Spirit Telecom : 2017-02-06 ST1 – Notice of General Meeting/Proxy Form

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

Date of Meeting:

MONDAY, 6 MARCH 2017

Time of Meeting:

10:00AM (AEDST)

Place of Meeting: Baker & McKenzie Level 19

181 William Street Melbourne Victoria, 3000

This Notice of 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 GENERAL MEETING

Notice is given that the General Meeting of Members of Spirit Telecom Limited (the Company) will be held at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria, 3000 at 10:00am (AEDST) on Monday, 6 March 2017.

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

Resolution 1: Ratification of Prior Share Issue

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the allotment and issue on 13 December 2016 of 83,407,037 fully paid ordinary shares in the Company at a deemed issue price of $0.027 (2.7 cents) per share as described in the Explanatory Statement."

Resolution 2: Consolidation of Share Capital

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

That, for the purposes of section 254H of the Corporations Act 2001 and ASX Listing Rule 7.20 and for all other purposes, the share capital of the Company be consolidated through the conversion of five (5) present shares into one (1) ongoing share, and that any resulting fractions of a share held by a shareholder in each account be rounded up to the next whole number of shares, with such consolidation to take effect in the manner and on the date described in the Explanatory Statement.

SPECIAL BUSINESS

Resolution 3: Approval for financial assistance in connection with the acquisition of issued shares in Phone Name Marketing Australia Pty Ltd

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

"That, in accordance with section 260B(2) of the Corporations Act 2001 (Cth), the Company approves by resolution the transactions described and contemplated in the Statement of Material Information required under section 260B(4) of the Corporations Act 2001 (Cth) and which accompanies the Notice to Members, and all elements of those transactions which may constitute the giving of financial assistance by the Subsidiary for the purpose of, or in connection with, the acquisition by the Company of issued shares in Phone Name Marketing Australia Pty Ltd (ACN 106 269 961)."

DATED this 2nd day of February 2017 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 General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm on the date 48 hours before the date of the 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 General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

3. Proxies

4. Votes at the 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 Australia Pty Ltd) no later than 48 hours before the commencement of the General Meeting, this is no later than 10.00am (AEDST) on Saturday, 4 March 2017. 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 by any person who participated in the issue and any associates of those persons.

    However the Company need not disregard a vote if it is cast by a person as a 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.

    Resolutions 2 and 3

    There are no voting exclusions on either resolution.

14. Enquiries

15. Shareholders are invited to contact the Company Secretary, Melanie Leydin on [phone] if they have any queries in respect of the matters set out in these documents.

    EXPLANATORY STATEMENT

    Resolution 1: Ratification of Prior Share Issue

    Background

    The Company is seeking shareholder approval to ratify the issue of 83,407,037 fully paid ordinary shares to professional and sophisticated investors as part of a Placement announced and issued on 13 December 2016.

    ASX Listing Rule 7.4 provides that a company may reinstate its capacity to issue up to 15% of the ordinary securities on issue in a 12 month period if shareholders ratify the previous issue of securities and the issue did not breach Listing Rule 7.1.

    ASX Listing Rule 7.5 requires that the following information be provided to shareholders for the purpose of obtaining shareholder approval pursuant to ASX Listing Rule 7.4:

16. the total number of fully paid ordinary shares in the Company that were issued are 83,407,037;

17. the Shares were issued at a deemed issue price of $0.027 (2.7 cents) per share;

18. the Shares allotted and issued rank equally with the existing Shares on issue;

19. the Shares were allotted and issued to professional and sophisticated investors; and

20. the funds raised from the issue were used primarily for finalising the acquisition of Phone Names, and on-going working capital requirements.

Director Recommendations

The Board recommends that shareholders vote in favour of Resolution 1. The Chairman of the meeting intends to vote undirected proxies in favour of this Resolution.

Voting Exclusions

The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associates of those persons.

However the Company need not disregard a vote if it is cast by a person as a 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.

Resolution 2: Consolidation of Share Capital

Background

As a capital management initiative, the Company proposes to consolidate its share capital through the conversion of five (5) present ST1 shares into one (1) ongoing ST1 share which will be listed on the ASX.

The proposed share consolidation will:

1. Ensure that each shareholder's proportionate interest in the Company remains unchanged, subject to rounding up of fractional entitlements to the next whole number of shares, and as the ongoing shares will be listed there are no adverse taxation consequences envisaged although Shareholders should seek individual advice; and

2. Reduce the number of ST1 shares from 920,251,253 to approximately 184,050,426 representing an 80% reduction in the number of shares on issue thereby making the number of shares on issue more manageable and at an expected share-price that investment parties would feel more comfortable with.

Key details for the share consolidation process, if approved by shareholders, are:

1. The share consolidation will take effect from 17 March 2017.

2. The share consolidation requires shareholder approval by ordinary resolution.