ZIMI LIMITED — AGM Information 2018

Oct 29, 2018

QUANTIFY TECHNOLOGY HOLDINGS LIMITED ACN 113 326 524

NOTICE OF ANNUAL GENERAL MEETING

TIME : 8.45am DATE : 30 November 2018 PLACE : Ground Floor 216 St Georges Terrace Perth WA 6000

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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6268 2622.

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CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	15
Schedule 1 – Terms and Conditions of Performance Shares	17
Proxy Form	20
IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 8.45am (WST) on Friday, 30 November 2018 at:

Ground Floor, 216 St Georges Terrace, Perth WA 6000

Your vote is important

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

Voting eligibility

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 4.00pm (WST) on 28 November 2018.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

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:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• 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.

Sections 250BB and 250BC of the Corporations Act provide that:

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

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

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the director’s report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass 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 Company’s annual financial report for the financial year ended 30 June 2018.”

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.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK LAPINS

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

“That, for the purpose of clause 58 of the Constitution and for all other purposes, Mark Lapins, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – ELECTION OF DIRECTOR – BRETT SAVILL

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

“That, for the purpose of clause 56.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Brett Savill, a Director having been appointed on 25 May 2018 and holding office until this annual general meeting, and being eligible, is re-elected as a Director.”

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4. RESOLUTION 4 – ELECTION OF DIRECTOR – PETER ROSSDEUTSCHER

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

“That, for the purpose of clause 56.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Peter Rossdeutscher, a Director having been appointed on 1 October 2018 and holding office until this annual general meeting, and being eligible, is re-elected as a Director.”

5. RESOLUTION 5 – ELECTION OF DIRECTOR – GARY CASTLEDINE

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

“That, for the purpose of clause 56.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Gary Castledine, a Director having been appointed on 1 October 2018 and holding office until this annual general meeting, and being eligible, is re-elected as a Director.”

6. RESOLUTION 6 – APPROVAL FOR ISSUE OF PERFORMANCE SHARES TO DIRECTORS

To consider and, if thought fit, to pass each of the following resolutions as a separate ordinary resolution :

Resolution 6.1 Approval for the Issue of Performance Shares to Mr Brett Savill

That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue of up to 40,000,000 Performance Shares to Mr Brett Savill on the terms set out in the Explanatory Statement, be and is hereby approved.

Resolution 6.2 Approval for the Issue of Performance Shares to Mr Peter Rossdeutscher

That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue of up to 20,000,000 Performance Shares to Mr Peter Rossdeutscher on the terms set out in the Explanatory Statement, be and is hereby approved.

Resolution 6.3 Approval for the Issue of Performance Shares to Mr Gary Castledine

That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, the issue of up to 20,000,000 Performance Shares to Mr Gary Castledine on the terms set out in the Explanatory Statement, be and is hereby approved.

ASX Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution 6 by or on behalf of Messrs Brett Savill, Peter Rossdeutscher, and Gary Castledine (or their nominees), or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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.

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7. RESOLUTION 7 – APPROVAL OF 10% PLACEMENT CAPACITY

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

That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement forming part of this Notice.

Voting Exclusion : The Company will disregard any votes cast in favour of this Resolution by or on behalf of any 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) if the Resolution is passed or any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 16 October 2018

By order of the Board

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Neville Bassett Company Secretary

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E X P L A N A T O R Y S T A TE M E NT

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.

The Directors recommend that Shareholders vote in favour of all Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.quantifytechnology.com

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

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 Annual General Meeting.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK LAPINS

3.1 General

The Company’s Constitution requires that one third of the Company’s directors must retire at each AGM. Accordingly, Mr Lapins will retire by rotation and, being eligible, offers himself for re-election.

3.2 Qualifications and experience

Mark is a leading innovator in the field of IP Communications Technology and Solutions. He has extensive business acumen and experience in the sector, having spent almost twenty years providing solutions as a s as successfully building up and selling two communications technology companies, one of which was acquired by global company Scheidner Electric in 2018.

