dear shareholder - vonex · 2017-07-05 · currently vonex connects 50 new sme customers per month...

ABN: 39 063 074 635

Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008 PO Box 510, Subiaco WA 6904

Ph: +61 8 6388 8888 // Fax: +61 8 6388 8898 // Web: www.vonex.com // Email: [email protected]

5th July 2017 Dear Shareholder

I am very excited to announce that Vonex Limited (“Vonex” or the “Company”) is listing in its own right on the National Stock Exchange of Australia (“NSX”). Simultaneously with the listing the Company is seeking to raise up to $8 million in fresh capital.

Before the Prospectus in the upcoming NSX listing can be finalised and lodged with ASIC a number of preliminary matters that affect the capital structure of the Company need to be formalised. This requires the shareholders of the Company to pass a number of resolutions, the first of which is to consolidate the issued capital of the Company on the basis that 5 ordinary shares be consolidated into 1 ordinary share. Another resolution necessary to be passed is for the issue of post consolidation shares to raise up to $8 million at a price no less than $0.10 per share.

As a result of the resolutions that need to be passed ahead of the NSX listing, the Company has convened a shareholders meeting to take place on 28 July 2017.

Simultaneously with the resolutions referred to above, the Company has taken the opportunity to seek shareholder approval for a number of related resolutions including the variation of the Class B and Class C Performance Shares such that they will vest upon the Company listing on the NSX.

Enclosed with this letter is a Notice of Meeting and Explanatory Memorandum (“NOM”) which contains the details of the resolutions being sought at the proposed shareholders meeting and provides information to shareholders to assess the merits of the resolutions. I urge shareholders to read the NOM carefully so that a fully informed decision can be made regarding the resolutions.

The Prospectus for the upcoming NSX listing is nearly completed and will be lodged with ASIC as soon as the resolutions have all been passed at the shareholders meeting on 28 July 2017. The Prospectus has been prepared on the basis that the resolutions in the NOM will all be passed.

Having endured a few set-backs over the past 18 months the Company is in good shape and is now primed and ready to list in its own right and raise the necessary capital to put the Company’s fast growing telco services business on an even faster growth trajectory and fund the development to beta stage of our Oper8tor App to unlock its upside potential.

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ABN: 39 063 074 635

Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008 PO Box 510, Subiaco WA 6904

Ph: +61 8 6388 8888 // Fax: +61 8 6388 8898 // Web: www.vonex.com // Email: [email protected]

The rollout of the NBN in Australia is well under way and Vonex is well placed and in a strong strategic position to capitalise on servicing SME (Small to Medium Enterprise) customers as a primary target market. This market is harder for the large carriers to personally service due to lack of economies of scale, however with our footprint of 500 channel partners Vonex is able to provide very personalised service to meet the individual needs of these customers.

Traditionally these customers are very stable and have a less than 1% churn rate. With 1 million of them being forced to move in the next 36 months to new services on the NBN this presents a great 'land grab' opportunity for Vonex and will enable us to substantially increase the scale of the Company and turn our attention to other key opportunities in the consumer and enterprise markets. In addition our mid term plans involve the expansion of the wholesale business into international markets.

According to the BDO 2017 Telecommunications Risk Factor Survey, the single largest threat to the largest telecommunication providers in the APAC region is the fast arrival of new technologies.

Currently Vonex connects 50 new SME customers per month with this figure expected to increase to 300 per month throughout the NBN cutover period following a successful NSX listing.

The capital injection resulting from the upcoming NSX listing will also provide the Oper8tor app with the necessary funding and resources to take this exciting project to initial launch and target the first milestone of 10 million active users and further broaden the value proposition of Vonex.

But first, the resolutions in the enclosed NOM need to be passed and I urge shareholders to support the Company by voting in favour of all the resolutions.

Yours sincerely VONEX LIMITED Angus Parker Chief Executive Officer

VONEX LIMITED (ACN 063 074 635)

NOTICE OF EXTRAORDINARY GENERAL MEETING

and

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Friday, 28 July 2017

10:00am WST

Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Meeting, please complete and return the enclosed Proxy Form in accordance with the specified instructions.

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VONEX LIMITED

(ACN 063 074 635)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Vonex Limited (ACN 063 074 635) (“Company”) will be held at Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008 on Friday, 28 July 2017 at 10.00am WST. An Explanatory Memorandum accompanies this Notice of Meeting to provide Shareholders with information to enable them to make an informed decision regarding the resolutions set out in this Notice of Meeting. The Explanatory Statement is to be read in conjunction with this Notice of Meeting.

AGENDA

RESOLUTIONS TO BE VOTED ON BY ALL SHAREHOLDERS

Resolution 1 – Consolidation of Capital

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

“That pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that five (5) Ordinary Shares be consolidated into one (1) Ordinary Share and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction down to the nearest whole Share or zero, as applicable.”

Resolution 2 – Approval to Issue Capital Raising Shares

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

“That for all purposes, approval is given for the Company to issue up to that number of post-consolidation Shares which, when multiplied by the Raising Price, will raise up to $8 million on the terms and conditions in the Explanatory Memorandum (Capital Raising Shares).”

Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and any associates of those persons:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy

Form; or

(b) 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.

RESOLUTIONS 3 AND 4 TO BE VOTED ON BY ALL SHAREHOLDERS EXCLUDING SHAREHOLDERS HOLDING CLASS B AND CLASS C PERFORMANCE SHARES

Resolution 3 – Variation of Class B Performance Shares

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

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“That, conditional on Resolutions 4 to 11 (inclusive) being passed, in accordance with clause 2.4 of the Constitution of the Company and for all other purposes, approval is given to the Company to vary the terms of the Class B Performance Shares by adding an additional performance milestone to Milestone 2 (as this term is defined in Schedule 3 to the Amendment Deed dated 16 July 2015 which amended the Heads of Agreement entered into between Aleator Energy Limited and the Company dated 7 July 2015 and as varied at a meeting of shareholders on 20 September 2016), such that each Class B Performance Share may also convert into one ordinary fully paid share in the Company ranking equally with and conferring rights identical to the ordinary shares in the Company currently on issue on the occurrence of the Company listing on an alternative securities exchange other than the Australian Securities Exchange.”

Voting exclusion statement: The Company will disregard any votes cast on this Resolution by any person who may obtain a benefit, except a benefit solely in the capacity of the holder of ordinary securities if the Resolution is passed, and any associates of those persons. However, the Company will not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b) 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.

Resolution 4 – Variation of Class C Performance Shares


“That, conditional on Resolution 3 and Resolutions 5 to 11 (inclusive) being passed, in accordance with clause 2.4 of the Constitution of the Company and for all other purposes, approval is given to the Company to vary the terms of the Class C Performance Shares by adding an additional performance milestone to Milestone 3 (as this term is defined in Schedule 3 to the Amendment Deed dated 16 July 2015 which amended the Heads of Agreement entered into between Aleator Energy Limited and the Company dated 7 July 2015 and as varied at a meeting of shareholders on 20 September 2016), such that each Class C Performance Share may also convert into one ordinary fully paid share in the Company ranking equally with and conferring rights identical to the ordinary shares in the Company currently on issue on the occurrence of the Company listing on an alternative securities exchange other than the Australian Securities Exchange.”



Form; or



Resolution 5 – Approval to Issue Patent Assignment Consideration Securities


“That subject to the passing of Resolutions 3, 4 and Resolutions 6 to 11 (inclusive), pursuant to clause 2.2 of the Constitution of the Company, for the purposes of section 195(4) and 208 of the Corporations Act and all other purposes, the Company be permitted and is hereby

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authorised to issue 6 million Shares and 34 million Performance Rights (on a post-consolidation basis) to Mr Angus Parker and Mr Matt Fahey (or their nominees) as the Inventors of the Oper8tor App in consideration for them executing a Deed of Confirmation of Assignment of Patent agreement to confirm the Company’s ownership of the Intellectual Property in the Oper8tor App, on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will, in accordance with section 224 of the Corporations Act, disregard any votes cast on this Resolution by Mr Angus Parker and Mr Matt Fahey and any associates of Mr Angus Parker and Mr Matt Fahey. However, the Company will not disregard a vote if it is cast by:


Form; or



Resolution 6 – Issue of Performance Rights to Nicholas Ong


“That subject to the passing of Resolutions 3, 4, 5, and Resolutions 7 to 11 (inclusive), pursuant to clause 2.2 of the Constitution of the Company, for the purposes of section 195(4) and 208 of the Corporations Act and all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 9,680,000 Performance Rights (on a post-consolidation basis) for no consideration to Mr Nicholas Ong or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on this Resolution by Mr Nicholas Ong and any associate of Mr Nicholas Ong. However, the Company will not disregard a vote if it is cast by:

