MINDAX LIMITED — Proxy Solicitation & Information Statement 2019

Apr 14, 2019

MINDAX LIMITED

ACN 106 866 442

NOTICE OF GENERAL MEETING

TIME : 2:00 pm (WST) DATE : 20 May 2019 PLACE : Suite 2 11 Ventnor Avenue West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9389 2111.

I M P O R T A N T I N F O R M A T I O N

Time and place of Meeting

Notice is given that the Meeting will be held at 2:00 pm (WST) on 20 May 2019 at:

Suite 2 11 Ventnor Avenue West Perth WA 6005

Your vote is important

The business of the Meeting affects your Shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00 pm (WST) on 18 May 2019.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• ➢ the proxy is not recorded as attending the meeting; or

• ➢ the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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B U S I N E S S O F T H E M E E T I N G

AGENDA

RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 6,500,000 Shares to non-related parties, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion:

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on this Resolution by or on behalf of any person who participated in the issue and any of their Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

(b) by the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides).

RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the issue of 80,000,000 Shares to non-related parties of the Company, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion:

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on this Resolution by or on behalf of any person who participated in the issue and any of their Associates, unless it is cast:

(a) by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

(b) by the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides).

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RESOLUTION 3 – SHARE PLACEMENT FACILITY

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 of the Listing Rules of the ASX and for all other purposes, the directors be authorised to issue and allot up to 240,000,000 ordinary fully paid shares in the capital of the Company at an issue price of not less than 80% of the average market price of the Company’s shares (calculated over the 5 days on which sales of shares were recorded before the day on which the issue is made), with such shares to be issued to such persons as the directors in their absolute discretion may determine and otherwise upon the terms set out in the Notice of General Meeting and Explanatory Statement.”

Short Explanation : Approval is sought under Listing Rule 7.1 to allow the Company to allot and issue up to 240,000,000 ordinary fully paid shares in the capital of the Company at an issue price of not less than 80% of the average market price of the Company’s shares. Please refer to the Explanatory Statement for details.

Voting Exclusion:

The Company will, in accordance with the Listing Rules of the ASX disregard any votes cast on Resolution 3 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their associates. However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as he proxy decides.

RESOLUTION 4 – ISSUE OF SHARES TO RELATED PARTY

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 10.11, and all other purposes, approval is given to the Company to issue up to 10,000,000 Shares to Mr Tsang & Mrs Chunxiang Zeng & Mr Qinglong Zeng on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by Mr Tsang & Mrs Chunxiang Zeng & Mr Qinglong Zeng or any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 4 April 2019

By order of the Board

DENNIS WILKINS COMPANY SECRETARY

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Forward looking statements

Certain statements in this Explanatory Statement relate to the future. These statements reflect views only as of the date of this Explanatory Statement. While the Company believes that the expectations reflected in the forward looking statements are reasonable, neither the Company nor any other person gives any representation, assurance or guarantee that the occurrence of an event expressed or implied in any forward looking statements in this Explanatory Statement will actually occur.

Disclaimers

No person is authorised to give any information or make any representation in connection with the Resolutions that is not contained in this Explanatory Statement. Any information or representation not contained in this Explanatory Statement may not be relied on as having been authorised by the Company or the Board in connection with the Resolutions.

Responsibility for information

The information contained in this Explanatory Statement has been prepared by the Company and is the responsibility of the Company.

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

1.1 General

On 26 November 2018 the Company issued 4,500,000 ordinary shares at a deemed issue price of $0.005 per Share as consideration for corporate consulting services provided to the Company in accordance with Listing Rule 7.1.

On 7 February 2019 the Company issued a further issued 1,000,000 fully paid ordinary shares as consideration for services invoiced for $10,000.

On 3 April 2019 the Company issued a further issued 1,000,000 fully paid ordinary shares as consideration for services invoiced for $5,000.

The Company now seeks, pursuant to ratify pursuant to the Listing Rules the allotment and issue of the above Shares.

Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of the ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out the procedure and effect of Shareholder approval of a prior issue of securities and provides that where shareholders in general meeting ratify a previous issue of securities made without approval under Listing Rule 7.1, provided that the previous issue of securities did not breach Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purposes of Listing Rule 7.1.

By ratifying these issues, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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1.2 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• a) 4,500,000 Shares were allotted and issued by the Company at a deemed issue price per Share was $0.005;

• b) 1,000,000 Shares were allotted and issued by the Company at a deemed issue price per Share was $0.01;

• c) The Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;

• d) The Shares were allotted to Mr Xiumei Huang and Ms Jing Wang who are not related parties of the Company;

• e) No funds were raised from the issue of shares; and

• f) A voting exclusion statement is included in the Notice.

