Quantify Technology : Notice of Annual General Meeting/Proxy Form

Quantify Technology

Holdings Limited

ACN 113 326 524

Notice of Annual General Meeting,

Explanatory Statement, and Proxy Form

Annual General Meeting to be held at

Ground Floor

216 St Georges Terrace

Perth Western Australia 6000

At 3.30pm (WST) on 30 November 2020

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Independent Expert's report

should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice

from your accountant, solicitor, or other professional adviser prior to voting.

INDEPENDENT EXPERT'S REPORT

Shareholders of the Company should carefully consider the Independent Expert's report prepared for the purpose of the Shareholder approval under Section 611 item 7 of the Corporations Act (refer to Resolution 4). The Independent Expert has determined the Acquisition is not fair but reasonableto non-associated Shareholders.

Important Information

Contents

Item	Page
Notice of Annual General Meeting	2
Voting Exclusions	5
Proxy Appointment, Voting and Meeting Instructions	7
Explanatory Statement	10
Glossary	46
Schedule 1 - Summary of Acquisition Agreement	49
Schedule 2 - Pro-forma Statement of Financial Position	51
Schedule 3 - Terms and conditions of Performance Rights	53
Schedule 4 - Terms of Distribution Agreement	58
Schedule 5 - Vendor Parties corporate structure	59
Schedule 6 - Terms and Conditions of Lead Manager Options	60
Schedule 7 - Proposed Amendments to Constitution	63
Annexure A - Independent Expert's Report	Attached
Proxy Form	Attached

Important dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event	Date
Last day for receipt of Proxy Forms - Proxy	3.30pm (WST) on 28 November 2020
Forms received after this time will be disregarded
Snapshot date for eligibility to vote	3.30pm (WST) on 28 November 2020
Annual General Meeting	3.30pm (WST) on 30 November 2020

Defined terms

Capitalised terms used in this Notice of Annual General Meeting will, unless the context otherwise requires, have the same meaning given to them in the Glossary set out in the Explanatory Statement.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Quantify Technology Holdings Limited (ACN 113 326 524) (Company or Quantify) will be held at Ground Floor, 216 St Georges Terrace, Perth WA at 3.30pm (WST) on 30 November 2020 for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

The Explanatory Statement that accompanies and forms part of this Notice describes the various matters to be considered.

AGENDA

To consider, and if thought fit to pass, the resolutions set out below as an advisory resolution (in respect of Resolution 1), ordinary resolutions (in respect of Resolutions 2 to 7) and as special resolutions (in respect of Resolutions 8 and 9).

Financial Statements and Reports

To receive and consider the Financial Statements, Directors' Report, and Auditor's Report of the Company for the financial year ended 30 June 2020.

Resolution 1: Adoption of the Remuneration Report

To consider and, if thought fit to pass, with or without amendment, the following resolution as a non- binding advisory resolution:

"That the Remuneration Report contained in the Directors' Report for the year ended 30 June 2020 be adopted by the Company."

Notes: In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies.

Resolution 2: Re-election of Peter Rossdeutscher as a Director

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

"That for the purposes of Listing Rule 14.4 and article 58.1 of the Constitution and for all other purposes, Mr Peter Rossdeutscher retires by rotation in accordance with article 58.3 of the Company's Constitution and being eligible offers himself for election, be elected as a Director."

Resolution 3: Approval of Share Consolidation

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

"That under and for the purposes of section 254H of the Corporations Act, Listing Rule 7.20, and for all other purposes, Shareholders hereby approval and authorise the Directors to consolidate the issued share capital of the Company on the basis that every twenty-five (25) Shares on issue, be consolidated into two (2) Shares, with all fractional entitlements to be rounded up to the nearest whole number, and a corresponding consolidation of all other securities on issue, in the manner and on the terms and conditions set out in the Explanatory Statement (Consolidation)."

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Resolution 4: Approval to issue the Consideration Shares to the Vendor for the Acquisition of GSM Innovations Pty Ltd

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

"Subject to Shareholder approval of Resolutions 3, 5, and 6, that under and for the purposes of item 7 of section 611 of the Corporations Act, and for all other purposes, Shareholders approve:

1. the issue by the Company of a total of 240,000,000 Shares (on a post-Consolidation basis) (Consideration Shares) and the issue of up to 110,000,000 Shares on the vesting of 110,000,000 Performance Rights to the Vendor or its nominees as part- consideration for the Company's acquisition of all shares in GSM Innovations Pty Ltd; and
2. as a consequence of the issue of the Consideration Shares, for the Vendor Parties to acquire a relevant interest in the voting shares of the Company and voting power in the Company to a maximum of approximately 39.95%; and
3. as a consequence of the issue of Shares on the vesting of 110,000,000 Performance Rights, for the Vendor Parties to acquire a relevant interest in the voting shares of the Company and voting power in the Company to a maximum of approximately 49.2% on a fully diluted basis,

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

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by RSM Corporate Australia Pty Ltd and attached at Annexure A to this Notice for the purposes of the Shareholder approval required under item 7 of section 611 of the Corporations Act. The Independent Expert's Report opines on the fairness and reasonableness of the Acquisition.

The Independent Expert has determined that the Acquisition is not fair but reasonableto non- associated Shareholders.

Resolution 5: Approval to issue Performance Rights to the Vendor for the Acquisition of GSM Innovations Pty Ltd

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

"Subject to Shareholder approval of Resolutions 3, 4, and 6, that under and for the purposes of Listing Rules 6.1 and 7.1, and for all other purposes, Shareholders hereby approve the issue of 110,000,000 Performance Rights (on a post-Consolidation basis) to the Vendor or its nominee as part-consideration for the Company's acquisition of all shares in GSM Innovations Pty Ltd (Performance Rights), to be issued in two tranches comprising 55,000,000 Performance Rights each, in the manner and on the terms and conditions set out in Schedule 3 to the Explanatory Statement and in the manner and on the terms and conditions set out in the Explanatory Statement."

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by RSM Corporate Australia Pty Ltd and attached at Annexure A to this Notice for the purposes of the Shareholder approval required under Listing Rule 6.1. The Independent Expert's Report opines on the fairness and reasonableness of the Performance Rights.

The Independent Expert has determined that:

1. the number of proposed Performance Rights to be issued as Trance 1 Performance Rights is fair and reasonableto the non-associated Shareholders; and

1. the number of proposed not fair but reasonable

Performance Rights to be issued as Trance 2 Performance Rights is to the non-associated Shareholders.

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