Quantify Technology : US Market Entry and Advisor Appointment

Quantify appoints technology veteran Peter Osmond as advisor to accelerate its strategic entry into the US market

ASX RELEASE 18 May 2017

Highlights

• Quantify Appoints US technology veteran, Peter Osmond as an advisor to help formulate and execute the Company's US expansion plan

• Mr Osmond has spearheaded corporate development, new product launches and acquisitions at technology giants such as Symantec and Cisco, and will help facilitate introductions between Quantify and large, potential partners

• Quantify has commenced discussions with US technology leaders on potential partnership arrangements

• US IoT market is growing at 33% CAGR and is forecast to reach US$661 billion by 20211

  Quantify Technology Holdings Limited (ASX: QFY) ('Quantify' or the 'Company'), a unique and disruptive player in the multi-billion-dollar Internet-of-Things (IoT) market, is pleased to announce the appointment of Peter Osmond as a strategic advisor to accelerate the Company's planned expansion into the United States market.

  Mr. Osmond will advise Quantify on its entry strategy into the US and its negotiations with major players in the technology space. Mr. Osmond is an important new member of the Quantify team with over 20 years' experience in the High-Tech industry spanning acquisition diligence, integration, divestiture planning, documentation, global team coordination and sales business development.

  Mr. Osmond began his career in Australia with Cisco Systems and transferred to Silicon Valley in 1997. He integrated over 55 companies acquired by Cisco Systems which led to Cisco's first IP Phone implementation disrupting the corporate phone market and leading to 30 Million IP phone sales by 2010.

  He worked with Cisco China, hosting senior Chinese Government delegations to US Reference sites launching access to the Automotive, Petroleum, the Manufacturing markets and driving the sales bid for the Beijing Olympics network. Mr. Osmond returned to M&A to lead the Sales/GTM integration of Scientific Atlanta; Cisco's entry into the Consumer Video market.

  After leaving Cisco, he updated the Acquisition Integration process at McAfee (Intel Security).

  Mr. Osmond joined Symantec in 2014 as Director M&A Integration, leaving in late 2016. His most significant project with Symantec was the successful divestiture of Veritas Technologies to the Carlyle Group. This $7 billion divestiture involved sales and development sites worldwide and over 8,000 staff.

  "Peter's immensely relevant experience and longstanding US connections in the technology industry will be invaluable to our entry into the US market and negotiating valued partnership and client agreements," said Quantify Managing Director, Mark Lapins.

  "The IoT market in the US is expanding at a rapid rate. This market is expected to grow at a compound annual growth rate of 33.3% to reach US$661 billion by 2021 as the adoption of cloud platforms, development of cheaper and smarter sensors and evolution of high speed networking technologies drive growth. It is one of world's largest and most important market for IoT and smart building innovations, and having someone with Peter's experience and business networks will be a great benefit to us."

  Under the Company's Employee Option Plan, the Company has issued 2 million Options (see attached Appendix 3B) to Mr Osmond at an exercise price of $0.10 each expiring on or before 4 April 2020.

  Quantify may compensate Mr Osmond further for securing contracts for large scale distribution and/or partnership agreements in the US and other efforts related to the company's entry into the US market.

  -ENDS-

  Further Information: Corporate Relations

  E: [e-mail] P: [phone]

  Media Enquiries: Harrison Polites

  Media & Capital Partners

  E: [e-mail] P: [phone]

  About Quantify

  Quantify is a first mover in the IoT market and primarily develops hardware and software devices that enable the monitoring and management of the next generation of internet- enabled devices (such as lighting, power, heating and cooling systems) installed in buildings. Its patented flagship product, the Q Device, provides real-time evaluation of environmental and risk factors for building occupants, as well as proactively managing services and utilities to ensure the highest levels of efficiency are achieved to create truly intelligent buildings. The Company's products are designed to be retrofittable, cost effective, simple, scalable, extensible, autonomous and secure, and aim to allow IoT solutions to become part of the fabric of buildings, redefining the industry standard with a view to making Quantify's solution the platform of choice.

  1 MarketsandMarkets.com 2016, Internet of Things (IoT) Market by Software Solution (Real-Time Streaming Analytics, Security, Data Management, Remote Monitoring, &

  Network Bandwidth Management), Platform, Service, Application Domain, and Region - Global Forecast to 2021. Available from:http://www.marketsandmarkets.com/Market-Reports/internet-of-things-market-573.html?gclid=CI6wi6KO09MCFV4KKgodlIMGLQ [17 May 2017]

  Appendix 3B New issue announcement

  Appendix 3B

  Rule 2.7, 3.10.3, 3.10.4, 3.10.5

  New issue announcement, application for quotation of additional securities

  and agreement

  Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

  Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

  Name of entity

  Quantify Technology Holdings Limited

  ABN

  25 113 326 524

  We (the entity) give ASX the following information.

  Part 1 - All issues

  You must complete the relevant sections (attach sheets if there is not enough space).

  Unlisted Options (4/4/2020; $0.10)

  1 +Class of +securities issued or to be issued

  2,000,000

• Number of +securities issued or to be issued (if known) or maximum number which may be issued

• 400,000 unlisted options exercisable at

  $0.10 each, vesting immediately and expire on 4 April 2020

• 400,000 unlisted options exercisable at

  $0.10 each, vesting on 12 May 2018 and expire on 4 April 2020

• 1,200,000 unlisted options exercisable at

• $0.10 each, vesting upon Quantify entering a supply agreement, strategic partnership agreement or memorandum of understanding with estimated revenue or a net value to Quantify of greater than

  $500,000 and expire on 4 April 2020

• Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

  +securities, the amount outstanding

  and due dates for payment; if

  +convertible securities, the conversion price and dates for conversion)

  + See chapter 19 for defined terms.

