Spirit Telecom : 2016-10-25 Notice of Annual General Meeting

SPIRIT TELECOM LIMITED ACN 089 224 402 Notice of Annual General Meeting Explanatory Statement and Proxy Form

Date of Meeting:

THURSDAY, 24 NOVEMBER 2016

Time of Meeting:

2.00PM (AEDST)

Place of Meeting: Baker & McKenzie Level 19

181 William Street Melbourne Victoria, 3000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor without delay

SPIRIT TELECOM LIMITED

ACN 089 224 402

Registered office: Level 4, 100 Albert Road, South Melbourne Victoria 3205

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Members of Spirit Telecom Limited (the "Company") will be held at the offices of the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, 3000 at 2.00pm (AEDST) on Thursday, 24 November 2016.

AGENDA

The Explanatory Statement and proxy form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the proxy form in their entirety.

ORDINARY BUSINESS

Receipt and consideration of Accounts & Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2016.

Note: Except for as set out in Resolution 1, there is no requirement for shareholders to approve these reports. Accordingly no resolution will be put to shareholders on this item of business.

Resolution 1: Adoption of Remuneration Report

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

"That for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' report) for the financial year ended 30 June 2016 be adopted."

Resolution 2: Re-election of Mr Terence Gray as a Director of the Company

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

"That Mr Terence Gray, being a director who retires pursuant to the Constitution of the Company and being eligible for re-election offers himself for re-election, is hereby re-elected as a Director of the Company."

Resolution 3: Approval to issue 3,850,000 Performance Rights to Mr Geoffrey Neate (or his nominee)

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

"That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given to grant up to 3,850,000 Performance Rights (being a right to acquire up to 3,850,000 fully paid ordinary shares in the Company subject to satisfaction of relevant performance conditions) for no consideration to Mr Geoffrey Neate (a Director of the Company), or his nominee, as described in the Explanatory Statement accompanying this Notice of Meeting."

Resolution 4: Approval to issue 6,250,000 Options to Mr James Joughin (or his nominee)

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

"That for the purposes of ASX Listing Rule 10.11, and for all other purposes, shareholders approve, the issue of 6,250,000 options to Mr James Joughin (or his nominee) on the terms set out in the Explanatory Statement."

Resolution 5: Approval to issue 6,250,000 Options to Mr Terence Gray (or his nominee)

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

"That for the purposes of ASX Listing Rule 10.11, and for all other purposes, shareholders approve, the issue of 6,250,000 options to Mr Terence Gray (or his nominee) on the terms set out in the Explanatory Statement."

SPECIAL BUSINESS

Resolution 6: Approval of 10% Placement Facility

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

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum"

DATED this 24th day of October 2016 at Melbourne. By order of the Board

Melanie Leydin Company Secretary

Notes

1. Entire Notice: The details of the resolution contained in the Explanatory Notes accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the Annual General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7pm on the date 48 hours before the date of the Annual General Meeting will be taken, for the purposes of the Meeting, to be held by the persons who held them at that time. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

3. Proxies

4. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.

5. Each shareholder has a right to appoint one or two proxies.

6. A proxy need not be a shareholder of the Company.

7. If a shareholder is a company it must execute under its common seal or otherwise in accordance with it constitution.

8. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion of number of votes each proxy is appointed to exercise.

9. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder's votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

10. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation's constitution and Corporations Act.

11. To be effective, proxy forms must be received by the Company's share registry (Security Transfer Registrars Pty Ltd) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 2.00pm (AEDST) Melbourne time on Tuesday, 22 November 2016. Any proxy received after that time will not be valid for the scheduled meeting.

12. Corporate Representative

    Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

13. Voting Exclusion Statement: Resolution 1

The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) or a closely related party of such a member unless the vote cast as proxy for a person entitled to vote in accordance with a direction on the proxy form.

Any undirected proxies held by Directors or other Key Management Personnel or their closely related parties for the purposes of Resolution 1 (excluding the Chairman) will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chairman of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chairman's box on the proxy form you acknowledge that the Chairman of the meeting will vote in favour of this item of business as your proxy. The Chairman will vote undirected proxies in favour of Resolution 1.

Resolution 2

There are no voting exclusions on this resolution.

Resolution 3

In accordance with ASX Listing Rules, the Company will disregard:

• any votes cast on Resolution 3 by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associates of those Directors;

• any votes cast on Resolution 3 by Mr Geoffrey Neate or by his associates;

  In addition, the Corporations Act provides that a member of the Company's Key Management Personnel as disclosed in the Remuneration Report (which includes the Directors and the Chairman) or a closely related party of that Key Management Personnel, cannot cast a vote on Resolution 3 (in any capacity). However, such restrictions do not apply if the vote is cast:

• by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form specifying how the proxy is to vote; or

• by the Chairman of the meeting as proxy for a person who is entitled to vote and who does not specify the way the proxy is to vote.