Engage:BDR : Notice of General Meeting/Proxy Form

engage:BDR Limited

(which proposes changing its name to "colorTV Limited")

ACN 621 160 585

Notice of General Meeting

Explanatory Statement and Proxy Form

Date of Meeting:

Thursday, 5 May 2022

Time of Meeting: 10:00am (AEST)

Due to the ongoing COVID-19 pandemic, the meeting will be held in a virtual manner via a videoconferencing 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 websitehttps://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.

engage:BDR Limited

(which proposes changing its name to "colorTV Limited")

ACN 621 160 585

("engage:BDR" or "the Company")

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

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of engage:BDR Limited will be held at #address at 10:00am (AEST) on Thursday, 5 May 2022 ("the General Meeting" or "the Meeting").

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 General Meeting 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 General Meeting.

The virtual Meeting can be attended using the following details:

When: Thursday, 5 May 2022 at 10:00am (AEST)

Topic: EN1 General Meeting

Register in advance for this webinar:https://us02web.zoom.us/j/82611712171?pwd=cVZld2pRaGIrQU1rVVl1Mzg1Q3pFdz09

After registering, you will receive a confirmation email containing information about joining the webinar.

The Company strongly recommend 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 General Meeting online should be mindful of new laws, government warnings and recommendations in relation to COVID-19 and monitor the Company's website and ASX announcements for any updates about the General Meeting. 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 (current stock code: EN1) and on its website athttps://engagebdr.com/asx-announcements/.

AGENDA

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

Resolution 1: Change of Company Name and Constitution Amendment

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

"That, for the purposes of sections 136(2) and 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to "colorTV Limited" and that the constitution of the Company be amended to reflect the change of the name of the Company to colorTV Limited by changing all references to the name of the Company to colorTV Limited, with effect from when ASIC changes the name of the Company."

Resolution 2: Consolidation of Shares (25:1)

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

"That, for the purposes of Section 254H of the Corporations Act, and for all other purposes, approval is given for the share capital of the Company to be consolidated through the conversion of every twenty five (25) present Shares into one (1) Share with fractions of a Share being rounded to the nearest whole number of shares (with half a share being rounded up), and the conversion to take effect on 6 May 2022 as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 3: Ratification of Prior Issue of 400,000,000 Fully Paid Ordinary Shares

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the issue of 400,000,000 fully paid ordinary shares (on a pre-consolidation basis) on 4 February 2022 at a deemed issue price of $0.002 (0.2 cents) per share issued in relation to settlement of outstanding creditor balances as described in the Explanatory Statement which accompanies and forms part of this Notice."

Resolution 4: Ratification of Prior Issue of 362,942,509 Fully Paid Ordinary Shares

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

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the issue of 362,942,509 fully paid ordinary shares (on a pre-consolidation basis) on 22 February 2022 at a deemed issue price of $0.001 (0.1 cents) per share issued in relation to settlement of outstanding creditor balances as described in the Explanatory Statement which accompanies and forms part of this Notice."

By order of the Board

Melanie Leydin Company Secretary Dated: 1 April 2022

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 Tuesday, 3 May 2022 - not more than 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 Share held.

• 3. Proxies

  •  Votes at the General Meeting may be given personally or by proxy, attorney or representative.

  •  Each shareholder has a right to appoint one or two proxies.

  •  A proxy need not be a shareholder of the Company.

  •  If a shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.

  •  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.

  •  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.

  •  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.

  •  If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.

  •  To be effective, proxy forms must be received by the Company's share registry (Computershare Investor Services Pty Ltd) no later than 48 hours before the commencement of the General Meeting, this is no later than 10:00am (AEST) on Tuesday, 3 May 2022. Any proxy received after that time will not be valid for the scheduled meeting.

• 4. 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.

• 5. How the Chair will vote Undirected Proxies

  Subject to any restrictions set out in Note 6 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.

• 6. Voting Exclusion Statements

  Resolutions 1 and 2

  There are no voting exclusions on these Resolutions.

  Resolutions 3 and 4

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

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

  • a) a person as a proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • b) 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 resolutions as the chair decides; or

  • c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

    • i. 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 resolutions; and

    • ii. the holder votes on the resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

• 7. Special Resolution

  Resolution 1 is proposed as a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution.

• 8. Enquiries

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

EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement ("Statement") accompanies and forms part of the Company's Notice ("Notice") of General Meeting ("Meeting") to be held at #address at 10:00am (AEST) on Thursday, 5 May 2022.

The Notice incorporates, and should be read together, with this Statement.

Resolution 1: Change of Company name and consequential Constitution amendments

The Company is seeking shareholder approval to change its name to "colorTV Limited" as part of its rebranding and new product offerings in connection with developing and anticipated expansion in connected television (CTV) advertising.

colorTV symbolizes connected television (CTV) advertising. The Company's "colorTV" identity emphasises this exciting facet of its business and the services able to be offered to clients. It is anticipated that the colorTV name and products will attract new clients as well as being a broader opportunity for existing clients resulting in greater demand for the Company's products.

Adopting colorTV branding makes it simpler to understand what the Company's core business is. The colorTV business name and brand will be used in Australia now, and in the U.S. and elsewhere following the completion of the group's acquisition of the assets of colorTV, as referred to in the Company's ASX announcement dated 28 February 2022. The assets to be acquired include trademarks, logos and other intellectual property in the US which pave the way for promoting the Company's product range effectively. The notice of meeting is being issued in anticipation of the completion of the acquisition.

The U.S. acquisition is expected to be completed before the general meeting. The assets being acquired include trademarks, logos and other intellectual property in the US which pave the way for promoting the Company's product range effectively. An update will be provided on the Company's website at engagebdr.com when the acquisition is completed. The status of the acquisition will also be announced to the general meeting. Shareholders are advised to check the Company's website and ASX announcements atwww.asx.com.auunder the existing code "EN1".

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 1 seeks shareholder approval for the Company to change its name to "colorTV Limited".

Section 136(2) of the Corporations Act provides that a company may modify its constitution, or a provision of its constitution, by special resolution.

Resolution 1 also seeks the approval of shareholders of the Company to make minor consequential amendments to the Constitution to reflect the change of the name of the Company to colorTV Limited by changing all references in the Constitution to the name of the Company to colorTV Limited.

If Resolution 1 is passed, the Company will lodge a copy of the special resolution with ASIC. The changes will take effect when ASIC alters the details of the Company's registration. As part of the name change the Company anticipates its ASX ticker code will change to "CTV". The registration of the name change by ASIC and timing of the ticker code change will be the subject of announcements to ASX which will also be available on the Company's website.

Resolution 1 is a special resolution. For a special resolution to be passed, at least 75% of the votes validly cast on the Resolution by shareholders (by number of shares) must be in favour of the resolution.

Directors Recommendations

The Directors of the Company believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

Voting Exclusions

There are no for voting exclusions in relation to this Resolution.