1 Page : Notice of General Meeting/Proxy Form

1-Page Limited ACN 112 291 960‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

Notice of General Meeting and Explanatory Memorandum to Shareholders‌‌‌

ALL DIRECTORS (EXCEPT MS. RILEY) CONSIDER THAT RESOLUTION 1 IS IN THE BEST INTEREST OF THE COMPANY AND THE VAST MAJORITY OF SHAREHOLDERS AND RECOMMEND THAT SHAREHOLDERS‌

VOTE FOR THIS RESOLUTION

ALL DIRECTORS (EXCEPT MS. RILEY) CONSIDER THAT RESOLUTIONS 2-9 ARE NOT IN THE BEST INTERESTS OF THE COMPANY AND THE VAST MAJORITY OF SHAREHOLDERS AND RECOMMEND THAT SHAREHOLDERS‌ VOTE AGAINST THESE RESOLUTIONS (EACH DIRECTOR ABSTAINING ON THE RESOLUTION RELATING TO THEMSELVES) Date of Meeting 15 May 2017‌ Time of Meeting 11am AEST Place of Meeting Level 12, 225 George Street, Sydney NSW 2000 A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

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

This Notice of General Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting. Should you wish to discuss the matters in this Notice of General Meeting please do not hesitate to contact the Company Secretary on

[phone]

Letter from the Chairman

12 April 2017

Dear Shareholders,

The independent directors unanimously recommend that all shareholders vote FOR Resolution 1 to remove Ms. Riley as a director and

AGAINST all other Resolutions1

Enclosed with this letter you will find a notice of meeting regarding an important decision impacting all shareholders.

As previously announced on 27 February 2017, the Company received notices under the Corporations Act from each of Ms. Joanna Riley and Mr. Andrew Chapman, in each case requiring the Company to requisition a meeting to consider certain resolutions.

The purpose of the Meeting is to consider two competing sets of resolutions:

• (Resolution 1) a resolution to remove Ms. Riley as director; and

• (Resolutions 2-9) resolutions to remove all directors other than Ms. Riley, and to appoint replacement directors nominated by Ms. Riley.

  If Resolution 1 is successful, the remaining directors intend to seek to sell or wind down the U.S. business. The independent directors unanimously believe that it is not in the best interests of shareholders other than Ms. Riley for the Company to continue to operate the U.S. business, with the associated depletion of the company's remaining assets and destruction of its remaining value.

  If Resolutions 2-9 are successful, the Board understands that Ms. Riley intends to continue operating the U.S. business in the hope that its revenue will increase to the point where the Company becomes sustainable before its remaining cash reserves are exhausted.

  All directors other than Ms. Riley urge you to vote FOR the resolution to remove Ms. Riley as director and to vote AGAINST Ms. Riley's proposed resolutions for the reasons summarised below and explained further in the attached Explanatory Statement.1

  Reasons to vote AGAINST the resolutions proposed by Ms. Riley

  All directors other than Ms. Riley (including all the independent directors on the Board) unanimously reject Ms. Riley's motion to replace the board with her slate of nominee directors.

  If given control of the Company, the other directors on the Board believe there will be little to no fiscal restraint placed upon Ms. Riley and shareholder value will ultimately deteriorate.

  Of the current board, each of the directors other than Ms. Riley are relatively new to 1-Page and are independent of management. Initially the independent directors were supportive of management and approved a shift in strategy and the hiring of some experienced managers to assist Ms. Riley and the 1- Page team.

  Over the past several months the director (other than Ms. Riley) have been increasingly concerned about the lack of revenue growth and an unsustainable burn rate of the company's cash. In addition, the

  1 Each director abstains in relation to the resolution concerning their own directorship.

  serial changes in the management ranks at 1-Page have continued to make it very difficult for the company to execute on its strategy.

  Given the absence of any sustainable growth, the current independent directors have forced management to reduce expenditures and will continue to do so.

  If shareholders vote to remove Ms. Riley as a director, the remaining members of the Board intend to accelerate cost cutting and seek the sale of the company's assets. If a sale cannot be successfully completed, the Board intends to wind down the U.S. operations of the Company to minimise the cash burn and preserve the Company's remaining assets.

  This strategic shift will preserve the value remaining in 1-Page and create additional options for the Company's long-suffering shareholders.

  We believe shareholders have a simple decision - vote for the independent directors to preserve and protect shareholder value by stopping the cash burn, or vote for current management who will continue to rapidly deplete the company's remaining assets with the same failed strategy.

  Board Recommendation

  Following careful consideration of the resolutions proposed by Ms. Riley, your independent directors strongly believe that the proposed resolutions, and Ms. Riley's continued presence on the Board, are not in the best interests of all shareholders.

  Please take the time to read the Notice of Meeting and Explanatory Statement enclosed, which provide more information in relation to the resolutions and provide details on how to vote.

  As the resolutions will have a direct impact on the future of 1-Page and the value of your investment, the directors (other than Ms. Riley) encourage you to exercise your vote:
• FOR Resolution 1, to remove Ms. Riley from the board of 1-Page; and

• AGAINST Resolutions 2 to 9 (being the resolutions proposed Ms. Riley) to ensure those proposals are rejected.2

  To reject Ms. Riley's proposals you must vote AGAINST them by either:
• completing and returning the enclosed Proxy Form; or
• voting in person at the Meeting.

If you have any questions or comments on the Board's recommendation or your investment in 1-Page, please contact Tod McGrouther on [e-mail] or [phone].

Yours Sincerely,

John Fennelly

Executive Chairman

2 Each director abstains in relation to the resolution concerning their own directorship.

Notice of Meeting to Shareholders

Notice is given that a General Meeting of Shareholders of 1-Page Limited (the Company) will be held at Level 12, 225 George Street, Sydney NSW 2000 on 15 May 2017 at 11am (AEST).

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

Capitalised terms contained in this Notice of Meeting have the meaning set out in Schedule 1 of the Explanatory Memorandum accompanying this Notice of Meeting.

Resolution 1 - Removal of Ms Joanna Riley as director

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

"That in accordance with the Constitution of 1-Page Limited, Ms Joanna Riley be removed as a director of 1-Page Limited with immediate effect."

All of the Directors (other than Ms. Riley) recommend that Shareholders vote FOR Resolution 1. Ms. Riley recommends that Shareholders vote AGAINST Resolution 1.

Resolution 2 - Removal of Mr Andrew Chapman as director

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

ordinary resolution:

"That Mr Andrew Chapman be removed from office with effect from the close of the meeting."

All of the Directors (other than Mr. Chapman, who abstains, and Ms. Riley) recommend that Shareholders vote AGAINST Resolution 2.

Ms. Riley recommends that Shareholders vote FOR Resolution 2.

Resolution 3 - Removal of Mr John Fennelly as director

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

ordinary resolution:

"That Mr John Fennelly be removed from office with effect from the close of the meeting."

All of the Directors (other than Mr. Fennelly, who abstains, and Ms. Riley) recommend that Shareholders vote AGAINST Resolution 3.

Ms. Riley recommends that Shareholders vote FOR Resolution 3.