Magontec : Appendix 3B (Document 4)

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

This is Document 4 of 4 Appendices 3B lodged on 19 May 2017

Name of entity

Magontec Limited

ABN

510 1044 1666

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Unlisted Performance Rights

1 +Class of +securities issued or to be issued

17,920,607 Performance Rights (PRs)

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   The Performance Rights (PRs) -

   

   

   are issued at zero cost to the recipient;

   may partially or fully vest as/convert to, ordinary shares according to the extent to which an increase in the market price of ordinary shares satisfies pre-determined Board thresholds; and

   if converted, do so at zero conversion cost; and on the following timetable -

   o 31 Dec 2017 - 6,833,947

   o 31 Dec 2018 - 6,811,172

   o 31 Dec 2019 - 4,275,488

2. Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

   

   +securities, the amount outstanding and due dates for payment; if+convertible securities, the conversion price and dates for conversion)

   • As at the date of issue (19 May 2017) the PRs the subject of this notice are the second issue of an unquoted new class of security.

   • Also on 19 May 2017 the first issue of PRs of 46,427,210 was made (refer Appendix 3B dated 19 May 2017 being Document 3 of 4 Appendices 3B lodged on 19 May 2017).

   • The securities into which the PRs may convert (listed ordinary shares of Magontec Limited) will rank equally in all respects with existing listed ordinary shares of Magontec Limited.

3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

   +securities?

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     Nil

4. Issue price or consideration

   Issued to Executive Chairman of Magontec Limited in terms of Resolution 7 approved by shareholders at the Company's 2017 AGM and in terms of the Company's long term incentive plan for global management.

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

No

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6hin relation to the +securities the subject of this Appendix 3B, and comply with section 6i

NA

6b The date the security holder resolution under rule 7.1A was passed

NA

6c Number of +securities issued without security holder approval under rule 7.1

NA

6d Number of +securities issued with security holder approval under rule 7.1A

Nil

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Nil

6f Number of +securities issued under an exception in rule 7.2

NA

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

NA

6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

NA

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

19 May 2017

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
1,140,073,483	Fully Paid Ordinary Shares

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

Number	+Class
64,347,817	Performance Rights

1. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   No policy

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   Part 2 - Pro rata issue

   NA

3. Is security holder approval required?

   NA

4. Is the issue renounceable or non- renounceable?

   NA

5. Ratio in which the +securities will be offered

NA

14 +Class of +securities to which the offer relates

NA

15 +Record date to determine entitlements

NA

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   NA

2. Policy for deciding entitlements in relation to fractions

   NA

3. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   NA

4. Closing date for receipt of acceptances or renunciations