SPACETALK LTD — AGM Information 2014

Oct 19, 2014

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MGM Wireless Limited

ABN 93 091 351 530

Notice of 2014 Annual General Meeting

and

Explanatory Statement

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

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MGM WIRELESS LTD

ABN 93 091 351 530 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2014 Annual General Meeting of the shareholders of MGM Wireless Limited ( Company ) will be held at RACV City Club, 501 Bourke Street, Melbourne on 21 November 2014 at 11:00 am (AEDT).

If you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form. The completed proxy form must be received by the Company at least 48 hours before the commencement of the meeting.

AGENDA

ORDINARY BUSINESS

FINANCIAL REPORT

To receive and consider the financial report and the reports of the Directors and Auditor for the year ended 30 June 2014.

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

1. ADOPTION OF REMUNERATION REPORT

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 2014 be adopted.”

Voting Exclusion

In accordance with the Corporations Act 2001 (Cth) ( Corporations Act ), the Company will disregard any votes cast in relation to this resolution:

• by or on behalf of a member of the key management personnel ( KMP ), named in the Company’s Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast; or

• as a proxy by a person who is a member of the KMP or their closely related parties.

However, the Company will not disregard a vote if the vote is cast as proxy for a person entitled to vote in respect of this resolution:

• in accordance with the directions on the proxy form; or

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• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

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

2.

RE-ELECTION OF DIRECTOR (MR MARK HURD)

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

“That Mr Mark 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.”

A summary of Mr Hurd’s qualifications and experience is set out in the Explanatory Statement accompanying this Notice.

3. ELECTION OF DIRECTOR (MS TARA LEWIS-CHRISTIE)

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

“That Ms Tara Lewis-Christie, being a Director of the Company who has been appointed by the Board since the last Annual General Meeting, and being eligible, is elected as a Director of the Company.”

A summary of Ms Lewis-Christie’s qualifications and experience is set out in the Explanatory Statement accompanying this Notice.

4. ELECTION OF DIRECTOR (MS LEILA HENDERSON)

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

“That Ms Leila Henderson, being a Director of the Company who has been appointed by the Board since the last Annual General Meeting, and being eligible, is elected as a Director of the Company.”

A summary of Ms Henderson’s qualifications and experience is set out in the Explanatory Statement accompanying this Notice.

SPECIAL BUSINESS

5. ISSUE OF OPTIONS TO MR MARK FORTUNATOW

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 170,000 options on the terms summarised in the accompanying Explanatory Statement, to Mr Mark Fortunatow, a related party of the Company, is approved.”

Voting Exclusion

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In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any votes cast in relation to this resolution:

• by Mr Mark Fortunatow and any of his associates; or

• as a proxy by a person who is a member of the KMP or their closely related parties.

However, the Company will not disregard a vote if the vote is cast as proxy for a person entitled to vote in respect of this resolution:

• in accordance with the directions on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

• ISSUE OF OPTIONS TO MS TARA LEWIS-CHRISTIE

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 Ms Lewis-Christie, a related party of the Company, is approved.”

Voting Exclusion

In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any votes cast in relation to this resolution:

• by Ms Lewis-Christie and any of her associates; or

• as a proxy by a person who is a member of the KMP or their closely related parties.

However, the Company will not disregard a vote if the vote is cast as proxy for a person entitled to vote in respect of this resolution:

• in accordance with the directions on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

7. ISSUE OF OPTIONS TO MS LEILA HENDERSON

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 10,000 options on the terms summarised in the accompanying Explanatory Statement, to Ms Henderson, a related party of the Company, is approved.”

Voting Exclusion

In accordance with the ASX Listing Rules and the Corporations Act, the Company will disregard any votes cast in relation to this resolution:

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• by Ms Henderson and any of her associates; or

• as a proxy by a person who is a member of the KMP or their closely related parties.

However, the Company will not disregard a vote if the vote is cast as proxy for a person entitled to vote in respect of this resolution:

• in accordance with the directions on the proxy form; or

• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

• APPOINTMENT OF AUDITOR

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

“That Grant Thornton Audit Pty Ltd, being qualified to act as auditor of the Company and having consented to act, is appointed as the auditor of the Company effective from the date of the Annual General Meeting and the Directors are authorised to agree the remuneration.”

OTHER BUSINESS

To transact any further business that may lawfully be brought forward.

Further information regarding the business to be transacted at the Annual General Meeting is set out in the accompanying Explanatory Statement.

By order of the Board

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Justin Nelson Company Secretary Date: 20 October 2014

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VOTING INFORMATION AND NOTES

1. 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.

2. 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, on a poll, each proxy will need to exercise half the votes.

