SPRINTEX LIMITED — AGM Information 2022

Oct 27, 2022

SPRINTEX LIMITED ACN 106 337 599 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 8.30am WST, 11.30am AEDT

DATE: 30 November 2022

PLACE: 1/18 Olive Street SUBIACO WA 6008

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

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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 8.30am WST on 28 November 2022.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2022 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, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2022."

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

A voting prohibition statement applies to this Resolution. Please see below.

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

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

"That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Steven Apedaile, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Shares and 1,000,000 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,333,333 Shares and 1,166,667 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,666,667 Shares and 1,333,333 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,333,334 Shares and 16,204,839 Options on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

9. RESOLUTION 8 – ADOPTION OF EMPLOYEE INCENTIVE PLAN

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

"That, pursuant to and in accordance with Listing Rule 7.2 (Exception 13(b)) and for all other purposes, the Company's employee incentive plan titled is approved and the Company is authorised to issue Performance Rights, Options and Shares on exercise of Options, on the terms and conditions set out in the Explanatory Memorandum."

10. RESOLUTION 9 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - JUDE UPTON

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

"That, subject to the passing of Resolution Error! Reference source not found., for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 5,000,000 Performance Rights to Jude Upton (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

11. RESOLUTION 10 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - LI CHEN

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

"That, subject to the passing of Resolution Error! Reference source not found., for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 5,000,000 Performance Rights to Li Chen (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

12. RESOLUTION 11 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR - STEVEN APEDAILE

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

"That, subject to the passing of Resolution Error! Reference source not found., for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 2,500,000 Performance Rights to Steven Apedaile (or his nominee) under the Incentive Performance Rights Plan on the terms and conditions set out in the Explanatory Statement."

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Dated: 28 October 2022 By order of the Board

Michael van Uffelen Company Secretary

Voting Prohibition Statements

Resolution 1 – Adoptionof Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or onbehalf of either of the following persons:
	(a)	Report; or	a member of the Key Management Personnel, details ofwhose remuneration are included in the Remuneration
	(b)	a Closely Related Party of such a member.
			However, a person (the voter) described above may cast a vote on thisResolution as a proxy if the vote is not cast on behalf of a persondescribed above and either:
	(a)		the voter is appointed as a proxy by writing that specifies theway the proxy is to vote on this Resolution; or
	(b)	proxy:	the voter is the Chair and the appointment of the Chair as
		(i)	does not specify the way the proxy is to vote on thisResolution; and
		(ii)	expressly authorises the Chair to exercise the proxyeven though this Resolution is connected directly orindirectly with the remuneration of a member of theKey Management Personnel.
Resolution 8 - Adoptionof Employee IncentivePlan	In accordance with section 250BD of the Corporations Act, A personappointed as a proxy must not vote, on the basis of that appointment,on this Resolution if:
		(a) the proxy is either:
	(i)		a member of the Key Management Personnel; or
	(ii)a Closely Related Party of such a member; and
	(b)the appointment does not specify the way the proxy is to vote onthis Resolution.
	However, the above prohibition does not apply if:
	(a)		the proxy is the Chair; and
		(b) the appointment expressly authorises the Chair to exercise the proxyeven though this Resolution is connected directly or indirectly withremuneration of a member of the Key Management Personnel.
Resolution 9 – Issue ofIncentive PerformanceRights to Director			In accordance with section 224 of the Corporations Act, a vote on thisResolution must not be cast (in any capacity) by or on behalf of arelated party of the Company to whom the Resolution would permit afinancial benefit to be given, or an associate of such a related party(Resolution 9 Excluded Party). However, the above prohibition does notapply if the vote is cast by a person as proxy appointed by writing thatspecifies how the proxy is to vote on the Resolution and it is not cast onbehalf of a Resolution 9 Excluded Party.
		on this Resolution if:	In accordance with section 250BD of the Corporations Act, a personappointed as a proxy must not vote on the basis of that appointment,

