ASTRON LIMITED — Board/Management Information 2011

Dec 27, 2011

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Manager of Company Announcements Australian Securities Exchange Limited Company Announcements Office Level 4 20 Bridge Street Sydney NSW 2000

21 December 2011

Dear Sir / Madam

Re: Astron Limited – Chief Executive Officer’s Appointment

Please find attached details pertaining to the appointment of Mr Hayden Stockdale as Chief Executive Officer effective on 1 January 2012.

For and on behalf of Astron Limited

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Gerard King

Chairman

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Chief Executive Officer’s Appointment

Mr Hayden Stockdale’s appointment as Chief Executive Officer will commence on 1 January 2012. The following sets out the key terms and conditions of Mr Stockdale’s appointment as contained in the service agreement between the Company and Mr Stockdale.

Term and Termination

Mr Stockdale’s service agreement provides that either the Company or Mr Stockdale may terminate the agreement on giving six months written notice. In addition, the Company may invoke a restraint period of up to 3 years from the termination date preventing Mr Stockdale from engaging in any competing business engaged in the exploration, mining and/or processing of zircon and/or titanium sands.

The service agreement sets out the following remuneration arrangements. In setting the remuneration, the Board has regard to advice from external consultants, market levels of remuneration in similar companies and an appropriate mix of base and performance pay to ensure that the CEO’s incentives are appropriately aligned with the shareholders’ interests.

Fixed Remuneration

The Company must pay Mr Stockdale total fixed remuneration of $375,000 per annum which includes base salary and superannuation. In addition the Company will provide a motor vehicle allowance of $1,000 per month. The remuneration will be reviewed annually by reference to achievement of personal performance targets set by the Company in consultation with Mr Stockdale in relation to the preceding year.

Short Term Incentive Rights

The short term incentive plan will involve the award of Short Term Incentive Rights by the Company to Mr Stockdale based on achievement of key performance indicators such as the timely achievement of project development milestones, cost control, profitability, safety performance, production levels and environmental impacts. The Company will grant to Mr Stockdale 150,000 Short Term Incentive Rights on the commencement date of the service agreement to apply for the period until 31 December 2012 and thereafter create and grant to Mr Stockdale 150,000 Short Term Incentive Rights annually on 1 January.

Each Incentive Right will entitle Mr Stockdale to receive 1 fully paid ordinary share for nil consideration subject to satisfaction of the relevant criteria. The value of those Short Term Incentive Rights will accordingly depend on the Company’s share price at the time they are eligible to be converted into shares.

Long Term Incentive Plan

The Company has agreed to grant Mr Stockdale 150,000 Long Term Incentive Rights on the commencement date of the service agreement for the period until 31 December 2012 and on 1 January each year of the service agreement it will grant 150,000 Long Term Incentive Rights to Mr Stockdale. Each Long Term Incentive Right also entitles Mr Stockdale to be issued with 1 fully paid ordinary share for nil consideration once the performance criteria are satisfied.

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The award of shares from the Long Term Incentive Rights will be subject to a set of nondiscretionary criteria and will be awarded according to the following formula:

Relative Share Price Performance	Incentive Award
Share price growth less than the 25th percentile of the companies in the Comparator Group	No Long Term Incentive Rights convert to Shares
Share price growth between the 25thand 50th percentiles of the companies in the Comparator Group	0% increasing linearly to 25% at the 50th percentile, of Long Term Incentive Rights convert to Shares
Share price growth between the 50thand 75th percentiles of the companies in the Comparator Group	25% increasing linearly to 75% at the 75th percentile, of Long Term Incentive Rights convert to Shares
Share price growth at or above the 75th percentile of the companies in the Comparator Group	75% increasing linearly to 100% at the 100thpercentile, of Long Term Incentive Rights convert to Shares

Relative Share Price Performance will be calculated over a 36 month period commencing from the commencement date for the first award of long term incentive rights (and over a 36 month period commencing from 1 July for each financial year thereafter during the term of the service agreement) and will be based on the volume weighted average share price over the 5 day period immediately preceding the first and last day of each financial year.

In calculating the share price performance adjustments will be made for any rights issues, bonus issues, share splits or consolidations etc which occur such that there is no advantage or disadvantage to the CEO in the Board’s reasonable opinion.

The reference to the Comparator Group means all companies that are in the S&P/ASX300 Metals & Mining Index at both the commencement and end of the relevant period. The award of short and long term incentive rights will be subject to shareholder approval however, if shareholder approval is not forthcoming then the Company has agreed to pay an equivalent amount to Mr Stockdale in cash. In the event of a change of control of the Company all issued Incentive Rights will immediately convert into shares (unless shareholder approval would otherwise be required and if shareholder approval has not been obtained then again an equivalent cash payment will be made to Mr Stockdale).

Effect of Termination on Incentive Rights

Upon termination becoming effective, all Short Term Incentive Rights not converted into shares will lapse and a pro rata proportion of the Long Term Incentive Rights issued in the preceding 12 months shall lapse and the portion that remains held by Mr Stockdale will continue to be subject to the performance hurdles set out in the table above.

For further information please contact Mark Nielson on +612 9375 2361 or Hayden Stockdale on +61 435 461 630.

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