  04/03/2013 Appendix 3B Page 1

  Appendix 3B

  New issue announcement

  No - Shares issued on exercise of unlisted options will rank equally with the existing shares of the Company.

• Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

  +securities?

  If the additional +securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

    Nil

• Issue price or consideration

  Issued pursuant to the Company's Employee Option Plan

• Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

No

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

N/A

6b The date the security holder resolution under rule 7.1A was passed

-

6c Number of +securities issued without security holder approval under rule 7.1

-

6d Number of +securities issued with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

-

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Appendix 3B New issue announcement

2,000,000 unlisted options issued under Exception 9 in Listing Rule 7.2

6f Number of +securities issued under an exception in rule 7.2

-

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP calculation.

-

6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

Listing Rule 7.1 - 63,186,347

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

18 May 2017

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
274,605,468 7,329,965	Ordinary shares Options ($0.166; 30 June 2018)

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

Appendix 3B

New issue announcement

Number	+Class
133,342,563	Ordinary shares held in escrow for
24 months from reinstatement to
official quotation.
13,774,619	Ordinary shares held in escrow
until 27 February 2018.
1,320,875	Ordinary shares held in escrow
until 25 May 2017.
232,539	Options exercisable at $11.62 on
or before 3 December 2017.
4,216,905	Options exercisable at $0.332 on
or before 31 July 2018
8,747,626	Options exercisable at $0.09 on or
before 30 September 2019 held in
escrow for 24 months from
reinstatement to official quotation.
31,596,511	Options exercisable at $0.075 on
or before 30 September 2019 held
in escrow for 24 months from
reinstatement to official quotation.
41,639,654	Options exercisable at $0.075 on
or before 30 September 2019 held
in escrow until 27 February 2018.
800,000	Options exercisable at $0.10 on or
before 4 April 2020
3,200,000	Options exercisable at $0.10 on or
before 4 April 2020 and subject to
vesting conditions
62,115,701	Performance Shares (1:1 ratio)
held in escrow for 24 months from
reinstatement to official quotation.
57,884,299	Performance Shares (1:1 ratio)
held in escrow until 27 February
2018.
30,000,000	Founder Performance Shares (1:1
ratio) held in escrow for 24
months from reinstatement to
official quotation.
12,500,000	Performance Rights

9 Number and +class of all

+securities not quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

N/A

1. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Appendix 3B New issue announcement

   Part 2 - Pro rata issue

   -

2. Is security holder approval required?

   -

3. Is the issue renounceable or non- renounceable?

   -

4. Ratio in which the +securities will be offered

-

14 +Class of +securities to which the offer relates

-

15 +Record date to determine entitlements

-

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   -

2. Policy for deciding entitlements in relation to fractions

   -

3. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   -

4. Closing date for receipt of acceptances or renunciations

   + See chapter 19 for defined terms.

   04/03/2013 Appendix 3B Page 5

   Appendix 3B

   New issue announcement

   -

5. Names of any underwriters

   -

6. Amount of any underwriting fee or commission

   -

7. Names of any brokers to the issue

   -

8. Fee or commission payable to the broker to the issue

   -

9. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

   -

10. If the issue is contingent on security holders' approval, the date of the meeting

    -

11. Date entitlement and acceptance form and offer documents will be sent to persons entitled

    -

12. If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

    -

13. Date rights trading will begin (if applicable)

    -

14. Date rights trading will end (if applicable)

    -

15. How do security holders sell their entitlements in full through a broker?

    -

16. How do security holders sell part of their entitlements through a broker and accept for the balance?

    + See chapter 19 for defined terms.

    Appendix 3B Page 6 04/03/2013

    -

17. How do security holders dispose of their entitlements (except by sale through a broker)?

Appendix 3B New issue announcement

-

33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a) +Securities described in Part 1

(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee

incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by

those holders

36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37 A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

Appendix 3B

New issue announcement

Entities that have ticked box 34(b)

-

38 Number of +securities for which

+quotation is sought

-

39 +Class of +securities for which quotation is sought

-

1. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     -

2. Reason for request for quotation now

   Example: In the case of restricted securities, end of restriction period

   (if issued upon conversion of another +security, clearly identify that other +security)

   Number	+Class
   -

3. Number and +class of all +securities quoted on ASX (including the

+securities in clause 38)

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

Quotation agreement

Appendix 3B New issue announcement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

1. We warrant the following to ASX.

   • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

   • There is no reason why those +securities should not be granted +quotation.

   • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

     Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

   • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

   • If we are a trust, we warrant that no person has the right to return the

     +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

2. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

3. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: N J Bassett Date: 18 May 2017 (Company secretary)

Print name: Neville John Bassett

== == == == ==

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

Appendix 3B

New issue announcement

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	66,815,133
Add the following: Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval Number of partly paid +ordinary securities that became fully paid in that 12 month period Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items	Ordinary shares issued 28/2/17 355,993,452
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	Nil
"A"	422,808,585

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013