ASTRON LIMITED — Proxy Solicitation & Information Statement 2014

Mar 20, 2014

Lodge your vote:

Astron Corporation Limited 1687414

Incorporated in Hong Kong Hong Kong Company Number 1687414 ARBN 154 924 553

 By Mail: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 ATR MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

 For your vote to be effective it must be received by 5:00 PM (AEDT) on Thursday 10 April 2014

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1 (one) CDI that you own at 10 April 2014 entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CHESS Depositary Interest votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and Company Secretary. Delete titles as applicable.

Comments & Questions: If you have any comments or questions for the Company, please submit them in writing by no later than 5:00 PM (Hong Kong Time) on Tuesday 8 April 2014 to Mr Joshua Theunissen, Australian Company Secretary, by email to Joshua.Theunissen@astrolimited.com.

Turn over to complete the form

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View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Your secure access information is:

Review your securityholding SRN/HIN: I9999999999 Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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CDI Voting Instruction Form

Please mark to indicate your directions

CHESS Depositary Nominees will vote as directed

XX

Voting Instructions to CHESS Depositary Nominees Pty Ltd

I/We being a holder of CHESS Depositary Interests of Astron Corporation Limited hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding at the Extraordinary General Meeting of Astron Corporation Limited to be held at 25th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, Central, Hong Kong on Monday 14 April 2014 at 2:00 PM (Hong Kong Time) and at any adjournment of that meeting.

By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in their discretion on such business as may properly come before the meeting.

Items of Business

SPECIAL BUSINESS

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depository Nominees Pty Ltd or their appointed proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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For Against Abstain
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Item 1 Return of Capital

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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A T R

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18 March 2014

Dear Shareholder

Extraordinary General Meeting: return of capital

Notice is hereby given for an Extraordinary General Meeting of Astron Corporation Limited (the Company ) to consider a return of capital by the Company. Enclosed are the Notice of Meeting and Explanatory Memorandum setting out the items of business.

The reason for the return of capital is that the Board has determined it is now an appropriate time to undertake a return of capital to Astron’s shareholders from the prior year’s tax free capital gain. This is from the capital gain made by Astron Limited from the sale of its China processing companies to Imerys in 2008, which was free of capital gains tax in Australia.

Astron has worked in recent times to complete a definitive feasibility study for its Donald Mineral Sands project ( DMS project ) from its own funds, to allow the DMS project to be developed using funds from other investors as the project is one of the world’s largest zircon deposits. Astron has been working with its financial advisers to identify suitable investors for the DMS project. Notwithstanding the considerable difficulty in identifying available capital for mining investment in the current financial markets, Astron has identified a number of Chinese companies that have expressed interest in investing in and funding the DMS project.

Further, Astron will have sufficient funds after the return of capital to pursue other projects, including its current projects in Senegal.

On this basis, the Board has decided to seek shareholders’ approval for the return of capital.

The meeting will be held at 25th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong on 14 April 2014 commencing at 2:00 PM (Hong Kong time).

There are a number of ways in which you may vote at the Extraordinary General Meeting, depending on whether you hold Shares in the Company or CDIs.

If you hold Shares, you may attend and vote at the Extraordinary General Meeting in person or by your authorised corporate representative or appoint someone as your proxy to attend and vote at the meeting on your behalf.

If you hold CDIs you may instruct CHESS Depository Nominees Pty Ltd ( CDN ) as the legal holder of Shares in the Company underlying the CDIs how you wish to vote by way of completing the enclosed Voting Instruction Form.

Alternatively, you may convert your holding in CDIs to a holding of Shares and vote these at the Extraordinary General Meeting. You must ensure the conversion is completed before the record date for the Extraordinary General Meeting. If you do so, if you subsequently wish to sell your Shares on ASX, the Shares must first be converted back to CDIs.

If you are attending this Extraordinary General Meeting, please bring this letter with you to facilitate your registration.

If you are unable to attend the meeting, you are encouraged to complete the enclosed Voting Instruction Form. If you are a CDI holder and you wish to direct CDN how to vote in respect of your CDIs you should read, complete, date and sign the accompanying CDI Voting Instruction Form. The Voting Instruction Form should be returned in the envelope provided or sent or faxed to the Company’s share registrar, Computershare Investor Services Pty Limited at GPO Box 242 Melbourne, Victoria 3001 Australia, on 1800 783 447 (within Australia) / +61 3 9473 2555 so that it is received by 5:00pm (Australian Eastern Daylight Time) on 10 April 2014.

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Alternatively, if you are a shareholder and wish to vote by proxy, a proxy form (and any power of attorney or other authority under which it is signed, or a certified copy of it) must be deposited with Computershare Hong Kong Investor Services Ltd at Hopewell Centre 17M Floor, 183 Queen’s Road East, Wan Chai, Hong Kong so that it is received by 2:00 PM (Hong Kong Time) on 11 April 2014.

