volume weighted average price of Shares is not less than $0.50

(each, a Vesting Condition ).

(f) Exercise Period

The Performance Rights are exercisable at any time on and from the date upon which the relevant Vesting Conditions have been satisfied, until the Expiry Date ( Exercise Period ).

(g)

Notice of Exercise

The Performance Rights may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Performance Rights certificate ( Notice of Exercise ).

(h) Timing of issue of Shares on exercise

Following the date of receipt of a validly issued Notice of Exercise and within the time period specified by the ASX Listing Rules, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Performance Rights specified in the Notice of Exercise; and

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

Also, if required, the Company will give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ), or, if the Company is unable to issue a Cleansing Notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. If a Cleansing Notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (i) Shares issued on exercise

Shares issued on exercise of the Performance Rights rank equally with the then issued Shares of the Company.

(j) Reconstruction of capital

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

(k) Participation in new issues

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

(l) Change in exercise price or number of underlying securities

A Performance Right does not confer a change in the number of underlying securities over which the Performance Right can be exercised.

(m) No voting or dividend rights

A Performance Right does not carry any voting rights or entitle the holder to any dividends.

(n) Rights on winding up

A Performance Right does not confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company. The Performance Rights do not confer any right to a return of capital, whether in winding up, upon reduction of capital or otherwise.

(o) Transferability

A Performance Right is not transferable.

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