	(a)	the proxy is either:
		(i)a member of the Key Management Personnel; or
		(ii)a Closely Related Party of such a member; and
	(b)	the appointment does not specify the way the proxy is to voteon this Resolution.
		Provided the Chair is not a Resolution 9 Excluded Party, the aboveprohibition does not apply if:
	(a)	the proxy is the Chair; and
	(b)	the appointment expressly authorises the Chair to exercise theproxy even though this Resolution is connected directly orindirectly with remuneration of a member of the KeyManagement Personnel.
Resolution 10 – Issue ofIncentive PerformanceRights to Director		In accordance with section 224 of the Corporations Act, a vote on thisResolution must not be cast (in any capacity) by or on behalf of arelated party of the Company to whom the Resolution would permit afinancial benefit to be given, or an associate of such a related party(Resolution 10 Excluded Party). However, the above prohibition doesnot apply if the vote is cast by a person as proxy appointed by writingthat specifies how the proxy is to vote on the Resolution and it is notcast on behalf of a Resolution 10 Excluded Party.
		In accordance with section 250BD of the Corporations Act, a personappointed as a proxy must not vote on the basis of that appointment,on this Resolution if:
	(a)	the proxy is either:
		(i)a member of the Key Management Personnel; or
		(ii)a Closely Related Party of such a member; and
	(b)	the appointment does not specify the way the proxy is to voteon this Resolution.
		Provided the Chair is not a Resolution 10 Excluded Party, the aboveprohibition does not apply if:
	(a)	the proxy is the Chair; and
	(b)	the appointment expressly authorises the Chair to exercise theproxy even though this Resolution is connected directly orindirectly with remuneration of a member of the KeyManagement Personnel.
Resolution 11 – Issue ofIncentive PerformanceRights to Director		In accordance with section 224 of the Corporations Act, a vote on thisResolution must not be cast (in any capacity) by or on behalf of arelated party of the Company to whom the Resolution would permit afinancial benefit to be given, or an associate of such a related party(Resolution 11 Excluded Party). However, the above prohibition doesnot apply if the vote is cast by a person as proxy appointed by writingthat specifies how the proxy is to vote on the Resolution and it is notcast on behalf of a Resolution 11 Excluded Party.
		In accordance with section 250BD of the Corporations Act, a personappointed as a proxy must not vote on the basis of that appointment,on this Resolution if:
	(a)	the proxy is either:
		(i)a member of the Key Management Personnel; or
		(ii)a Closely Related Party of such a member; and
	(b)	the appointment does not specify the way the proxy is to voteon this Resolution.

Provided the Chair is not a Resolution 11 Excluded Party, the aboveprohibition does not apply if:
(a)	the proxy is the Chair; and
(b)	the appointment expressly authorises the Chair to exercise theproxy even though this Resolution is connected directly orindirectly with remuneration of a member of the KeyManagement Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolutions 3 –Ratification of priorissue of Shares andOptions	A person who participated in the issue or is a counterparty to theagreement being approved or an associate of that person or thosepersons.
Resolution 8 – Adoptionof Securities IncentivePlan	A person who is eligible to participate in the employee incentive schemeor an associate of that person or those persons.
Resolution 9 – Issue ofIncentive PerformanceRights to Director	Jude Upton (or his nominee) or any other person referred to in ListingRule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in theemployee incentive scheme in question an associate of that person orthose persons.
Resolution 10 – Issue ofIncentive PerformanceRights to Director	Li Chen (or his nominee) or any other person referred to in Listing Rule10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employeeincentive scheme in question an associate of that person or thosepersons.
Resolution 11 – Issue ofIncentive PerformanceRights to Director	Steven Apedaile (or his nominee) or any other person referred to inListing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in theemployee incentive scheme in question an associate of that person orthose persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
  • (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2) proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

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

You may still attend the meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the meeting. If you do not bring your Proxy Form with you, you can still attend the meeting but representatives from Advanced Share Registry will need to verify your identity. You can register from 8.15am on the day of the meeting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9262 7277.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2022 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.sprintex.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

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, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

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

3.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Steven Apedaile, who has served as a Director since 16 April 2021 and was last elected on 28 September 2020, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mr Apedaile has worked in the accounting profession for over 30 years, 25 years of which were spent in Hong Kong with the first 7 years with KPMG HK and then 18 years with Horwath HK. In his position as Senior Audit Partner, Mr Apedaile's experience included management advice, risk analysis, strategic planning, public listings, forensic accounting, M&A and general business advice. Mr Apedaile served on the Member Review Committee of Horwath International for 3 years performing quality control and risk assessments on a number of Asian based member firms. Mr Apedaile also served for two terms (2 years) on the Hong Kong Society of Accountants Audit Standards Review Committee.

3.3 Independence

If re-elected the Board considers Steven Apedaile will be an independent Director.

3.4 Board recommendation

The Board has reviewed Steven Apedaile's performance since his appointment to the Board and considers that Steven Apedaile's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the re-election of Steven Apedaile and recommends that Shareholders vote in favour of Resolution 2 .

4. RESOLUTIONS 3 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

4.1 General

The Company issued the following Shares at an issue price of $0.075 per Share and Options to acquire Shares (Placements):

Date	Number ofShares	Price perShare	Consideration	Number ofOptions
28/7/2022	2,000,000	$0.075	$150,000	1,000,000
23/6/2022	2,333,333	$0.075	$175,000	1,166,667
19/5/2022	2,666,667	$0.075	$200,000	1,333,333
13/4/2022	5,333,334	$0.075	$400,000	16,204,839

The Options have a 12 month term from the date of issue and are exercisable into 1 fully paid ordinary share in the Company upon the holder paying $0.10 per Share on or before expiry date of the option. Please see Schedule 1 for terms of the options.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company's ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 9 being passed at this Meeting.

The issue of the Placement Shares and Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares and Options.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares and Options.

Resolutions 3 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares and Options.

4.2 Technical information required by Listing Rule 14.1A

If Resolutions 3 are passed, the Placement Shares and Options will be excluded in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares and Options.

If Resolutions 3 are not passed, the Placement Shares and Options will be included in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares and Options.

It is noted that the Company's ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 9 being passed at this Meeting.