A proxy can be either an individual or a body corporate and need not be a shareholder of the Company. If a shareholder appoints a body corporate as proxy, the body corporate will need to appoint an individual as its corporate representative and provide satisfactory evidence of this appointment.

If a shareholder’s instruction is to abstain from voting for a particular item of business, the shareholders’ votes will not be counted in computing the required majority on a poll.

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. 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 lodged:

• by post to the registered office of the Company (Suite 13, The Parks, 154 Fullarton Road, Rose Park SA 5067) or;

• by facsimile to that office on (within Australia) 08 8431 2400 (outside Australia) +61 8 8431 2400; or

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

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.

Chairman acting as proxy

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Shareholders may appoint the Chairman of the meeting as their proxy.

Where the Chairman is appointed as a proxy by a shareholder entitled to cast a vote on a particular resolution and the proxy form specifies how the Chairman is to vote on the resolution (that is, a directed proxy), the Chairman must vote in accordance with that direction.

In respect of proxies where no voting direction has been given (undirected proxies), the Chairman intends to vote all available proxies in favour of each resolution.

In relation to resolutions 1, 5, 6 and 7, if the shareholder has appointed the Chairman as their proxy and no voting direction has been given, the shareholder will be expressly authorising the Chairman to exercise the undirected proxy in respect of resolutions 1, 5, 6 and 7 even though the resolution is connected with the remuneration of members of the KMP of the Company. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

3. 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 19 November 2014. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

4. 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.

5. Appointment of 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.

6.

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.

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EXPLANATORY STATEMENT

This Explanatory Statement accompanies and forms part of the Notice of Annual General Meeting dated 20 October 2014 and has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company. Amongst other things, this Explanatory Statement provides shareholders with the information required to be provided to shareholders by the Corporations Act and the Listing Rules of the ASX.

The Explanatory Statement sets out an explanation of each of the resolutions to be put to shareholders. Shareholders should read this Explanatory Statement carefully before determining how to vote in respect of the resolutions.

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.

No resolution is required in respect of this agenda item. 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. RESOLUTION 1 - REMUNERATION REPORT

The Company has included in the 2014 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 27 to 35 of the 2014 Annual Report and is available from the Company’s website www.mgmwireless.com. The Remuneration Report sets out the Company’s remuneration arrangements for its Directors, officers and senior management.

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.

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3. RESOLUTION 2 - RE-ELECTION OF DIRECTOR (MR MARK HURD)

Under the Company’s constitution, one third of the Directors (excluding the Managing Director) must retire at the Annual General Meeting. The Director will be eligible for re-election.

Mr Hurd retires under clause 13.2 of the Company’s constitution and, being eligible, has offered himself for re-election as a Director.

A summary of the qualifications and experience of Mr Hurd follows:

Mark Hurd B.Sc. (Hons)

Mr Hurd is co-founder and Chief Technical Officer of the Company. He has over 19 years of experience in software engineering, and holds an honours degree in Mathematical and Computer Sciences. He has received numerous awards for outstanding academic and software engineering achievements. He is the chief architect of the Company's technology. A regular active contributor to Microsoft technical forums, Mr Hurd is sought after internationally by leading software engineers and corporations for his advice and software architecture expertise.

Prior to MGM Wireless, Mr Hurd was Chief Technical Officer at Netline Technologies, and before that held positions with Logica and Coopers & Lybrand (now Pricewaterhousecoopers) and carried out numerous academic research projects. In 1998, Mr Hurd co-founded Netline Technologies to design, engineer, sell and distribute voice-based mobile wireless solutions. The company achievements included winning the “Most Outstanding Wireless Mobile Product’ trophy at Internet World 2000, for E -Fone.

Mr Hurd has been a director since 3 October 2003. He has held no other directorships in listed companies in the last three years.

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

4. RESOLUTION 3 - ELECTION OF DIRECTOR (MS TARA LEWIS-CHRISTIE)

Under the Company’s constitution, a Director appointed by the Board since the last Annual General Meeting of the Company must retire at the Annual General Meeting. The Director will be eligible for election. Ms Lewis-Christie was appointed as a Director by the Board on 26 February 2014.

Ms Lewis-Christie retires under clause 13.5 of the Company’s constitution and, being eligible, has offered herself for election as a Director.

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A summary of the qualifications and experience of Ms Christie follows:

Tara Lewis-Christie

Ms Lewis-Christie is Chief Operating Officer of the Company.

With formal qualifications in Financial Management, she commenced her career with the Company in 2010 as Assistant to the CFO, progressing to Company Accountant. She has also held a variety of other key senior management positions at the Company including Client Management, Inside Sales and Product Development.

Prior to MGM Wireless, Ms Lewis-Christie held management positions in the tourism, hospitality and food sectors. Early in her career, she founded and operated a successful bookkeeping business in Broken Hill for local companies, resulting in her winning the prestigious town award for Business Person of the Year, 2009 – People’s Choice Award.

