SPRINTEX LIMITED — AGM Information 2017

Oct 22, 2017

SPRINTEX LIMITED ACN 106 337 599

NOTICE OF ANNUAL GENERAL MEETING

183 Mulgul Road, Malaga WA on 30 November 2017 at 10.00 am WST

THIS DOCUMENT IS IMPORTANT

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

• If you do not understand this document or are in any doubt as to how to deal with this document, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

• Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on +61 8 9262 7222

	CORPORATE DIRECTORY
Directors	Richard Siemens
	David White
	Michael Wilson
	Richard O’Brien
	Raymond Lau
Secretary	Robert Molkenthin
Registered Office	183 Mulgul Road
	Malaga WA 6090
	Telephone: +61 8 9262 7222
	Facsimile: +61 8 9262 7288
Auditor	PKF Mack
	Level 5, 35 Havelock Street
	West Perth WA 6005
	Telephone: +61 8 9322 2798
Solicitors	Allion Partners
	Level 9, 863 Hay Street
	Perth WA 6000
	Telephone: +61 8 9216 7100
Share Registry	Advanced Share Registry Services
	110 Stirling Highway
	Nedlands WA 6009
	Telephone: +61 8 9389 8033
ASX Code	SIX

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Sprintex Limited ( Company ) will be held at 10.00 am (WST) on Thursday, 30 November 2017 at 183 Mulgul Road, Malaga, Western Australia.

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS – 1 JULY 2016 TO 30 JUNE 2017

To receive and consider the financial statements and reports of the Directors and the Auditor for the year ended 30 June 2017.

Note: There is no requirement for Shareholders to approve these reports.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON-BINDING)

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, the Remuneration Report as set out in the 2017 Annual Report dealing with the remuneration of the Company’s Directors and senior executives be adopted.”

Note : This Resolution 1 shall be determined as if it were an ordinary (majority) resolution, but under s 250R(3) of the Corporations Act, the vote does not bind the Directors of the Company.

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by any member of the Key Management Personnel of the Company whose remuneration is included in the Remuneration Report, or a closely related party of such member. However, the Company will not disregard any votes cast on Resolution 1 by such person if:

• (a) the person is acting as proxy and the Proxy Form specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or

• (b) the person is the Chairman of the Meeting voting an undirected proxy and their appointment expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected with the remuneration of the Key Management Personnel of the Company.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR RICHARD O’BRIEN

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

“That, Mr Richard O’Brien, being a Director of the Company, who retires by rotation in accordance with Listing Rule 14.4 and clause 15.4 of the Company’s Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

4. RESOLUTION 3: APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution :

“ That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 3 by any person who may participate in the issue of Equity Securities under the Additional 10% Placement Facility and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if Resolution 3 is passed, and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 3 by such person if:

• (a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) the person is the Chairman of the Meeting acting 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.

Important note : The proposed allottees of any Equity Securities under the Additional 10% Placement Facility are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Annual General Meeting and Explanatory Statement.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Proxy Forms must be received by the Company at least 48 hours before the time for holding the Annual General Meeting, i.e.no later than 10.00 am (WST) on Tuesday, 28 November 2017.

Proxy Forms received after this time will be invalid.

“SNAP-SHOT” TIME

The Company may specify a time, not more than 48 hours before the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Company’s directors have determined that all Shares of the Company that are quoted on ASX at 10.00 am (WST) on Tuesday, 28 November 2017 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

BY ORDER OF THE BOARD OF DIRECTORS

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Robert Molkenthin Company Secretary Sprintex Limited

20 October 2017

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s 2017 Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the preceding Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

FINANCIAL STATEMENTS AND REPORTS

The Annual Financial Report, Directors’ Report and Auditor’s Report ( Annual Financial Statements ) for the Company for the year ending 30 June 2017 will be laid before the Meeting. The Annual Financial Statements are included in the Company’s 2017 Annual Report, a copy of which can be accessed online at www.sprintex.com.au. Alternatively, a hard copy will be made available on request.

