MAGONTEC LIMITED — AGM Information 2021

May 31, 2021

Suite 1.03, Level 1 46A Macleay St Potts Point NSW 2011 Australia Ph +61 2 8084 7813

1 June 2021

Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street Sydney, NSW, 2000

Dear Sir/Madam,

MAGONTEC LIMITED MINUTES OF 2021 ANNUAL GENERAL MEETING Held Tuesday 25 May 2021

Minutes of the AGM are attached.

Yours sincerely

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Mr John Talbot

Company Secretary Magontec Limited

Contact details: +61 (0) 405 317 594

John Talbot, Company Secretary of Magontec Limited has authorised the release of this document to the market on 1 June 2021

MINUTES OF THE ANNUAL GENERAL MEETING OF MEMBERS OF MAGONTEC LIMITED Held at 11:00 am on Tuesday 25 May 2021 in

1. the meeting room of Boardroom Pty Limited at Level 12, Grosvenor Place, 225 George St Sydney NSW; and 2. multiple locations via online attendance

BOARD ATTENDING PHYSICALLY:	Mr N Andrews, Executive Chairman (and shareholder) Mr R Kaye, Independent Director Chairman of Magontec’s Remuneration and Nomination Committee
BOARD ATTENDING ONLINE:	Mr A Labuschagne Non-Executive Director (and representative of Magontec’s corporate shareholder Straits Mine Management Pty Limited Mr Xie Kangmin and Chairman of Qinghai Huixin Asset Management Co., Ltd the parent company of Qinghai Salt Lake Magnesium Limited (QSLM) a shareholder of Magontec to the extent of 28.72%
BOARD APOLOGIES:	Mr Atul Malhotra Independent Director and Chairman of Magontec’s Finance, Audit and Compliance Committee; Mr Li Zhongjun Non-Executive Director and member of Magontec’s Remuneration and Nomination Committee
MAGONTEC SENIOR EXECUTIVES IN ATTENDANCE:	Mr Derryn Chin Chief Financial Officer (CFO) (and shareholder) Mr John Talbot, Company Secretary (and shareholder) Ms Chloe Hua, Board Secretary and Financial Accountant (as an observer)
OTHER ATTENDEES:	Messrs Greg Boston and Rob Cooper from Magontec’s Auditors Camphin Boston
ATTENDANCE AT WEBINAR:	A number of shareholders were present at the meeting both as formal and informal attendees.
OPENING:	Mr Andrews opened the meeting at 11:10am. Mr Andrews chaired the meeting except in relation to Item 5 of the formal business where Mr Robert Kaye acted as Chairman.
PRELIMINARIES:	1. The Chairman welcomed shareholders attending both at the physical and online venues. 2. He explained – a. the protocols under which the meeting will be held particularly in relation to the shareholder question and comment processes; and b. the poll voting process to be undertaken in respect of resolutions to be addressed during the formal business. 3. He mentioned the prior release to the ASX on 21 April 2021 of the Register of Directors’ interests (as at 20 April 2021) and the minutes of the 2020 AGM. 4. He noted that a quorum for the meeting is satisfied and declared the meeting to be validly constituted.
CHAIRMAN ADDRESS:	1. The Chairman presented his address to the meeting after which questions and comments were invited and discussion ensued. Matters raised by shareholders and discussed are summarised below. 2. Shareholder Question/Comment 1: “UK is encouraging its households to transfer from gas to electricity for hot water generation. Is there a similar dynamic being seen in Europe and if so, what opportunity might this represent for the Company?” 3. Chairman’s Response: UK and rest of Europe are differentiated markets. UK Mg anode use has been much lower than in Europe where Mg anodes to minimise corrosion is widespread. Eastern Europe a growth market for magnesium markets and Western Europe utilises more expensive tanks and requires more complex and expensive electronic anodes. Both anodes are supplied by Magontec. Market for the electronic anodes is also quickly developing in Nth America and, to a lesser extent in China. 4. Shareholder Question/Comment 2: “It appears that shareholders may not see any benefit for another 2 years – with 2022 being a recovery year and then leading to a path to profitability. Is that a reasonable assumption?” 5. Chairman’s Response: The Company’s expectation is that we will see developments in Qinghai within a 2-year timeframe and that is a critical factor governing profitability. The rebound from the Coronavirus pandemic has been