4.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 3 :

• (a) the Placement Shares and Options were issued to professional and sophisticated investors who are clients of Indian Ocean Corporate. The recipients were identified through a bookbuild process, which involved Indian Ocean Corporate seeking expressions of interest to participate in the capital raising from non-related parties of the Company;
• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
  • (i) related parties of the Company, members of the Company's Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
  • (ii) issued more than 1% of the issued capital of the Company;
• (c) the Placement Shares were issued and the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the purpose of the issue of the Placement Shares and Options was to raise funding, which has been applied towards implementing the Company's business objectives, and working capital; and
• (e) the Placement Shares and Options were not issued under an agreement.

5. RESOLUTION 7 – APPROVAL OF 7.1A MANDATE

5.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

However, under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).

An 'eligible entity' means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. The Company is an eligible entity for these purposes.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of 8 million (based on the number of Shares on issue and the closing price of Shares on the ASX on 28 September 2022.

Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 7 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 7 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

5.2 Technical information required by Listing Rule 7.1A

Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in relation to Resolution 7:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;
• (ii) the time and date of the Company's next annual general meeting; and
• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

(ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for inventory build, compressor product development, working capital and general expenses.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 7 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 28 September 2022.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

		Dilution
				Issue Price
	Number of Shares on Issue	Shares	$0.047	$0.031	$0.016
(Variable A in Listing Rule7.1A.2)		issued –10% votingdilution	50% Increase	Issue Price	50%Decrease
			Funds Raised
Current	254,354,327Shares	25,435,433Shares	$1,195,465	$788,498	$406,967
50%increase	381,531,491Shares	38,153,149Shares	$1,793,198	$1,182,748	$610,450
100%increase	508,708,654Shares	50,870,865Shares	$2,390,931	$1,576,997	$813,934

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a prorata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• 1. There are currently 254,354,327 Shares on issue comprising:
• 1. The issue price set out above is the closing market price of the Shares on the ASX on 28 September 2022 being $0.031.
• 1. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• 1. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
• 1. 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.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
• 1. 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%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

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

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

(f) Previous approval under Listing Rule 7.1A

The Company did not obtain approval under Listing Rule 7.1A at its annual general meeting held on 21 December 2020. Accordingly, the Company has not issued any Equity Securities under Listing Rule 7.1A.2 in the twelve months preceding the date of the Meeting.

5.3 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

6. RESOLUTION 8 - APPROVAL OF EMPLOYEE INCENTIVE PLAN

On 1 October 2022, amendments to the Corporations Act commenced which impact the regulatory regime for employee share schemes (ESS). Division 1A has been introduced into Part 7.12 of the Corporations Act, providing a separate regime for the making of offers in connection with an ESS (New Regime). The New Regime will replace the current relief provided by ASIC Class Order 14/1000 (Class Order 14/1000), which commenced on 30 October 2014.

To ensure that the Company is able to rely on the relief provided by the New Regime, the Company proposes to adopt a new ESS to address the requirements of the New Regime.

Resolution 8 seeks Shareholder approval for the adoption of the new ESS titled the "Employee Incentive Plan" (Employee Incentive Plan) in accordance with Listing Rule 7.2 (Exception 13(b)). A summary of the key terms of the Employee Incentive Plan are set out in Annexure 2.

The objective of the Employee Incentive Plan is to attract, motivate and retain ESS participants, including key employees and directors of the Company. The Company considers that the adoption of the Employee Incentive Plan and the future issue of Equity Securities under the Employee Incentive Plan will provide ESS participants with the opportunity to participate in the future growth of the Company.

Subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2 (exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity's ordinary securities have approved the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of Equity Securities issued under the scheme does not exceed the maximum number set out in the entity's notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

	Class Order position	New Regime
Disclosureobligations	The Class Order requires certaininformation that must be provided toESS ParticipantsThere is no difference between thedisclosure requirements where ESSinterests are offered for monetaryconsideration or for no monetaryconsideration.	If the offer of ESS interests is for nomonetary consideration: There arenoprescribeddisclosureobligations, other than a statementthat the offer is made underDivision 1A.If the offer of ESS interests is formonetary consideration:
		Certainprescribeddisclosurerequirementsapply.Thesedisclosure requirements are similar(although different) to the currentdisclosure requirements under theClass Order.The participant cannot acquire theESS interests until 14 days afterreceiving the above disclosure. Thismandatesacooling-offperiodensuring a participant has time toconsider their decision and seeklegal and financial advice.Any associated trust, contributionplan and loan arrangement willneed to comply with specifiedrequirements.
ESSParticipants	•Directors•Full-time and part-timeemployees;	•Directors•Full-time and part-timeemployees;
	•Casual employees andcontractors, provided theywork the number of hours thatare the pro-rata equivalent of40% or more of a comparablefull-time position with theentity.	•Any service providers to theentity (with no minimumrequirement of hours ofservice provided);•Certain 'related persons' tothe above.
5% limit	The maximum number of ESS interestthat can be issued under the Class	If the offer of ESS interests is for nomonetary consideration: There is