3.3 Board recommendation

The Board supports the re-election of Mark Lapins and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – ELECTION OF DIRECTOR – BRETT SAVILL

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Brett Savill, having been appointed by other Directors on 25 May 2018 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

4.2 Qualifications and experience

Mr Savill has a 25-year track record in technology, media and telecoms and is a leader focussed on growth and transformation. He has also worked on, or advised more than 30 M&A transactions. A former partner of Price Waterhouse Coopers (UK) for 8 years, Mr Savill has also served as CEO of Free TV; the industry body representing Australia's commercial free-to-air television broadcasters. Prior to this, he held the position of Director of Strategy and Corporate Development & Head of Government Relations for Bai Communications, before being appointed as CFO of the organisation.

Mr Savill held the position of Director at Mainsheet Corporate, which provides strategic, operational and transaction advice to major corporates and private equity clients. He also served as a Non-Executive Director of Search Optics; a digital marketing company that turns virtual traffic into measurable results. Brett Savill holds a Master of Business Administration from the University of Warwick, Bachelor of Arts (Hons) from the University of Kent and is a member of the AICD.

4.3 Board recommendation

The Board supports the re-election of Brett Savill and recommends that Shareholders vote in favour of Resolution 3.

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5. RESOLUTION 4 – ELECTION OF DIRECTOR – PETER ROSSDEUTSCHER

5.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Peter Rossdeutscher, having been appointed by other Directors on 1 October 2018 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

5.2 Qualifications and experience

Mr Rossdeutscher has more than twenty years’ experience leading global technology companies. He has held previous roles such as Managing Director of Gateway Asia and was responsible for building the business in the Asia region from infancy, to a $320M division of this former US $8 billion, Fortune 500 company. He also held the role as Managing Director of Targus’s Asia Pacific branch and led an international team of 200+ staff across all functions, which transformed the business and realised revenue growth from SGD$75M to SGD$160M over a 5-year period.

Mr Rossdeutscher currently sits as Non-Executive Director and Chairman of CSA Mining Industry Consultants and is a Fellow of the Australian Institute of Company Directors (AICD). He is a former national finalist in the Austmine Champion of Innovation Awards and is an Adjunct Professor of Strategy and Innovation at University of Western Australia. He has extensive commercial board and strategic advisory experience in the areas of entrepreneurship, innovation, and commercial strategy. Peter Rossdeutscher’s extensive experience will contribute significant value to the Company as it enters into its next stage of international growth.

5.3 Board recommendation

The Board supports the re-election of Peter Rossdeutscher and recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5 – ELECTION OF DIRECTOR – GARY CASTLEDINE

6.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Gary Castledine, having been appointed by other Directors on 1 October 2018 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

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6.2 Qualifications and experience

Mr Castledine has a highly successful career in capital markets, which spans more than 25 years. With strong expertise in stockbroking, corporate advisory and investment banking, he is a Founding Director of Perth based Westar Capital, a corporate finance specialist with strong high net worth and institutional contacts. Under this role, Mr Castledine has participated in a range of capital raisings and Initial Public Offerings (IPO’s) across a broad spectrum of industries. He thrives on working with young companies and helping them transition into successful, high-value organisations.

Gary’s finance career started in 1993, where he spent a decade spent developing his skills as a stockbroker, before moving into a corporate advisory role, where he became involved in investment banking. Before establishing Westar Capital, he was a founder, Chairman and Managing Director of Indian Ocean Capital, a successful, specialist boutique securities dealer and corporate advisory firm. Gary is active in contributing to his community and has been a long-time supporter of Parkerville Children and Youth Care (Inc). He joined their Finance Committee in 2009 and has been on the Board of Directors since 2012. Gary will contribute skills in corporate advisory, financial structuring and capital raising to the Quantify Technology board.

6.3 Board recommendation

The Board supports the re-election of Gary Castledine and recommends that Shareholders vote in favour of Resolution 5.

