MaxSec : 06/10/2017 Notice of AGM and Sample Proxy Form

MAXS EC

NOTICE OF ANNUAL GENERAL MEETING

MaxSec Group Limited (MSP)

ABN 89 000 029 265

The MSP Annual General Meeting will be held at the North Shore Corporate Centre, 810 Pacific Highway, Gordon NSW 2072 on Monday 6 November, 2017 at 2:00pm (Sydney time).

-- Agenda

Ordinary Business

1. Chairman's Welcome and Address

2. CEO's Report

3. Financial Statements and Reports

To receive and consider the Financial Statements, the Directors' Statement and the Reports of the Directors and the Auditor for the year ended 30 June,2017.

Note:Thereis no requirement for shareholders to approve these reports.

1. Remuneration Report

   To consider, andif thought fit , to pass the following ordinary resolution:

   • That the Remuneration Report for the year ended 30 June, 2017 be adopted.

Note: This resolution is advisory only and does not bind the directors or the Company.A vot ng exclusion statement applies to this resolution. Please refer to Explanatory Notes of this Notice titled 'Voting Exclusion Statement'.

1. Re-election of Director

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

   • That Mr Christopher Fergus a director retiring in accordance with Rule 10.3 of the Company's Constitution, and being eligible for re-election, is re-elected as a director of the Company.

1. Ratification of previous issue of shares

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

   • That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given to the previous issue and allotment of

61.5 million shares in the Company issued on 29 August, 2017 for consideration of $1,845,000 (at 3.0 cents per Share) as a result of a Private Placement, with the result of excluding those shares from the calculation of the number of securities that can be issued by the Company in a 12 month period within the 15% limit set out in ASX Listing Rule 7.1as detailed in the Explanatory Notes.

Note: A voting exclus ion statement applies to this resolution. Please refer to Explanatory Notes of this Notice titled 'Voting Exclusion Statement'.

1. Proposed issue of shares under private placement

   To consider, andif thought fit, to pass the following ordinary resolution:

   • That for the purpose of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue and allotment via a private placement of up to 80 million fully paid ordinary Shares in the Company at an issue price of at least (3.0) cents each.

Note:A voting exclusion statement applies to this resolution. Please refer to Explanatory Notes of this Notice titled'Vot ng Exclusion Statement'.

Other Ordinary Business

To deal with any other business that may be brought forward in accordance with the Company's Constitution and the Corporations Act.

Voting entitlements

For the purpose of voting at the Annual General Meeting,shareholders are those persons who are the registered holders of Company shares in the Share Register at 7:00pm (Sydney Time) Saturday 4 November, 2017.

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Proxies

A shareholder has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.

A Proxy Form accompanies this notice of meeting.The Proxy Form must be received at least 48 hours before the start of the meeting and may be: -

• delivered to Computershare,the share register of the Company , located at Level 5,115 Grenfell Street Adelaide SA 5000, or;

• posted to Computershare at GPO Box 242 Melbourne VIC 3001, or;

• sent by facsimile to Computershare on 1800 783 447 (within Australia) or [phone], or;

• delivered to the Company's registered office, located at Unit 29, 1Talavera Road, North Ryde, NSW 2113,or;

• sent by facsimile to the Company on [phone].

• Custodian voting - for intermediary Online subscribers (custodians) please visit.intermediaryonline.com to submit your voting intentions. By order of the Board

Geoffrey J. Cleaves Company Secretary 5 October, 2017

Explanatory Notes

Item A: Chairman's Welcome and Address

The Chairman will Welcome and Address Shareholders. After the address, questions from shareholders will be welcome.

Item B: CEO's Report

The CEO will address the meeting and discuss the performance and activities of the Company for the year ended 30 June, 2017. After the address, questions from shareholders will be welcome.

Item C: Financial Statements and Reports

The financial statements for the year ended 30 June, 2017 and the reports of the Directors and auditors will be laid before the meeting (as required by Section 317 of the Corporations Act). There is no requirement for a formal vote on this item.

Item D: Remuneration Report

The Remuneration Report for the year ended 30 June, 2017 is set out in the Company's 2017 Annual Report.A copy of the 2017 Annua l Report is available on the Company's website or on the ASX website www .asx.com.au under company announcements for MSP.

A resolution that the Remuneration Report will be put to a vote as an ordinary resolution (as required by Section 250R of the Corporations Act). The vote on this item is advisory only and does not bind the directors or the Company, however the Company will take the vote into consideration when reviewing the remuneration practices and policies.

The Chairman will allow a reasonable opportunity for shareholders to comment on and ask questions about the Remuneration Report at the meeting.

Under the Corporations Act 2001, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's directors (other than the Managing Director) must go up for re-election. The Company encourages all shareholders to cast their votes in respect of Item D (Remunerat ion Report).

Item E: Re-election of Director

Under Listing Rule 14.4 and the Company's Constitution, a director must not hold office (without re-election) past the third Annual General Meeting following the director's appointment or three years whichever is longer.

Mr Christopher Fergus will retire at the end of the meeting,and offers himself for re-election to the Board. The re-election will be open for discussion as an item of business and voted on as an ordinary resolution.

The following director offers himself for re-election to the Board:

Mr Chris Fergus - Executive Director

Mr Fergus is currently Executive Director & SVP Strategy & Business Development for MaxSec and Chief Executive Officer of its secure international logistics division, AVA Global.

Based in Dubai, Chris is a UK national and has extensive experience within the security integrat ion and services sectors, having previously worked for the FTSE 250 and world's leading security services provider, G4S, for over 20 years. Joining G4S as a graduate trainee in 1994, he worked across a number of continents in a number of roles, most recently as Regional Managing Director, Middle East, managing a portfolio of Security & FM joint ventures.