	Key changes between Class Order and New Regime for listed entities

	Order relief over a three-year periodis 5% of the issued share capital.	no limit on the number of such ESSinterest that may be issued.If the offer of ESS interests is formonetaryconsideration:Thenumber of ESS interest issued overathree-yearperiodmustnotexceed 5% of the Company's issuedshare capital, unless the Companyspecifies a different issue cap in itsconstitution.
Quotationrequirement	An entity's shares must have beenquoted for three months before ClassOrder relief is available.	Newly listed entities can offer ESSinterests without any minimumquotation period. This will make itmuch simpler for newly interestedentities to offer ESS interests.
Suspension	The entity's shares must not havebeen suspended for more than 5 daysover the previous 12 months.	An entity is permitted to offer ESSinterestregardlessofanysuspension to the trading of itsshares.
On-sale relief	Relief is provided from the on-saleprovisions for securities issued underthe Class Order.	There is no equivalent relief underthe new provisions except wherethe subsequent sale is to anothereligible participant in the same ESS.This means that cleansing noticesmust be issued (s708A(5) if eligible(orotherwiseacleansingprospectus (s708A(11)) in order toensure shares may be on-soldwithin 12 months of issue.
ASICinvolvement	ANoticeofReliancemustbesubmitted to ASIC to rely on the ClassOrder relief.	Therearenolodgementrequirements.ASIC has the power to require theprovision of documents necessaryin order to form an opinion aboutwhethertheregimehasbeencomplied with.ASIC has also been given expressenforcement powers including theability to issue 'stop orders'.
Criminaloffences	Not applicable	New ESS related criminal offenceshave been introduced regardingcertain misleading or deceptivestatements or omissions.

Information required by Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to issue up to a maximum of 5% Equity Securities for consideration under the Employee Incentive Plan pursuant to Listing Rule 7.2, exception 13(b), to eligible participants over a period of 3 years without using the Company's 15% annual placement capacity under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Equity Securities under the Employee Incentive Plan to a related party or a person whose relationship with the company or the related party is, in ASX's opinion, such that approval should be obtained.

If Resolution 8 is not passed, any issues of employee incentive securities will be made either with Shareholder approval under Listing Rule 7.1 (and 7.1A if applicable) or, in reliance on the Company's placement capacity under either or both Listing Rules 7.1 and 7.1A as applicable. In the latter case, any issues of Equity Securities will reduce, to that extent, the Company's capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Equity Securities.

Information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 8:

• (a) a summary of the key terms and conditions of the Employee Incentive Plan is set out in Annexure 2.
• (b) the Company does not have a current employee securities incentive plan.
• (c) as at the date of this Notice, no Equity Securities have been issued under the Employee Incentive Plan.
• (d) the maximum number of Equity Securities proposed to be issued under the Employee Incentive Plan pursuant to Listing Rule 7.2, exception 13(b) must not at any time exceed in aggregate 5% of the total Shares on issue at the date of any proposed new issues of Securities under the Employee Incentive Plan. Based on the number of Shares on issue as at the date of this Notice, being 254,354,327, 5% equates to a maximum of 12,717,716 Equity Securities, and as such this is the maximum number of securities that can be issued under the Employee Incentive Plan. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.
• (e) A voting exclusion statement for Resolution 9 is provided in the Notice.

Director's Recommendation

The Directors recommend that the Shareholders vote in favour of this Resolution.

7. RESOLUTIONS 9 TO 11– ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS

7.1 General

The Company has agreed, subject to obtaining Shareholder approval and to the adoption of the Performance Rights Plan (refer Resolution 8), to issue 12,500,000 Performance Rights to Jude Upton, Li Chen and Steven Apedaile (or their nominees) (Related Parties) pursuant to the Incentive Performance Rights Plan (Performance Rights Plan) and on the terms and conditions set out below (Incentive Performance Rights).

7.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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.

The issue of the Incentive Performance Rights to the Related Parties constitutes giving a financial benefit and each of the Related Parties is a related party of the Company by virtue of being a Director.

As the Incentive Performance Rights are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Incentive Performance Rights. Accordingly, Shareholder approval for the issue of Incentive Performance Rights to the Related Parties is sought in accordance with Chapter 2E of the Corporations Act.

7.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

• 10.14.1 a director of the entity;
• 10.14.2 an associate of a director of the entity; or
• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by security holders.

The issue of Incentive Performance Rights to the Related Parties falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 9 to 11 seek the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14.

7.4 Technical information required by Listing Rule 14.1A

If Resolutions 9 to 11 are passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to the Related Parties under the Performance Rights Plan within three years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company's 15% annual placement capacity.

If Resolutions 9 to 11 are not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to the Related Parties under the Performance Rights Plan.