There is no requirement for Shareholders to approve the Annual Financial Statements. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company. The Company’s auditor, PKF Mack, will be present at the Annual General Meeting and Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

• the preparation and content of the Auditor’s Report;

• the conduct of the audit;

• accounting policies adopted by the Company in relation to the preparation of the Annual Financial Statements; and

• the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5.00 pm (WST) on Thursday, 23 November 2017 to:

Robert Molkenthin Company Secretary Sprintex Limited 183 Mulgul Road Malaga WA 6090

• or -

Fax: +61 8 9262 7288

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

1.1 Background

The Company’s Remuneration Report for the year ended 30 June 2017 is set out in the 2017 Annual Report and is also available on the Sprintex website at www.sprintex.com.au.

The Remuneration Report includes an explanation of the Company’s remuneration policies and the remuneration arrangements in place for Directors and certain senior executives whose remuneration arrangements are required by law to be disclosed.

As required by section 250R(2) of the Corporations Act, a non-binding resolution to adopt the Remuneration Report is to be put to Shareholders at the Meeting. The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company. However, the Corporations Act provides that if the Company’s Remuneration Report resolution receives a “no” vote of 25% or more of votes cast at the Annual General Meeting, the Company’s subsequent Remuneration Report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account the outcome of the vote when considering the remuneration policy, even if it receives less than a 25% “no” vote.

In addition, the Corporations Act sets out a “two strikes” re-election process. Under the “two strikes” re-election process, if the Company’s Remuneration Report receives a “no” vote of 25% or more of all votes cast at two consecutive annual general meetings (that is, “two strikes”), a resolution (the “spill resolution”) must be put to the second annual general meeting, requiring Shareholders to vote on whether the Company must hold another general meeting (known as the “spill meeting”) to consider the appointment of all of the Directors who must stand for re-appointment (other than a Managing Director). If the spill resolution is approved at the annual general meeting by a simple majority of 50% or more of the eligible votes cast, the spill meeting must be held within 90 days of that second annual general meeting (unless none of the Directors, other than a Managing Director, stand for re-appointment).

The Company’s Remuneration Report did not receive a “no” vote of 25% or more at the Company’s previous annual general meeting held on 30 November 2016.

Further information will be provided on the “spill resolution” and “spill meeting” for any annual general meeting at which the Company may face a “second strike”.

1.2 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.

2. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR RICHARD O’BRIEN

2.1 Background

In accordance with Listing Rule 14.4 and clause 15.4 of the Constitution, at every annual general meeting, one third of the Directors (or, if there is not a whole multiple of three, then the number nearest but not exceeding one-third) for the time being must retire from office and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement, and in default of agreement by lot. Under Listing Rule 14.4 a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years, whichever is longer.

For these reasons, Mr Richard O’Brien will retire as a Director in accordance with Listing Rule 14.4 and clause 15.4 of the Constitution and offer himself for re-election.

Further details about Mr Richard O’Brien are set out in the Company’s 2017 Annual Report which is available at www.sprintex.com.au.

2.2 Directors’ recommendation

The Directors (other than Mr Richard O’Brien) recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3: APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

3.1 Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting ( Additional 10% Placement Facility ). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Annual General Meeting and is expected to be an eligible entity as at the time of the Annual General Meeting.

Resolution 3 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 3 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (see paragraph 3.2.2 below).

The Company is seeking a mandate to issue Equity Securities under the Additional 10% Placement Facility to enable the Company to pursue its growth strategy with the flexibility to act quickly as potential business opportunities arise.

3.2 Regulatory Requirements

In compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information:

1. Minimum Issue Price

Equity Securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, Shares.

The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• i) the date on which the Equity Securities are issued; or

• ii) the date on which the price of Equity Securities is agreed, provided that the issue is thereafter completed within 5 business days.

2. Dilution

As of the date of this Notice of Annual General Meeting, the Company has 100,000,000 Shares on issue. If Shareholders approve Resolution 3, the Company will have the capacity to issue approximately 10% of the Shares on issue under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A.

The precise number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the following formula:

(A x D) – E

• A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement:

• i. plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• ii. plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• iii. plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4;

• iv. less the number of fully paid ordinary shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Facility, existing Shareholders' voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not receive any Shares under such issues. There is a risk that:

• i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

• ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice of Annual General Meeting.