7. RESOLUTION 6 – APPROVAL FOR ISSUE OF PERFORMANCE SHARES TO DIRECTORS

7.1 General

The Company has agreed, subject to obtaining Shareholder approval and approval from ASX, to issue Performance Shares to selected directors, as follows:

• (i) up to 40,000,000 Performance Shares to Mr Savill, which, subject to satisfaction of vesting criteria, can convert to up to 40,000,000 Shares (Resolution 6.1);

• (ii) up to 20,000,000 Performance Shares to Mr Rossdeutscher, which, subject to satisfaction of vesting criteria, can convert to up to 20,000,000 Shares (Resolution 6.2); and

• (iii) up to 20,000,000 Performance Shares to Mr Castledine, which, subject to satisfaction of vesting criteria, can convert to up to 20,000,000 Shares (Resolution 6.3).

The role and responsibilities of these Directors is material to the success of Quantify.

The Board has determined that the anticipated time commitment, contacts and skills of the Directors cannot be adequately remunerated by a conventional fee for service basis and believe that an equity incentive linked to appropriate vesting conditions over time will provide the best possible alignment of Board and shareholder interests, all things considered.

The Company notes that, in accordance with the ASX Listing Rules, the Company must seek confirmation from ASX that the terms and number of Performance Shares are appropriate and equitable (ASX Listing Rule 6.1). The Company has applied for this confirmation, however, as at the date of this Notice of Meeting, the confirmation is yet to be obtained from ASX.

There is therefore a risk that ASX confirmation may not be obtained or that ASX may require some changes to the terms of the Performance Shares. If ASX approval is not obtained, Resolution 6 will be withdrawn.

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7.2 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 grant of Performance Shares constitutes giving a financial benefit and Mr Brett Savill, Mr Peter Rossdeutscher and Mr Gary Castledine are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Brett Savill who has a material personal interest in Resolution 6.1) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Shares because the agreement to issue the Performance Shares, reached as part of the remuneration package for Mr Brett Savill, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Directors (other than Mr Peter Rossdeutscher who has a material personal interest in Resolution 6.2) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Performance Shares because the agreement to issue the Performance Shares, reached as part of the remuneration package for Mr Peter Rossdeutscher, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

The Directors (other than Mr Gary Castledine) who has a material personal interest in Resolution 6.3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Performance Shares because the agreement to issue the Performance Shares, reached as part of the remuneration package for Mr Gary Castledine, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

7.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of the Performance Shares involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

7.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 6.1, 6.2 and 6.3:

• (a) the Performance Shares will be granted to Mr Brett Savill, Mr Peter Rossdeutscher, and Mr Gary Castledine (or their nominees);

• (b) a total of 80,000,000 Performance Shares will be issued as follows;

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• (i) Mr Brett Savill 40,000,000 Performance Shares as follows:

  • (A) 10,000,000 Tranche 1 Performance Shares;

  • (B) 10,000,000 Tranche 2 Performance Shares; and

  • (C) 20,000,000 Tranche 3 Performance Shares,

• (ii) Mr Peter Rossdeutscher, 20,000,000 Performance Shares as follows:

  • (A) 5,000,000 Tranche 1 Performance Shares;

  • (B) 5,000,000 Tranche 2 Performance Shares; and

  • (C) 10,000,000 Tranche 3 Performance Shares,

• (iii) Mr Gary Castledine 20,000,000 Performance Shares as follows:

  • (A) 5,000,000 Tranche 1 Performance Shares;

  • (B) 5,000,000 Tranche 2 Performance Shares; and

  • (C) 10,000,000 Tranche 3 Performance Shares.

• (c) the Performance Shares will be issued no later than 1 month 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 issue of the Performance Shares will occur on the same date;

• (d) the Performance Shares will be issued for nil cash consideration, accordingly no funds will be raised; and

• (e) the terms and conditions of the Performance Shares are set out in Schedule 1.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Performance Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of the Performance Shares to Mr Brett Savill, Mr Peter Rossdeutscher and Mr Gary Castledine (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

8. RESOLUTION 7 – APPROVAL OF 10% PLACEMENT CAPACITY

8.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 7, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 8.2 below).

The effect of Resolution 7 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 7 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 7 for it to be passed.

