SPACETALK LTD — AGM Information 2012

Oct 25, 2012

MGM Wireless Limited

ABN 93 091 351 530

Notice of 2012 Annual General Meeting

and

Explanatory Statement

The Annual Report is available on the MGM Wireless Limited website at: www.mgmwireless.com

MGM WIRELESS LTD ABN 93 091 351 530 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2012 Annual General Meeting of the shareholders of MGM Wireless Limited (Company) will be held at RACV Centre - City Club, 501 Bourke Street, Melbourne on 30 November 2012 at 11.00 am (EDST).

AGENDA

ORDINARY BUSINESS

FINANCIAL REPORT $1₁$

To receive and consider the financial report and the reports of the Directors and Auditor for the year ended 30 June 2012.

The Annual Financial Report is available at the website of the Company (www.mgmwireless.com), under 'Investor Centre', 'Annual Reports'.

ADOPTION OF REMUNERATION REPORT $\overline{2}$ .

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That the Remuneration Report for the financial year ended 30 June 2012 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

RE-ELECTION OF DIRECTOR (MR M HURD) $3.$

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr M Hurd, being a director of the Company who retires by rotation in accordance with clause 13.2 of the Company's constitution, and being eligible, is reelected as a Director of the Company."

ISSUE OF OPTIONS TO MR MARK FORTUNATOW $4.$

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 200,000 options on the terms summarised in the accompanying Explanatory Statement, to Mr Mark Fortunatow, a related party of the Company, is approved."

ISSUE OF OPTIONS TO MR MARK HURD 5.

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 50,000 options on the terms summarised in the accompanying Explanatory Statement, to Mr Mark Hurd, a related party of the Company, is approved."

6. ISSUE OF OPTIONS TO MR SHAUN COLLOPY

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of 50,000 options on the terms summarised in the accompanying Explanatory Statement, to Mr Shaun Collopy, a related party of the Company, is approved."

By order of the Board

Justin Nelson

Company Secretary Date: 26 October 2012

VOTING INFORMATION AND NOTES

Voting exclusions $1.$

Resolution 2-Adoption of Remuneration Report

The Corporations Act 2001(Cth) (Corporations Act) prohibits Directors and other key management personnel of the Company (KMP) and their closely related parties voting in any capacity (including as a shareholder, proxy or personal representative) on resolution 2. The prohibition does not apply if the person has been appointed as a proxy by writing that specifies how the proxy is to vote on resolution 2 provided that the person who appointed the proxy is not themselves a person subject to the prohibition.

Accordingly, the Company will disregard any votes cast on resolution 2 (in any capacity) by or on behalf of Directors and other KMP of the Company and their closely related parties, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction in the proxy form.

Resolutions 4, 5 and 6 - Issue of Options to Directors

The Corporations Act prohibits a person appointed as a proxy, on the basis of that appointment, voting on a resolution connected directly or indirectly with the remuneration of a member of the KMP for the company if the person is either a member of the KMP for the company or, a closely related party of a member of the KMP for the company or, the appointment does not specify the way the proxy is to vote on the resolution.

In addition, the Chairman of the meeting can vote undirected proxies on resolutions 2, 4, 5 and 6 where the shareholder provides the Chairman with express authorisation to do so, even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

Therefore, when completing the proxy form, if you appoint the Chairman of the meeting as your proxy, or if the Chairman of the meeting is appointed as your proxy by default, then unless you mark one of the voting instruction boxes for resolutions 2, 4. 5 and 6 you will be taken to have given your express authority to the Chairman to cast any undirected proxy votes on resolutions 2, 4, 5 and 6.

Voting exclusion required under the ASX Listing Rules

Voting exclusions required under the ASX Listing Rules (where applicable) are included in the explanatory statement.

$2₁$ Voting entitlement on a poll

On a poll, each shareholder present (in person, by proxy, attorney or representative) has one vote for each fully paid share they hold.