(c) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy

Form; or

(d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance


Resolution 7 – Issue of Performance Rights to David Vilensky


“That subject to the passing of Resolutions 3 to 6 (inclusive) and Resolutions 8 to 11 (inclusive), pursuant to clause 2.2 of the Constitution of the Company, for the purposes of section 195(4) and 208 of the Corporations Act and for all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 9,680,000 Performance Rights (on a post-consolidation basis) for no consideration to Mr David Vilensky or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on this Resolution by Mr David Vilensky and any associate of Mr David Vilensky. However, the Company will not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or


Resolution 8 – Issue of Performance Rights to Matthew Fahey

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“That subject to the passing of Resolutions 3 to 7 (inclusive) and Resolutions 9 to 11 (inclusive), pursuant to clause 2.2 of the Constitution of the Company, for the purposes of section 195(4) and 208 of the Corporations Act and for all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 7,260,000 Performance Rights (on a post-consolidation basis) for no consideration to Mr Matthew Fahey or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on this Resolution by Mr Matthew Fahey and any associate of Mr Matthew Fahey. However, the Company will not disregard a vote if it is cast by:


Form; or


Resolution 9 – Issue of Performance Rights to Angus Parker


“That subject to the passing of Resolutions 3 to 8 (inclusive) and Resolutions 10 and 11, pursuant to clause 2.2 of the Constitution of the Company, for the purposes of section 195(4) and 208 of the Corporations Act and for all other purposes, the Company be permitted and is hereby authorised to offer and, subject to acceptance, grant a total of up to 7,260,000 Performance Rights (on a post-consolidation basis) for no consideration to Mr Angus Parker or his nominee, on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on this Resolution by Mr Angus Parker and any associate of Mr Angus Parker. However, the Company will not disregard a vote if it is cast by:


Form; or


RESOLUTIONS 10 AND 11 TO BE VOTED ON ONLY BY SHAREHOLDERS HOLDING CLASS B AND CLASS C PERFORMANCE SHARES (VONEX VENDORS)



“That, conditional on Resolutions 3 to 9 (inclusive) being passed, in accordance with clause 2.4 of the Constitution of the Company and for all other purposes, approval is given to the Company to vary the terms of the Class B Performance Shares by adding an additional performance milestone to Milestone 2 (as this term is defined in Schedule 3 to the Amendment Deed dated 16 July 2015 which amended the Heads of Agreement entered into between

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Aleator Energy Limited and the Company dated 7 July 2015 and as varied at a meeting of shareholders on 20 September 2016), such that each Class B Performance Share may also convert into one ordinary fully paid share in the Company ranking equally with and conferring rights identical to the ordinary shares in the Company currently on issue on the occurrence of the Company listing on an alternative securities exchange other than the Australian Securities Exchange.”



Form; or



Resolution 11 – Variation of Class C Performance Shares


“That, conditional on Resolutions 3 to 9 (inclusive) being passed, in accordance with clause 2.4 of the Constitution of the Company and for all other purposes, approval is given to the Company to vary the terms of the Class C Performance Shares by adding an additional performance milestone to Milestone 3 (as this term is defined in Schedule 3 to the Amendment Deed dated 16 July 2015 which amended the Heads of Agreement entered into between Aleator Energy Limited and the Company dated 7 July 2015 and as varied at a meeting of shareholders on 20 September 2016), such that each Class C Performance Share may also convert into one ordinary fully paid share in the Company ranking equally with and conferring rights identical to the ordinary shares in the Company currently on issue on the occurrence of the Company listing on an alternative securities exchange other than the Australian Securities Exchange.”



Form; or



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DETERMINATION OF VOTING ENTITLEMENT For the purpose of determining a person’s entitlement to vote at the meeting, a person will be recognised as a Shareholder and holder of Shares if that person is registered as a holder of those Shares at 5.00pm. WST on 26 July 2017. PROXIES A Shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the Shareholder. Where the Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of Shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a Shareholder. To be effective, the instrument of appointment of a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority) must be received by the Company not less than 48 hours prior to commencement of the Meeting:

• by mail to the Company at PO Box 510, Subiaco WA 6904

• personally to the Company at Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008

• by facsimile to +61 (08) 9486 4799 If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on each Resolution by marking either “For” or “Against” or “Abstain” on the form of proxy for that item of business. Subject to voting restrictions set out in the Voting Exclusion Statement, the Chairperson will vote undirected proxies on, and in favour of all Resolutions. BY ORDER OF THE BOARD Nicholas Ong Chairman 5 July 2017

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VONEX LIMITED (ACN 063 074 635)

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders and is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Extraordinary General Meeting of Vonex Limited (“Vonex or the Company”) to be held at Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008 on Friday, 28 July 2017 at 10:00am WST. The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision whether or not to pass the Resolutions in the accompanying Notice of Meeting. A unique feature of the Notice of Meeting is that it contains certain resolutions which, if passed by special resolution, will have the effect of varying the rights attaching to the classes of Performance Shares issued by the Company. Section 246B of the Corporations Act 2001 and clause 2.4 of the Constitution of the Company require that these Resolutions must be passed separately by all classes of Shareholders affected by those resolutions. In other words, the right to vary a class of shares must be undertaken by a combination of a special resolution of the Company itself and a separate special resolution of the class of Shareholders to whom Performance Shares were issued but remain unvested. Consequently, a meeting of all Shareholders is required to achieve the required combination of approval from both the general body of Shareholders and the class of Shareholders holding unvested Performance Shares. This means that the two resolutions (being Resolutions 10 and 11) which, if passed will have the effect of varying the classes of Performance Shares, must be voted on twice. The Vonex Vendors (as this term is referred to in relation to Resolutions 10 and 11) are those Shareholders who are entitled to have vested in them the classes of Performance Shares conditional upon certain milestones being met. As a result, the meeting convened by the Notice of Meeting is a joint meeting of all Shareholders owning ordinary shares in the Company and the Vonex Vendors who comprise the class of Shareholders to whom Performance Shares have been issued but have not yet vested. __________________________________________________________________________________ 1.1 General

As announced on the Vonex Investor Portal on 15 May and 7 April 2017, the Company is intending to make an application to list in its own right on a recognised exchange, specifically the National Stock Exchange of Australia (NSX).

As part of the listing process on the NSX, the Company intends to lodge a capital raising prospectus pursuant to section 713 of the Corporations Act 2001 Cth to raise up to $8 million at a price that is no less than 10¢ per share (Raising Price) on a post consolidation basis.

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Pursuant to the NSX Practice Guides, the price at which an initial listing is invoiced is a minimum of 10¢ per security. In order to save on the initial listing costs on NSX, the Board has resolved to seek shareholder approval for the Consolidation.

Resolution 1 seeks approval from Shareholders to consolidate the number of Shares on issue on a 1 for 5 basis (1 Share for every 5 Shares held).

If Resolution 1 is passed and the Consolidation is implemented, the number of Shares on issue will be reduced from 608,399,254 to 121,679,851, subject to rounding.

1.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

1.3 Treatment of fractions

The Consolidation may result in a Shareholder receiving a fraction of a Share. Where the Consolidation results in a Shareholder being entitled to a fraction of a Share, the fraction will be rounded down to the nearest whole number of Shares or zero, as applicable. This means that those Shareholders who hold less than 5 Vonex Shares as at the share consolidation’s record date will have their shareholding rounded down to zero, and will no longer have an interest in Vonex.

1.4 Tax implications for Shareholders

Subject only to rounding, there will be no change to the proportionate interests held by each Shareholder as a result of the Consolidation, which will convert five (5) Shares into one (1) Share in the Company. No capital gains tax event will occur as a result of the Consolidation and thus it is not likely that any taxation implications will arise for Shareholders.

The summary in this section is general in nature. In addition, particular taxation implications will depend upon the circumstances of each Shareholder. Accordingly, Shareholders are encouraged to seek and rely only on their own professional advice in relation to their tax position. Neither the Company nor any of its officers, employees or advisors assumes any liability or responsibility for advising Shareholders about the tax consequences for them from the proposed Consolidation.

1.5 Holding statements

From the date of the Consolidation, all holding statements for Shares will cease to have any effect except as evidence of entitlement to a certain number of Post-Consolidation Shares.

After the Consolidation is effected, the Company will arrange for new holding statements for Shares to be issued to holders of those Shares. It is the responsibility of each Shareholder to check that the number of Shares is correct.

1.6 Effect on capital structure

If the proposed Consolidation is approved by Shareholders, the number of Shares on issue will be reduced from 608,399,254 Shares to approximately 121,679,851 Shares. Shareholders should note that the Consolidation, if implemented, will also have an effect on the price per Share.

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The Consolidation will have no material effect on the percentage interest of each individual Shareholder in the Company as the Consolidation applies equally to all of the Company’s Shareholders. This means that individual Shareholdings will be reduced in the same ratio as the total number of the Company’s Shares (subject only to the rounding of fractions). For example, if the Share consolidation is approved and implemented, a Shareholder currently holding 6,083,992 Shares, representing approximately 1.0% of the Company’s issued Share capital, will have approximately 1,216,798 Shares following the consolidation, still representing the same approximately 1.0% of the Company’s issued capital.