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8.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation (at the date of this Explanatory Statement) of $6,589,526.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: QFY).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rules 7.1 or 7.4; and

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

8.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

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• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 8.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 7 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the number of Equity Securities currently on issue.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue			Dilution
	Number of Shares issued under 10% Placement Capacity	Funds raised based on issue price of $0.006 (50% decrease in issue price)	Funds raised based on issue price of $0.012 (issue price)	Funds raised based on issue price of $0.024 (100% increase in issue price)
549,127,232 (Current)	54,912,723	$329,476	$658,953	$1,317,905
823,690,848 (50% increase)	82,369,084	$494,215	$988,429	$1,976,858
1,098,254,464 (100% increase)	109,825,446	$658,953	$1,317,905	$2,635,811

*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. The current shares on issue are the Shares on issue as at 16 October 2018.

2. The issue price set out above is the last closing price of the Shares on the ASX prior to the date of this Notice.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement 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.

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1. 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.

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

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for the continued commercialisation of Quantify’s IoT solution and for general working capital; or

• (ii) as non-cash consideration for the acquisition of new assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to a number of factors, including:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; and

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

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice but may include existing Shareholders and/or new investors who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments, it is possible that the allottees under the 10% Placement Capacity will be the vendors of the new assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

8.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 7.

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G L O S S A R Y

$ means Australian dollars.

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.

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) 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 or Quantify means Quantify Technology Holdings Limited (ACN 113 326 524).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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.

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 means the meeting convened by the Notice.

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

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Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2018.

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

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

Shareholder means a registered holder of a Share.

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

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S C H E D UL E 1 – T E R MS A N D C O N DI T IO N S O F P E RF O RM A N C E SH A R E S

A “ Performance Share ” is a share in the capital of the Company which will convert into a fully paid, ordinary share (“ Share ”) in accordance with these terms and conditions.

1. Rights attaching to the Performance Shares

• (a) ( General meetings ) The Performance Shares shall confer on the holder (“ Holder” ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to holders of Shares (“ Shareholders ”). Holders have the right to attend general meetings of Shareholders of the Company.

• (b) ( No voting rights ) The Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of Shareholders of the Company, subject to any voting rights under the Corporations Act or the ASX Listing Rules where such rights cannot be excluded by these terms.

• (c) ( No dividend rights ) The Performance Shares do not entitle the Holder to any dividends.

• (d) ( No rights to return of capital ) The Performance Shares do not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (e) ( Rights on winding up ) Upon the winding up of the Company, the Performance Shares may not participate in the surplus profits or assets of the Company.

• (f) ( Transfer of Performance Shares ) The Performance Shares are not transferable.

• (g) ( Reorganisation of capital ) In the event that issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganisation.

• (h) ( No quotation ) The Performance Shares will not be quoted on ASX. However if the Company is listed on the ASX, at the time of conversion of the Performance Shares into Shares in accordance with these terms, the Company will within seven (7) days after the later of conversion, apply for the official quotation of the Shares arising from the conversion on ASX.

• (i) ( Participation in entitlements and bonus issues ) Holders of Performance Shares will not be entitled (in their capacity as a Holder of a Performance Share) to participate in new issues of capital offered to holders of the Shares such as bonus issues and entitlement issues.

• (j) ( Automatically Lapse ) The Performance Shares will automatically lapse if the Holder is no longer and employee or Director of the Company.

• (k) ( No other rights ) The Performance Shares give the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

2. Conversion of the Performance Shares – performance hurdles

Each Performance Share in the relevant Tranche will convert into one (1) Share in the Company (“ Share ”) upon achievement of the following performance hurdles:

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• (a) Tranche 1 : The Company secures a minimum of $3,900,000 in long-term funding prior to 31 December 2018;

• (b) Tranche 2: The Company and/or the Company’s subsidiaries generate $5,000,000 in accumulated revenue (excluding Government Grants and/or R&D rebates) between 1 October 2018 and 30 September 2021, and such revenue is confirmed by the signed attestation of a registered company auditor or properly included in the Company’s audited financial statements; and

• (c) Tranche 3: The Company achieves a share price of at least $0.03 and a market capitalisation of at least $45,000,000, each based on the volume weighted average market price over 20 consecutive trading days during which the Company’s shares have actually traded.