$3.$ Proxies

A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on the shareholder's behalf. If the shareholder is entitled to cast two or more votes at the meeting, the shareholder may appoint up to two proxies to attend and vote on the shareholder's behalf.

If a shareholder appoints two proxies, each proxy must be appointed to represent a specified proportion or number of the shareholder's votes. Absent this specification, each proxy will need to exercise half the votes.

A proxy need not be a shareholder of the Company.

To appoint a proxy, a proxy form must be signed by the shareholder or the shareholder's attorney duly authorised in writing. If the shareholder is a corporation, the proxy form must be signed in accordance with section 127 of the Corporations Act 2001 (Cth). To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the commencement of the meeting. Proxy form and authorities may be either deposited at the registered office of the Company (Suite 13, The Parks, 154 Fullarton Road, Rose Park SA 5067) or sent by facsimile to that office on Fax: +61 08 8431 2400.

Shareholders who forward their proxy forms by fax must make available the original executed form of the proxy for production at the meeting, if called upon to do so.

Undirected proxies

If shareholders appoint the person chairing the meeting as their proxy and do not specify how the Chairman is to vote on a resolution, except as directed, the Chairman advises that he intends to vote each such proxy, as proxy for those shareholders, in favour of each resolution on a poll. Therefore, the Company recommends that shareholders who submit proxies should consider giving "how to vote" directions to their proxy holder (including the Chairman) on each resolution. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

If shareholders complete a proxy form that authorises the person chairing the meeting to vote on their behalf as proxy holder, and do not mark any of the boxes so as to give the Chairman directions about how their vote should be cast, then the Chairman may vote as they choose. If shareholders wish to appoint the person chairing the meeting as their proxy holder but do not want to put the Chairman in the position to cast their vote as they choose in relation to a resolution, shareholders should complete the appropriate box on the proxy form, directing the Chairman to vote for, against or abstain from voting on that resolution.

If the chairperson is appointed as a proxy, they are not permitted to vote undirected proxies on various matters, including some remuneration matters and related party matters unless express authority to do so is given by the appointing shareholder.

$\overline{4}$ . Custodian voting

For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions.

$5.$ Entitlement to vote at the meeting

For the purpose of the meeting, shares in the Company will be taken to be held by those persons who are registered holders at 7 pm Adelaide time on 28 November 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

6. Quorum

The Constitution of the Company provides that two shareholders present in person, by proxy, attorney or body corporate representative shall be a quorum for the general meeting of the Company.

$7₁$ Appointing a corporate representative

Corporate representatives are requested to bring appropriate evidence of appointments as a representative. Proof of identity will be required for corporate representatives.

8. Appointment of an attorney

Attorneys are requested to bring a power of attorney pursuant to which they are appointed. Proof of identity will also be required for attorneys.

Accompanying the Notice of Annual General Meeting to be held on 30 November 2012.

$\mathbf{1}$ . FINANCIAL REPORT

The Financial Report and the reports of the Directors and Auditor will be laid before the meeting in accordance with section 317 of the Corporations Act 2001 (Cth) (Corporations Act).

Shareholders will be given a reasonable opportunity to ask questions or make comments about the management of the Company and may also ask a representative of the Company's auditor questions relevant to the conduct of the audit and the accounting policies adopted by the Company.

$2.$ REMUNERATION REPORT

The Company has included in the 2012 Annual Report a detailed Remuneration Report which provides prescribed information relating to remuneration.

As required by the Corporations Act, the Remuneration Report is submitted for adoption by a non-binding vote.

The Remuneration Report is set out on pages 10 to 14 of the 2012 Annual Report and is available from the Company's website www.mgmwireless.com.

A reasonable opportunity for discussion of the Remuneration Report will be provided at the meeting.

The Directors recommend shareholders vote in favour of the non-binding ordinary resolution.

$3.$ RE-ELECTION OF DIRECTOR (MR M HURD)

Mr Hurd retires under the rotation of directors provisions of clause 13 of the Company's constitution and, being eligible, has offered himself for re-election as a director.

