SPRINTEX LIMITED — AGM Information 2009

Oct 29, 2009

AUTOMOTIVE TECHNOLOGY GROUP LIMITED ACN 106 337 599

NOTICE OF ANNUAL GENERAL MEETING

TIME: 9:30am (WST) DATE: 30 November 2009 PLACE: Barringtons House Level 1 283 Rokeby Road SUBIACO WA 6008

The Automotive Technology Group Limited 2009 Annual Report is available online at www.ATGgroup.com.au.

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 (08) 6468 0388.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Proxy Form	13

TIME AND PLACE OF MEE TING AND HO W TO VO TE

VENUE

The Annual General Meeting of the Shareholders of Automotive Technology Group Limited to which this Notice of Meeting relates will be held at 9:30am (WST) on 30 November 2009 at:

Barringtons House, Level 1, 283 Rokeby Road, Subiaco WA 6008

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

• (a) by post to Automotive Technology Group Limited, 73 Resource Way, Malaga, Western Australia; or

• (b) by facsimile to the Company on facsimile number (08) 9228 0704,

so that it is received not later than 9:30am (WST) on 28 November 2009.

Proxy forms received later than this time will be invalid.

NOT ICE OF ANNUAL GENERA L MEET ING

Notice is given that the Annual General Meeting of Shareholders of Automotive Technology Group Limited will be held at 9:30am (WST) on 30 November 2009 at Barringtons House, Level 1, 283 Rokeby Road, Subiaco WA 6008.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at the close of business on 28 November 2009.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Reports and Accounts

To receive and consider the audited financial statements of the Company for the year ended 30 June 2009 together with the declaration of the directors, the directors’ report, the remuneration report and auditor’s report.

1. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s annual financial report for the year ended 30 June 2009.”

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

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR STEVEN APEDAILE

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

“That, for all purposes, Mr Steven Apedaile, a director of the Company who retires in accordance with clause 15.4 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR MICHAEL WILSON

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

“That, for all purposes, Mr Michael Wilson, a director of the Company who retires in accordance with clause 15.3 of the Constitution and, being eligible, is re-elected as a Director of the Company.”

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4. RESOLUTION 4 – ISSUE OF SHARES TO RICHARD SIEMENS – FEBRUARY 2009 PLACEMENT

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 1,500,000 Shares to Richard Siemens and/or his nominee/s and otherwise on the terms of the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Richard Siemens, his nominee(s) or 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – ISSUE OF SHARES TO STEVEN APEDAILE – FEBRUARY 2009 PLACEMENT

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 650,000 Shares to Steven Apedaile and/or his nominee/s and otherwise on the terms of this Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Steven Apedaile, his nominee(s) or 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. RESOLUTION 6 – FUTURE ISSUE OF SHARES

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 7.1 and all other purposes, approval is given for the Company to allot and issue up to 50,000,000 fully paid ordinary shares in the capital of the Company at an issue price which is at least 80% of the average market price for the Company’s shares on the ASX over the 5 trading days (on which sales were recorded) preceding the date on which the issue is made (or if issued pursuant to a disclosure document, over the last 5 trading days on which sales were recorded before the date of the disclosure document) and otherwise on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by a 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 security holder, if the resolution is passed and any person associated with these persons. However, the Company need 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 the proxy decides.

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7. RESOLUTION 7 – ISSUE OF SECURITIES TO ALPHA SECURITIES PTY LTD (OR NOMINEE/S)

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 7.1 and all other purposes, approval is given for the Company to allot and issue up to 20,000,000 Options and 1,100,000 fully paid ordinary shares to Alpha Securities Pty Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by a 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 security holder, if the resolution is passed and any person associated with these persons. However, the Company need 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 the proxy decides.

DATED: 20 October 2009

BY ORDER OF THE BOARD

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AUTOMOTIVE TECHNOLOGY GROUP LIMITED JAY STEPHENSON COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, 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 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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EX P LANAT ORY ST AT EMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Barringtons House, Level 1, 283 Rokeby Road, Subiaco WA 6008 at 9:30am (WST) on 30 November 2009.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND DIRECTORS’ REPORTS

In accordance with the Company’s Constitution, the business of the meeting will include receipt and consideration of the Company’s Financial Report and reports of directors and auditors for the year ended 30 June 2009.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Directors’ Report in the Company’s 2009 Annual Report. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

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

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.

However, Shareholders should note that the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. RESOLUTION 2 AND 3 – RE-ELECTION OF DIRECTORS

Clause 15.3 of the Constitution requires any Director appointed by Directors must retire at the next general meeting and is then eligible for re-election at that meeting.