Chris is also a non-executive director of Future Fibre Technologies Limited.

The Board (excluding Mr Fergus) recommends the election of Mr Fergus as a director of the Company. Item F: Ratification of previous issue of shares

ASX Listing Rule 7.1 prohibits a listed company from issuing or agreeing to issue securities without obtaining prior shareholder approvalif the result

is that the amount of capital issued within the previous 12 months is greater than 15% of the total issued securities of the Company. Under ASX Listing Rule 7.4,an issue of securities will be treated as having been made with prior shareholder approval for the purpose of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 (ie. exceed the 15% limit referred to in ASX Listing Rule 7.1) and holders of ordinary securities subsequently approve it.

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The resolution pertaining to Item F of the Notice of Meeting seeks Shareholder approval under the provisions of ASX Listing Rule 7.4 to ratify the issue and allotment of Shares.

To enable Shareholders to ratify the previous issue and allotment of Shares within the prior 12 month period, the Directors provide the following information in accordance with ASX Listing Rule 7.5:

On 29 August, 2017, a total of 61,500,000 Shares were issued pursuant to a private placement to Future Fibre Technologies Limited. The Shares were issued at 3.0 cents for total consideration of $1,845,000. The purpose of the Private Placement was to raise funds for additional working capital and growth.

-- The Shares are fully paid ordinary shares and rank pari passu with existing ordinary shares and have identical rights.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution so as to enable the Company at any time during the next

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12 months to issue up to the full 15% limit referred to under ASX Listing Rule 7.1without further reference to Shareholders and without the Shares described above counting towards the calculation.

-The Directors do not believe that there are any disadvantages to the Shareholders which arise from a ratification of this issue of Shares and

recommend that the ordinary resolution be approved.

Item G: Proposed issue of shares under private placement

The Company is seeking Shareholder approval under ASX Listing Rule 7.1 to issue and allot up to a further eighty (80) million Shares at an issue price of not less than three (3.0) cents per Share within three (3) months of the AGM under the Private Placement.

Approva l under the ASX Listing Rules ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period where the total number of securities to be

issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except with the prior approval of members of the company in general meeting of the terms and conditions of the proposed issue.

Resolution F of the Notice of Meeting includes provision for Shareholders to approve the issue of Shares under the terms of the Private Placement, pursuant to ASX Listing Rule 7.1.

For the purposes of requirement for approval under ASX Listing Rule 7.1, the following additional information is provided:

1. the maximum number of securities to be issued is eighty (80) million Shares;

2. the Shares,the subject of this resolution, will be issued and allotted within three (3) months of the AGM;

3. the Shares will be issued for no less than three (3.0) cents each;

4. the Shares issued under the Private Placement will be allotted to sophisticated and professional investors, at the discretion of the Company, taking into account the provisions of the ASX Listing Rules and the Corporations Act. The allottees will not be related parties of the Company;

5. the Shares will be fully paid ordinary shares and will rank pari passu with existing ordinary shares and have identical rights;

6. the Company will apply for the Shares to be quoted on ASX ;

7. the funds raised under the Private Placement will be used to provide short term working capital assistance to strengthen the financial position of MSP's current operating business and to give the Company additional capital flexibility, including for the potential repayment of Company debt; and

8. a voting exclusion statement is included in the Explanatory Notes.

The Directors unanimously recommend that Shareholders vote in favour of the ordinary resolution. In making their recommendation,the Directors advise Shareholders to read these Explanatory Notes in their entirety.

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Voting Exclusion Statement

MaxSec Group Limited shall disregard any votes cast in respect of Items D & E by key management personnel or their closely related parties (or any person voting on their behalf).

However,the Company will not disregard a vote on Items D & E if:

• it is cast by a person as proxy for a member who is entitled to vote. in accordance with the directions on the proxy form;or

  + it is cast by the Chairman of the meeting as proxy for a member who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

  + it is cast by the Chairman as proxy for a person who is permitted to vote, and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of key management personnelof the Company.

  Voting Exclusion Statement in accordance with listing rule 7.5.6 for resolutions Item F: The entity will disregard any votes cast on a resolution by:

• Future Fibre Technologies Limited;and

• any of its associates.

  However. the entity need not disregard a vote if:

  + itis cast by a person as proxy for a person who is entitled to vote,in accordance with the directions on the proxy form;or

  + it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

  Voting Exclusion Statement in accordance with listing rule 7.3.8 for resolution Item G The entity will disregard any votes cast on a resolution by:

  + A person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• an associate of that person (or those persons).

  However, the entity need not disregard a vote if:

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

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

  Undirected Proxies

  If the Chairman is appointed as a proxy, they are not permitted to vote undirected proxies on various matters, including some remuneration matters and related party matters. unless express authority to do so is given by the appointing shareholder. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

  Glossary

• Company means MaxSec Group Limited,

  + Computershare means Computershare Investor Services Pty. Limited which manages the Company's Share Registry,

• Corporations Act means the Corporation Act 2001 (Commonwealth).

  + Key Management Personnel of MaxSec Group Limited are the directors of MSP and other persons having authority and responsibility for planning, directing and controlling the activities of MSP, directly or indirectly and whose remuneration is included in the Remuneration Report. The Remuneration Report identifies MSP's key management personnelfor the financial year to 30 June.2017. Their closely related parties are defined in the Corporations Act 2001, and include certain of their family members, dependants and companies they control,

• Share(s) means ordinary shares in the share capital of the Company,

+ Remuneration Report means the Remuneration Report which forms part of the Directors' Report of the Company for the year ended 30 June,2017 as set out in the Company's 2017 Annual Report.

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