Corporate shareholders will be required to complete a “Certificate of Appointment of Representative” to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company’s share registrar.

As with dividend payments, payments of the return of capital to Australian and New Zealand registered resident shareholders will be made by way of direct credit to a financial institution in Australia or New Zealand (including a bank, building society or credit union account). Shareholders who have not previously provided the share registry with their bank account details may complete the Direct Credit Payment Form, which is available from Astron’s share registry, Computershare Investor Services Pty Limited. Given the time since Astron has paid a dividend, shareholders are encouraged to check with Computershare Investor Services Pty Limited that all payment details are up-to-date.

I look forward to your attendance at the meeting.

Yours sincerely

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Gerard King Chairman

Encl:

Registered Office: 16[th] Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong

www.astronlimited.com

Notice of Extraordinary General Meeting

Astron Corporation Limited

The Extraordinary General Meeting of the shareholders of Astron Corporation Limited will be held at 25th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, Central, Hong Kong on 14 April 2014 commencing at 2:00 PM (Hong Kong Time).

The Explanatory Memorandum accompanies and forms part of this Notice of the Extraordinary General Meeting. The Explanatory Memorandum provides additional information on matters to be considered at the Extraordinary General Meeting and should be read in its entirety.

SPECIAL BUSINESS

The Directors propose that the following resolution, with or without modification, be passed as a SPECIAL RESOLUTION :

Resolution 1 - Return of Capital

“That approval is given for the share capital of the Company to be reduced by approximately A$91.9 million, such reduction of capital to be effected by the Company paying to each registered holder of ordinary shares in the Company as at the record date of 7 PM on 14 April 2014 (Australian Eastern Daylight time) the amount of A$0.75 per ordinary share in the Company held by the holder at that time.”

Resolution 1 must be passed as a special resolution.

Dated this 18[th] day of March 2014

Gerard King Chairman

Registered Office: 16th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong www.astronlimited.com

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EXPLANATORY MEMORANDUM AND NOTES ACCOMPANYING NOTICE OF EXTRAORDINARY GENERAL MEETING

This Explanatory Memorandum has been prepared for the information of shareholders of Astron Corporation Limited (“the Company ”) in connection with the business to be conducted at the Extraordinary General Meeting of the shareholders of the Company to be held at 2:00 PM (Hong Kong Time) on 14 April 2014 at 25th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, Central, Hong Kong.

The information is important. You should read the information relating to the meeting carefully and, if necessary, seek your own independent advice.

1. Voting entitlements

The Board has determined that a shareholder’s voting entitlement at the Extraordinary General Meeting will be taken to be the entitlement of that person shown in the register of members as at 7 PM on 11 April 2014 (Australian Eastern Daylight Time).

2. Voting process for CDI holders

Computershare Investor Services Pty Limited (“Computershare AU”), on behalf of CDN, will mail CDI holders a CDI Voting Instruction Form along with this Notice of Meeting and Explanatory Memorandum and the other proxy solicitation materials. By completing, signing and returning the CDI Voting Instruction Form, CDI holders may instruct CDN to vote on their behalf in accordance with their written directions. Where a CDI holder executes the CDI Voting Instruction Form under a power of attorney, the power of attorney or other authority under which it is signed, or a certified copy of it, must be provided with the CDI Voting Instruction Form.

Computershare AU has agreed to collect and process Voting Instruction Forms from CDI holders. Computershare AU must receive your CDI Voting Instruction Form, completed and returned in accordance with the instructions provided on the form, by 5:00pm (Australian Eastern Daylight Time) on 10 April 2014. This will give CDN enough time to tabulate all voting instructions provided by holders of CDIs and to vote the shares underlying the CDIs.

If a CDI holder completes and returns a CDI Voting Instruction Form, such CDI holder may revoke those directions by delivering to Computershare AU, no later than 5:00pm (Australian Eastern Daylight Time) on 10 April 2014, a written notice of revocation bearing a later date than the CDI Voting Instruction Form previously sent.

Alternatively, you may convert your holding of CDIs to a holding of Shares and vote these at the Extraordinary General Meeting. You must ensure the conversion is completed before 7 April 2014.

3. Voting process for holders of Shares in the Company

Holders of Shares in the Company may attend and vote at the Extraordinary General Meeting or appoint someone as a proxy to attend and vote at the meeting on their behalf by completing and returning a proxy form. A proxy need not be a shareholder of the Company. A proxy may vote on a show of hands but if a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. Further, a person holding a proxy for more than one member has only one vote. If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the number of share(s) each proxy is appointed to exercise. The proxy form must be deposited with Computershare Hong Kong Investor Services Ltd at Hopewell Centre 17M Floor, 183

Queen’s Road East, Wan Chai, Hong Kong so that it is received by 2:00 PM (Hong Kong Time) on 11 April 2014.