Mr Michael Wilson will retire in accordance with clause 15.3 and seeks re-election.

Clause 15.4 of the Constitution requires that one-third of the Directors (other than the Managing Director) must retire at every annual general meeting of the Company.

Mr Steven Apedaile will retire in accordance with clause 15.4 of the Constitution and seek re-election.

Further details of each of the Directors are set out in the Company’s Financial Report for the year ended 30 June 2009.

4. RESOLUTIONS 4 AND 5 – ISSUE OF SHARES TO DIRECTORS

• 4.1 General

On 11 February 2009, the Company announced that it would place 8,500,000 shares at an offer price of 12 cents per share to Related Parties and other sophisticated parties (February Placement).

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue 2,150,000 Shares to Messrs Richard Siemens and Steven Apedaile (Related Parties) under the February Placement and on the terms and conditions set out below.

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For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The grant of the Shares to the Related Parties requires the Company to obtain Shareholder approval because the grant of Shares constitutes giving a financial benefit and as Directors, Messrs Richard Siemens and Steven Apedaile are related parties of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Shares to the Related Parties.

4.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Shares:

• (a) the related parties are Messrs Richard Siemens and Steven Apedaile and they are related parties by virtue of being Directors;

• (b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 1,500,000 Shares to Richard Siemens; and

• (ii) 650,000 Shares to Steven Apedaile;

• (c) the Shares will be granted to the Related Parties no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;

• (d) the Shares will be issued for $0.12 each under the terms of the February Placement and the Company intends to use the funds for working capital purposes;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (f) the Related Parties loaned the Company $258,000 in February 2009. If this Resolution is approved, the Related Parties will be issued 2,150,000 Shares at $0.12 per Share. If this Resolution is not passed, the Company will repay the loans to the Related Parties plus interest at 8.25% per annum.

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(g) the relevant interests of the Related Parties in securities of the Company are set out below;

Related Party	Shares	Options
Richard Siemens	34,215,2551	1,500,0002
Steven Apedaile	18,996,9303	1,500,0004

1 Number refers to ordinary Shares. Richard Siemens also has a relevant interest in 3,335,458 Performance A Shares and 3,335,458 Performance B Shares.

2 Options exercisable at $0.30 each on or before 31 December 2010

3 Number refers to ordinary Shares. Steven Apedaile also has a relevant interest in 3,210,458 Performance A Shares and 3,210,458 Performance B Shares.

4 Options exercisable at $0.30 each on or before 31 December 2010

(h) the remuneration and emoluments from the Company to the Related Parties for both the current financial year and previous financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Richard Siemens	$122,252	$242,550
Steven Apedaile	$263,434	$332,550

(i) if the Shares granted to the Related Parties are approved, a total of 2,150,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 184,034,723 to 186,184,723 (assuming that no other Shares are issued and no Options are exercised) with the effect that the shareholding of existing Shareholders would be diluted as follows:

Related Party	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Total relevant interest in Shares after Shares issued upon Shareholder approval	Dilutionary effect upon issue of Shares
Richard Siemens	184,034,723	1,500,000	185,534,723	0.8%
Steven Apedaile	184,034,723	650,000	184,684,723	0.3%
TOTAL	184,034,723	2,150,000	186,184,723	0.11%

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the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	23 cents	27 August 2008 to 5 September 2008
Lowest	3 cents	6 August 2009
Last	6.4 cents	6.4 cents

• (j) Richard Siemens declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 4, recommend that Shareholders vote in favour of Resolution 4. The Board (other than Richard Siemens) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution; and

• (k) Stephen Apedaile declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Steven Apedaile) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTION 6 – FUTURE ISSUE OF SHARES

5.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of up to a further 50,000,000 Shares at an issue price which is at least 80% of the average market price for the Company’s shares on the ASX over the 5 trading days (on which sales of Shares were recorded) preceding the date on which the issue is made (or where issued pursuant to a disclosure document, over the last 5 trading days on which sales of Shares are recorded before the date of the disclosure document) (Future Share Issue).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

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The effect of Resolution 5 will be to allow the Directors to issue the Shares pursuant to the Future Share Issue during the period of 3 months after the General Meeting (or a longer period, if allowed by the ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Future Share Issue:

• a) the maximum number of Shares to be allotted and issued is 50,000,000;

• b) the Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment of all Shares will occur on the same date;

• c) the issue price of the Shares proposed to be allotted and issued will be a price which is at least 80% of the weighted average market price of the Company’s Shares on ASX over the last 5 trading days (in which sales of Shares are recorded) preceding the day on which the issue is made (or where issued pursuant to a disclosure document, over the last 5 trading days on which sales of Shares are recorded before the date of the disclosure document);

• d) the allottees will be subscribers to either a disclosure document to be issued by the Company or pursuant to an excluded offer under Section 708 of the Corporations Act. The offer will be made to parties not yet known to the Company, being sophisticated / professional investors, none of whom will be related parties of the Company. These parties will be identified by the Company as being parties with whom the Company seeks to develop a strategic relationship;

• e) the Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• f) the Company intends to use the funds raised by the issue of the Shares for the purpose of providing capital for the continued development and ongoing exploration of the Company’s Tasmanian projects, to fund the evaluation of further exploration projects and other working capital purposes.