7.5 Technical information required by Listing Rule 10.15 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of Listing Rule 10.15 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 9 to 11:

• (a) the Incentive Performance Rights will be issued to the following persons:
  • (i) Jude Upton (or their nominee) pursuant to Resolution 9;
  • (ii) Li Chen (or their nominee) pursuant to Resolution 10; and
  • (iii) Steven Apedaile (or their nominee) pursuant to Resolution 11

each of whom falls within the category set out in Listing Rule 10.14.1 by virtue of being a Director;

• (b) the maximum number of Incentive Performance Rights to be issued to the Related Parties (being the nature of the financial benefit proposed to be given) is 12,500,000 comprising:

  • (i) 5,000,000 Incentive Performance Rights to Jude Upton (or his nominee) pursuant to Resolution 9;
  • (ii) 5,000,000 Incentive Performance Rights to Li Chen (or his nominee) pursuant to Resolution 10; and
  • (iii) 2,500,000 Incentive Performance Rights to Steven Apedaile (or his nominee) pursuant to Resolution 11

• (c) as this is the first time that the Shareholder approval is being sought for the adoption of the Performance Rights Plan, no Performance Rights have been previously issued under the Performance Rights Plan;

• (d) a summary of the material terms and conditions of the Incentive Performance Rights is set out in Schedule 3;

• (e) the Incentive Performance Rights are unquoted securities. The Company has chosen to issue Incentive Performance Rights to the Related Parties for the following reasons:

• (i) the Incentive Performance Rights are unquoted; therefore, the issue of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;

• (ii) the milestones attaching to the Incentive Performance Rights will align the interests of the Related Parties with those of Shareholders; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights on the terms proposed;

• (f) the number of Incentive Performance Rights to be issued to each of the Related Parties has been determined based upon a consideration of:

  • (i) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company;
  • (ii) the remuneration of the Related Parties; and
  • (iii) incentives to attract and ensure continuity of service/retain the service of the Related Parties who have appropriate knowledge and expertise, while maintaining the Company's cash reserves.

The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Incentive Performance Rights upon the terms proposed;

(g) the total remuneration package for each of the Related Parties for the previous financial year and the proposed total remuneration package for the current financial year are set out below:

Related Party	Current Financial Year ($)	Previous Financial Year($)
Jude Upton	520,5111	389,5064
Li Chen	320,5112	189,5065
Steven Apedaile	179,5413	114,7536

Notes:

• 1. Comprising Directors' fees/salary of $240,000, and share-based payments of $ $280,511 (being the value of the Incentive Performance Rights amortised to the expected achievement date).
• 1. Comprising Directors' fees/salary of $40,000 and share-based payments of $280,511 (being the value of the Incentive Performance Rights amortised to the expected achievement date).
• 1. Comprising Directors' fees/salary of $53,040 and share-based payments of $126,501 (being the value of the Incentive Performance Rights amortised to the expected achievement date).
• 1. Comprising Directors' fees/salary of $240,000, and share-based payments of $ $149,506 (being the value of the Incentive Performance Rights amortised to the expected achievement date).
• 1. Comprising Directors' fees/salary of $40,000 and share-based payments of $149,506 (being the value of the Incentive Performance Rights amortised to the expected achievement date).
• 1. Comprising Directors' fees/salary of $40,000 and share-based payments of $74,753 (being the value of the Incentive Performance Rights amortised to the expected achievement date).

• (h) the Company values the Incentive Performance Rights at $375,000 (being $0.03 per Incentive Performance Right). The basis for the value attributions to the Incentive Performance Rights is set out in Schedule 4;

• (i) the Incentive Performance Rights will be issued to the Related Parties no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Performance Rights will be issued on one date;

• (j) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;

• (k) the purpose of the issue of the Incentive Performance Rights is to provide a performance linked incentive component in the remuneration package for the Related Parties to align the interests of the Related Parties with those of Shareholders, to motivate and reward the performance of the Related Parties in their roles as Directors and to provide a cost effective way from the Company to remunerate the Related Parties, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties;

• (l) no loans are being made to the Related Parties in connection with the acquisition of the Incentive Performance Rights;

• (m) details of any Performance Rights issued under the Performance Rights Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;

• (n) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Performance Rights Plan after Resolution **Error! Reference source not found.**is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14;

• (o) the relevant interests of the Related Parties in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares1	Options	Performance Rights
Jude Upton	302,844	Nil	5,000,000
Li Chen	7,034,883	Nil	5,000,000
Steven Apedaile	3,790,507	Nil	2,500,000

Notes:

• 1. Fully paid ordinary shares in the capital of the Company (ASX: SIX).
• (p) if the milestones attaching to the Incentive Performance Rights issued to the Related Parties are met and the Incentive Performance Rights are converted, a total of 12,500,000 Shares would be issued. This will increase the number of Shares on issue from 254,354,327 (being the total number of Shares on issue as at the date of this Notice) to 266,854,327 (assuming that no Shares are issued and no convertible securities vest or are

exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 6.01%, comprising 2% by Jude Upton, 2% by Li Chen and 1% by Steven Apedaile;

(q) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.089	27 October 2021
Lowest	$0.028	13, 14, 17 and 18 October 2022
Last	$0.03	25 October 2022

• (r) each Director has a material personal interest in the outcome of Resolutions 9 to 11 on the basis that all of the Directors (or their nominees) are to be issued Incentive Performance Rights should Resolutions 9 to 11 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 9 to 11 of this Notice; and
• (s) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 9 to 11.