Correspondingly, if the Consolidation is approved and implemented, the collective value of each Shareholder’s holding should not materially change (other than minor rounding changes) as a result of the Consolidation, assuming no other market impacts occur. However, the price per Share can be expected to increase to reflect the reduced number of Shares on issue.

The effect that the Consolidation will have on the Company’s capital structure is as follows:

Pre-Consolidation

Shares

Post-Consolidation

Shares

Ordinary shares as at date of Meeting 608,399,254 121,679,851

Total Shares on issue following Consolidation

- 121,679,851

Pre-Consolidation

Performance Shares

Post-Consolidation Performance

Shares

Class B 133,333,334 26,666,667

Class C 133,333,334 26,666,667

Total Performance Shares on issue following Consolidation

- 53,333,334

Pre-Consolidation

Performance Rights

Post-Consolidation Performance

Rights

Performance Rights 15,600,000 3,120,000

Total Performance Rights on issue following Consolidation

3,120,000

1.7 Indicative timetable

Below is an indicative timetable for the Consolidation to occur:

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Event Date

Despatch of meeting documents 5 July 2017

Share Meeting Date and Results of Meeting announced 28 July 2017

Last day for entity to register transfers on a pre-reorganisation basis 4 August 2017

Issue Date/First day for entity to send notice to each security holder 7 August 2017

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the Corporations Act. 1.8 No other material information

There is no other material information known to the Company’s Directors which may reasonably be expected to affect Shareholders’ decision making as to whether or not to vote in favour of Resolution 1 other than what is set out in these Meeting Materials and has been previously disclosed to Shareholders.

The Directors recommend Shareholders vote in favour of Resolution 1.

__________________________________________________________________________________ Resolution 2 – Approval to Issue Capital Raising Shares 2. General

As announced on the Vonex Investor Portal on 15 May and 7 April 2017, the Company is intending to make an application to list in its own right on a recognised exchange, specifically the National Stock Exchange of Australia (NSX).

As part of the listing process on the NSX, the Company intends to lodge a capital raising prospectus pursuant to section 713 of the Corporations Act 2001 Cth to raise up to $8 million at a price that is no less than 10¢ per share (Raising Price).

The effect of Resolution 2 will be to allow the Company to issue that number of Shares to raise up to $8 million at the Raising Price. The Capital Raising Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.

2.1 No other material information

There is no other material information known to the Company’s Directors which may reasonably be expected to affect Shareholders’ decision making as to whether or not to vote in favour of Resolution 2 other than what is set out in these Meeting Materials and has been previously disclosed to Shareholders.

The Directors recommend Shareholders vote in favour of Resolution 2.

__________________________________________________________________________________


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3. Background

Resolution 3 seeks Shareholder approval to vary the terms and conditions of the Class B Performance Shares and is conditional upon the passing of Resolutions 10 and 11.

As pointed out in the introduction to this Explanatory Memorandum, this Resolution is a special resolution that needs to be passed by the class of ordinary Shareholders of the Company excluding the Vonex Vendors to whom the Class B Performance Shares have been issued but remain unvested. As it is a special resolution it requires the approval of at least 75% of the votes cast by Shareholders at the meeting in person or by proxy.

Pursuant to the Acquisition Agreement entered into between Aleator Energy Limited (“AWD”) and Vonex Limited (“Vonex”) on 7 July 2015 as amended by the Amendment Deed – Heads of Agreement dated 16 July 2015 (“Amendment Deed”), AWD agreed to provide to the Vonex Vendors as consideration for the acquisition of AWD by Vonex the following, on a pre-consolidation basis (“Acquisition”): (a) 700,000,000 AWD shares (“Consideration Shares”); and

(b) 1,200,000,000 performance shares in the capital of AWD (“AWD Performance Shares”) on the terms and conditions set out in Schedule 3 to the Amendment Deed comprising:

(i) 400,000,000 Class A Performance Shares;

(ii) 400,000,000 Class B Performance Shares; and

(iii) 400,000,000 Class C Performance Shares.

In the Amendment Deed the Consideration Shares and the AWD Performance Shares were collectively referred to as the “Consideration Securities”.

Each class of Performance Shares, that is Class A, Class B and Class C convert to ordinary shares upon satisfaction of certain Milestones (as defined in the Acquisition Agreement and varied as approved by shareholders on 20 September 2016) and then vest in the Vonex Vendors. In relation to the Class B Performance Shares the milestone (“Milestone 2”) is the occurrence of:

A. revenue of Vonex Group exceeding $9m per annum in any quarter within 3 years of 8 February 2016; or

B. if the multi-platform phone call and messaging communication app called ''Oper8tor'' is spun out into a separate company; or

C. the Company is the target of a successful takeover. The terms of the AWD Performance Shares are contained in Schedule 3 of the Amendment Deed a copy of which is Annexure “C” to this Explanatory Memorandum.

At the annual general meeting of the Company held on 30 November 2015, the Company obtained shareholder approval for a number of resolutions required to implement the Acquisition. Among the resolutions approved by shareholders at the general meeting were the following:

(a) The Company undertaking a consolidation of its issued capital on the basis of 1 share for every 3 shares (“Consolidation”);

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(b) The issue at settlement to the Vonex Vendors of:

1. 233,333,333 Consideration Shares; and

2. 400,000,000 Performance Shares comprising:

• 133,333,333 Class A Performance Shares;

• 133,333,333 Class B Performance Shares; and

• 133,333,333 Class C Performance Shares.

The Consideration Securities referred to above were subject to the Consolidation.

Settlement of the acquisition and the issue of the Consideration Securities took place on 8 February 2016. A list of the Vonex Vendors and their respective entitlements to Performance Shares on a post-consolidated basis is contained Annexure “D” to this Explanatory Memorandum.

As at the date of this letter the Company has on issue the following shares:

608,399,254 Ordinary Fully Paid Shares

266,666,668 Performance Shares (Classes B & C)

Of the 608,399,254 ordinary shares above, 366,666,667 are held by the Vonex Vendors in their respective proportions comprising approximately 60% of the shares on issue.

On 20 September 2016 Shareholder approval was sought and obtained to vary the Class A Performance Shares so that the performance milestones were removed entirely and 133,333,334 Class A Performance Shares converted into ordinary shares in the Company.

Given that the proposed listing of the Company on the ASX following the Acquisition Agreement did not proceed, Milestone 2 which related to the Class B Performance Shares could not vest in the Vonex Vendors and as a result were varied following a Shareholders’ meeting on 20 September 2016 to ensure that the Vonex Vendors were not substantially prejudiced given the Performance Shares formed part of the consideration for them vending their shares in the Company into AWD.

In regard to the class of Convertible Securityholders who form part of the Vonex Vendors, it was a condition precedent in the Acquisition Agreement that the outstanding amount of the loans provided by the Convertible Securityholders were to be repaid through their conversion into both Shares and Performance Shares in consideration for the cancellation of the Convertible Securities and the termination of the Loan Agreements. All of the Convertible Securityholders entered into agreements on these terms prior to the settlement on 8 February 2016.

Consequently, unless the Convertible Securityholders are entitled to have Performance Shares which are able to vest in them on fairer and more reasonable terms, they will not receive proper and timeous consideration for their agreement to convert their loans the subject of the Loan Agreements into Consideration Securities.

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What is proposed is that Milestone 2 be varied such that a new Milestone D below is included so the Class B Performance Shares convert to Ordinary Shares and vest upon satisfaction of the first to occur of any of the following Milestones:



C. the Company is the target of a successful takeover; or

D. the Company lists on an alternative securities exchange other than the Australian Securities Exchange.

3.1 Directors’ Recommendations

The Directors of the Company (with Messrs Parker and Fahey abstaining) recommend that Shareholders vote to approve Resolution 3.

__________________________________________________________________________________

Resolution 4 – Variation of Class C Performance Shares 4. Background

Resolution 4 seeks Shareholder approval to vary the terms and conditions of the Class C Performance Shares and is conditional upon the passing of Resolutions 10 and 11.

As pointed out in the introduction to this Explanatory Memorandum, this Resolution is a special resolution that needs to be passed by the class of ordinary Shareholders of the Company excluding the Vonex Vendors to whom the Class C Performance Shares have been issued but remain unvested. As it is a special resolution it requires the approval of at least 75% of the votes cast by Shareholders at the meeting in person or by proxy.

Pursuant to the Acquisition Agreement entered into between Aleator Energy Limited (“AWD”) and Vonex Limited (“Vonex”) on 7 July 2015 as amended by the Amendment Deed – Heads of Agreement dated 16 July 2015 (“Amendment Deed”), AWD agree to provide to the Vonex Vendors as consideration for the acquisition of AWD by Vonex the following on a pre-consolidation basis: (a) 700,000,000 AWD shares (“Consideration Shares”); and

(b) 1,200,000,000 performance shares in the capital of AWD (“AWD Performance Shares”) on the terms and conditions set out in Schedule 3 to the Amendment Deed comprising:

(i) 400,000,000 Class A Performance Shares;

(ii) 400,000,000 Class B Performance Shares; and

(iii) 400,000,000 Class C Performance Shares.

