Quintis : Notice of Annual General Meeting/Proxy Form

QUINTIS LTD

ABN 97 092 200 854

NOTICE OF ANNUAL GENERAL MEETING TIME: 9:00am (WST) DATE: 15 December 2017 PLACE: QV1

Level 2, Conference Centre 250 St Georges Terrace Perth WA 6000

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.

Should you wish to discuss the matters in this Notice of Meeting please contact the Company Secretary on [phone].

CONTENTS
Business of the Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	8
Proxy Form	Attached
IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is given that the Meeting will be held at 9am on 15 December 2017 at:
QV1 Level 2, Conference Centre 250 St Georges Terrace Perth WA 6000
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITY

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 4pm (WST) on 13 December 2017.

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please either: -

• complete and sign the enclosed Proxy Form and return via mail, fax or by hand by the time and in accordance with the instructions set out on the Proxy Form; or

• lodge online at www.linkmarketservices.com.au, instructions as follows: Select 'Investor Login' and in the "Single Holding" section enter Quintis Ltd or the ASX code QIN in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your proxy form), postcode and security code which is shown on the screen and click 'Login'. Select the 'Voting' tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

  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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 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.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

  Transfer of non-chair proxy to chair in certain circumstances

  Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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 2017 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 2017."

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

   Voting Prohibition Statement:

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

3. a member of Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

4. a Closely Related Party of such a member.

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

6. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

7. the voter is the Chair and the appointment of the Chair as proxy:

8. does not specify the way the proxy is to vote on this Resolution; and

9. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

11. Resolution 2 - Re-election of director - Mr Michael Kay

12. 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 13.2 of the Constitution, and for all other purposes, Mr Michael Kay, a Director, retires by rotation, and being eligible, is re-elected as a Director."

    Dated: 13 November 2017 By order of the Board

    Simon Storm Company Secretary