Digitalx : Notice of General Meeting

Notice is given that the Meeting will be held at:

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

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.

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 10:00am (WST) on 4 February 2017.

1. RESOLUTION 1 - ISSUE OF SHARES TO RELATED PARTY - MR WILLIAM BRINDISE

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

   "That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue such number of Shares that is equal to US$56,250 (converted to Australian Dollars at the prevailing exchange rate on the date of the Meeting) at an issue price of $0.05 to William Brindise (or his nominee) on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by William Brindise (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
2. RESOLUTION 2 - RATIFICATION OF PRIOR ISSUE - SHARES

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

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 10,580,303 Shares on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
3. RESOLUTION 3 - RATIFICATION OF PRIOR ISSUE - TRANCHE 1 PLACEMENT SHARES

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

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,297,634 Shares issued under Listing Rule

   7.1 on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.

   2916-08/1630757_4 1

4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE - TRANCHE 1 PLACEMENT SHARES

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

   "That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,642,366 Shares issued under Listing Rule 7.1A on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
5. RESOLUTION 5 - APPROVAL TO ISSUE PLACEMENT OPTIONS

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

   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 15,970,000 Placement Options on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
6. RESOLUTION 6 - APPROVAL TO ISSUE SPP OPTIONS

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

   "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to such number of SPP Options to Eligible Shareholders that participate in the SPP Offer equal to one Option for every two Shares subscribed for by those Eligible Shareholders on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a 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. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.
7. RESOLUTION 7 - APPROVAL TO PARTICIPATE IN PLACEMENT - MR LEIGH TRAVERS

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

   "That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 500,000 Shares and 250,000 Options to Leigh Travers (or his nominee) on the terms and conditions set out in the Explanatory Statement."

   Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Leigh Travers (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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. Voting Prohibition Statement:

   A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

8. the proxy is either:

9. a member of the Key Management Personnel; or‌

10. a Closely Related Party of such a member; and

11. the appointment does not specify the way the proxy is to vote on this Resolution.

    However, the above prohibition does not apply if:

12. the proxy is the Chair; and

13. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

15. RESOLUTION 8 - APPROVAL TO PARTICIPATE IN PLACEMENT - MR TOBY HICKS

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

    "That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 300,000 Shares and 150,000 Options to Toby Hicks (or his nominee) on the terms and conditions set out in the Explanatory Statement."

    Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Toby Hicks (and his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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. Voting Prohibition Statement:

    A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

16. the proxy is either:‌

17. a member of the Key Management Personnel; or

18. a Closely Related Party of such a member; and

19. the appointment does not specify the way the proxy is to vote on this Resolution.

20. However, the above prohibition does not apply if:

21. the proxy is the Chair; and‌

22. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.