5.3 Other

The Directors recommend that shareholders vote in favour of Resolution 6.

6. RESOLUTION 7 – ISSUE OF SECURITIES TO ALPHA SECURITIES PTY LTD (OR NOMINEE/S) 6.1 BACKGROUND

On 20 October 2009, The Company announced that it had entered into an agreement to place a total of 45,000,000 shares at $0.05 per share to clients of Alpha Securities Pty Ltd (Alpha Securities) under the Shortfall of the recent rights issue.

Alpha Securities’ fee for the transaction includes:

• (a) Placement fee of 5% of the funds raised by Alpha Securities;

• (b) 5,000,000 Options exercisable at a price of $0.10 per Share on or before 30 June 2011 upon signing the agreement subject to Shareholder approval; and

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• (c) 15,000,000 Options exercisable at a price of $0.10 per Share on or before 30 June 2011 upon completion of the shortfall on a date no later than 3 months from the date of the annual general meeting.

Alpha Securities will also provide research and management services in relation to the rights issue Shortfall placement to the Company for a total fee of $55,000 cash or Shares at $0.05 per Share in the Company.

Resolution 7 seeks Shareholder approval issue of 20,000,000 Options (Options) and 1,100,000 Shares (Shares) to Alpha Securities Pty Ltd (or its nominee/s).

None of the subscribers pursuant to this issue will be related parties of the Company.

A summary of ASX Listing Rule 7.1 is set out in Section 5 above.

The effect of Resolution 7 will be to allow the Directors to issue the Options during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Options:

• (a) the maximum number of Options to be issued is 20,000,000 Options;

• (b) the maximum number of Shares to be issued is 1,100,000 Shares;

• (c) the Options will be issued for nil consideration;

• (d) the Shares will be issued at a deemed price of $0.05 per Share;

• (e) the Options and Shares will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (f) the Options will be issued on the Terms and Conditions outlined in Annexure A of this Notice of Meeting. The Company will not seek quotation of the Options on ASX;

• (g) it is intended that issue of the first 5,000,000 Options will occur on 2 December 2009 and the final 15,000,000 Options will occur on the completion of the shortfall issue on a date no later than 3 months from the date of this annual general meeting.

• (h) the Options will be issued to Alpha Securities Pty Ltd or its nominee/s. None of the subscribers will be related parties of the Company; and

The Directors recommend that Shareholders vote in favour of Resolution 7.

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ANNEXURE A – TERMS AND CONDITION S OF OP TIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.

• (b) The Options will expire at 5:00 pm (WST) on 30 June 2011 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of Options will be at an exercise price of $0.10 per ATG Share. (Exercise Price)

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Director Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are not transferable.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Director Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

• (n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which a is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

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APPOINTMENT OF PROXY AUTOMOTIVE TECHNOLOGY GROUP LIMITED ACN 106 337 599

ANNUAL GENERAL MEETING

PROXY FORM

I/We

being a Shareholder of Automotive Technology Group Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy OR Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at 9:30am (WST), on 30 November 2009 at Barringtons House, Level 1, 283 Rokeby Road, Subiaco WA 6008 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all the resolutions.

Voting on Business of the Annual General Meeting

			FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution	1	– Adoption of the Remuneration Report
Resolution	2	– Re-election of Mr Steven Apedaile
Resolution	3	– Re-election of Mr Michael Wilson
Resolution	4	– Issue of Shares to Richard Siemens – February 2009 Placement
Resolution	5	– Issue of Shares to Steven Apedaile – February 2009 Placement
Resolution	6	– Future Issue of Shares
Resolution	7	–Issue of Securities to Alpha Securities or Nominee/s

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on these Resolutions, please place a mark in this 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 votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on these Resolutions and your votes will not be counted in computing the required majority if a poll is called on these Resolutions. The Chairman intends to vote in favour of these Resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 TO 5 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 TO 5 WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2009

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature 13 Sole Director and Sole Company Secretary

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AUTOMOTIVE TECHNOLOGY GROUP LIMITED ACN 106 337 599

Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. 2 directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

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