1.3 Directors’ Recommendation

The Directors of the Company believe that Resolution 1 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

2. RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES

2.1 General

On 7 January 2019 the Company issued 40,000,000 fully paid ordinary shares to complete a placement of $200,000 by an unrelated party for which the funds were received during December 2018 at an issue price of $0.005 per Share in accordance with Listing Rule 7.1 and now seeks to ratify the allotment and issue of the Shares noted.

On 3 April 2019 and 4 April 2019 the Company issued a total of 40,000,000 fully paid ordinary shares to complete a placement of $200,000 by an unrelated party at an issue price of $0.005 per Share in accordance with Listing Rule 7.1 and now seeks to ratify the allotment and issue of the Shares noted.

Listing Rule 7.1 provides that (subject to certain exceptions) prior approval of shareholders is required for an issue of securities by a company if the securities will, when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of the ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 sets out the procedure and effect of Shareholder approval of a prior issue of securities and provides that where shareholders in general meeting ratify a previous issue of securities made without approval under Listing Rule 7.1, provided that the previous issue of securities did not breach Listing Rule 7.1, those securities shall be deemed to have been made with shareholder approval for the purposes of Listing Rule 7.1.

By ratifying these issues, the Company will retain the flexibility to issue equity securities in the future up to the 15% placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

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2.2 Information required by Listing Rule 7.5

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

• a) 80,000,000 Shares were allotted and issued by the Company at an issue price per Share was $0.005;

• b) The Shares allotted were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;

• c) The Shares were allotted to Tao Zhang and Jianchun Yang, being unrelated parties of the Company;

• d) A total of $400,000 was raised from the issue of shares and used for working capital purposes; and

• e) A voting exclusion statement is included in the Notice.

2.3 Directors’ Recommendation

The Directors of the Company believe that Resolution 2 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

3. RESOLUTION 3 – SHARE PLACEMENT FACILITY

3.1 General

Resolution 3 seeks the approval of shareholders for a share placement facility of up to 240,000,000 ordinary fully paid shares, which the directors may utilise to raise additional working capital for the Company.

The Directors believe that it is prudent for the Company to have a share placement facility available so that additional equity funds can be raised if considered necessary. If not utilised, the facility would lapse 3 months after the date of the meeting.

ASX Listing Rule 7.1 prohibits a company from issuing shares representing more than 15% of its issued capital in any 12 month period, without the prior approval of its shareholders (subject to certain exceptions). Accordingly, shareholder approval is being sought under Listing Rule 7.1 for the issue of up to 240,000,000 shares in the Company. In accordance with ASX Listing Rule 7.3 the following information is provided to shareholders:

• a) the maximum number of securities that may be issued under Resolution 3 is 240,000,000 ordinary fully paid shares;

• b) any shares issued in accordance with Resolution 3 will be issued and allotted within 3 months from the date of the general meeting (or such later date as approved by ASX);

• c) the shares will be issued at a price which is not less than 80% of the average market price of the Company’s shares, calculated over the 5 days on which sales in the Company’s shares were recorded on ASX before the day on which the issue is made;

• d) as at the date of this notice of meeting there has been no decision by the Directors to issue any shares. Accordingly, the names of any allottees or proposed allottees are not known, however any issue will be restricted to unrelated parties of the Company. No shares will be issued to Directors or other related parties;

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• e) any shares issued pursuant to Resolution 3 will rank equally in all respects with existing ordinary fully paid shares on issue in the Company;

• f) funds raised by the issue of any shares will be used as additional working capital and to advance the Company’s projects; and

• g) it is intended that shares will be allotted on one date.

3.2 Directors’ Recommendation

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

4. RESOLUTION 4 – ISSUE OF SHARES TO RELATED PARTY

4.1 General

Shareholders are being asked to approve Resolution 4 to allow Mr Tsang & Mrs Chunxiang Zeng & Mr Qinglong Zeng to be issued shares in relation to funds that have been received for working capital requirements. $50,000 has been received and recorded as an unsecured loan by the Company. The Company now seeks to issue Shares to Mr Tsang & Mrs Chunxiang Zeng & Mr Qinglong Zeng in satisfaction of this loan.