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In the Amendment Deed the Consideration Shares and the AWD Performance Shares were collectively referred to the “Consideration Securities”.

Each class of Performance Shares, that is Class A, Class B and Class C convert to ordinary shares upon satisfaction of certain Milestones (as defined in the Acquisition Agreement and varied as approved by shareholders on 20 September 2016) and then vest in the Vonex Vendors. In relation to the Class C Performance Shares the milestone (“Milestone 3”) is the occurrence of:



C. the Company is the target of a successful takeover.

The terms of the AWD Performance Shares are contained in Schedule 3 of the Amendment Deed a copy of which is Annexure “C” to this Explanatory Memorandum.

At the annual general meeting of the Company held on 30 November 2015, the Company obtained shareholder approval for a number of resolutions required to implement the acquisition. Among the resolutions approved by shareholders at the annual general meeting were the following:

(a) The Company undertaking a consolidation of its issued capital on the basis of 1 share for every 3 shares (“Consolidation”);

(b) The issue at settlement to the Vonex Vendors of:

1. 233,333,333 Consideration Shares; and

2. 400,000,000 Performance Shares comprising:

• 133,333,333 Class A Performance Shares;

• 133,333,333 Class B Performance Shares; and

• 133,333,333 Class C Performance Shares.

The Consideration Securities referred to above were subject to the Consolidation.

Settlement of the acquisition and the issue of the Consideration Securities took place on 8 February 2016. A list of the Vonex Vendors and their respective entitlements to Performance Shares on a post-consolidated basis is contained Annexure “D” to this Explanatory Memorandum.

As at the date of this letter the Company has on issue the following shares:

608,399,254 Ordinary Fully Paid Shares

266,666,668 Performance Shares (Classes B & C)

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Of the 608,399,254 ordinary shares above, 366,666,667 are held by the Vonex Vendors in their respective proportions comprising approximately 60% of the shares on issue.

On 20 September 2016 Shareholder approval was sought and obtained to vary the Class A Performance Shares so that the performance milestones were removed entirely and 133,333,333 Class A Performance Shares converted into ordinary shares in the Company.

Given that the proposed listing of the Company on the ASX following the Acquisition Agreement did not proceed, Milestone 3 which related to the Class C Performance Shares could not vest in the Vonex Vendors and as a result were varied following a Shareholders’ meeting on 20 September 2016 to ensure that the Vonex Vendors were not substantially prejudiced given the Performance Shares formed part of the consideration for them vending their shares in the Company into AWD.

In regard to the class of Convertible Securityholders who form part of the Vonex Vendors, it was a condition precedent in the Acquisition Agreement that the outstanding amount of the loans provided by the Convertible Securityholders were to be repaid through their conversion into both Shares and Performance Shares in consideration for the cancellation of the Convertible Securities and the termination of the Loan Agreements. All of the Convertible Securityholders entered into agreements on these terms prior to the settlement on 8 February 2016.

Consequently, unless the Convertible Securityholders are entitled to have Performance Shares which are able to vest in them on fairer and more reasonable terms, they will not receive proper and timeous consideration for their agreement to convert their loans the subject of the Loan Agreements into Consideration Securities.

What is proposed is that Milestone 3 be varied such that a new Milestone D below is included so the Class C Performance Shares convert to Ordinary Shares and vest upon satisfaction of the first to occur of any of the following Milestones:



C. the Company is the target of a successful takeover; or

D. the Company lists on an alternative securities exchange other than the Australian Securities

Exchange.

4.1 Directors’ Recommendations

The Directors of the Company (with Messrs Parker and Fahey abstaining) recommend that Shareholders vote to approve Resolution 4.

_________________________________________________________________________________

Resolution 5 - Approval to Issue Patent Assignment Consideration Shares

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5. General

Resolution 5 seeks Shareholder approval to confirm the Company’s ownership of the Intellectual Property relating to the much vaunted Oper8tor App (which comprises the Australian and International Patent Applications and the inventions the subject of the Patent Applications) having acquired the said Intellectual Property from the named inventors being Angus Parker and Matt Fahey, by the issue of IP Consideration Securities to Messrs Parker and Fahey pursuant to a Deed of Confirmation of Assignment entered into between Messrs Parker and Fahey as the Assignors and the Company as the Assignee (Deed).

In consideration for entering into the Deed the Company proposes to issue the following securities to Mr Angus Parker and Mr Matthew Fahey (or their nominees) on a post consolidation basis:

(a) 6 million ordinary shares immediately; (b) 4 million Performance Rights convertible into ordinary shares upon completion of the beta

version of the Oper8tor app and commencement of the official Oper8tor launch in Europe (Hurdle 1);

(c) 10 million Performance Rights convertible into ordinary shares upon the Oper8tor app achieving 10 million Active Users. (Hurdle 2); and

(d) 20 million Performance Rights convertible into ordinary shares upon the Oper8tor app achieving 20 million Active Users. (Hurdle 3).

(together, the IP Consideration Securities) 5.1 Chapter 2E

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 Patent Consideration constitutes giving a financial benefit and Messrs Parker and Fahey are related parties of the Company by virtue of being Directors. The Directors (other than Mr Angus Parker and Mr Matthew Fahey who have a material personal interest in the Resolution) consider that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Patent Consideration to the Related Parties. 5.2 Nature of the financial benefits

The financial benefit to be provided to the Related Parties are the IP Consideration Securities referred to above.

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The IP Consideration Securities are proposed to be issued in consideration for the assignment of the Intellectual Property (as this term is defined in the Deed). None of the Related Parties will be required to make any payment for the grant of the IP Consideration Securities .. The maximum number of Shares and Performance Rights that could vest, and hence be automatically exercised under Resolution 5 is a maximum of 40 million securities on a post consolidation basis. 5.3 Valuation of the financial benefits

According to AASB 2 paragraph 19, “Vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods and services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.” 5.4 Non-market based vesting conditions

Performance Rights without market based vesting conditions can be exercised at any time following vesting up to expiry date, and as such are more suitably valued using a binomial option pricing model.

Option pricing models assume that the exercise of an option does not affect the value of the underlying asset. Under AASB 2 ‘Share Based Payments’ and option valuation theory, no discount is made to the fundamental value derived from the option valuation model for unlisted options over listed shares. The Performance Rights component of the IP Consideration Securities the subject of Resolution 5 have non-market based vesting conditions. 5.5 Methodology Adopted

The vesting conditions associated with the Performance Rights, are considered to be non-market based. It is for this reason that the Company has adopted the methodology described above in performing its valuation. The Company has assumed an underlying share price of $0.10 per share being the minimum capital raising price for the proposed listing on the National Stock Exchange on a post consolidation basis.

The Company has assessed the value of the financial benefit proposed to be issued to the Related Parties based on an assessment of the likelihood of the Performance Conditions being met within the specified terms as at the date of this Notice. The Company has attributed a value of $0.10 per Performance Right that it has determined for those tranches that are deemed more probable of being met within the specified terms as at the date of this Notice. 5.6 Conclusion

Set out below is the Company’s conclusions as to the value of the Performance Rights:

Item Hurdle 1 Hurdle 2 Hurdle 3

Underlying Security Price $0.10 $0.10 $0.10

Exercise Price Nil Nil Nil

Valuation Date 14/06/2017 14/06/2017 14/06/2017

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Expiration Date 12/07/2022 12/07/2022 12/07/2022

Volatility N/A N/A N/A

Risk Free Rate 1.50% 1.50% 1.50%

Number of Rights 4,000,000 10,000,000 20,000,000

Valuation per Right $0.10 $0.10 $0.10

Valuation per Tranche $400,000 $1,000,000 $2,000,000

5.7 Shareholder Approval (Chapter 2E of the Corporations Act)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act, the following information is provided in relation to the issue of the Director Shares is provided as follows:

(a) The related parties are Mr Angus Parker and Mr Matthew Fahey by virtue of being Directors of the Company.

(b) the maximum number of securities (being the nature of the financial benefit being provided) to be issued to the Related Parties (or their nominees) are:

(i) 6 million ordinary shares; (ii) 4 million Performance Rights convertible into ordinary shares upon

completion of the beta version of the Oper8tor app and commencement of the official Oper8tor launch in Europe;

(iii) 10 million Performance Rights convertible into ordinary shares upon the Oper8tor app achieving 10 million Active Users; and

(iv) 20 million Performance Rights convertible into ordinary shares upon the Oper8tor app achieving 50 million Active Users.