3. Conversion – other matters

• (a) ( Expiry Date ) Performance shares will have an expiry date of five (5) years from the date of issue.

• (b) ( Redemption ) Performance Shares in a particular tranche will be redeemed for 0.00001 cents per Performance Share if the performance hurdle for that tranche is not met, or not met by any relevant date for satisfaction of that performance hurdle.

• (c) ( Change of Control ) All unvested Performance Shares automatically vest and are automatically exercised on the occurrence of a change of control, subject to the total number of ordinary shares that the Performance Shares in aggregate convert into not being more than 10% of the issued ordinary capital of the Company as at the date of conversion.

• (d) ( Run Out ) Subject to the Expiry Date, if any of the performance hurdles is achieved within six (6) months of the resignation, or removal, of the nominee for any reason, other than a legal breach of their duties, from their appointed board position, the Performance Shares will still vest as per their conditions of issue.

• (e) ( Takeover Provisions ) If the conversion of Performance Shares would result in any person being in contravention of section 606(1) of the Corporations Act, then the conversion of each Performance Share that would cause the contravention shall be deferred until such time or times thereafter that the conversion would not result in a contravention of section 606(1).

• (f) ( Notice by Performance Shareholders ) Holders of Performance Shares must give notification to the Company in writing if they consider that the conversion of Performance Shares may result in the contravention of section 606(1), failing which the Company shall assume that the conversion of Performance Shares will not result in any person being in contravention of section 606(1).

• (g) ( After conversion ) The Shares issued on conversion of the Performance Shares will, as and from 5.00 pm (WST) on the date of allotment, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

• (h) ( Conversion procedure ) The Company will issue the Holder with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Shares into the Shares.

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• (i) ( Ranking of Shares ) The Shares into which the Performance Shares will convert will rank pari passu in all respects with the Shares on issue at the date of conversion.

Change of Control means:

• (a) a Takeover Bid is made to acquire all Shares, a person obtains a Voting Power in the Company of more than 50%, and the Takeover Bid is or has become unconditional;

• (b) a Court has sanctioned a compromise or arrangement (other than for the purpose of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other entity or entities);

• (c) a selective buy-back or capital reduction is announced in respect of the Company which would result in a person who previously had Voting Power of less than 50% in the Company obtaining Voting Power of more than 50%; or

• (d) a person otherwise lawfully acquires a Voting Power in the Company of more than 50%.

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PROXY FORM

QUANTIFY TECHNOLOGY HOLDINGS LIMITED ACN 113 326 524

ANNUAL GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 8.45 am, on 30 November 2018 at Ground Floor, 216 St Georges Terrace, Perth WA 6000, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 6.1, 6.2 and 6.3 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 6.1, 6.2 and 6.3 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mark Lapins
Resolution 3	Election of Director – Brett Savill
Resolution 4	Election of Director – Peter Rossdeutscher
Resolution 5	Election of Director – Gary Castledine
Resolution 6.1	Approval for Issue of Performance Shares to Brett Savill
Resolution 6.2	Approval for Issue of Performance Shares to Peter Rossdeutscher
Resolution 6.3	Approval for Issue of Performance Shares to Gary Castledine
Resolution 7	Approval of 10% Placement Capacity

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	If two proxies are being appointed, the proportion of voting rights this proxy represents is:	%
Signature of Shareholder(s):
Individual or Shareholder 1		Shareholder 2	Shareholder 3
Sole Director/Company Secretary		Director	Director/Company Secretary
Date:

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Instructions for completing Proxy Form

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

4. ( Individual ): Where the holding is in one name, the Shareholder must sign.

5. ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

6. ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) In person to C/- Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth, WA

11. (b) post to Quantify Technology Holdings Limited, PO Box 7315, Perth, WA 6850; or

12. (c) facsimile to the Company on facsimile number +61 8 6268 2699; or

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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