SPACETALK LTD — AGM Information 2017

Oct 26, 2017

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MGM Wireless Limited

ABN 93 091 351 530

Notice of 2017 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 2017 Annual General Meeting of the shareholders of MGM Wireless Limited ( Company ) will be held at the Radisson Blu Plaza, 27 O’Connell Street Sydney, NSW on Thursday, 30 November 2017 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 2017.

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 2017 be adopted.”

Voting Exclusion

In accordance with the Corporations Act 2001, a vote must not be cast on this resolution in any capacity (and will be taken not to have been cast if cast contrary to this restriction) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report, and any closely related party of such a member. However, such a member or any closely related party of such a member may cast a vote as a proxy if the vote is not cast on behalf of a person described above and either:

• the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;

• the person is the Chair of the Meeting at which the resolution is voted on and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorizes

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the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

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

2. RE-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 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 Ms Leila Henderson’s qualifications and experience is set out in the Explanatory Statement accompanying this Notice.

3. ELECTION OF DIRECTOR (MR GLEN BUTLER)

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

“That Mr Glen Butler, 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 Mr Butler’s qualifications and experience is set out in the Explanatory Statement accompanying this Notice.

SPECIAL BUSINESS

4. 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 250,000 options on the terms summarised in the accompanying Explanatory Statement, to Mr Mark Fortunatow, a related party of the Company, or his nominee, is approved.”

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Mr Mark Fortunatow and any of his 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

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• it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, in accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the key management personnel, and closely related party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, this restriction does not apply in respect of a person who is the chair of the Meeting at which the resolution is voted on and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

1. 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 50,000 options on the terms summarised in the accompanying Explanatory Statement, to Ms Leila Henderson, a related party of the Company, or her nominee, is approved.”

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Ms Leila Henderson and any of her 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 person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, in accordance with the Corporations Act , a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the key management personnel, and closely related party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, this restriction does not apply in respect of a person who is the chair of the Meeting at which the resolution is voted on and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

1. ISSUE OF OPTIONS TO MR GLEN BUTLER

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

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“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 Glen Butler, a related party of the Company, or his nominee, is approved.”

Voting Exclusion

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on this resolution by Mr Glen Butler and any of his 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 person chairing the Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, in accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the key management personnel, and closely related party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, this restriction does not apply in respect of a person who is the chair of the Meeting at which the resolution is voted on and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel.

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: 24 October 2017

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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 MGM Wireless Ltd, c/- Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001 or;

• by facsimile to MGM Wireless Ltd, c/- Computershare Investor Services Pty Ltd (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555.

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.

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Chairman acting as proxy

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 and 4 to 6, 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 and 4 to 6, even though the resolutions are 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 (AEDT) on Tuesday, 28 November 2017. 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 24 October 2017 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 2017 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 2017 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 (MS LEILA HENDERSON)

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.

Ms Leila Henderson retires under clause 13.2 of the Company’s constitution and, being eligible, has offered herself for re-election as a Director.

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

Leila Henderson

Ms Henderson is a Fellow of the New Venture Institute at Flinders University, former State President of the Public Relations Institute of Australia and an investor and mentor in SouthStart Accelerate.

She is the founder and CEO of media technology business NewsMaker; co-founder and CEO of Freddi; and a former journalist with News Limited, Fairfax magazines and Australian Consolidated Press. She is a Public Relations and marketing 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.

4. RESOLUTION 3 – ELECTION OF DIRECTOR (MR GLEN BUTLER)

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. Mr Butler was appointed as a Director by the Board on 31 August 2017.

Mr Butler retires under clause 13.5 of the Company’s constitution and, being eligible, has offered himself for election as a Director.

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

Glen Butler

Mr Butler is an experienced senior executive with a strong focus on sales, finance and manufacturing. His previous roles include President of Pratt Industries. Inc. (Visy) in the United States, General Manager of the Visy Board in Australia and Managing Director of Mariani Europe, a subsidiary of the largest private dried fruit company in the US.

Mr Butler has been a Director since 31 August 2017. He has held no other directorships.

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

5. RESOLUTIONS 4, 5 & 6 - 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 4, 5 & 6 propose approval in accordance with Listing Rule 10.11 for the issue of options to the Chairman and Managing Director, Mark Fortunatow, Ms Leila Henderson and Mr Glen Butler or their respective nominees.

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.

• 5.1 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 Mark Fortunatow	250,000	$0.60	30 April 2020
Ms Leila Henderson	50,000	$0.60	30 April 2020
Mr Glen Butler	50,000	$0.60	30 April 2020

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

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

• 5.4 There will be no funds raised from the issue.

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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.

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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 2020 (“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 $0.60.

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.

Lodge your vote:

MGM Wireless Limited

ABN 93 091 351 530

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

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

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

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

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Proxy Form

 For your vote to be effective it must be received by 11:00am (AEDT) Tuesday 28 November 2017 How to Vote on Items of Business Signing Instructions All your securities will be voted in accordance with your directions. Individual: Where the holding is in one name, the securityholder must sign. Appointment of Proxy Joint Holding: Where the holding is in more than one name, all of Voting 100% of your holding: Direct your proxy how to vote by the securityholders should sign. marking one of the boxes opposite each item of business. If you do Power of Attorney: If you have not already lodged the Power of not mark a box your proxy may vote or abstain as they choose (to Attorney with the registry, please attach a certified photocopy of the the extent permitted by law). If you mark more than one box on an Power of Attorney to this form when you return it. item your vote will be invalid on that item. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If Voting a portion of your holding: Indicate a portion of your the company (pursuant to section 204A of the Corporations Act voting rights by inserting the percentage or number of securities 2001) does not have a Company Secretary, a Sole Director can also you wish to vote in the For, Against or Abstain box or boxes. The sign alone. Otherwise this form must be signed by a Director jointly sum of the votes cast must not exceed your voting entitlement or with either another Director or a Company Secretary. Please sign in 100%. the appropriate place to indicate the office held. Delete titles as applicable. Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two Attending the Meeting proxies you must specify the percentage of votes or number of Bring this form to assist registration. If a representative of a corporate securities for each proxy, otherwise each proxy may exercise half of securityholder or proxy is to attend the meeting you will need to the votes. When appointing a second proxy write both names and provide the appropriate “Certificate of Appointment of Corporate the percentage of votes or number of securities for each in Step 1 Representative” prior to admission. A form of the certificate may be overleaf. obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



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

www.investorcentre.com

Review your securityholding

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Your secure access information is:

SRN/HIN:

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

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

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

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I/We being a member/s of MGM Wireless Limited hereby appoint

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the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and 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 Annual General Meeting of MGM Wireless Limited to be held at the Radisson Blu Plaza, 27 O'Connell Street Sydney, NSW on Thursday 30 November 2017 at 11:00am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : 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 Items 1, 4, 5 and 6 (except where I/we have indicated a different voting intention below) even though Items 1, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

• proxy on Items 1, 4, 5 and 6 (except where I/we have indicated a different voting intention below) even though Items 1, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: 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 Items 1, 4, 5 and 6 by marking the appropriate box in step 2 below. Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

• ORDINARY BUSINESS 1 Adoption of Remuneration Report 2 Re-election of Ms Leila Henderson as a Director 3 Election of Mr Glen Butler as a Director 4 Issue of 250,000 options to Mr Mark Fortunatow 5 Issue of 50,000 options to Ms Leila Henderson 6 Issue of 50,000 options to Mr Glen Butler

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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

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