GRAPHENE & SOLAR TECHNOLOGIES LTD : Change in Directors or Principal Officers (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers.

Rodney Young of Sydney, Australia, has been appointed as the new Chairman of the
Company effective December 20th, 2021, until further notice. He is also
appointed as the Chief Financial Advisor to the Company and as the Company’s
representative to oversee the SEC reporting requirements. Roger May who he
replaces as Chairman will continue in his role as CEO for the Company.

Rod is a versatile management professional with over 35 years’ experience in
Australia, New Zealand, the EU,China, Southeast Asia,the Middle East,Africa,
India andthe United States.

He isconsidered one ofthe world’s foremostfranchise consultants andwas inducted
intothe Franchising Hall ofFame in 2018 forhis contribution to franchising.

A KeyAdvisor

He is akey advisor tomany of Australasia’sleading franchise networks and has
beeninvolved in transforming smaller businesses into national and international
chains and steering larger organisations in using franchising, licensing, dealer
and associated distribution models as a capital raising, management, HR, and
marketing strategy. Over his career to date he has helped createBillions of
dollars in Enterprise Value for hisclients.

His business interests have also included roles as a franchisee in his early
career, as a franchisor, and in the last two decades as a sought-after board
director and advisor to national andinternational networks.

Board Experience

As well as his role as Chairman of the DC Strategy Group, he is also a Director
of Poolwerx, the Australian market leader and past Franchisor of the Year.
Poolwerx have over 150 franchisees specialising in swimming pool retail and
service that has now established itself as a major force in the US pool care
market, EyeQ Optometrists, a 25-practice network of company owned and franchised
optometrists.He also heldthe position of Executive Chairmanand Global CEOfor 10
years and is now Executive Director of the $250 million 600 store / 30 country
Cartridge World group based in Hong Kong. He managed the sale of this network
from Australian Private Equity ownership to Chinese ownership associated with
Suzhou-based imaging group Suzhou Goldengreen Technologies. The Cartridge World
network include Licensees, Master Franchisees andsingle unit
Franchisees,distributors and manufacturerson every continent.

Former Board roles include Total Tools, which DC Strategy converted to a
franchise system and assisted in to develop from a 20-store cooperative into a
70 store $500 million trade tool retailer sourcing from international markets
and developing their own branded product lines manufacturedin China, BoostJuice,
the 230store Juice andSmoothie giant andHairhouse

Warehouse, Australia’slargest retail andhairdressing chain.

Rod has a portfolio of past board directorships and chair roles includes the
professional and domesticservices sector, healthand beauty, food, recreationand
entertainment

He also served on the Board of Governors of the ASEAN Franchise Association, the
Indian Franchise Association and is a member of the Franchise Council of
Australia’s CEO’s policy advisory committee.

InternationalRoles

Rod has workedacross the globe.

As an internationally recognised authority on franchising and business growth
and development, Rod contributes extensively to major media including
television, radio and print as well as being a regular speaker at seminars and
conferences in Australia, the United States, the EU, China, India and South
-Asia. He has been endorsed by the Franchise Council of Australia to deliver
education modules and was bestowed as Visiting Professor of Beijing Normal
University, Zhuhai, PRC. He develops content and presents modules of the US
International Franchise Association Certified Franchise Executive Program in the
United States and is a regular contributor and speaker at the annual IFA
conventions in the US. He has developed market entry strategies and established
new networks in scores of countries.

Rod has worked with Franchise India over many years where he has developed and
delivers modules of the Franchise Knowledge Series attended by thousands of
Indian business owners from small family concerns to senior executives of major
Indian enterprises such as Shopper Stop, Tata, Reliance Industries, Motilal
Oswal Securities and Airtel. He has also held the roles of Program Director and
keynote speaker at Franchise India, the largest franchise opportunities
conferenceand expo in India.

Founder andChair of theLeading Franchise Consultancyand Law FirmDC Strategy Rod
founded this firm which is the only end-to-end franchise consulting, legal,
sales, brokerage andbrand and marketingfirm in Australasia withoffices in
Melbourne,Sydney and Hong Kong.

DCS provides strategic advice and business growth and development services
centred around the franchise and license business models. The specialist teams
Rod has led at DCS have been involved in developing many of the region’s most
successful franchise and licensed networks, a few being Australia Post, Telstra,
ANZ Mortgage Solutions, AGL, Terry White Pharmacies, OPSM, Grill’d, Bakers
Delight, Forty Winks, Hairhouse Warehouse, Jetts Fitness, Laser Clinics,
Tattersalls, RACV, Caltex, Dymocks and Aussie Home Loans. He has taken numerous
start-ups to international brands such as Pack & Send, Jenny Craig and Boost
Juice where he was a shareholder and board member involved in taking a 4 store
Adelaide business in 2000 to a globalnetwork which crystallised anenterprise
value of $180million in a saleto Bain Capital.

Rod andhis team alsoassist international brandssuch as Unilever’sBen &
Jerry’s,L’Oreal, Carl’s Jr,Starbucks and BUPA,implementing growth strategiesin
Australia andthe region.

A Noted Strategist,Advocate and Mentor

Rod is a passionate advocate and mentor for businesses looking to expand through
the many distribution models such as franchising, licensing distributorships and
dealer networks as well as joint venture and corporately operated outlets. He
has provided strategic advice and assistancein implementing growthstrategies for
countlesscompanies, looking toincrease their enterprisevalue.

His broad range and depth of experience coupled with many years of practical
business and networkmanagement have served DC Strategy Franchising Group clients
well.

His knowledge of franchising strategy and a wide domestic and international
network make him a highly valued asset to organisations looking to penetrate new
markets, grow sales and profitability andexpand their brandauthority.

Social Commitment

Rod is the former Chairman of the Australian arm of Christina Noble Children’s
Foundation, a charitythat supports streetkids in Vietnam andMongolia.

DC Strategy also provides economicsupport for refugeeresettlement services
inVictoria.

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