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strong and rapid and continued strong performance in Magontec’s anode activity
is expected for the remainder of this year and 2022. We have plans to grow this
activity in the US (one of the largest markets in the world) and have made good
progress to this end over the last 12 months, Profit from our anode operations our
factories in Europe and China should increase commensurate with this expected
increase in market activity and consequential lower unit fixed costs. The nub of
the question relates to expectations for Magontec’s alloy business and the
potential “blue sky” that will arise when QSLM can deliver liquid magnesium to
Magontec’s plant. In the absence of a firm timetable from QSLM, I cannot add to
the comment already made in my Chairman’s address. However, I note that when
QSLM was delivering liquid metal to Magontec in late 2018/early 2019 the
Magontec alloy plant became profitable very quickly. Although we are looking at a
maximum production rate of 5,000 mt per month at full production, a rate of 1,000
mt per month will have a significant profit effect – eliminating the current losses
and adding profitability. Therefore, our thought is that a two-year time period for
some emergence of shareholder “joy” would be a pessimistic assessment.
6. Shareholder Question/Comment 3: “What is the possible effect on the application
of magnesium in the manufacture of electric vehicles compared with the
manufacture of internal combustion engine vehicles?”
7. Chairman’s Response: The Chairman referred to a chart displayed in the
Chairman’s address showing magnesium application in the current manufacturing
process. He stated that the only application that will not survive the move to
electric vehicles, will be the current application in transmissions.
8. Shareholder Question/Comment 4: “Assuming the Chinese pidgeon process
plants are unsustainable, and given the extended delay in the Golmud plant, is it
likely that other potential low footprint magnesium plants are in the pipeline?”
9. Chairman’s Response: The Chairman said there are and gave some examples
but said none of the proposals had developed much further that a prospectus
publishing their concepts. In the 10 years since the QSLM plant has been
developed no other alternative plant has been brought to the market and the
possible alternatives in prospect are dwarfed by the QSLM plant. QSLM also has
both the energy source and access to the raw material to meet their production
capacity. Additionally, coupling these features with the drive of the Beijing
government now behind the Qinghai project, suggests this remains the global
benchmark.
10. Shareholder Question/Comment 5: “Re Specialist Metal Sales – Can you
elaborate on what these and how they might grow and whether they might be a
worthwhile profit centre?”
11. Chairman’s Response: The Chairman firstly described the generic alloys –
AZ91, AM50 and AM60 which are applied in various vehicle components
(among other things). The company also makes specialist metals AE44 that are
magnesium alloys that include rare earth alloying elements developed by Norsk
Hydro, the former Advanced Magnesium and CSIRO. These metals are used in
high stress and high heat environments. They are higher margin volume
metals. Then there are specialist metals having non-automotive applications
sold into the military/defence/aerospace industries. They are grain refined
metals (with such material as zirconium added) to give the metal much greater
strength. The clients are generally Tier 1 specialist manufacturers supplying to
the likes of Boeing, British Aerospace, General Dynamics etc. They are low
volume but higher margin products. There are two or three metals that we sell to
these groups. The activity has increased the overall group margin and made a
significant contribution to profitability. Currently these metals are only
manufactured in of Europe and sales are mostly into Nth America. Sales into the
relevant European industries are on the agenda for this year and next so we
expect to see growth in this area over the next couple of years. There are other
specialist metals that we are branching into.
At this stage the Chairman turned to the formal business of the meeting but first
made some explanatory remarks as to how the formal business would be managed
including determining voting outcomes by a poll vote. .
ITEM I 1. Shareholders present at the meeting were given the opportunity to raise
Financial Report and questions/comments with respect to the reports and statements for the twelve-
’
Directors and Audit Report month reporting period ended 31 December 2020 .
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2.No questions/comments were posed and the Chairman proceeded to Item 2.
ITEM 2 1. The Chairman commenced by demanding that a poll be conducted to determine
Adoption of Remuneration the result of shareholder voting on Resolution 2.
Report (advisory only 2. The Chairman stated shareholders are entitled to vote on the question whether
resolution) the Remuneration Report as contained in the Annual Report for the twelve-
month reporting period ended 31 December 2020 is to be adopted. The
Chairman noted that this is an "advisory only" resolution, which does not bind
the Directors of the Company.
3. The Chairman put the resolution to the meeting.
4. The Chairman added no supplementary explanation to that contained in the
Explanatory Notes of the 2021 Notice of Annual General Meeting.
5. The motion was seconded by a shareholder present at the meeting.
6. Shareholders present at the meeting were given the opportunity to raise
questions/comment with respect to this Item.
7. None were proffered.
8. Shareholder voting, as per the submitted proxy voting forms were displayed to
the meeting.
9. The Chairman proceeded to Item 3.
ITEM 3 1. The Chairman commenced by demanding that a poll be conducted to determine
Re-election of Non-executive the result of shareholder voting on Resolution 3.
Director Mr Zhongjun Li 2. The Chairman put the resolution to the meeting.
(ordinary resolution) 3. The Chairman added no supplementary explanation to that contained in the
Explanatory Notes of the 2021 Notice of Annual General Meeting.
4. The motion was seconded by a shareholder present at the meeting.
5. Shareholders present at the meeting were given the opportunity to raise
questions/comment with respect to this Item.
6. None were proffered.
7. Shareholder voting, as per the submitted proxy voting forms were displayed to
the meeting.
8. The Chairman proceeded to Item 4.
ITEM 4 1. The Chairman commenced by demanding that a poll be conducted to determine
Re-election of Non-executive the result of shareholder voting on Resolution 4.
Director Mr Kangmin Xie 2. The Chairman put the resolution to the meeting.
(ordinary resolution) 3. The Chairman added no supplementary explanation to that contained in the
Explanatory Notes of the 2021 Notice of Annual General Meeting.
4. The motion was seconded by a shareholder present at the meeting.
5. Shareholders present at the meeting were given the opportunity to raise
questions/comment with respect to this Item.
6. None were proffered.
7. Shareholder voting, as per the submitted proxy voting forms were displayed to
the meeting.
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At this stage of proceedings, Mr Andrews transferred conduct of the meeting to Mr Robert Kaye Chairman of Magontec’s Remuneration and Nomination Committee and an Independent Director

