Engage:BDR : Notice of General Meeting/Proxy Form

For personal use only

engage:BDR Limited

ACN 621 160 585

Notice of General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:

Friday, 17 December 2021

Time of Meeting:

11.00am (AEDT)

Due to the ongoing COVID-19 pandemic, the meeting will be held in a virtual manner via a video- conferencing facility. If you are a shareholder who wishes to attend and participate in the virtual meeting, please register in advance as per the instructions outlined in this Notice of Meeting. Shareholders are strongly encouraged to lodge their completed proxy forms in accordance with the instructions in this Notice of Meeting.

Following recent modifications brought to the Corporations Act which renewed the temporary relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of General Meeting and Explanatory Memorandum will be circulated. The Notice of Meeting has been given to those entitled to receive it by use of one or more technologies. The Notice of Meeting is also available on the Australian Stock Exchange Announcement platform and on the Company's website https://engagebdr.com/.

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

For personal use only

engage:BDR Limited

ACN 621 160 585

Registered office: Scottish House, Level 4, 90 William Street, Melbourne, Victoria, 3000

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting (GM or Meeting) of the Shareholders of engage:BDR Limited (Company) will be held virtually via a video-conferencing conferencing facility on Friday, 17 December 2021 at 11.00am (AEDT).

The health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the current circumstances as a result of COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Board at the time of the Notice, the Company intends to conduct a poll on the Resolutions in the Notice using the proxies filed prior to the Meeting.

Shareholders are encouraged to submit their proxies as early as possible, and in any event, prior to the cut-off date for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form.

Shareholders attending the GM virtually will be able to ask questions and the Company has made provision for Shareholders who register their attendance before the start of the Meeting to also cast their votes on the proposed Resolutions at the GM.

The virtual Meeting can be attended using the following details:

When: Friday, 17 December 2021 at 11.00am (AEDT)

Topic: EN1 General Meeting

Register in advance for this webinar: https://us02web.zoom.us/webinar/register/WN_CsJIGHRZRr6_mJDuyUuJ4A

After registering, you will receive a confirmation email containing information about joining the Meeting. As noted previously, the Company strongly recommends that its Shareholders lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online.

The Company is happy to accept and answer questions submitted prior to the meeting by email to [e-mail]. The Company will address relevant questions during the meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions). If the situation in relation to COVID-19 were to change in a way that affected the position above, the Company will provide a further update ahead of the Meeting by releasing an announcement to the ASX.

Any Shareholders who wish to attend the GM should therefore monitor the Company's website and its ASX announcements for any updates about the GM. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at asx.com.au (ASX: EN1) and on its website at https://engagebdr.com/.

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For personal use only

AGENDA

The Explanatory Statement and Proxy Form, which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.

Defined terms used in this Notice have the meanings given to them in the Glossary at the end of this Notice.

ORDINARY BUSINESS:

Resolution 1: Ratification of Prior Issue of 4,381,046 Fully Paid Ordinary Shares

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

"That for the purpose of Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the issue of 4,381,046 fully paid ordinary shares in the Company with a deemed issue price of $0.004 (0.4 cents) per share on 23 August 2021 as described in the Explanatory Statement which accompanies and forms part of the Notice of the Meeting."

A voting exclusion statement as set out below in this Notice applies to this Resolution.

Resolution 2: Ratification of Prior Issue of 100,000,000 Fully Paid Ordinary Shares

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

"That for the purpose of Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the issue of 100,000,000 fully paid ordinary shares in the Company with a deemed issue price of $0.004 (0.4 cents) per share on 23 August 2021 as described in the Explanatory Statement which accompanies and forms part of the Notice of the Meeting."

A voting exclusion statement as set out below in this Notice applies to this Resolution.

Resolution 3: Ratification of Prior Issue of 495,045,342 Fully Paid Ordinary Shares

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

"That for the purpose of Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the issue of 495,045,342 fully paid ordinary shares in the Company at an issue price of $0.003 (0.3 cents) per share on 30 September 2021 as described in the Explanatory Statement which accompanies and forms part of the Notice of the Meeting."

A voting exclusion statement as set out below in this Notice applies to this Resolution.

By order of the Board:

Company Secretary

Dated: 9 November 2021

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Notes

1. Entire Notice: The details of the resolutions contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.
2. Record Date: The Company has determined that for the purposes of the General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the General Meeting. Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting. On a poll, members have one vote for every fully paid ordinary share held.

