Form 603

Corporatlons Aét 2001

Section 671B

Notice of initial substantial holder

603 page 212 15 July 2001

To Company Name/Scheme

Adslot Ltd

ACN/ARSN

001287 510

1. Details of substantialholder (1) Name

ACN/ARSN (if applicable)

Geoffrey James Dixon

The holder became a substantlalholder on

23/12/2013

2. Detalls of votlng power

The total number of votes attached to ali the voting shares in the company or voting interests in the scheme that the substantialholder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantialholder are as follows:

Class of securitles (4) Number of securities Person's votes (5)

Voting power (6)

Fully paìd ordinary shares 86,252.015 86,252,015 (Shares)

8.79%

3. Details of relevant lnterests

The nature of the relevant interest the substantialholder or an associate had in the following voting securities on the date the substantialholder became a

substantial holdera-r-e -as-fo-ll-ow--s:-----------------------------------------------------------

Holder of relevant interest Nature of relevant interest (7)

Class and number of securities

Dawnie Dixon P!y Ltd AFT Dixon

Family Superannuation Fund

lssue of Shares as consideration under the schema of arrangement between

Facilitate DigitaiHoldings Limited

(Facilitate) and its shareholders under 72452,688 Shares

which ali of the shares of Facilitate will be acquired by Adslot Ltd (Scheme)

G & D Dixon lnvestments Pty ltd AFT lssue of Shares as consideration under

Dixon Family lnvestment Trust Schema 12,302,184 Shares

Dawn Dixon (wife of Geoffrey James lssue of Shares as consideration under

Dixon) Scheme 1,497,143 Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant Registered holder of lnterest securities

Person entitled to be registered as holder (8)

Class and number ofsecurities

Dawnie Dlxon Pty Ltd

Dawnie Dixon P!y Ltd

N/A

72,452,688 Shares

G & D Dixon lnvestments Pty

Ltd

G & D Dixon lnvestments Pty

Ltd

N/A

12,302,184 Shares

Dawn Dixon

Dawn Dixon

N/A

1,497,143 Shares

S. Consideration

The consideration paid for each relevant interest referred lo in paragraph 3 above,and acquired in the four months prior to the day that the substantialholder became a substantialholder ls as follows:

Holder of relevant interest

n:: wnio nivnn Dtv 1 tti

Date of acquisition Consideration (9)

Cash l Non-cash

Class and number of securities

G & D Dixon lnvestments pty

LId

23 December 2013

Consìderation under Scheme

12,302,184 Shares

Dawn Dìxon

23 December 2013

Consideration under Scheme

1,497,143 Shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantialholder are as follows:

Name and ACN/ARSN (if applicable)

Nature of association

Dawnìe Dìxon Pty ltd

Geoffrey James Dìxon controls Dawnìe Dìxon Ply Ltd

G & D Dìxon lnvestments Ply Ltd

Geoffrey James Dìxon controls G & D Dixon lnvestments Ply Ltd

Dawn Dìxon

Wrfe of Geoffrey James Dixon

7. Addresses

The addresses of persons named in thìs form are as follows:

Name Address
Geoffrey James Dìxon

Dawnìe Dixon Ply ltd

G & D Dìxon lnvestments Ply ltd

Dawn Dixon

Signature

print name Geoffrey James Dixon capacity

slgn here date 2311212013

DIRECTIONS

(1) lf there are a number of substantialholders wlth simliar or related relevant interests (eg. a corporation and its related corporations,or the manager and trustee of an equity trust), the names could be ìncluded in an annexure to the form. lf the relevant ìnterests of a group of persons are essentlally sìmilar, they may be referred lo throughout the form as a specìfically named group ìf the membershìp of each group,with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definitìon of "relevant interest" in sectìons 608 and 6718(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The totalnumber of votes attached lo ali the voting shares in the company or voting interests In the schema (if any) that the person or an associate has a relevant interest in.
(6) The person's votes divìded by the total votes in the body corporale or scheme multiplied by 100.
(7) Include detaìls of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. lf subsection 6718(4) applies,a copy of any document setting out the terms of any relevant agreement,and a statement by the person giving full and accurate details of any contract, schema or arrangement,musiaccompany this form, together with a wrìtten statement certifying this contract.scheme or arrangement;and
(b) any qualification of the power of a person to exercise,controlthe exercise of,or influence the exercise of, the voting powers or disposal of the securities lo which the relevant interest relates (indicating,clearly the particular securities to which the qualification applies).
See the definitlon of "relevant agreement" in section 9 of the Corporatlons Act 2001.
(8) lf the substantial holder is unable to determina the identity ofthe person (eg.if the relevant interest arises because of an option) write "unknown."'

(9) Delails of lhe consideration musiinclude any and ali benefits,moneys and olher, that any person from whom a relevant intereslwas acquired has,or may, become entitled to receive in relation to that acquisilion. Details musibe included even if the benefit is condilionalon the happening or not of a conlingency. Details musibeincluded of any benefit paid on behalf of lhe substantial ho!der or ils associate in relation to the acquisitions, even if lhey are not paid directly to the person from whom the relevant interest was acquired.

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