SPRINTEX LIMITED — AGM Information 2020

Jun 3, 2020

SPRINTEX LIMITED ACN 106 337 599

NOTICE OF 2018 ANNUAL GENERAL MEETING

2 / 63 Furniss Road, Darch WA 6065

on 17 July 2020 at 10.00am WST

In light of the uncertainty and potential health risks created by the COVID-19 pandemic the Company encourages shareholders to take into account any Government restrictions in place at the date of the meeting and to consider the implications of attending the Annual General Meeting in person. Shareholders can participate in the Annual General Meeting and engage with the Board by:

• lodging a directed proxy in advance of the meeting by following the instructions on the proxy form;
• lodging questions in advance of the meeting by emailing questions to accounts@sprintex.com.au by 5.00pm (WST) on 15 July 2020;
• attending the meeting via telephone conference (Access Code: 9262 7277) by calling:
  • o + 61 2 9099 5890 (Australia or International).

The Chair will adjourn the meeting if the number of shareholders attending the meeting will lead to a violation of relevant Government laws and regulations on crowds and gatherings.

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 7277

CORPORATE DIRECTORY

Directors	Richard SiemensDavid WhiteMichael WilsonRichard O'BrienRaymond Lau
Secretary	Robert Molkenthin
Registered Office	Unit 2 / 63 Furniss RoadDarch WA 6065Telephone:+61 8 9262 7277
Auditor	PKF PerthLevel 435 Havelock StreetWEST PERTHWESTERN AUSTRALIA 6005Telephone:+61 8 9322 2798
Share Registry	Advanced Share Registry Services110 Stirling HighwayNEDLANDSWESTERN AUSTRALIA 6009Telephone: +61 8 9389 8033
ASX Code	SIX

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of the Shareholders of Sprintex Limited (Company) will be held at 10.00 am (WST) on 17 July, 2020 at 2 / 63 Furniss Road, Darch WA 6065.

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the directors, the director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 – ADOPTION OF 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, the Remuneration Report as set out in the 2018 Annual Report dealing with the remuneration of the Company's Directors and senior executives be adopted.'

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
• (b) a Closely Related Party of such a member.

However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
• (b) the voter is the Chair and the appointment of the Chair as proxy:
  • (i) does not specify the way the proxy is to vote on this Resolution; and
  • (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR DAVID WHITE

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

'That, Mr David White, 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 – 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, Mr Michael Wilson, 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.'

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR RAYMOND LAU

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

'That, Mr Raymond Lau, 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.'

BY ORDER OF THE BOARD OF DIRECTORS

Robert Molkenthin Company Secretary Sprintex Limited

4 June 2020

NOTES

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.

"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 10.00am (WST) on 15 July 2020 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.

VOTING IN PERSON

To vote in person, please attend the Annual General Meeting on the date and at the place set out in this Notice of Meeting.

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company's Share Registry.

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 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 no later than 10.00am (WST) on 15 July 2020.

Proxy Forms received after this time will be invalid.

In light of the uncertainty and potential health risks created by the COVID-19 pandemic the Company encourages shareholders to take into account any Government restrictions in place at the date of the meeting and to consider the implications of attending the Annual General Meeting in person. Shareholders can participate in the Annual General Meeting and engage with the Board by:

• lodging a directed proxy in advance of the meeting by following the instructions on the proxy form;
• lodging questions in advance of the meeting by emailing questions to accounts@sprintex.com.au by 5.00pm (WST) on 15 July 2020;
• attending the meeting via telephone conference (Access Code: 9262 7277) by calling:
  • o + 61 2 9099 5890 (Australia or International).

The Chair will adjourn the meeting if the number of shareholders attending the meeting will lead to a violation of relevant Government laws and regulations on crowds and gatherings.

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 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 2018 will be laid before the Meeting. The Annual Financial Statements are included in the Company's 2018 Annual Report, a copy of which can be accessed on-line 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 Perth, 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 5.00pm (WST) on 10 July 2020 to:

Robert Anthony Molkenthin Company Secretary Sprintex Limited 2 / 63 Furniss Road, Darch WA 6065

• or -

accounts@sprintex.com.au

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

1.1 Background

The Company's Remuneration Report for the year ended 30 June 2018 is set out in the 2018 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 2017.

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 Recommendation

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

2. RESOLUTIONS 2 TO 4: RE-ELECTION OF DIRECTORS – MESSRS DAVID WHITE, MICHAEL WILSON AND RAYMOND LAU

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 for the time being must retire from office and are eligible for reelection. 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, Messrs David White, Michael Wilson and Raymond Lau respectively retire as Directors in accordance with Listing Rule 14.4 and clause 15.4 of the Constitution and offer themselves for re- election.

Further details about Messrs David White, Michael Wilson and Raymond Lau are set out in the Company's 2018 Annual Report which is available at www.sprintex.com.au.

2.2 Re-election of Mr David White

Qualifications and other material directorships

Mr White has over 40 years' experience in managing a variety of companies in the Information and Communications Technologies (ICT) industry, during which he was the Chairman of the Board of Telecom Malagasy, a nationwide telecommunications service provider in Madagascar offering both landline and mobile services, as well as a director of Abiba Software in India and Value Access in Hong Kong.

During the past three years, Mr White did not serve as a director of any other ASX listed companies.

Shares in the Company held directly or indirectly by Mr White currently total 235,169 fully paid ordinary shares.

Independence

If re-elected the Board considers Mr David White will not be an independent Director.