(together, the IP Consideration Securities)

(a) the relevant interests of the Related Parties in securities of the Company is set out below:

Related Party Shares (Pre-consolidation)

Performance Shares (Pre-consolidation

Performance Rights (Pre-consolidation)

Mr Matthew Fahey 18,535,819 29,547,118 2,600,000

Mr Angus Parker 62,120,041 104,262,928 2,600,000

(b) the remuneration and emoluments from the Company to the Related Parties for the

previous three financial years are set out below:

Related Party 30 June 2016 30 June 2015 30 June 2014

Mr Matthew Fahey $214,594 $120,878 $10,883

Mr Angus Parker $243,071 $129,817 $62,492

(c) if Resolution 5 is approved, 40,000,000 securities would be allotted and issued, which

will increase the number of Shares on issue from 608,399,254 to 638,399,254 (assuming that no other Options are exercised and no other Shares are issued and

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on a pre-consolidation basis) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 4.93%. If all the Performance Rights (and Shares) the subject of Resolution 5 vest and convert into Shares, this would increase the number of Shares on issue from 608,399,254 to 808,399,254 (assuming that no other Options are exercised and no other Shares are issued and on a pre-consolidation basis) with the effect the shareholders of existing Shareholders would be diluted by an aggregate of 32.87%.

(d) If all the Performance Rights (and Shares) the subject of Resolution 5 vest and convert into Shares, and the Class B and Class Performance Shares the subject of Resolutions 3 and 4 vest and convert into Shares due to the Company listing on the National Stock Exchange of Australia (assuming no funds are raised under an IPO), the total number of Shares on issue at that time would increase from approximately 1,073,429,365 to 1,273,429,365 with the effect the shareholders of existing shares would be diluted by an aggregate of 18.63%.

(e) the primary purpose of the issue of the IP Consideration Securities to the Related Parties is to confirm the assignment of the Intellectual Property (as defined) relating to the Oper8tor App and to enable the Company the indefeasible right to develop, commercialise and exploit and the right to sell, transfer or assign the said Intellectual Property. Furthermore, to avoid the Company having to pay to Messrs Parker and Fahey an amount of $1,000,000 (one million dollars) which the Deed obligates the Company to pay if shareholder approval is not obtained. Accordingly, no funds will be raised from the issue of the IP Consideration Securities.

(f) The IP Consideration Securities will comprise fully paid ordinary shares ranking equally with all other fully paid ordinary shares of the Company and Performance Rights that have the terms and conditions set out in Annexure B.

(g) A voting exclusion statement is included in the Notice.

5.8 Directors’ Recommendation

Mr Angus Parker and Mr Matthew Fahey decline to make a recommendation to Shareholders in relation to Resolution 5 due to their material personal interest in the outcome of the Resolution. However, in respect of Resolution 5, Mr Nicholas Ong and Mr David Vilensky recommend that Shareholders vote in favour of Resolution 5 for the following reasons:

a) the purpose set out in (g) above; and

b) the issue of the IP Consideration Securities to Mr Angus Parker and Mr Matthew Fahey will

ensure the Company has legal and beneficial ownership of and the sole rights to develop,

commercialise and exploit and the right to sell, transfer and assign the Intellectual Property

relating to the Oper8tor app that is indefeasible as the Company prepares for a listing on the

National Stock Exchange ahead of further developing the app.

In forming their recommendation, Mr Nicholas Ong and Mr David Vilensky have considered the circumstances of the Related Parties when determining the method of assigning the Oper8tor patent. __________________________________________________________________________________

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Resolutions 6 to 9 - Issue of Performance Rights to Messrs Nicholas Ong, David Vilensky, Matthew Fahey and Angus Parker 6. Background

The Vonex Performance Rights Plan (the PRP) was adopted by the Board on or around 30 October 2015 and approved by Shareholders on 30 November 2015. The PRP is an incentive plan aimed at creating a stronger link between performance and reward and increasing shareholder value by enabling Eligible Persons, including directors, to have a greater involvement with, and share in the future growth and profitability of the Company. A summary of the PRP is set out in Annexure A. To achieve its corporate objectives, the Company needs to attract and retain key executives and management in a competitive environment. Pursuant to the PRP described above the Company proposes to offer a total of up to 9,680,000 Performance Rights on a post consolidation basis to each of Messrs Nicholas Ong and David Vilensky and a total of up to 7,260,000 Performance Rights on a post consolidation basis to each of Messrs Matthew Fahey and Angus Parker (collectively “the Directors”). The Board believes that the grant of Performance Rights to eligible persons, such as the Directors, will provide a powerful tool to underpin the Company's strategy of attracting quality executives and will: (a) enable the Company to recruit and retain the talented people needed to achieve the Company's

business objectives; (b) Link the reward of key executives with the achievement of strategic goals and the performance

of the Company; (c) Align the financial interests of executives and key management with those of Shareholders of

the Company; (d) Provide incentives to focus on superior performance that creates shareholder value. The grant of Performance Rights encourages the Key Executives to have a greater involvement in the achievement of the Company's objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership. Under the Company's current circumstances the Directors consider that the incentives intended for the Key Executives represented by the grant of these Performance Rights are a cost effective and efficient means for the Company to provide a reward and add incentive, as opposed to alternative forms of incentive, such as the payment of additional cash compensation. 6.1 Overview of grant of Performance Rights

It is proposed that each Key Executive be granted the following maximum number Performance Rights with a term of five years, as soon as practicable after the Meeting:

(a) With respect to Messrs Ong and Vilensky:

a. 4,840,000 Performance Rights (Tranche 1 Performance Rights);

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b. 2,420,000 Performance Rights (Tranche 2 Performance Rights); and

c. 2,420,000 Performance Rights (Tranche 3 Performance Rights).

(b) With respect to Messrs Parker and Fahey:

a. 2,420,000 Tranche 1 Performance Rights;

b. 2,420,000 Tranche 2 Performance Rights; and

c. 2,420,000 Tranche 3 Performance Rights.

6.2 Performance Conditions

Subject to any exchange imposed escrow, the Performance Rights will vest and convert to ordinary shares in the event of the following:

(a) With respect to the Tranche 1 Performance Rights, when the Company lists on the National Stock Exchange of Australia;

(b) With respect to the Tranche 2 Performance Rights, upon the Company achieving audited gross revenue of $15 million in a financial year; and

(c) With respect to the Tranche 3 Performance Rights, upon the Company achieving audited net profit after tax of $1 million in a financial year,

Notwithstanding the Performance Conditions above, all the Performance Rights will vest automatically if there is a trade sale of all or any part of the business or assets of the Company or if the Company merges with another company or is the subject of a takeover of 50.1% or more, or if the multi-platform phone call and messaging communication app called “Oper8tor” is spun out into a separate Company.

For the avoidance of doubt there is nothing to prevent the Tranche 2 Performance Rights from vesting before the Tranche 1 Performance Rights as the case may be and the Performance Rights will vest upon the occurrence of the respective Performance Conditions irrespective of whether any of the other Performance Rights have already vested.

Subject to achievement of the Performance Conditions one share will be issued for each Performance Right that has vested on the same terms and conditions as the Company’s issued shares and will rank equally with all other issued shares from the issue date. 6.3 Related Party Transactions

The issue of performance rights to a Director constitutes a grant of a financial benefit to a related party for the purposes of Chapter 2E of the Corporations Act.

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party unless either:

(a) prior shareholder approval is obtained and the benefit is given within 15 months after obtaining such approval; or

(b) the giving of the financial benefit falls within one of the nominated exceptions to the provision.

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For the purposes of section 219 of the Corporations Act, the following information is provided in relation to the issue of these Performance Rights to the Directors.

Related parties to whom the proposed resolutions would permit financial benefits to be given:

(a) The related party to whom Resolution 6 would permit the financial benefit to be given is

Mr Nicholas Ong, a Director of the Company.

(b) The related party to whom Resolution 7 would permit the financial benefit to be given is

Mr David Vilensky, a Director of the Company.

(c) The related party to whom Resolution 8 would permit the financial benefit to be given is

Mr Matthew Fahey, a Director of the Company.

(d) The related party to whom Resolution 9 would permit the financial benefit to be given is

Mr Angus Parker, a Director of the Company.

(together, the Directors)

6.4 Nature of the financial benefits

The financial benefit to be provided to the Directors is the Performance Rights referred to above.

None of the Directors are required to make any payment for the grant of the Performance Rights or on the automatic exercise of a vested Performance Right. The maximum number of Performance Rights that could vest, and hence be automatically exercised under each of Resolutions 6 to 9 inclusive is a maximum of 33,880,000 Performance Rights. 6.5 Valuation of the financial benefits

According to AASB 2 paragraph 19, “Vesting conditions, other than market conditions, shall not be taken into account when estimating the fair value of the shares or share options at the measurement date. Instead, vesting conditions shall be taken into account by adjusting the number of equity instruments included in the measurement of the transaction amount so that, ultimately, the amount recognised for goods and services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.” 6.6 Non-market based vesting conditions

Performance Rights without market based vesting conditions can be exercised at any time following vesting up to expiry date, and as such are more suitably valued using a binomial option pricing model.

Option pricing models assume that the exercise of an option does not affect the value of the underlying asset. Under AASB 2 ‘Share Based Payments’ and option valuation theory, no discount is made to the fundamental value derived from the option valuation model for unlisted options over listed shares.

