ASTRON LIMITED — Capital/Financing Update 2021

Aug 17, 2021

Astron Corporation Limited Company Number 1687414 ( Company )

Second Supplementary Prospectus

Supplementary Prospectus dated 17 August 2021

Important Information

This is the second supplementary prospectus dated 17 August 2021 and was lodged with the Australian Securities and Investments Commission ( ASIC ) pursuant to Section 719 of the Corporations Act 2001 (Cth) on 17 August 2021 ( Second Supplementary Prospectus ). This Second Supplementary Prospectus supplements the prospectus dated 2 July 2021 ( Prospectus ) and the Supplementary Prospectus dated 21 July 2021 ( First Supplementary Prospectus ) which was issued by Astron Corporation Limited ( Company ).

The ASIC, ASX Limited ( ASX ), and their officers take no responsibility as to the contents of this Second Supplementary Prospectus. This Second Supplementary Prospectus shall be read in its entirety together with the contents of the Prospectus and First Supplementary Prospectus. If you are in any doubt as to the contents of this document, you should consult your professional advisers without delay.

Other than as set out below, all details in relation to the Prospectus and First Supplementary Prospectus remains unchanged. Terms used in this Second Supplementary Prospectus shall have the same meaning ascribed to them in the Prospectus and First Supplementary Prospectus.

1. Background

Under the Prospectus, the Company provided details of the Proposed Transaction noting that it will only proceed if the following conditions are met:

• (a) the Company obtains Securityholder approval for:

  • (1) the Demerger Dividend and In-specie Distribution pursuant to the Demerger Dividend Resolution (Resolution 1); and

  • (2) the disposal of the Processing and Sales Business pursuant to the Disposal Resolution (Resolution 2) in the Notice of Meeting;

• (b) People’s Republic of China ( PRC ) regulatory approval in relation to the transfer of the Astron China Shares from Astron Australia to Titanium Hong Kong.

The Company obtained Securityholder approval of the Demerger Dividend Resolution and the Disposal Resolution at the Company’s Extraordinary General Meeting held on Monday, 19 July 2021. However, as at the date of this Second Supplementary Prospectus, the Company is yet to receive all PRC regulatory approvals required in respect of the transfer of Astron China Shares from Astron Australia to Titanium Hong Kong.

Accordingly, this Second Supplementary Prospectus has been prepared to update the Timetable of the Offer, so that the Distribution will complete no later than 5pm on Monday, 6 September 2021 (AEST), subject to any further extension as required by the Company or the ASX. This is required to

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enable additional time for the Company to obtain the required PRC Approvals. The Company makes the amendments to the Prospectus as set out in section 2 below.

2. Changes to Closing Date

2.1 Date Changes

• (a) The references to the Record Date being 20 August 2021 appearing throughout the Prospectus (as amended by the First Supplementary Prospectus) are replaced with 3 September 2021.

• (b) The Timetable on page 9 of the Prospectus (as incorporated by reference from section 4.3 of the Notice of Meeting and as amended by the First Supplementary Prospectus) is replaced with the following table:

Action	Date
Company announces proposed Dividend	2 July 2021
Extraordinary General Meeting to approve the Declaration of theDividend and In-specie Distribution	19 July 2021
ASX informed of Shareholder approval for the In-specieDistribution (if obtained)	19 July 2021
Effective Date of capital return	31 August 2021
Distribution Record Date	3 September 2021
Completion of Distribution	13 September 2021

Note: The dates shown in the table above are indicative only and may be changed as directed by the ASX or at the discretion of the Directors, subject to the Listing Rules and other applicable laws.

3. Director Consent

Directors’ authorisation and consent

This Second Supplementary Prospectus has been signed by a Director of the Company with the authority of each of the Directors and is dated 17 August 2021. Each Director has consented to lodgement of this Second Supplementary Prospectus with ASIC.

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...........................………………………… Gerard King, Director

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