Notice of General Meeting/Proxy Form

For personal use only

Notice is given that the general meeting of ActivEX Limited (Company) will be held at Suite 2, 3B Macquarie Street, Sydney NSW 2000 on Wednesday, 12 January 2022 and will commence at 4:30pm (Sydney time).

The Explanatory Memorandum accompanying this Notice provides additional information on the matters to be considered at the Meeting. The Explanatory Memorandum is intended to be read in conjunction with, and forms part of, this Notice. The accompanying Shareholder Information is also intended to be read by Shareholders and forms part of this Notice.

Words that are defined in the Explanatory Memorandum have the same meaning when used in this Notice, unless the context requires otherwise.

BUSINESS

Resolution 1: Ratification of prior issue of Shares to various sophisticated and professional investors

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, the previous issue of 26,569,901 ordinary shares in the capital of the Company to sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum be and is hereby ratified and approved."

Voting exclusion statement:

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of a person who participated in the placement announced on 18 November 2021 (Placement) or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 1 by:

1. a person as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 as the Chair decides; or
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 1, in accordance with a direction given to the Chair to vote on Resolution 1 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. • 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 Resolution 1; and
   • the holder votes in Resolution 1 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 1.

Resolution 2: Approval of issue of Options to various sophisticated and professional investors

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

"That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue up to 13,284,950 Options to subscribe for fully paid ordinary shares in the capital of the Company to various sophisticated and professional investors on the terms and conditions set out in the Explanatory Memorandum."

For personal use only

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 2 by:

1. a person as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 as the Chair decides; or
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 2, in accordance with a direction given to the Chair to vote on Resolution 2 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. • 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 Resolution 2; and
   • the holder votes in Resolution 2 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 2.

Resolution 3: Approval of issue of Options to the Joint Lead Managers

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

"That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue up to 2,500,000 Options to subscribe for fully paid ordinary shares in the capital of the Company to the Joint Lead Managers on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 3 by:

1. a person as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 as the Chair decides; or
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 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. • 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 Resolution 3; and
   • the holder votes in Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 3.

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Resolution 4: Approval of issue of Shares to Star Diamond Developments

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

"That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue up to 12,500,000 Shares in the capital of the Company to Star Diamond Developments or its nominee on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 4 by:

1. a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 as the Chair decides; or
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a direction given to the Chair to vote on Resolution 4 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. • 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 Resolution 4; and
   • the holder votes in Resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 4.

Resolution 5: Approval to issue Shares and Options under the Proposed Placement

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

"That for the purposes of Listing Rule 7.1 and all other purposes, approval be given for the Company to issue up to 50,000,000 Shares and up to 25,000,000 Options, on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 5 by:

1. a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 as the Chair decides; or
2. the Chair of the meeting as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 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. • 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 Resolution 5; and

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• the holder votes in Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 5.

By order of the Board

William Kuan

Company Secretary

Date: 9 December 2021