Resolution 4 is required to be approved in accordance with ASX Listing Rule 10.11 to issue securities to a Director, being a related party of the Company. Mr Tsang is a related party of the Company by virtue of being a Director of the Company. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

4.2 Chapter 2E of the Corporations Act – related party transactions

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties of a public company. Section 208 of the Corporations Act provides that, for a public company to give a financial benefit to a related party of the company, the company must:

• (a) obtain the approval of the Company’s shareholders in the manner set out in Chapter 2E of the Corporations Act; and

• (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within one of the exemptions set out in Chapter 2E of the Corporations Act.

For the purposes of Chapter 2E, a Director is a related party of the Company by virtue of section 228(2) of the Corporations Act and the issue of Shares to a Director may constitute the giving of a financial benefit.

The Board (other than Mr Tsang, who does not provide a view because he has an interest in the Proposal) considers that the issue of Shares forming the subject of Resolution 4 to be on arm's length terms. The financial benefits contemplated by Resolution 4 fall within the "arm's length terms" exception in section 210 of the Corporations Act, and therefore do not require Shareholder approval for the purposes of Chapter 2E of the Corporations Act.

The issue of shares to Mr Tsang & Mrs Chunxiang Zeng & Mr Qinglong Zeng at an issue price of $0.005 will be issued on the same terms as funds to be raised under Resolution 3 for the issue of shares to non-related parties of the Company, and as such, Shareholder approval is not required for the purposes of Chapter 2E of the Corporations Act.

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4.3 Information required by Listing Rule 10.13

Listing Rule 10.13 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 10.11.

The following information is included in this Explanatory Statement for the purpose of Listing Rule 10.13:

• (a) The Shares the subject of Resolution 4 will be granted to Mr Tsang and Mrs Chunxiang Zeng and Mr Qinglong Zeng ;

• (b) Mrs Chunxiang Zeng is Mr Tsang’s spouse and Mr Qinglong Zeng is Mr Tsang’s son. Mr Tsang and Mrs Chunxiang Zeng and Mr Qinglong Zeng are trustees of the Zeng Superannuation Fund;

• (c) The maximum number of Shares to be issued pursuant to Resolution 4 is 10,000,000;

• (d) The Shares will be allotted and issued on a date which will be no later than 1 month after the date of the Meeting;

• (e) The Shares the subject of Resolution 4 will rank equally in all respects with the Company’s existing Shares on issue. The Shares will be issued at the Issue Price, being $0.005;

• (f)

• A voting exclusion statement is included in this Notice; and

• (g) $50,000 has been received by the Company for the issue of Shares pursuant to Resolution 4. The funds have been used for corporate expenses and general working capital.

4.4 Directors’ Recommendation

All Directors, other than Mr Tsang, believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

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G L O S S A R Y

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning set out in sections 11 to 17 of the Corporations Act.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors of the Company.

Chair means the chair of the Meeting.

Company or Mindax means Mindax Limited (ACN 106 866 442).

Constitution means the Company’s constitution.

Convertible Security means a security of the Company which is convertible into Shares.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

GM means general meeting.

Listing Rules means the Listing Rules of the ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Voting Power has the meaning given by section 610 of the Corporations Act.

WST means Western Standard Time as observed in Perth, Western Australia.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2019 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Mindax Limited and entitled to attend and vote hereby:

APPOINT A PROXY

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The Chair of the  PLEASE NOTE: If you leave the section blank, OR meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) are named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the General Meeting of the Company to be held at Suite 2, 11 Ventnor Avenue, West Perth WA 6005 on 20 May 2019 at 2:00 pm (WST) and at any adjournment or postponement of that Meeting.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES:

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

Agenda Items

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For Against Abstain
1 Ratification of Issue of Shares - 6,500,000 Shares
2 Ratification of Issue of Shares - 80,000,000 Shares
3 Share Placement Facility
4 Issue of Shares to Related Party
 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director
This form should be signed by the shareholder. If a joint holding, all the shareholder should sign. If signed by the shareholder’s attorney,
the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
Email Address
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on an item, your vote on that item will be invalid.

PLEASE NOTE: If you appoint the Chair as your proxy (or if he is appointed by default) but do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), the Chair may vote as he sees fit on that item.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) Return both forms together.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 2:00 pm (WST) on 18 May 2019, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

• BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

• BY FAX +61 8 9262 3723

• BY EMAIL admin@advancedshare.com.au

• IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

• ALL ENQUIRIES TO Telephone: +61 8 9389 8033