4. Return of Capital

4.1. Return of capital

Astron proposes to make a cash payment to shareholders of A$0.75 per ordinary share (representing approximately A$91.9 million in total) as a return of capital.

The record date for determining entitlements to receive the return of capital is 7 PM (Australian Eastern Daylight time) on 14 April 2014.

4.2. Payment details

If the return of capital is approved by shareholders, payment will be made to eligible shareholders, being registered holders of Astron ordinary shares as at the record date referred to above.

How to provide your bank account details to the share registry

As with dividend payments, payments of the return of capital to Australian and New Zealand registered resident shareholders will be made by way of direct credit to a financial institution in Australia or New Zealand (including a bank, building society or credit union account). Shareholders who have not previously provided the share registry with their bank account details may complete the Direct Credit Payment Form, which is available from Astron’s share registry, Computershare Investor Services Pty Limited. Given the time since Astron has paid a dividend, shareholders are encouraged to check with Computershare Investor Services Pty Limited that all payment details are up-to-date. For enquiries, please contact Computershare Investor Services Pty Limited on 1300 558 062 (within Australia) or +61 (0)3 9415 4631.

Where a person holds CDIs rather than shares, CDN as the registered holder of ordinary shares will arrange for the payment to the holder of CDIs.

In accordance with the timing requirements set out in section 4.4.2 below, payment of the capital return will be processed within approximately 8 weeks from the date of the Company passing the special resolution, in accordance with the anticipated timeline set out in section 4.10 below.

4.3. Reasons for the return of capital

Astron Limited previously made a capital gain from the sale of its China processing companies to Imerys in 2008. This was free of capital gains tax in the hands of Astron Limited in Australia.

Astron has worked in recent times to complete a definitive feasibility study for its Donald Mineral Sands project (DMS project) from its own funds, to allow the DMS project to be developed using funds from other investors as the project is one of the world’s largest zircon deposits.

Astron has been working with its financial advisers to identify suitable investors for the DMS project. At this stage, notwithstanding the considerable difficulty in identifying available capital for mining investment in the current financial markets, Astron has identified a number of Chinese companies that have expressed interest in investing in and funding the DMS project.

Further, Astron will have sufficient funds after the return of capital to pursue other projects, including its current projects in Senegal.

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On this basis, the Board has determined that it is now an appropriate time to undertake a return of capital to Astron’s shareholders from the prior year’s tax free capital gain derived by Astron Limited.

The Board proposes to return capital that is surplus to Astron’s needs to shareholders in light of the Company’s strong balance sheet, as described in the 2013 Annual Report. The directors believe that the return of approximately A$91.9 million to shareholders will ensure that Astron maintains an efficient capital structure, without adversely affecting the financial flexibility of the Company to achieve its ongoing objectives. The proposed return of capital demonstrates Astron’s commitment to prudent capital management and its focus on providing a satisfactory return to shareholders.

4.4. Requirements for the return of capital

4.4.1. Equal reduction

The proposed return of capital constitutes an equal reduction of Astron’s share capital. It applies to each shareholder in proportion to the number of ordinary shares that each shareholder holds, with the terms of the return the same for each shareholder.

4.4.2. Statutory requirements

The requirements under the Hong Kong Companies Ordinance for a company to reduce its share capital are set out below.

A company is permitted to repay any paid-up share capital in excess of the company’s requirements if it follows the procedure set out in the Companies Ordinance. In summary, the company is required to pass a special resolution supported by a solvency statement and meet certain procedural requirements.

The special resolution and the reduction of share capital take effect when the company delivers a specified return complying with the requirements of the Company Ordinance to the Hong Kong Companies Registrar between 5 weeks and 7 weeks after the date of the special resolution, in accordance with the anticipated timeline set out in section 4.10 below.

The special resolution proposed in the notice of meeting will satisfy the requirement for a special resolution.

The directors will also make a solvency statement, a copy of which will be made available for inspection by shareholders at the general meeting. The special resolution for reduction of share capital must be passed within 15 days after the date of the solvency statement.

The solvency statement is a statement that each of the directors making it has formed the opinion that the Company satisfies the solvency test in relation to the transaction. The solvency test will be satisfied if immediately after the capital reduction there will be no ground that the company could be found to be unable to pay its debts and the company will continue to be able to pay its debts as and when they become due during the period of 12 months immediately following the date of the capital reduction.