GLOSSARY

$ means Australian dollars.

7.1A Mandate has the meaning given in Section 5.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

Associated Body Corporate means

• (a) a related body corporate (as defined in the Corporations Act) of the Company;
• (b) a body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
• (c) a body corporate in which the Company has an entitlement to not less than 20% of the voting shares.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Sprintex Limited (ACN 106 337 599).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2021.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Variable A means "A" as set out in the formula in Listing Rule 7.1A.2.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

$0.10

(Exercise Price)

(c) Expiry Date

12 months from issue date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(i) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

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.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 2 – SUMMARY OF KEY TERMS OF EMPLOYEE INCENTIVE PLAN

Long Term Incentive Plan

The Directors have adopted a long term incentive plan (LTIP), to enable eligible participants to be granted options and/or Performance Rights (Awards), the principal terms of which are summarised below:

• (a) Offers made under the LTIP are made under Division 1A of Part 7.12 of the Corporations Act.
• (b) (Eligibility) The Board may, in its absolute discretion, invite an "Eligible Participant" to participate in the LTIP. An "Eligible Participant" is a person who has been determined by the Board to be eligible to participate in the Plan from time to time and is an ESS Participant (as that term is defined in Division 1A of Part 7.12 of the Corporations Act.
• (c) (Purpose) The purpose of the Plan is to:
  • assist in the reward, retention and motivation of Eligible Participants;
  • align the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participant to receive an equity interest in the form of Awards; and
  • provide Eligible Participants with the opportunity to share in any future growth in value of the Company.
• (d) (Maximum Number of Securities for offers involving consideration) At the time of making an Offer, where monetary consideration is payable by the Eligible Participant, and in respect of an Award where the exercise price on exercise of those Awards is greater than zero, the Company must reasonably believe that:
  • the total number of Shares which would be issued, if each outstanding Offer made or Award granted pursuant to the Plan or any other employee incentive scheme of the Company were to be accepted and exercised; and
  • the number of Shares issued during the previous 3 years pursuant to the Plan or any other employee incentive scheme of the Company,

but disregarding any Offer made, or Awards granted or Shares issued upon the exercise of an Award by way of or as a result of an Offer:

• to a person situated at the time of receipt of the offer outside Australia;
• that did not need disclosure to investors because of section 708 of the Corporations Act; or
• made under a disclosure document in accordance with Chapter 6D of the Corporations Act,

will not exceed 5% of the total number of Shares on issue at the time the Offer is made or such other limit as may be specified by Applicable Law or the Company's Constitution from time to time.

(b) The maximum number of equity securities to be issued is not intended to be a prediction of the actual number of securities to be issued under the LTIP, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13(a)).

• (c) (Cooling off period) An Eligible Participant cannot acquire an Award under an Offer for monetary consideration until at least 14 days after receiving the Offer Document.
• (d) (Nature of Awards) Each Option or Performance Right entitles the participant holding the option or Performance Right, to subscribe for, or be issued with one Share. Any Share acquired pursuant to the exercise of an Award will rank equally with all existing Shares from the date of acquisition.
• (e) (Vesting) Awards may be subject to exercise conditions, performance hurdles or vesting conditions (Conditions). These Conditions must be specified in the Offer Document to Eligible Participants. In the event that a takeover bid for the Company is declared unconditional, there is a change of control in the Company, or if a merger by way of a scheme of arrangement has been approved by a court, then the Board may determine that:
  • (i) all or a percentage of unvested options will vest and become exercisable;
  • (ii) all or a percentage of Performance Rights will be automatically exercised; and
  • (iii) any Shares issued or transferred to a participant under the LTIP that have restrictions (on their disposal, the granting of any security interests in or over, or otherwise on dealing with), will be free from any restrictions on disposal.
• (f) (Exercise Period) The period during which a vested Award may be exercised will commence when all Conditions have been satisfied, waived by the Board, or are deemed to have been satisfied under the rules of the LTIP and the Company has issued a Vesting Notification to the participant, and ends on the Expiry Date (as defined at paragraph (2(b)(iv) below).
• (g) (Quotation of Plan Shares) The Company will apply for quotation of the Shares issued (or any unquoted Shares transferred) within the time required by the Listing Rules following the date of allotment. The Company will use reasonable endeavours to issue, where required to enable Shares issued on the exercise of an Option or vesting of a Performance Right to be freely tradeable on the ASX, a Cleansing Notice under section 708A(5) of the Corporations Act, if eligible, or a cleansing prospectus under section 708A(11) of the Corporations Act, at the time the Shares are issued. If a Cleansing Notice is required, but cannot be issued, the Company will use its best endeavours to impose an ASX Holding Lock on the Shares during the relevant restriction period to allow the Company to lodge a prospectus in relation to the Shares with ASIC which complies with the requirements of the Corporations Act and allows the Shares to be freely tradeable on the ASX.
• 1. (Disposal restrictions) Awards granted under the LTIP may not be assigned, transferred, novated, encumbered with a security interest (such as a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature) over them, or otherwise disposed of by a participant, other than to a nominated party in accordance with the LTIP, unless the prior consent of the Board is obtained; or such assignment or transfer occurs by force of law upon the death of a participant to the participant's legal personal representative.
• (a) (Cashless exercise) Participants may, at their election, elect to pay the exercise price for an option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise of the option (Cashless Exercise Facility). By using the Cashless Exercise Facility, the participant will receive Shares to the value of the surplus after the exercise price has been set off.