Biographical details of Mr Hurd are as follows:

Mr Mark Hurd, B.Sc. (Ma.) (Hons.)

Mr Hurd is co-founder of MGM Wireless holdings Pty Ltd. He has over 18 years' experience in software engineering, and holds an honours degree in Mathematical and Computer Sciences from the University of Adelaide. He has received numerous awards for outstanding academic and software engineering achievements. He is the chief architect of MGM's technology. A regular active contributor to StackOverflow and Microsoft technical forums, Mr Hurd is sought after internationally by leading software engineers and corporations for his advice and software architecture expertise.

The Directors (with Mr Hurd abstaining) recommend shareholders vote in favour of the resolution.

RESOLUTIONS 4, 5 & 6 - ISSUE OF OPTIONS TO DIRECTORS $4.$

ASX Listing Rule 10.11 provides that a company must not issue or agree to issue equity securities to a director without the approval of holders of ordinary securities.

Resolutions 4, 5 & 6 propose approval in accordance with Listing Rule 10.11 for the issue of options to the three directors of the Company, Mark Fortunatow, Mark Hurd and Shaun Collopy.

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

Listing Rule 7.1A permits eligible companies that have obtained shareholder approval by special resolution at an annual general meeting to issue an additional 10% of the company's issued ordinary securities. The ability to issue securities under Listing Rule 7.1A is in addition to the company's ability to issue securities under Listing Rule $7.1.$

If approval is given under ASX Listing Rule 10.11, approval is not required under Listing Rules 7.1 and 7.1A.

Information required under Listing Rule 10.13.

Details of the number of options to be issued to each of the directors is set out $\mathbf{1}$ . in the following table:

NAME OF DIRECTOR	NUMBER OF OPTIONS	EXERCISE PRICE	EXPIRY DATE
Mr Fortunatow	200,000	\$0.70	30 April 2016
Mr Hurd	50,000	\$0.70	30 April 2016
Mr Collopy	50,000	\$0.70	30 April 2016

• The options will be issued and allotted within one month of the meeting to $2.$ which the Explanatory Statement relates.
• The options will be issued for no consideration and otherwise on the terms set 3. out in Annexure A to this Explanatory Statement.
• There will be no funds raised from the issue. $\overline{4}$ .

VOTING EXCLUSION STATEMENT

• $1.$ The Company will disregard any votes cast on Resolutions 4, 5 and 6 by a person who is to receive securities in relation to the Company and an associate of that person (or those persons).
• $2.$ 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 $\bullet$ accordance with the directions on the proxy form, or;
• by the person chairing the meeting as a proxy for a person who is $\bullet$ entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

The Directors, make no recommendation regarding their own issue of options, however the Directors otherwise recommend that shareholders vote in favour of resolutions 4, 5 and 6.

$\ddot{\phantom{a}}$

ANNEXURE A

• $1₁$ Each Option entitles the holder to subscribe for one fully paid ordinary Share.
• Each Option is exercisable at any time from the date it is granted until 30 April 2016 $2.$ ("Expiry Date") (inclusive of both dates).
• 1. Some or all of the Options may be exercised at any one time before the Expiry Date. provided that at least 500 options are exercised at any one time.
• 1. The Exercise Price of each Option is \$0.70.
• Shares issued pursuant to the exercise of any Option will rank in all respects on 5. equal terms with the existing fully paid ordinary shares in the Company.
• 1. The number of Shares each Option entitles the holder to will only be adjusted according to paragraph 8 of these terms.
• An Option will not entitle the holder to participate in any new issue of Shares, unless $7₁$ the Option has been exercised prior to the relevant record date.
• 1. If there is a pro rata issue, bonus issue, reconstruction or reorganisation (including consolidation, sub-division, reduction or return) of our capital, the rights of the Option holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of the restructure or reorganisation. Any changes to the terms of the Options will not result in any benefit being conferred on Option holders which is not conferred on our shareholders.
• 1. The Company will apply to ASX for permission for quotation to be granted in respect of Shares issued upon exercise of any of the Options, in the manner required by the Listing Rules.
• The Options will be fully transferable in accordance with the Company's constitution $10.$ and, for such time as the Company is listed on ASX, with the Listing Rules.
• Shares issued pursuant to the exercise of an Option will be issued on a date which $11.$ will not be more than 10 days after the receipt of a properly executed notice of exercise of Option and the Exercise Price in respect of the exercise of the Option.