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ITEM 5 1. Mr Kaye commenced by demanding that a poll be conducted to determine the
Issue of Performance Rights result of shareholder voting on Resolution 5.
to the Executive Chairman 2. Mr Kaye put the resolution to the meeting.
Mr Nicholas Andrews in 3. Mr Kaye explained why, if the proposed issue is an issue of securities under the
relation to the three-year “2020 Shareholder Approved Plan” previously approved by shareholders at
long-term Performance Resolution 5a of the 2020 AGM, this further approval is required.
Period commencing 1 4. The motion was seconded by a shareholder present at the meeting.
January 2022 (ordinary 5. Shareholders present at the meeting were given the opportunity to raise
resolution) questions/comments with respect to this Item.
6. None were proffered.
7. Shareholder voting, as per the submitted proxy voting forms were displayed to
the meeting.
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At this stage of proceedings, Mr Kaye returned conduct of the meeting to Mr Andrews.

Item 6 Alteration of the Constitution of Magontec Ltd to incorporate Poll Voting as the default voting process (special resolution)	1. The Chairman commenced by demanding that a poll be conducted to determine the result of shareholder voting on Resolution 6. 2. The Chairman put the resolution to the meeting. 3. The Chairman added some supplementary explanation to that contained in the Explanatory Notes of the 2021 Notice of Annual General Meeting. 4. The motion was seconded by a shareholder present at the meeting. 5. Shareholders present at the meeting were given the opportunity to raise questions/comment with respect to this Item. 6. None were proffered. 7. Shareholder voting, as per the submitted proxy voting forms were displayed to the meeting.
DECLARATION OF VOTING RESULTS	Based on voting results provided by the Boardroom returning officer, the Chairman declared that all resolutions have been passed and said voting results would shortly be published on the ASX public announcement platform.
GENERAL DISCUSSION: OTHER BUSINESS:	1. Mr Andrews stated that no items of Other Business had been raised and invited any final questions/comments. 2. None were proffered. 3. The Chairman declared the meeting closed at 12:11pm.

1 June 2021

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Nicholas Andrews Meeting Chairman

Magontec Limited Annual General Meeting Tuesday, 25 May 2021 Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

Resolution details	Resolution details	Instructions given to validly appointed proxies (as at proxy close)	Instructions given to validly appointed proxies (as at proxy close)	Instructions given to validly appointed proxies (as at proxy close)	Instructions given to validly appointed proxies (as at proxy close)	Number of votes cast on the poll (where applicable)	Number of votes cast on the poll (where applicable)	Number of votes cast on the poll (where applicable)	Resolution Result	If s250U applies
Resolution	Resolution Type	For	Against	Proxy's Discretion	Abstain	For	Against	Abstain*	Carried / Not Carried
2. To Adopt the Remuneration Report (advisory only resolution)	Ordinary	723,567,174 92.54%	36,637,088 4.69%	21,664,410 2.77%	15,079,338	745,231,584 95.31%	36,637,088 4.69%	15,079,338	Carried	No
3. To re-elect Mr Zhongjun Li as a Non-Executive Director (ordinary resolution)	Ordinary	698,672,166 88.31%	70,666,393 8.93%	21,858,773 2.76%	4,536	720,530,939 91.07%	70,666,393 8.93%	4,536	Carried	N/A
4. To re-elect Mr Kangmin Xie as a Non-Executive Director (ordinary resolution)	Ordinary	824,972,809 97.35%	559,648 0.07%	21,861,573 2.58%	5,136	846,834,382 99.93%	559,648 0.07%	5,136	Carried	N/A
5. Issue of Performance Rights to the Executive Chairman Mr Nicholas Andrews in relation to the three-year long-term Performance Period commencing 1 January 2022 (ordinary resolution)	Ordinary	695,941,047 84.41%	107,063,177 12.99%	21,504,492 2.61%	22,890,450	717,445,539 87.01%	107,063,177 12.99%	22,890,450	Carried	N/A
6. Alteration of the Constitution of Magontec Ltd to incorporate Poll Voting as the default voting process (special resolution)	Special	785,032,741 94.25%	25,997,662 3.12%	21,860,053 2.62%	14,508,710	806,892,794 96.88%	25,997,662 3.12%	14,508,710	Carried	N/A

• Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.