Cashwerkz : CWZ – AGM NOM 2020

Notice of Annual General Meeting

The Annual General Meeting of Cashwerkz Limited (ABN: 42 010 653 862) will be held as a virtual meeting via https://web.lumiagm.com/303048631 at:

Time:	11:00 (AEDT)
On Date:	Friday, 4 December 2020	(Meeting)

This Notice of Meeting should be read in its entirety. If Shareholders are in any doubt as to how they should vote, they should seek advice from their professional advisor prior to voting.

Please contact the Company Secretary on [phone] if you have questions concerning the Meeting.

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Shareholders of Cashwerkz Limited ('Company') will be held as an online only meeting at 11:00am (AEDT) on Friday, 4 December 2020 (Meeting).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice of Meeting.

Shareholders may attend and vote at the Meeting, via an online electronic platform or by proxy. Shareholders are urged to vote by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 11:00am (AEDT) on Wednesday, 2 December 2020.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

Agenda

ANNUAL REPORT

To receive and consider the financial statements of the Company and the reports of the Directors and Auditors for the financial year ended 30 June 2020.

RESOLUTION 1 - REMUNERATION REPORT

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

"That for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, Shareholders adopt the Remuneration Report set out in the Directors' Report for the year ending 2020."

A voting exclusion statement is set out below.

RESOLUTION 2 - CHANGE OF AUDITOR

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

"Provided that the Australian Securities and Investment Commission has provided its consent for the current auditor (Nexia Brisbane Audit Pty Ltd) to resign as auditor of the Company as at the date of the meeting, to appoint BDO Audit Pty Ltd having consented in writing and been duly nominated in accordance with Section 328B (1) of the Corporations Act 2001, as Auditor of the Company"

RESOLUTION 3 - APPROVAL OF 10% PLACEMENT FACILITY

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

A voting exclusion statement is set out below.

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RESOLUTION 4 - APPROVAL OF LONG TERM INCENTIVE PLAN

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

"That, for the purposes of Listing Rule 7.2, Exception 13 and for all other purposes, Shareholders approve the Long Term Incentive Plan ("LTIP") and the grant of Awards on the terms and conditions in the Explanatory Memorandum."

A voting exclusion statement is set out below.

RESOLUTION 5 - RE-ELECTION OF DIRECTOR - MICHAEL HACKETT

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

"That Michael Hackett, who retires by rotation in accordance with clause 8.1 of the Company's Constitution and for all other purposes, and offers himself for re-election, be re-elected as a Director."

RESOLUTION 6 - RATIFICATION OF PRIOR ISSUE - JON LECHTE

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

"That for the purpose of Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 16,860,000 Performance Rights to Jon Lechte on the terms set out in the Explanatory Memorandum."

A voting exclusion statement is set out below.

RESOLUTION 7 - ISSUE OF PERFORMANCE RIGHTS - JOHN NANTES

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

"That, subject to Resolution 4 being approved and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 6,080,000 Performance Rights to John Nantes, a Director of the Company, or his nominee, subject to achievement of specific hurdles set by the Board, on the terms and conditions in the Explanatory Memorandum."

A voting exclusion statement is set out below.

RESOLUTION 8 - ISSUE OF PERFORMANCE RIGHTS - CRAIG SWANGER

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

"That, subject to Resolution 4 being approved and for the purpose of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 4,510,000 Performance Rights to Craig Swanger, a Director of the Company, or his nominee, subject to achievement of specific hurdles set by the Board, on the terms and conditions in the Explanatory Memorandum."

A voting exclusion statement is set out below.

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VOTING PROHIBITION AND EXCLUSION STATEMENTS

Corporations Act

The Corporations Act prohibits votes being cast (in any capacity) on the following resolutions by any of the following persons:

Resolution		Persons Excluded from Voting
Resolution 1 -		A vote on this Resolution must not be cast (in any capacity) by or
Remuneration Report		on behalf of the following persons:
(Non-Binding)	(a)	a member of the Key Management Personnel, details of
			whose remuneration are included in the Remuneration
			Report; or
	(b)	a Closely Related Party of such a member.
		However, a person described above may cast a vote on this
		Resolution as a proxy if the vote is not cast on behalf of a person
		described above and either:
	(c)	the voter is appointed as a proxy by writing that specifies
			the way the proxy is to vote on this Resolution; or
	(d)	the voter is the Chair of the Meeting and the appointment
			of the chair as proxy:
			(i)	does not specify the way the proxy is to vote on
				this Resolution; and
			(ii)	expressly authorises the Chair to exercise the
				proxy even if this Resolution is connected directly
				or indirectly with the remuneration of a member of
				the Key Management Personnel for the Company.
Resolution 4 -		A vote on this Resolution must not be cast (in any capacity) by or
Approval of Long Term		on behalf of the following persons:
Incentive Plan		(e)	a Director;
		(f)	a Key Management Personnel;
		(g)	an associate of Director;
		(h)	an associate of a Director or a Key Management
			Personnel; or
		(i)	any other person eligible to participate in the 2020
			Employee Incentive Plan.

However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

1. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

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