MGM WIRELESS LIMITED

ABN 93 091 351 530

PROXY FORM

The Secretary MGM Wireless Limited Suite 13. The Parks 154 Fullarton Road Bose Park SA 5067

$1.$ PROXY APPOINTMENT

I/We (full name)

of

being a member(s) of MGM Wireless Limited, hereby appoint as my/our proxy

$\Box$ the Chairman of the meeting (mark the box to appoint the Chairman); or

of

or, if no person is named/appointed, the Chairman of the Meeting to attend and vote for me/us at the annual general meeting of the Company to be held at RACV Centre. 501 Bourke Street, Melbourne, Victoria on Friday, 30 November 2012 at 11.00 am (Melbourne time) and at any adjournment thereof in respect of _________% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

$2^{1}$ VOTING DIRECTIONS TO YOUR PROXY

RESOLUTIONS
		FOR	AGAINST	ABSTAIN
2	Adoption of Remuneration Report
3	Re-election of Director - M Hurd
4	Issue of Options – M Fortunatow
5	Issue of Options - M Hurd
6	Issue of Options – S Collopy

INSTRUCTIONS AS TO VOTING - RESOLUTION 4

If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect to the resolution, please place a mark in the box. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the Chairman of the meeting other than as proxy holder will be disregarded because of that interest. If you do not mark the box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

$\Box$

$3.$ VOTING INFORMATION

IMPORTANT INFORMATION FOR RESOLUTIONS CONNECTED WITH THE REMUNERATION OF A MEMBER OF THE KEY MANAGEMENT PERSONNEL FOR THE COMPANY

Where I/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on resolutions 2, 4, 5 and 6 (except where I/we have indicated a different voting intention in section 2 of the proxy form) even though resolutions 2, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of the key management personnel for MGM Wireless Limited, which may include the Chairman. If the Chairman of the meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on resolutions 2, 4, 5 and 6 by marking the appropriate box in section 2 of the proxy form.

$4.$ SIGNATURE REQUIRED

THIS SECTION OF THE PROXY FORM MUST BE COMPLETED

If the member is an individual or joint holder:

Usual Signature

Dated this day of

If the member is a Company:

Signed in accordance with the Constitution of the company and the Corporations Act 2001 (Cth)

Director

Director/Secretary

Sole Director and Sole Secretary

Usual Signature

2012

Dated this

day of

2012

MGM WIRELESS LIMITED ABN 93 091 351 530

NOTES

• $1¹$ A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on the shareholder's behalf. If the shareholder is entitled to cast two or more votes at the meeting, the shareholder may appoint up to two proxies to attend and vote on the shareholder's behalf.
• If a shareholder appoints two proxies, each proxy must be appointed to represent a $2.$ specified proportion or number of the shareholder's votes. Absent this specification, each proxy will need to exercise half the votes.
• A proxy need not be a shareholder of the Company. 3.

To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the commencement of the meeting. Proxy form and authorities may be either deposited at the registered office of the Company (Suite 13, The Parks, 154 Fullarton Road, Rose Park SA 5067) or sent by facsimile to that office on Fax: 08 8431 2400.

• $4.$ If the shareholder is a corporation, the proxy form must be signed in accordance with section 127 of the Corporations Act 2001 (Cth).
• The Chairman intends to vote all available proxies in favour of each of the 5. resolutions.