The below table also shows:

• i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of fully paid ordinary securities the Company has on issue. The number of fully paid ordinary securities on issue may increase as a result of issues of fully paid ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a Shareholders’ meeting; and

• ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable “A” in Listing Rule 7.1A.2			Dilution
		$0.085 50% decrease in Issue Price	$0.17 Issue Price	$0.255 50% increase in Issue Price
Current Variable A 100,000,000 Shares	Shares issued (10% voting dilution)	10,000,000 New Shares	10,000,000 New Shares	10,000,000 New Shares
	Funds raised	$850,000	$1,700,000	$2,550,000

50% increase in current Variable A 150,000,000 Shares	Shares issued (10% voting dilution)	15,000,000 New Shares	15,000,000 New Shares	15,000,000 New Shares
	Funds raised	$1,275,000	$2,550,000	$3,825,000
100% increase in current Variable A 200,000,000 Shares	Shares issued (10% voting dilution)	20,000,000 New Shares	20,000,000 New Shares	20,000,000 New Shares
	Funds raised	$1,700,000	$3,400,000	$5,100,000

The table has been prepared on the following assumptions:

1. Variable A is 100,000,000 being the number of ordinary securities on issue at the date of this Notice of Meeting.

2. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility.

3. No performance rights are exercised into Shares before the date of issue of the Equity Securities.

4. The Company has not issued any other Equity Securities using its placement capacity under Listing Rule 7.1 or 7.1A in the 12 months preceding this Notice of Meeting.

5. The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

6. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

7. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

8. The table shows only the dilutionary effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

9. The issue of Equity Securities under the Additional 10% Placement Facility consists only of Shares.

10. The issue price set out above of $0.17 is the closing price of the Shares on ASX on 20 October 2017.

11. The issue prices set out above of $0.085 and $0.255 are included to comply with Listing Rule 7.3A.2.

3. Issue Period

If Shareholders approve Resolution 3, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:

• i) the date that is 12 months after the date of the Annual General Meeting; and

• ii) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

(the Additional 10% Placement Period ).

The Company will only issue and allot Equity Securities under the Additional 10% Placement Facility during the Additional 10% Placement Period.

4. Purpose of Issues

The Company may seek to issue the Equity Securities for the following purposes:

• i) non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• ii) cash consideration. In such circumstances, the Company intends to use the funds raised for continued research and development expenditure on, and to ensure the Company is well capitalised for the advancement of, the Company’s current programs, including but not limited to the continued development of the Company and its products, and/or general working capital.

The Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.

5. Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the Additional 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• i) the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issues in which existing security holders can participate;

• ii) the effect of the issue of the Equity Securities on the control of the Company;

• iii) the financial situation and solvency of the Company; and

• iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the Additional 10% Placement Facility have not been determined as at the date of this Notice but may include existing Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

6. Previous issues of Equity Securities under Listing Rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2016 Annual General Meeting held on 30 November 2016.

In the 12 months preceding this Notice of Annual General Meeting, the Company has issued 9,547,392 Equity Securities which represents 10.56% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Details of the Equity Securities issued in the 12 month period are outlined in Schedule A to this Notice of Meeting.

7.

Voting exclusion statement

A voting exclusion statement for Resolution 3 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.

At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. Accordingly, the proposed allottees of any Equity Securities under the Additional 10% Placement Facility are not as yet known or identified.

In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be

known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

3.3 Directors’ Recommendation

The Directors believe that the Additional 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly, the Directors unanimously recommend that Shareholders approve Resolution 3.

GLOSSARY

In these Notice of Meeting, Explanatory Statement and Schedules, each of the following terms have the following meanings unless the context otherwise requires:

$	Australian dollars.
Annual Financial Report	The Company's financial report contained in the Company's Annual Report.
Annual Report	The Company’s annual report dated 28 September 2017.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited or the securities market operated by the ASX Limited (as the
	context requires).
Auditor's Report	The auditor’s report contained in the Company’s Annual Report.
Board	Board of Directors of the Company.
Company	Sprintex Limited ACN 106 337 599.
Constitution	Constitution of the Company.
Corporations Act	Corporations Act 2001(Cth).
Director	Director of the Company and Directors has a corresponding meaning.
Directors' Report	The Directors' report contained in the Company's Annual Report.
Equity Securities	Has the meaning given to that term in the ASX Listing Rules.
Key Management	Key management personnel of the Company (as defined in Section 9 of the
Personnel	Corporations Act).
Listing Rules or ASX	The official listing rules of ASX.
Listing Rules
Meeting or Annual General	The annual general meeting of the Company convened pursuant to this
Meeting	Notice of Meeting.
Notice of Meeting or Notice	This notice of Annual General Meeting.
of Annual General Meeting
Proxy Form	The proxy form enclosed with this notice of Annual General Meeting.
Related Party or Related	Has the meaning given to that term in the Listing Rules.
Parties
Remuneration Report	The report contained in the Directors’ Report dealing with the remuneration
	of the Company’s Directors and Senior Executives for the year ended 30
	June 2017.
Resolution	A resolution contained in this Notice of Annual General Meeting.
Share	Fully paid ordinary share in the capital of the Company.
Shareholder	Holder of a Share.
WST	Australian Western Standard Time.