If a participant elects to use the Cashless Exercise Facility, the participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal to the value to the difference between the exercise price otherwise payable for the options and the then market value of the Shares at the time of exercise (determined as the volume weighted average price on the ASX over the five trading days prior to providing a notice of exercise).

• (b) (Lapse) Unvested Awards will generally lapse on the earlier of:

  • the cessation of employment, engagement or office of a relevant person;
  • the day the Board makes a determination that all unvested Awards and vested options of the relevant person will lapse because, in the opinion of the Board a relevant person has acted fraudulently or dishonestly, or is in material breach of his or her duties or obligations to the Company;
  • if any applicable Conditions are not achieved by the relevant time;
  • if the Board determines that any applicable Conditions have not been met and cannot be met prior to the date that is 5 years from the grant date of an Award or any other date determined by the Board and as specified in the Offer Document (Expiry Date); or
  • the Expiry Date.

• (c) (Leaver Provisions) Where a participant ceases to be employed or engaged by the Company and is not a "Bad Leaver" (as that term is defined in the LTIP), and the Awards have vested, they will remain exercisable until the Awards lapse in accordance with the LTIP rules or if they have not vested, the Board will determine as soon as reasonably practicable after the date the participant ceases to be employed or engaged, how many (if any) of those participant's Awards will be deemed to have vested and exercisable. Where a participant becomes a "Bad Leaver" (as that term is defined in the LTIP), all Awards, unvested or vested, will lapse on the date of the cessation of employment, engagement or office of that participant.

• (d) (Buy Back) Subject to compliance with applicable securities laws and the Listing Rules, the Company may Buy-Back Awards for an amount agreed with the Participant at any time.

• (e) (Change of control) If a change of control event occurs, the Board may in its discretion, determine the manner in which any or all of the holder's Options and Performance Rights will be dealt with, including without limitation, in a manner that allows the holder to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• (f) (Adjustment): If there is a reorganisation of the issued share capital of the Company (including any consolidation, subdivision, reduction or return), the Board may in accordance with the Listing Rules adjust the number of Options to which a Participant is entitled, and/or the Exercise Price of the Options; and adjust the number of Performance Rights to which a Participant is entitled.

• (g) (Disposal restrictions) The Board may, in its discretion, determine prior to an Offer being made, whether there will be any restrictions on the disposal of, the granting (or purporting to grant) of any Security Interest in or over, or otherwise on dealing with (or purporting to dispose or deal with), Shares issued or transferred to any Participant under the LTIP Rules.

• (h) (Amendment to Plan) Subject to the Listing Rules and the Constitution, the Board may at any time amend any provision of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. However, no amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purposes of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by Participants.

• (i) (Plan Duration) The Plan continues in operation until the Board determines to end it. The Board may at any time terminate the Plan or suspend the operation of the Plan for such period or periods as it thinks fit. However, during the suspended period or following termination the Board will otherwise continue to administer the Plan in accordance with these Rules until all Awards have vested, exercised or lapsed.

• (j) (Income Tax Assessment Act) The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

1. Terms of Performance Rights

(a) Milestones

The Performance Rights shall convert to Shares upon the Company achieving the applicable Milestone for that Class of Rights, prior to the applicable expiry date of that Class of Rights.

The Milestones and expiry dates for each Class of Rights is set out in section 2 below.

(b) Notification to holder

The Company shall notify the holder in writing when the Milestone has been satisfied.

(c) Conversion

Subject to paragraph (m), upon vesting, each Performance Right will, at the election of the holder, convert into one (1) Share.

(d) Share ranking

All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.

(e) Application to ASX

The Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

(f) Transfer of Performance Rights

The Performance Rights are not transferable.

(g) Lapse of a Performance Right

If the Milestone attached to the relevant Performance Right has not been satisfied within the time period set out in paragraph (a), the relevant Performance Rights will automatically lapse.

(h) Participation in new issues

A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

(i) Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

(j) Adjustment for bonus issue

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the number of Shares or other securities which must be issued on the conversion of a Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the Performance Right before the record date for the bonus issue.

(k) Dividend and Voting Rights

The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

(l) Change in Control

Subject to paragraph (m), upon:

• (i) a takeover bid under Chapter 6 of the Corporations Act having been made in respect of the Company and:
  • (A) having received acceptances for not less than 50.1% of the Company's Shares on issue; and
  • (B) having been declared unconditional by the bidder.
• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

then, to the extent Performance Rights have not converted into Shares due to satisfaction of the Milestone, Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a onefor-one basis.

