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ALCHEMY RESOURCES LIMITED AGM Information 2012

Oct 8, 2012

64369_rns_2012-10-08_0dacd6ab-57ec-4162-8805-8443dd1c12b6.pdf

AGM Information

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ALCHEMY RESOURCES LIMITED

ACN 124 444 122

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10.00am (WST) DATE : 23 November 2012 PLACE : The Celtic Club 48 Ord Street West Perth, Western Australia 6005

Your Annual Report is available online at: www.alchemyresources.com.au

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 do not hesitate to contact the Company Secretary on (08) 9481 4400.

CONTENTS

Notice of Annual General Meeting (setting out the proposed Resolutions) Explanatory Statement (explaining the proposed Resolutions) Glossary Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Alchemy Resources Limited to which this Notice of Meeting relates will be held at 10.00am (WST) on Friday, 23 November 2012 at The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005.

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

HOW TO VOTE

Shareholders can vote by either:

  • attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

  • appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile not later than 10.00am (WST) on Wednesday, 21 November 2012.

VOTING IN PERSON

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the Meeting.

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Shareholders can download and fill out the “Appointment of Corporate Representative” form from the website of the Company’s share registry at www.securitytransfer.com.au.

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VOTING BY PROXY

  • A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

  • The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

  • A proxy need not be a Shareholder.

  • The proxy can be either an individual or a body corporate.

  • If a proxy votes, they must cast all directed proxies as directed.

  • If a proxy does not vote on a Resolution which has been directed by the Shareholder, the proxy for that Resolution will automatically default to the Chair, who will vote the proxy as directed.

  • If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit.

However, where a member of the Key Management Personnel or a Closely Related Party of such a member is appointed as a proxy, the proxy may only vote on Resolutions 1 and 6 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy.

  • If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on Resolution 1 (Adoption of the Remuneration Report) and if required Resolution 6 (Spill Resolution).

  • Should any resolution, other than those specified in this Notice of Meeting, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

  • If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

  • If a proxy has 2 or more appointments that specify different ways to vote on a Resolution then the proxy must not vote on a show of hands.

  • Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf.

  • If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed

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in this Notice of Meeting, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions.

LODGEMENT OF PROXY FORMS

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

  • (a) post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953;

  • (b) post to Security Transfer Registrars Pty Ltd, Alexandrea House, Suite1, 770 Canning Highway, Applecross, Western Australia 6153; or

  • (c) facsimile to Security Transfer Registrars Pty Ltd on facsimile number (08) 9315 2233 (International: +61 8 9315 2233),

so that it is received not later than 10.00am (WST) on Wednesday, 21 November 2012.

Proxy forms received after this time will be invalid.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at the close of business on 21 November 2012.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Alchemy Resources Limited will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005 at 10.00am (WST) on Friday, 23 November 2012.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company’s Annual Report for the year ended 30 June 2012 be adopted.”

The Remuneration Report is contained in the Directors’ Report in the Company’s Annual Report for the year ended 30 June 2012.

Note: Whilst the Corporations Act requires the Remuneration Report to be put to the vote, the vote on this Resolution is advisory only and does not bind the Directors of the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Prohibition Statement: 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, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person 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:

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

  • (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

  • (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – OSCAR AAMODT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, Oscar Aamodt, who ceases to hold office in accordance with clause 11.12 of the Company’s Constitution and, being eligible, offers himself for election, be re- elected a Director of the Company.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – LINDSAY DUDFIELD

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, Lindsay Dudfield, who ceases to hold office in accordance with clause 11.12 of the Company’s Constitution and, being eligible, offers himself for election, be reelected a Director of the Company.”

5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – ANTHONY HO

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, Anthony Ho, who ceases to hold office in accordance with clause 11.12 of the Company’s Constitution and, being eligible, offers himself for election, be re-elected a Director of the Company.”

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – SOFIA BIANCHI

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, Sofia Bianchi, who ceases to hold office in accordance with clause 11.12 of the Company’s Constitution and, being eligible, offers herself for election, be re-elected a Director of the Company.”