SCHEDULE A: PREVIOUS ISSUES OF EQUITY SECURITIES UNDER LISTING RULE 7.1A

DETAILS OF EQUITY SECURITIES ISSUED IN THE 12 MONTHS PRIOR TO THE DATE OF THE ANNUAL GENERAL MEETING

Issue Date	Number	Type	The persons to whom the Equity Securities were issued or the basis on which those persons were determined	Issue Price	Discount / (premium) to market price at issue date	Funds raised (rounded up)	Use of Funds
28 December 2016	4,612,390	Ordinary Shares	Loan note conversion	$0.32	3.0%	$1,475,965	Continued development of global sales strategy.
15 May 2017	4,999	Ordinary Shares	Completion of share purchase plan announced on 6 April 2017	$0.30	(3.4%)	$1,500	Working capital purposes.
19 May 2017	4,930,003	Ordinary Shares	Completion of share placement announced on 6 April 2017 to China Automotive Holdings Limited, an entity controlled by Mr Richard John Siemens, the Non- Executive Chairman of the Company	$0.30	(3.4%)	$1,479,000	Working capital purposes.

Sprintex Limited ACN 106 337 599

Proxy Form

Shareholder Details

Name:

Address:

Contact Telephone No:

Contact Name (if different from above):

Appointment of Proxy

I/We being a shareholder/s of Sprintex Limited and entitled to attend and vote hereby appoint

The Chairman of the meeting (mark with an ‘X’) OR		Write here the name of the person you are appointing if this personis someone other thanthe Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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, as the proxy sees fit) at the Annual General Meeting of Sprintex Limited to be held at 183 Mulgul Road, Malaga, Western Australia on Thursday, 30 November 2017 at 10.00am WST and at any adjournment of that Meeting.

Chairman authorised to exercise proxies on remuneration related matters (Resolution 1) If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default, by signing and submitting this form I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of Key Management Personnel for Sprintex Limited, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of all Resolutions If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), and you wish to give the Chairman specific voting directions on an item, you should mark the appropriate box opposite those items below (directing the Chairman to vote for, against, or to abstain from voting).

Voting directions to your proxy – please mark to indicate your directions

Ordinary Business
Resolution 1.	Adoption of Remuneration Report (non-binding)
Resolution 2.	Re-election of Director – Mr Richard O’Brien
Resolution 3.	Approval of Additional 10% Placement Facility

For Against Abstain*

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

%

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

Individual or Shareholder 1 Sole Director & Sole Company Secretary	Shareholder 2 Director	Shareholder 3
		Director/Company Secretary

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. 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.

3 Votes on Resolutions

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

If you direct your proxy how to vote validly in accordance with these instructions and your proxy fails to either attend the Meeting or vote on any directed Resolution, the Chairman of the Meeting is taken to have been appointed as the proxy for the purposes of voting on that Resolution at the Meeting and must vote in accordance with your proxy.

4 Voting entitlements

In accordance with the Corporations Act, the Company has determined that the Shareholding of each person for the purpose of determining entitlements to attend and vote at the Meeting will be the entitlement of that person set out in the Company’s share register as at 10:00 am (WST) on Tuesday, 28 November 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

5 Voting in person

A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the attached Proxy Form to the Meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the Meeting to facilitate this registration process.

A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with Section 250D of the Corporations Act. The appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Robert Molkenthin on (08) 9262 7277 or you may photocopy this form. To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

7 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Joint Holding:

where the holding is in one name, the holder must sign.

where the holding is in more than one name, all of the Shareholders sign.

Power of Attorney:

to sign under Power of Attorney, you must have already lodged this document with the Company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

8 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting i.e. no later than 10.00 am WST on Tuesday, 28 November 2017. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at 183 Mulgul Road, Malaga, WA, 6090 or sent by facsimile to the registered office on +61 8 9262 7288.