(m) Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a Performance Right under paragraph (c) or (l) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:

• (i) holders may give written notification to the Company if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition; and
• (ii) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph (m)(i) within seven days if the Company considers

that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

(n) No rights to return of capital

A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

(o) Rights on winding up

A Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

(p) No other rights

A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

2. Conversion of the Performance Rights

(a) Milestones

Subject to sub-paragraph the Performance Rights will vest and be convertible into one (1) Share on the achievement of $20,000,000 of annual revenue by 30 June 2024 (validated by audited/reviewed financial reports); and

(Referred to as the Milestone).

For the avoidance of doubt, all calculations for the purposes of satisfying the Milestones will be based on the relevant accounting standards and will exclude:

• (i) one off or extraordinary revenue items;
• (ii) revenue received in the form of government grants, allowances, rebates or other hand-outs; and
• (iii) revenue or profit that has been manufactured to achieve the Milestone.

(b) Conversion of Performance Rights

• (i) Subject to paragraph (b)(ii) below, in the event a Milestone is satisfied, the Performance Rights held by the holders will convert into an equal number of the Company Shares. If the holder provides the Company with:
• (A) the certificate for the Performance Rights or, if the certificate for the Performance Rights has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its

relying on the declaration that the certificate has been lost, mutilated or destroyed; and

• (B) a notice in the form provided in the incentive performance rights plan addressed to the Company and signed by the Participant stating that the Participant request to convert the Performance Rights and specifying the number of Performance Rights which are to be converted.
• (ii) If the exercise of the Performance Rights into the Company Shares would result in the holder being in contravention of section 606(1) of the Corporations Act, then the conversion of such number of Performance Rights that would cause the contravention will be deferred until such time or times thereafter the conversion would not result in such a breach.

(c) No Conversion if Milestone not Achieved

To the extent that:

• (i) the Performance Rights have not converted into Shares on or before the date which is five (5) years from the Issue Date (Expiry Date), then all such unconverted Performance Rights will automatically consolidate into one Performance Right and will then convert into one Share; and
• (ii) the Performance Rights have not converted into Shares on or before the Expiry Date, then all such unconverted Performance Rights will automatically consolidate into one Performance Right and will then convert into one Share.

(d) After Conversion

The Shares issued on conversion of the Performance Rights will, as and from 5:00pm (WST) on the date of issue, rank equally with and confer rights identical with all other Shares then on issue and application will be made by the Company to ASX for official quotation of the Shares issued upon conversion.

(e) Conversion Procedure

The Company will issue the holders with a new holding statement for the Shares as soon as practicable following the conversion of the Performance Rights into Shares.

SCHEDULE 4 – VALUATION OF INCENTIVE PERFORMANCE RIGHTS

The Incentive Performance Rights to be issued to the Related Parties pursuant to Resolutions 9 to 11 have been valued by internal management, being the value of fully paid ordinary shares in the Company quoted on the Australian Securities Exchange Limited on 25 October 2022 of $0.03.

Assumptions:
Valuation date	25 October 2022
Market price of Shares	$0.03
Expiry date (length of time from issue)	30 June 2024
Indicative value per Incentive Performance Right	$0.03
Total Value of Incentive Performance Rights to be issued	$375,000

Note: The valuation is not necessarily the market price that the Incentive Performance Rights could be traded at and is not automatically the market price for taxation purposes.

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.

ANNUAL GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

STEP 1

The Chair of

the Meeting 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, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at 1/18 Olive Street, Subiaco WA 6008on 30 November 2022 at 8.30am WST, 11.30am AEDT and at any adjournment or postponement of that Meeting.

Chair's voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 9, 10 & 11 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair .

VOTING DIRECTIONS

		Resolutions	For	Against	Abstain*
P 2STE	1	Adoption of Remuneration Report	◼	◼	◼
	2	Re-election of Director – Steven Apedaile	◼	◼	◼
	3	Ratification of prior issue of Shares and Options - 2,000,000 Shares and 1,000,000 Options	◼	◼	◼
	4	Ratification of prior issue of Shares and Options - 2,333,333 Shares and 1,166,667 Options	◼	◼	◼
	5	Ratification of prior issue of Shares and Options - 2,666,667 Shares and 1,333,333 Options	◼	◼	◼
	6	Ratification of prior issue of Shares and Options - 5,333,334 Shares and 16,204,839 Options	◼	◼	◼
	7	Approval of 7.1A Mandate	◼	◼	◼
	8	Adoption of Employee Incentive Plan	◼	◼	◼
	9	Issue of Incentive Performance Rights to Director - Jude Upton	◼	◼	◼
	10	Issue of Incentive Performance Rights to Director - Li Chen	◼	◼	◼
	11	Issue of Incentive Performance Rights to Director - Steven Apedaile	◼	◼	◼

* 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.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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, all the shareholders should sign. If signed by the shareholder's attorney, the power 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

STEP 3

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

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 Resolutions 1, 9, 10 & 11, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1, 9, 10 & 11.

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 resolutions 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 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, all of the security holders 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 8.30am WST, 11.30am AEDT on 28 November 2022, 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.

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

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