Ms Lewis-Christie has been a Director since 26 February 2014. She has held no

other directorships.

The Directors (with Ms Lewis-Christie abstaining) recommend shareholders vote in favour of the resolution.

5. RESOLUTION 4 - ELECTION OF DIRECTOR (MS LEILA HENDERSON)

Under the Company’s constitution, a Director appointed by the Board since the last Annual General Meeting of the Company must retire at the Annual General Meeting. The Director will be eligible for election. Ms Henderson was appointed as a Director by the Board on 7 July 2014.

Ms Henderson retires under clause 13.5 of the Company’s constitution and, being eligible, has offered herself for election as a Director.

A summary of the qualifications and experience of Ms Henderson follows:

Leila Henderson

Ms Henderson is State President for the Public Relations Institute of Australia (PRIA), in South Australia. She is also a member of the State committee for the Australian Interactive Multimedia Industry Association (AIMIA) and a partner of the New Venture Institute at Flinders University.

Ms Henderson was formally the founder of media technology business NewsMaker; an IT and business journalist with News Limited, Fairfax magazines and Australian Consolidated Press. She was also a Public Relations practitioner with significant international media and marketing experience in North America and the United Kingdom.

Ms Henderson has been a Director since 7 July 2014. She has held no other directorships.

The Board considers Ms Henderson to qualify as an independent Director.

The Directors (with Ms Henderson abstaining) recommend shareholders vote in favour of the resolution.

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6. RESOLUTIONS 5, 6 and 7 - ISSUE OF OPTIONS TO DIRECTORS

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 5, 6 and 7 propose approval in accordance with Listing Rule 10.11 for the issue of options to the Chairman and Managing Director, Mark Fortunatow and to Directors Tara Lewis-Christie and Leila Henderson.

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.

1. Details of the number of options to be issued to each of the directors is set out in the following table:

NAME OF DIRECTOR	NUMBER OF OPTIONS	EXERCISE PRICE	EXPIRY DATE
Mr Fortunatow	170,000	$1.25	30 April 2018
Ms Lewis-Christie	50,000	$1.25	30 April 2018
Ms Henderson	10,000	$1.25	30 April 2018

1. The options will be issued and allotted within one month of the meeting to which the Explanatory Statement relates.

2. The options will be issued for no consideration and otherwise on the terms set out in Annexure A to this Explanatory Statement.

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1. There will be no funds raised from the issue.

The Directors make no recommendation regarding their own issue of shares and options, however the Directors otherwise recommend that shareholders vote in favour of resolutions 5, 6 and 7.

7. RESOLUTION 8 - APPOINTMENT OF AUDITOR

Under section 324DA of the Corporations Act, if an individual plays a significant role in the audit of a listed company for five successive financial years, the individual is not eligible to play a significant role in the audit of the Company for a later financial year.

Ian G McDonald has been the auditor of the Company for the last five years.

Under section 329 of the Corporations Act, an auditor of a company may resign from office upon the granting of consent by the Australian Securities and Investments Commission.

Ian G McDonald, gave notice to the company of his application for resignation on 13 October 2014.

Under section 328B of the Corporations Act, a company may appoint an auditor at its Annual General Meeting if a member notifies the company of a nomination before the meeting was convened or 21 days before the meeting.

The Company received notice of the nomination of Grant Thornton Audit Pty Ltd on 9 October 2014. In order to comply with section 328B(3) of the Corporations Act, the Company has provided a copy of the notice to the nominated party and Ian G McDonald, and also provides a copy of this notice of nomination in Annexure B to this Explanatory Statement.

Grant Thornton Audit Pty Ltd has given written consent to act as the Company’s auditor in accordance with section 328A of the Corporations Act.

The Directors recommend shareholders vote in favour of the resolution.

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ANNEXURE A

1. Each Option entitles the holder to subscribe for one fully paid ordinary Share.

2. Each Option is exercisable at any time from the date it is granted until 30 April 2018 (“Expiry Date”) (inclusive of both dates).

3. 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.

4. The Exercise Price of each Option is $1.25.

5. Shares issued pursuant to the exercise of any Option will rank in all respects on equal terms with the existing fully paid ordinary shares in the Company.

6. The number of Shares each Option entitles the holder to will only be adjusted according to paragraph 8 of these terms.

7. An Option will not entitle the holder to participate in any new issue of Shares, unless the Option has been exercised prior to the relevant record date.

8. 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.

9. 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.

10. The Options will be fully transferable in accordance with the Company’s constitution and, for such time as the Company is listed on ASX, with the Listing Rules.

11. Shares issued pursuant to the exercise of an Option will be issued on a date which 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.

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ANNEXURE B

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