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Voting

In accordance with the rules applicable to general meetings using virtual technology pursuant to section 250J of the Corporations Act, each of the resolutions proposed at the Meeting will be decided on a poll

Proxies

1. Votes at the General Meeting may be given personally or by proxy, attorney or representative.
2. Each Shareholder has a right to appoint one or two proxies.
3. A proxy need not be a Shareholder of the Company.
4. If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.
5. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.
6. If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder's votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
7. A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation's Constitution and Corporations Act.
8. If you sign the Proxy Form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.
9. To be effective, proxy forms must be received by the Company no later than 48 hours before the commencement of the General Meeting, this is no later than 11.00am (AEDT) on Wednesday, 15 December 2021. Any proxy received after that time will not be valid for the scheduled meeting.

Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

How the Chair will vote Undirected Proxies

Subject to the restrictions set out in Note 7 below, the Chair of the Meeting will vote undirected proxies in favour of all of the proposed resolutions. In exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

Voting Exclusion Statement:

Resolutions 1, 2 and 3

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of any person who participated in the relevant issue of securities or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

1. a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
2. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
   2. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Enquiries

Shareholders are invited to contact the Company Secretary on [phone] if they have any queries in respect of the matters set out in these documents.

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EXPLANATORY STATEMENT

Introduction

This Explanatory Statement (Statement) accompanies and forms part of the Company's Notice of General Meeting (Notice).

only
The Notice incorporates, and should be read together, with this Statement.
Resolution 1:	Ratification of Prior Issue of 4,381,046 Fully Paid Ordinary Shares

The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the prior issue of 4,381,046 fully paid ordinary shares to a Consultant of the Company, Mr Jamie Kennedy on 23 August 2021. The shares were issued at a deemed issue price of $0.004 (0.4 cents) per share as part settlement of compensation for consulting fees. An Appendix 2A in relation to this issue was lodged with the ASX on 23 August 2021.

The 4,381,046 fully paid ordinary shares were issued without shareholder approval under the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1.

useListing Rules 7.1 allows the Company to issue new securities up to 15% of the existing capital of the Company in any 12-

month period without the prior approval of Shareholders, unless one of the exceptions in Listing Rule 7.2 applies. The

i ue of Shares which was made using the Company's 15% placement capacity under Listing Rule 7.1, was within the

Company's available placement capacity under Listing Rules 7.1 and did not fit within any of the Listing Rule 7.2 exceptions.

Listing Rule 7.4 provides that where a company's shareholders ratify the prior issue of securities made pursuant to Listing

Rule 7.1 (provided that the previous issue of securities did not breach Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of Listing Rule 7.1 (if applicable).

The prior issue of ordinary shares on 23 August 2021 continues to use the capacity of the Company to issue further securities without shareholder approval over the 12 month period following the Issue Date. The Company seeks approval u der Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under Listing Rule 7.1.

If shareholders pass this Resolution, then the shares issued on 23 August 2021 will no longer use the capacity of the C mpany under the Listing Rules and the Company will be able to issue Equity Securities using the refreshed placement capacity without shareholder approval over the 12 month period following the Issue Date.

If hareholders do not pass this Resolution, then the shares issued on 23 August 2021 will continue to use the capacity available to the Company under the Listing Rules effectively decreasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the Issue Date.

ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

personal	(a)	the securities were issued to Mr Jamie Kennedy, who is not a related party of the Company;
(b)	the number and class of securities issued were 4,381,046 fully paid ordinary shares in the Company;
For	(c)	the shares were issued on 23 August 2021;
(d)	the shares were issued at a deemed issue price of $0.004 (0.4 cents) per share;
(e)	there were no funds received from this issue. The shares were issued for non-cash consideration at a deemed
	issue price of $0.004 per share, being the part settlement of compensation for consulting fees; and
(f)	the purpose of the issue was the as part settlement of compensation for consulting fees.

Board Recommendation

The Board unanimously recommends that shareholders vote in favour of this Resolution.

Voting Exclusions

Refer to Note 7 for voting exclusions on this Resolution.

Resolution 2: Ratification of Prior Issue of 100,000,000 Fully Paid Ordinary Shares

The Company is seeking Shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the prior issue of 100,000,000 fully paid ordinary shares in connection with settlement of claims and disputes with regard to the acquisition of Tiveo LLC, as announced with the ASX on 30 July 2021. The shares were issued at a deemed issue price of $0.004 (0.4 cents) per share. An Appendix 2A in relation to this issue was lodged with the ASX on 23 August 2021.

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