Quantify Technology : Notice of General Meeting/Proxy Form

QUANTIFY TECHNOLOGY HOLDINGS LIMITED

ACN 113 326 524

NOTICE OF GENERAL MEETING

TIME:	8.30am
DATE:	22 April 2021
PLACE:	Ground Floor
	216 St Georges Terrace
	Perth WA 6000

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone].

C O N T E N T S

Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	3
Glossary	5
Proxy Form

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 8.30am (WST) on Thursday, 22 April 2021 at:

Ground Floor, 216 St Georges Terrace, Perth WA 6000

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 20 April 2021.

Voting in person

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

You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that Resolution.

Voting by proxy

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

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

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 - ISSUE OF SHARES TO RELATED PARTY

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

That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue to Mr Gary Castledine (or his nominee) that number of Shares, when multiplied by the issue price will equal $50,000, on the terms and conditions set out in the Explanatory Statement.

Voting Exclusion:

The Company will disregard any votes cast in favour of this resolution by or on behalf of Mr Gary Castledine (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

However, the Company need not disregard a vote cast in favour of this Resolution if it is cast by:

1. a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair as proxy or attorney for a person who is entitled to vote of the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. RESOLUTION 2 - CHANGE OF COMPANY NAME

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

That, for the purpose of section 157 of the Corporations Act 2001 and for all other purposes, approval is given for the name of the Company to be changed to Zimi Limited.

Dated: 15 March 2021

By order of the Board

Neville Bassett

Company Secretary

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E X P L A N A T O RY S T A T E M E N T

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

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

1. RESOLUTION 1 - ISSUE OF SHARES TO RELATED PARTY

1.1 General

Resolution 1 seeks shareholder approval for the issue of Shares to Mr Gary Castledine (or his nominee), a former director of the company.

Mr Castledine was appointed to the board of the Company as a non-executive director on 9 October 2018 and resigned on 16 February 2021as part of a Board restructure. The Company has engaged the services of Mr Castledine in an advisory capacity for a period of 12 months, the consideration for which will be the issue of the Shares the subject of this Resolution 1. Mr Castledine has agreed to a 12 month restriction period in dealing in the Shares.

The advisory services will be provided for a period of 12 months from 16 February 2021. The services to be provided by Mr Castledine will principally relate to advice on and review of strategic business opportunities, ongoing funding for the Company, shareholder relations and such other consulting services as mutually agreed between the parties.

1.2 Listing Rule 10.11

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

1. a related party;
2. a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
3. a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
4. an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
5. a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of Shares to Mr Castledine falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11. Mr Castledine is a related party by virtue of having been a director of the Company within the past 6 months.

Resolution 1 seeks Shareholder approval for the issue of Shares to Mr Castledine for the purposes of Listing Rule 10.11.

1.3 Technical Information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to issue Shares Mr Castledine to the value of $50,000 based on the Issue Price referred to in paragraph 1.4 (d), in consideration of the

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provision of advisory services. As approval is being obtained under Listing Rule 10.11, any Shares issued to Mr Castledine (or his nominee) under Resolution 1 will not use up any of the Company's 15% annual placement capacity.

If Resolution 1 is not passed, no Shares will be issued to Mr Castledine.

1.4 Technical information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to the issue of Shares:

1. the Shares will be issued to Mr Gary Castledine (or his nominee), who falls within the category set out in Listing Rule 10.11.1, as Mr Castledine is a related party of the Company by virtue of having been a director of the Company within the past 6 months;
2. the maximum number of Shares to be issued to Mr Castledine is up to that number of Shares which, when multiplied by the Issue Price, equals $50,000 (refer examples below);
3. the Shares will be issued no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the Shares will be issued on one date;
4. the issue price is not yet known, but will be determined as the price equal to the 30 day VWAP of the Company's shares as traded on ASX over the 30 day period on which sales in the Company's shares are recorded preceding the date of this Meeting (Issue Price) (refer examples below);
5. the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
6. No funds will be raised from the issue of Shares. The Shares are being issued as consideration for future advisory services; and
7. a voting exclusion statement is included in the Notice.

Based on the last traded price of Shares on ASX prior to the date of this Notice and changes in the issue price as indicated in the table below, the maximum number of Shares that may be issued are as follows:

	Issue Price	Maximum number of
		Shares
Issue Price based on last traded price on ASX	$0.02	2,500,000
50% decrease in Issue Price	$0.01	5,000,000
100% increase in Issue Price	$0.04	1,250,000

2. RESOLUTION 2 - CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 2 seeks the approval of Shareholders for the Company to change its name to "Zimi Limited".

The Board considers that the proposed change of name is a rebranding of the Company to more accurately reflect the future operations of the Company intended to take the Company to the next level of productivity and performance.

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