The Performance Rights the subject of Resolutions 6 to 9 have non-market based vesting conditions.

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6.7 Methodology Adopted

The vesting conditions associated with the Performance Rights, are considered to be non-market based. It is for this reason that the Company has adopted the methodology described above in performing its valuation. The Company has assumed an underlying share price of $0.10 per share being the minimum capital raising price for the proposed listing on the National Stock Exchange on a post consolidation basis.

The Company has assessed the value of the financial benefit proposed to be issued to the Key Executives based on an assessment of the likelihood of the Performance Conditions being met within the specified terms as at the date of this Notice. The Company has attributed a value of $0.10 per Performance Right that it has determined for those tranches that are deemed more probable of being met within the specified terms as at the date of this Notice. 6.8 Conclusion

Set out below is the Company’s conclusions as to the value of the Performance Rights:

Resolutions 6 & 7 Resolutions 8 & 9

Item Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2 Tranche3

Underlying Security Price $0.100 $0.100 $0.100 $0.100 $0.100 $0.100

Exercise Price Nil Nil Nil Nil Nil Nil

Valuation Date 14/06/2017 14/06/2017 14/06/2017 14/06/2017 14/06/2017 14/06/2017

Expiration Date 12/07/2022 12/07/2022 12/07/2022 12/07/2022 12/07/2022 12/07/2022

Volatility N/A N/A N/A N/A N/A N/A

Risk Free Rate 1.50% 1.50% 1.50% 1.50% 1.50% 1.50%

Number of Rights 4,840,000 2,420,000 2,420,000 2,420,000 2,420,000 2,420,000

Valuation per Right $0.100 $0.100 $0.100 $0.100 $0.100 $0.100

Valuation per Tranche $484,000 $242,000 $242,000 $242,000 $242,000 $242,000

The relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party Shares (Pre-consolidation)

Performance Shares (Pre-consolidation

Performance Rights (Pre-consolidation)

Mr Nicholas Ong 1,300,000 Nil 2,600,000

Mr David Vilensky 1,300,000 Nil 2,600,000

Mr Matthew Fahey 18,535,819 29,547,118 2,600,000

Mr Angus Parker 62,120,041 104,262,928 2,600,000

The amounts paid from the Company to the Key Executives and their associates for the previous three financial years are set out below:

Related Party 30 June 2016 30 June 2015 30 June 2014

Mr Nicholas Ong $2,266 Nil Nil

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Mr David Vilensky $5,500 Nil Nil

Mr Matthew Fahey $214,594 $120,878 $10,883

Mr Angus Parker $243,071 $129,817 $62,492

6.9 Directors' interests in the outcome of the Resolutions

If Resolutions 6 to 9 inclusive are passed, the Key Executives will become entitled to accept an offer of Performance Rights as set out above together with the rights and entitlements associated with being a holder of such Performance Rights.

None of the other Directors (apart from Mr Ong) have a relevant interest in the outcome of Resolution 6.

None of the other Directors (apart from Mr Vilensky) have a relevant interest in the outcome of Resolution 7.

None of the other Directors (apart from Mr Fahey) have a relevant interest in the outcome of Resolution 8.

None of the other Directors (apart from Mr Parker) have a relevant interest in the outcome of Resolution 9.

If all of the Performance Rights as proposed above vest and are exercised and the Company issues new shares to the Key Executives upon exercise, the effect will be to dilute the shareholding of existing Shareholders up to a maximum of 27.84%. In practice, the Performance Rights can only vest following achievement of the performance conditions set out in 6.2 above which involve the issue of new Shares under an IPO, conversion of existing convertible, Class B and Class C Performance Shares (refer Resolutions 3, 4, 10 and 11) which would reduce the dilution effect of the Performance Rights at the time of vesting and exercise. 6.10 Directors' Recommendations

(a) Messrs Parker, Vilensky and Fahey (who have no interest in the outcome of Resolution 6) recommend that Shareholders vote in favour of Resolution 6 as they believe the granting of these Performance Rights to Mr Ong will align his rewards with the long-term creation of value for shareholders.

Mr Ong declines to make a recommendation about Resolution 6 as he has a material personal

interest in the outcome of that particular Resolution as it relates to the grant of Performance

Rights to him.

(b) Messrs Parker, Ong and Fahey (who have no interest in the outcome of Resolution 7)

recommend that Shareholders vote in favour of Resolution 7 as they believe the granting of

these Performance Rights to Mr Vilensky will align his rewards with the long-term creation of

value for shareholders.

Mr Vilensky declines to make a recommendation about Resolution 7 as he has a material

personal interest in the outcome of that particular Resolution as it relates to the grant of

Performance Rights to him.

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(c) Messrs Parker, Ong and Vilensky (who have no interest in the outcome of Resolution 8)


these Performance Rights to Mr Fahey will align his rewards with the long-term creation of value

for shareholders.

Mr Fahey declines to make a recommendation about Resolution 8 as he has a material personal interest in the outcome of that particular Resolution as it relates to the grant of Performance Rights to him.

(d) Messrs Fahey, Ong and Vilensky (who have no interest in the outcome of Resolution 9)


these Performance Rights to Mr Parker will align his rewards with the long-term creation of

value for shareholders.

Mr Parker declines to make a recommendation about Resolution 9 as he has a material personal interest in the outcome of that particular Resolution as it relates to the grant of Performance Rights to him.

_________________________________________________________________________________ RESOLUTIONS 10 AND 11 TO BE VOTED ON ONLY BY SHAREHOLDERS HOLDING CLASS B AND CLASS C PERFORMANCE SHARES (VONEX VENDORS)

Resolutions 10 – 11 Variations of Class B Performance Shares and Class C Performance Shares

Resolutions 10 and 11 must be voted on by the Vonex Vendors only being those Shareholders to whom Class B and Class C Performance Shares have been issued pursuant to the Acquisition Agreement but have not yet vested.

Resolutions 10 and 11 seek the approval of the Vonex Vendors to vary the terms and conditions of the Class B Performance Shares and the Class C Performance Shares and are conditional upon the passing of Resolutions 3 and 4 to be voted on by existing Shareholders excluding the Vonex Vendors.

As pointed out in the introduction to this Explanatory Memorandum, the Resolutions to vary the Class B Performance Shares and Class C Performance Shares are special resolutions that need to be passed separately by the class of ordinary Shareholders of the Company excluding the Vonex Vendors, and by the Vonex Vendors to whom the Performance Shares have been issued but remain unvested.

As they are special resolutions they need the approval of at least 75% of the votes cast by the Vonex Vendors at the meeting in person or by proxy.

As Resolutions 10 and 11 are identical to Resolutions 3 and 4, details and information about these Resolutions can be found in this Explanatory Memorandum under the headings Resolution 3 (Variation of Class B Performance Shares) and Resolution 4 (Variation of Class C Performance Shares)

Resolutions 10 and 11 are conditional on Resolutions 3 and 4 being passed.

Directors’ Recommendations The Directors of the Company (with Messrs Parker and Fahey abstaining) recommend that the Vonex Vendors vote to approve Resolutions 10 and 11.

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A N N E X U R E A - P E R F O R M A N C E R I G H T S P L A N T E R M S & C O N D I T I O N S

The key terms and conditions of the Vonex Limited Performance Rights Plan are set out below.

(a) Eligibility: Directors, employees and contractors selected by the Board of Directors may be offered the

benefit of performance rights over shares (Performance Rights) under the Vonex Rights Share Trust

(Participants),

(b) Administration of Plan: The Board is responsible for the operation of the Plan and has a broad discretion

to determine which Participants will be offered Performance Rights under the Plan.

(c) Performance Rights: Performance Rights may be offered to Participants, being:

- Retention rights, being rights that vest and may be exercised into Restricted Shares, based

on completion of a period of service; or

- Performance rights, being rights that vest and may be exercised into Shares, based on

achievement of specified performance objectives.

(d) Restriction on Transfer: A Performance Right may not be transferred or otherwise dealt with (including

being disposed of, encumbered, made subject to any interest in favour of any other person) and lapses

immediately on purported transfer or dealing unless the Board, in its absolute discretion, approves the

transfer or the dealing or transfer is effected by operation of law on death or legal incapacity to the

Participant's legal personal representative.

(e) Vesting: Following the end of the Measurement Period, as applicable, the Board will determine for each

tranche of Performance Rights, the extent to which they vest, which may vary depending on the specific

vesting conditions set (Vesting Percentage). Where a tranche of Performance Rights vest, the number of

Performance Rights multiplied by the Vesting Percentage prior to and including the final day of the

Measurement Period will be paid in cash and Shares as follows:

- $1,000 per tranche that vests; and

- provided that the Vested Rights Value is over $1,000, the remainder in Shares (being the

number of vested Rights, less $1,000).