If the special resolution for the reduction of share capital is passed, Astron will publish a notice in the Gazette specifying the approval of the capital reduction, the amount and certain other matters. Notice will also be given in Chinese language and English language newspapers. The special resolution for the reduction of share capital and the solvency statement will be available for inspection by shareholders and creditors at the registered office of the Company during the period from 25 April 2014 to 19 May 2014.

4.5. Effect of the return of capital on the Company

4.5.1. Effect on the capital structure

After the return of capital, Astron’s share capital will be reduced by approximately A$91.9 million. No shares will be cancelled in connection with the return of capital.

The return of capital will not affect the total number of Astron shares on issue, or the number of shares held by each ordinary shareholder. Each of these numbers will remain identical.

4.5.2. Impact on financial position

The return of capital will be funded by Astron’s available cash balances, which are available from the 2008 sale of the China processing companies by Astron Limited to Imerys.

In determining whether to implement a return of capital, the directors have reviewed Astron’s assets, liabilities and expected commitments for projects. The directors consider that the return of capital will not materially prejudice Astron’s ability to pay its creditors. The directors have also satisfied themselves as to the solvency of Astron following the return of capital. This is reflected in the solvency statement.

4.5.3. Impact on growth strategies

Having regard to the financial position of Astron, and the proposal for external funding for the DMS project, the Board is of the opinion that the return of capital will not materially prejudice Astron’s ability to continue its business, undertake new projects and implement its future growth strategies.

In particular, the Board is of the opinion that Astron will have adequate funding to pursue its current projects, including in Senegal.

4.5.4. Impact on share price

If the proposed capital return is implemented, Astron ordinary shares may trade at a lower share price following the ‘ex capital return’ date than they otherwise would have done, had the return of capital not occurred. This is due to the return of funds to shareholders and the consequent reduction in shareholders’ funds.

4.5.5.

Dividends

Astron has not been in a position to pay a dividend in recent years. Astron intends to reintroduce a dividend policy once Astron is generating profits from its operational activities. The board do not expect the return of capital to impact the dividend policy.

4.5.6. Tax implications of the return of capital for the Company

Cash reserves are currently held in Astron Limited. These cash reserves were generated from the sale by Astron Limited of the China processing companies to Imerys. The sale did not result in any capital gains tax for Astron Limited in Australia.

On this basis, Astron Limited will distribute an amount of its cash reserves to Astron by way of a dividend. This distribution will not be taxable in Australia to Astron nor will it be subject to Australian withholding tax as this dividend will be paid out of Astron Limited’s conduit foreign income (CFI) account. As Astron is domiciled in Hong Kong and Hong Kong imposes taxes based on assessable income generated from Hong Kong sources, the receipt by Astron of the CFI dividend from Astron Limited will not be subject to tax in Hong Kong. The return of capital by Astron to its shareholders should not result in any Hong Kong tax implications for Astron.

4.6. Tax implications of the return of capital for Astron shareholders

The tax implications for each shareholder will depend on the circumstances of the particular shareholder. Accordingly, all shareholders must seek their own professional advice in relation to their tax position. Neither Astron nor any of its officers, employees or advisors provides any

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advice or assumes any liability or responsibility for advising shareholders about the tax consequences of the return of capital.

4.7. Directors’ interests

The number of shares/CDIs in which each director has an interest as at 18 March 2014 is set out in the table below.

Name	Number of shares/CDIs held
Mr.GerardKing	49,038
Mr. Alexander Brown	94,165,972
Mr. RobertFlew	341,148
Mr. RonaldMcCullough	8,000
Mdm KangRong	4,000,000

4.8. Directors’ recommendation

The Board unanimously recommends that shareholders vote in favour of the proposed return of capital.

4.9. Directors’ intentions

The Directors that hold shares have notified the Board that they intend to vote in favour of the proposed return of capital.

4.10. Anticipated timetable

The anticipated timetable for completing the capital reduction is as follows:

Step	Action item	Anticipated date (subject to change)
1.	Notice of meeting to shareholders	18March 2014
2.	Hold general meeting to consider special resolution andmake solvency statement availablefor inspection	14 April 2014
3.	Record date for participation in the capital reduction	7 PM (Australian Eastern Daylight Time) 14 April 2014
4.	Publish a notice in the Gazette that the company has approved a reduction of share capital and other details	25 April 2014
5.	Publish a notice in specified Chinese and English- languagenewspapers	25 April 2014
6.	Register the special resolution and the solvency statement with the Registrar of Companies	25 April 2014
7.	The special resolution and the solvency statement are available for inspection by shareholders and creditors at theregistered office ofthe Company	25 April 2014 to 19 May 2014
8.	Lodge relevant statutory form with the Registrar of Companies (in absence of any objection to the special resolution) in which case the special resolution is effective	19 May 2014
9.	Anticipated paymentmade to shareholders	23May2014

Registered Office: 16[th] Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong www.astronlimited.com