2.3 Re-election of Mr Michael Wilson

Qualifications and other material directorships

Mr Wilson is the owner and managing director of a Perth-based company which supplies engineering, procurement, fabrication and construction services to the oil and gas and resources sectors. Mr Wilson has overseen the growth of the business into a multi-million dollar annual revenue generating operation over the past 22 years.

During the past three years, Mr Wilson did not serve as a director of any other ASX listed companies.

Shares in the Company held directly or indirectly by Mr Wilson currently total 15,166,090 fully paid ordinary shares.

Independence

If re-elected the Board considers Mr Michael Wilson will not be an independent Director.

2.4 Re-election of Mr Raymond Lau

Qualifications and other material directorships

Mr Lau is qualified as a solicitor in Hong Kong, and has wide-ranging experience in corporate and commercial matters as well as corporate governance practices. In the past 25 years, Mr Lau has been acting as legal counsel, company secretary and management executive to several companies listed on the Hong Kong exchange.

Mr Lau graduated from the University of Hong Kong with LL.B. and P.C.LL. and holds a Certificate in Civil and Commercial Law issued by the China University of Political Science and Law. He is also a Fellow of the Hong Kong Institute of Directors.

During the past three years, Mr Lau did not serve as a director of any other ASX listed companies.

Shares in the Company held directly or indirectly by Mr Lau currently total 681 fully paid ordinary shares.

Independence

If re-elected the Board considers Mr Raymond Lau will not be an independent Director.

2.5 Recommendation

The Directors (other than Mr White) recommend that Shareholders vote in favour of Resolution 2. The Directors (other than Mr Wilson) recommend that Shareholders vote in favour of Resolution 3. The Directors (other than Mr Lau) recommend that Shareholders vote in favour of Resolution 4.

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.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited or the securities market operated by the ASX Limited (as thecontext 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.
Key Management Personnel	Key management personnel of the Company (as defined in Section 9 of theCorporations Act).
Listing Rules or ASX ListingRules	The official listing rules of ASX.
MeetingorAnnualGeneralMeeting	The annual general meeting of the Company convened pursuant to thisNotice of Meeting.
Notice of Meeting or Notice ofAnnual General Meeting	This notice of Annual General Meeting.
Proxy Form	The proxy form enclosed with this notice of Annual General Meeting.
Remuneration Report	The report contained in the Directors' Report dealing with the remunerationof the Company's Directors and Senior Executives for the year ended 30June 2018.
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.

LODGE YOUR PROXY APPOINTMENT ONLINE

• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login
• MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2018 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Sprintex Limited and entitled to attend and vote hereby:

	APPOINT A PROXY
P 1STE		The Chair of themeeting	OR			PLEASE NOTE: If you leave the section blank,the Chair of the Meeting will be your proxy.
	or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, asmy/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if nodirections have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company tobe held at 2 / 63 Furniss Road, Darch WA 6065 on 17 July 2020 at 10.00am WST and at any adjournment or postponement of that Meeting.
	Chair is authorised to exercise undirected proxies on remuneration related resolution: Where I/we have appointed the Chair of theMeeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy onResolution 1 (except where I/we have indicated a different voting intention below) even though the resolution is connected directly orindirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we acknowledge the Chair ofthe Meeting intends to vote all undirected proxies available to them in favour of the resolution.
		VOTING DIRECTIONS
	Resolution						For		Against Abstain*
P 2STE	◼◼1Adoption of Remuneration Report						◼
	◼◼◼2Re-Election of Director – Mr David White
	◼◼◼3Re-Election of Director – Mr Michael Wilson
	◼◼◼4Re-Election of Director – Mr Raymond Lau
	* If you mark the Abstain box for the 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.
		SIGNATURE OF SHAREHOLDERS –		THIS MUST BE COMPLETED
P 3STE		Shareholder 1 (Individual)		Joint Shareholder 2 (Individual)		Joint Shareholder 3 (Individual)
		Sole Director and Sole Company Secretary		Director/Company Secretary (Delete one)		Director
	This form should be signed by the shareholder. If a joint holding, each shareholder should sign. If signed by the shareholder's attorney, thepower of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
	Email Address

Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

TELECONFERENCE CALL INSTRUCTION

In light of the uncertainty and potential health risks created by the COVID-19 pandemic the Company encourages shareholders to take into account any Government restrictions in place at the date of the meeting and to consider the implications of attending the Annual General Meeting in person. Shareholders can participate in the Annual General Meeting and engage with the Board by:

• lodging a directed proxy in advance of the meeting by following the instructions on the proxy form;
• lodging questions in advance of the meeting by emailing questions to accounts@sprintex.com.au by 5.00pm (WST) on 15 July 2020;
• attending the meeting via telephone conference (Access Code: 9262 7277) by calling:
  • o + 61 2 9099 5890 (Australia or International).

The Chair will adjourn the meeting if the number of shareholders attending the meeting will lead to a violation of relevant Government laws and regulations on crowds and gatherings.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person's name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares 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 they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company's key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes "For", "Against" or "Abstain" opposite that resolution), the Chair may vote as they see fit on that resolution.

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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) On each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
• (b) Return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolution where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company you a that you are in compliance with Listing Rule 14.11.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, each shareholder should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00am (WST) on 15 July 2020, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

• BY FAX +61 8 6370 4203
• • BY EMAIL admin@advancedshare.com.au
• IN PERSON Advanced Share Registry Limited
  • 110 Stirling Hwy, Nedlands WA 6009

ALL ENQUIRIES TO

Telephone: +61 8 9389 8033