(f) Vesting and Exercise: Upon vesting and exercise of the Performance Rights, the Company will issue

Shares for the Participant's benefit to be held by the by the Vonex Rights Share Trust (RST). The

Performance Rights have a nil exercise price

(g) Rights attaching to Shares: Each Share shall be issued on the same terms and conditions as the

Company's issued Shares (other than in respect of transfer restrictions imposed by the Plan) and it will rank

equally with all other issued Shares from the issue date except for entitlements which have a record date

before the issue date.

(h) Bonus Issues: If securities are issued pro-rata to Shareholders generally by way of bonus issue (other than

an issue in lieu of dividends or by way of dividend reinvestment), the number of Performance Rights to which

each holder is entitled, will be increased by that number of securities which the holder would have been

entitled if the Performance Rights held by the holder were vested immediately prior to the record date of the

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bonus issue, and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules

(if applicable) at the time of the bonus issue

(i) Pro-rata Issues: Subject to any requirements of the Corporations Act and the ASX Listing Rules, in the case

of general pro-rata issues to the Company's shareholders, there will be no adjustment to the Performance

Rights. However, the Board may consider issuing options:

- of a number up to the number of Shares to which the Participant would have been entitled

under the pro-rata issue, had the Performance Rights been fully paid ordinary shares in the

Company, and

- the exercise price of such options will be equal to the amount payable by the Company’s

shareholders to acquire a Share pursuant to that pro-rata issue.

(j) Capital Reconstructions: 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.

(k) Forfeiture: The Performance Rights will be forfeited in the event that the Participant is dismissed for cause,

resigns (unless otherwise determined by the Board) or where the Board forms the opinion that a Participant

has committed an act of fraud, defalcation or gross misconduct in relation to the Company.

(l) Lapse: if Performance Rights have not vested and are not capable of being vested at a later date, they will

lapse.

(m) Change in Control Including Takeover: In the event of a change in control including a takeover, the vesting

conditions attached to the Performance Rights will cease to apply and unvested Performance Rights will vest

in the proportion to which the vesting conditions have been met or as determined by the Board, up to 100%.

The Board will have discretion to vest some or all of the remaining unvested Performance Rights with any

Performance Rights that do not vest lapsing.

(n) Distribution of Capital to Shareholders: In the event that the board decides to declare a special dividend

or undertake a return of capital to shareholders, the Board may in its discretion determine that some or all of

the unvested Rights held by Participants shall vest and may also determine that any remaining unvested

Performance Rights shall lapse.

(o) Plan Limit: The Company must take reasonable steps to ensure that the number of Shares issued pursuant

to the vesting and exercise of any Performance Rights offered by the Company under the Plan, when

aggregated with:

- the number of Shares, which would be issued were each outstanding offer with respect to

Performance Rights, or other Shares or options under an employee incentive scheme

accepted and all convertible securities under such a plan converted; and

- the number of Shares that would be issued if each outstanding offer for Shares (including

options or rights to acquire unissued Shares) under any employee incentive scheme of the

Company were to be exercised or accepted, does not exceed 15% of the total number of

Shares on issue at the time of an offer (but disregarding any offer of Shares or option or right

to acquire Shares that can be disregarded in accordance with relevant ASIC Class Orders).

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A N N E X U R E B - T E R M S & C O N D I T I O N S O F P E R F O R M A N C E R I G H T S F O R M I N G

P A R T O F T H E I P C O N S I D E R A T I O N S E C U R I T I E S

The key terms and conditions of the Performance Rights ("Performance Rights") Plan which form part of the IP

Consideration Securities are set out below.

(a) ( Performance Rights): Each Performance Right is a right to a share in the capital of Vonex.

(b) (General Meetings): Performance Right shall not confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of Vonex that are circulated to Vonex’s shareholders. Holders have the right to attend general meetings of Vonex’s shareholders.

(c) (No Voting Rights): the Performance Rights do not entitle the Holder to vote on any resolutions proposed at a general meeting of Vonex’s shareholders, subject to any voting rights under the Corporations Act 2001 (Cth) (Corporations Act) or the NSX Listing Rules where such rights cannot be excluded by these terms.

(d) (No Dividend Rights): Performance Rights do not entitle the Holder to any dividends.

(e) (No Return of Capital Rights): Performance Rights do not entitle the Holder to any right to a return of capital, whether on a winding up, upon a capital reduction or otherwise.

(f) (No Rights on Winding Up): Upon winding up of Vonex, Performance Rights may not participate in the surplus profits or assets of Vonex.

(g) (Transfer of IP Consideration Securities : Performance Rights are transferable.

(h) (Reorganisation of Capital): In the event that the issued capital of Vonex is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the NSX Listing Rules at the time of reorganisation provided that, subject to compliance with the NSX Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.

(i) (Application to NSX): Performance Rights will not be quoted on NSX. Upon conversion of Performance Rights that are subject to Hurdles 1, 2 and 3 into Vonex Shares in accordance with these terms, Vonex must, within seven (7) days after the conversion, apply for and use its best endeavours to obtain the official quotation on NSX of Vonex Shares arising from the conversion.

(j) (Participation in Entitlements and Bonus Issues): Subject always to the rights under item (h) (Reorganisation of Capital), Holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Vonex Shares such as bonus issues and entitlement issues.

(k) (Amendments required by NSX): The terms of the Performance Rights may be amended as necessary by the board of directors of Vonex in order to comply with the NSX Listing Rules, or any directions of NSX regarding the terms provided that, subject to compliance with the NSX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.

(l) (No Other Rights): Performance Rights 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.

Conversion of Performance Rights forming part of the IP Consideration Securities

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(m) (Milestones): Performance Rights forming part of the IP Consideration Securities will convert upon satisfaction of the following milestones:

(i) 4 million Performance Rights will convert into 4 million Vonex Shares on the occurrence of completion of the beta version of the Oper8tor app and commencement of the official Oper8tor launch in Europe (Hurdle 1);

(ii) 10 million Performance Rights will convert into 10 million Vonex Shares on the occurrence upon the Oper8tor app achieving 10 million Active Users. (Hurdle 2).

(iii) 20 million Performance Rights will convert into 20 million Vonex Shares on the occurrence upon the Oper8tor app achieving 50 million Active Users. (Hurdle 3)

(each referred to as a Milestone).

(n) (Conversion of Performance Rights: Subject to (h), each Performance Right that has not been redeemed in accordance with (p), will convert upon the relevant Milestone being achieved and on conversion Vonex will make an announcement to NSX.

(o) (Redemption if Milestone not achieved): If any of the Milestones are not achieved within 5 years after the Issue Date, the Performance Rights held by a Holder will be automatically redeemed by the Company for the sum of $0.0000001 within 10 Business Days of the expiration date of 5 years.

(p) (Change in Control): Upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of Vonex and:

(ii) having received acceptances for not less than 50.1% of Vonex’s shares on issue; and

(iii) having been declared unconditional by the bidder;

(iv) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of Vonex or its amalgamation with any other company or companies; or

(v) the multi-platform phone call and messaging communication app called “Oper8tor” is spun out into a separate Company then, to the extent permitted by the NSX Listing Rule, the Performance Rights will automatically convert into Vonex Shares.

(q) (After Conversion): Vonex Shares issued on conversion of Performance Rights will, upon and from their issue, rank equally with and confer rights identical with all other Vonex Shares then on issue and application will be made by Vonex to NSX for official quotation of Vonex Shares issued upon conversion (subject to complying with any restriction periods required by the NSX).

(r) (Conversion Procedure): Vonex will issue the Holder with a new holding statement for Vonex Shares as soon as practicable following the conversion of Performance Rights into Vonex Shares.

30

A N N E X U R E C - T E R M S & C O N D I T I O N S O F A W D P E R F O R M A N C E S H A R E S

The terms and condition of the AWD Performance Shares are as follows.

(a) (AWD Performance Shares): Each AWD Performance Share is a share in the capital of AWD.

(b) (General Meetings): AWD Performance Shares shall confer on the holder (Holder) the right to receive notices of general meetings and financial reports and accounts of AWD that are circulated to AWD’s shareholders. Holders have the right to attend general meetings of AWD’s shareholders.

(c) (No Voting Rights): AWD Performance Shares do not entitle the Holder to vote on any resolutions proposed at a general meeting of AWD’s shareholders, subject to any voting rights under the Corporations Act 2001 (Cth) (Corporations Act) or the ASX Listing Rules where such rights cannot be excluded by these terms.

(d) (No Dividend Rights): AWD Performance Shares do not entitle the Holder to any dividends.

(e) (No Return of Capital Rights): AWD Performance Shares do not entitle the Holder to any right to a return of capital, whether on a winding up, upon a capital reduction or otherwise.

(f) (No Rights on Winding Up): Upon winding up of AWD, AWD Performance Shares may not participate in the surplus profits or assets of AWD.

(g) (Transfer of AWD Performance Shares): AWD Performance Shares are not transferable.

(h) (Reorganisation of Capital): In the event that the issued capital of AWD 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 provided that, subject to compliance with the ASX Listing Rules, following such reorganisation the economic and other rights of the Holder are not diminished or terminated.

(i) (Application to ASX): AWD Performance Shares will not be quoted on ASX. Upon conversion of AWD Performance Shares into AWD Shares in accordance with these terms, AWD must within seven (7) days after the conversion, apply for and use its best endeavours to obtain the official quotation on ASX of AWD Shares arising from the conversion.

(j) (Participation in Entitlements and Bonus Issues): Subject always to the rights under item (h) (Reorganisation of Capital), Holders of AWD Performance Shares will not be entitled to participate in new issues of capital offered to holders of AWD Shares such as bonus issues and entitlement issues.

(k) (Amendments required by ASX): The terms of AWD Performance Shares may be amended as necessary by the board of directors of AWD in order to comply with the ASX Listing Rules, or any directions of ASX regarding the terms provided that, subject to compliance with the ASX Listing Rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.

(l) (No Other Rights): AWD 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.

Conversion of AWD Performance Shares

(a) (Issue of AWD Performance Shares): AWD Performance Shares were issued on the Settlement Date.

(b) (Milestones): AWD Performance Shares will convert upon satisfaction of the following milestones:

(i) each Class B Performance Share will convert into one (1) AWD Share on the occurrence of:

31




(Milestone 2);

(ii) each Class C Performance Share will convert into one (1) AWD Share on the occurrence of either:




(Milestone 3);

(each referred to as a Milestone).

(c) (Conversion of AWD Performance Shares): Subject to (e), each AWD Performance Share that has not been redeemed in accordance with (d), will convert upon the relevant Milestone being achieved and on conversion AWD will make an announcement to ASX.

(d) (Redemption if Milestone not achieved): If Milestone 1 is not achieved within 2 years after the Settlement Date (Satisfaction Date 1), the Class A Performance Shares held by a Holder will be automatically redeemed by the Company for the sum of $0.0000001 within 10 Business Days of Satisfaction Date 1 and if Milestone 2 and Milestones 3 are not achieved within 3 years after the Settlement Date (Satisfaction Date 2), the Class B Performance Shares and Class C Performance Shares held will be automatically redeemed by the Company for the sum of $0.0000001 within 10 Business Days of Satisfaction Date 2.

(e) (Change in Control): Upon:

(i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of AWD and:

(ii) having received acceptances for not less than 50.1% of AWD’s shares on issue; and

(iii) having been declared unconditional by the bidder; or

(iv) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of AWD or its amalgamation with any other company or companies,

then, to the extent AWD Performance Shares have not converted into AWD Shares due to satisfaction of a Milestone, AWD Performance Shares automatically convert to that number of AWD Shares which when issued together with all AWD Shares issued under any other class of performance shares then on issue in AWD, is equal to the lesser of one AWD Share per AWD Performance Share and 10% of the total AWD Shares on issue at that time. AWD Performance Shares that are not converted into AWD Shares will continue to be held by the holder on the same terms and conditions.

32

(f) (After Conversion): AWD Shares issued on conversion of AWD Performance Shares will, upon and from their issue, rank equally with and confer rights identical with all other AWD Shares then on issue and application will be made by AWD to ASX for official quotation of AWD Shares issued upon conversion (subject to complying with any restriction periods required by the ASX).

(g) (Conversion Procedure): AWD will issue the Holder with a new holding statement for AWD Shares as soon as practicable following the conversion of AWD Performance Shares into AWD Shares.

33

A N N E X U R E D – V O N E X V E N D O R S ’ P E R F O R M A N C E S H A R E S H O L D I N G S

Vonex Vendor Class B Performance Shares

Class C Performance Shares

Finance West Pty Ltd 34,113,139 34,113,139

Carmine Lion Group Pty Ltd 26,191,607 26,191,607

Matthew Fahey 8,281,472 8,281,472

Guava Capital Ltd 6,547,902 6,547,902

Paton Superannuation Fund 4,714,489 4,714,489

Shane Robinson ATF Robinson Family Trust 4,435,391 4,435,391

Lateral Consulting (WA) Pty Ltd 4,412,762 4,412,762

Guava Capital Pty Ltd 4,243,040 4,243,040

Bruce & Janet Hummerston 3,985,629 3,985,629

Manna Management Pty Ltd ATF Thomas Family Trust 3,089,876 3,089,876

Robert Popovic 2,946,556 2,946,556

Thomas Family Holdings Pty Ltd ATF Thomas Family Superannuation Fund 2,757,976 2,757,976

GC Retirement Fund Pty Ltd 2,357,245 2,357,245

Carol McKee 2,032,885 2,032,885

Silver Consulting Pty Ltd 1,567,568 1,567,568

Glenn Taylor 1,414,347 1,414,347

Lung-Nien Lee 1,190,528 1,190,528

BKM Unit Trust 1,103,190 1,103,190

George Daniell 1,103,190 1,103,190

Monza Holdings Pty Ltd 1,103,190 1,103,190

Travis Styles ATF The Styles Family Trust 1,103,190 1,103,190

Sadekor Pty Ltd (Super Fund) 1,103,190 1,103,190

Scott Alexander 827,393 827,393

Sadekor Pty Ltd (ATF Koranis Family Trust) 827,393 827,393

Michael Paton ATF the Paton Family Trust 785,747 785,747

Navajo Investments Ltd 776,922 776,922

Manna Management Super Fund 707,173 707,173

Ocean Del 598,740 598,740

Clive Lung 589,311 589,311

Graeme Bernard Lord ATF Legacy Family Trust 589,311 589,311

Ian Masters 589,311 589,311

Andrew Woodcock 551,595 551,595

Atlingar Pty Ltd 551,595 551,595

Glen & Rachael McDonald 551,595 551,595

Guy Hopkins 551,595 551,595

Marmarluonar Pty Ltd 551,595 551,595

Patrick Henry Steinbacher 551,595 551,595

34

Brisbane Export Corporation No2 Superannuation Fund 504,450 504,450

Gusparker Pty Ltd ATF Gusparker Superannuation Fund 499,736 499,736

Brydie Mckee ATF Midas Superannuation Fund 491,485 491,485

Kingwest 413,696 413,696

Com Dev Consultants Pty Ltd 294,656 294,656

KD & AD Kolinac ATF K.Kolinac Super Fund 275,798 275,798

Kerry Kolinac 275,798 275,798

Gordon Thomas Sugget 176,793 176,793

Terese M Dolphin 176,793 176,793

Romaturn Nominees Pty Ltd 176,793 176,793

Varun Chopra 152,683 152,683

Angus Parker 141,435 141,435

Link Developments & Co Pt Ltd ATF Verini Family Trust 137,899 137,899

Nannook Holdings Pty Ltd ATF Pereira Superannuation Fund 117,862 117,862

Sean Posner 98,219 98,219

Total Performance Shares 133,333,334 133,333,334

35

VONEX LTD ACN 063 074 635

P R O X Y F O R M The Company Secretary Vonex Ltd By delivery: By post: By facsimile: Ground Floor PO Box 510 +61 8 9486 4799 Unit 5, 1 Centro Avenue Subiaco WA 6904 SUBIACO WA 6008 Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We1__________________________________________________________________________________________________

of _____________________________________________________________________________________________________

being a Shareholder/Shareholders of the Company and entitled to ________________________________________________

votes in the Company, hereby appoint:

The Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally on my/our behalf at the Meeting to be held at Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008 on Friday, 28 July 2017 at 10:00am (WST) and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit, except for as set out below).

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

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an . Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows: For Against Abstain

Resolution 1 Consolidation of Capital

Resolution 2 Approval to Issue Capital Raising Shares

Resolution 3 Variation of Class B Performance Shares

Resolution 4 Variation of Class C Performance Shares

Resolution 5 Approval to Issue IP Consideration Securities Shares

Resolution 6 Issue of Performance Rights to Mr Nicholas Ong

Resolution 7 Issue of Performance Rights to Mr David Vilensky

Resolution 8 Issue of Performance Rights to Mr Matthew Fahey

36

Resolution 9 Issue of Performance Rights to Mr Angus Parker

Resolutions 10 and 11 to be voted on only by shareholders holding Class B and Class C Performance Shares (Vonex Vendors)

Resolution 10 Variation of Class B Performance Shares

Resolution 11 Variation of Class C Performance Shares

Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented. * If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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

Individual or Shareholder 1

Shareholder 2

Shareholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

________________________________ _______________ ___________________ Contact Name Contact Daytime Telephone Date 1Insert name and address of Shareholder Proxy Notes: A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company. If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry. You must sign this form as follows in the spaces provided: Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively,

attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole

Company Secretary can also sign. Please indicate the office held by signing in the appropriate space. If a representative of the corporation is to attend the General Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry. Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the address below no later than 48 hours prior to the time of commencement of the General Meeting (WST). Hand deliveries: Ground Floor Unit 5, 1 Centro Avenue, Subiaco WA 6008 Postal address: PO Box 510, Subiaco WA 6904 Facsimile: (08) 9486 4799 if faxed from within Australia or + 61 8 9486 4799 if faxed from outside Australia.

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