7. RESOLUTION 6 – SPILL RESOLUTION

If the outcome of Resolution 1 in this Notice of Meeting is such that at least 25% of the votes cast are against the adoption of the Remuneration Report, the Company is required to put the following resolution to the Meeting.

“That:

(a) a general meeting ( Spill Meeting ) of the Company's Shareholders be held within 90 days of this Annual General Meeting; and

(b) all the Company's Directors who were Directors of the Company when Resolution 1 was considered at this Annual General Meeting cease to hold office immediately before the end of the Spill Meeting; and

(c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.”

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Voting Prohibition Statement: 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, details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member.

However, a person 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:

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

(b) the voter is the chair of the meeting and the appointment of the chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the chair to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

DATED: 9 OCTOBER 2012

BY ORDER OF THE BOARD

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BERNARD CRAWFORD COMPANY SECRETARY ALCHEMY RESOURCES LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Alchemy Resources Limited (“ Alchemy ” or the “ Company ”).

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

1. FINANCIAL STATEMENTS AND REPORTS

The Corporations Act requires the Company to lay its Financial Report, Directors’ Report and Auditor’s Report for the last financial year before the Annual General Meeting.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company’s Auditor will also be present at the meeting and Shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company and the independence of the Auditor.

The Company’s 2012 Annual Report is available on the Company’s website at www.alchemyresources.com.au.

2. RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

2.1 Introduction

In accordance with section 250R(2) of the Corporations Act the Company is required to put a resolution at its Annual General Meeting to its Shareholders that the Remuneration Report be adopted.

The Directors’ Report for the year ended 30 June 2012 contains a Remuneration Report which explains the Board’s policies in relation to the nature and level of remuneration paid to Key Management Personnel (including Directors), and sets out remuneration details, service agreements and the details of any share based compensation.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. A reasonable opportunity will be provided for Shareholders to ask questions about, or make comments on, the Remuneration Report at the Annual General Meeting.

At the Company’s 2011 Annual General Meeting more than 25% of the votes cast were against the adoption of the Remuneration Report.

If at least 25% of the votes cast are against the adoption of the Remuneration Report at two consecutive Annual General Meetings, then the Company, as provided under Section 250(V) of the Corporations Act, must put a resolution (the “ Spill Resolution ”) to the second Annual General Meeting providing Shareholders with

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the opportunity to vote on whether the Company must hold another general meeting (the “ Spill Meeting ”) to consider the re-appointment of all directors (other than the Managing Director).

In the event that at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting the Company will be required to put the Spill Resolution (Resolution 6 in this Notice of Meeting) to the Meeting.

2.2 Voting on the Remuneration Report

Pursuant to the Corporations Act, if you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report (other than the Chair) or any Closely Related Party of that member as your proxy to vote on the Remuneration Report, you must direct the proxy how they are to vote. Where you do not direct a member of Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on the Remuneration Report, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution.

The above note on voting does not apply if the voter is the Chair of the meeting and the undirected proxy expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – OSCAR AAMODT

The Company’s Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next Annual General Meeting and is then eligible for re-election.

Mr Oscar Aamodt, appointed to the board on 25 November 2011, retires in accordance with clause 11.12 of the Constitution and being eligible, seeks reelection.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – LINDSAY DUDFIELD

The Company’s Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next Annual General Meeting and is then eligible for re-election.

Mr Lindsay Dudfield, appointed to the board on 25 November 2011, retires in accordance with clause 11.12 of the Constitution and being eligible, seeks reelection.

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5. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – ANTHONY HO

The Company’s Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next Annual General Meeting and is then eligible for re-election.

Mr Anthony Ho, appointed to the board on 25 November 2011, retires in accordance with clause 11.12 of the Constitution and being eligible, seeks re-election.

6. RESOLUTION 5 – RE-ELECTION OF DIRECTOR – SOFIA BIANCHI

The Company’s Constitution allows the Directors to appoint at any time a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next Annual General Meeting and is then eligible for re-election.

Ms Sofia Bianchi, appointed to the board on 1 March 2012, retires in accordance with clause 11.12 of the Constitution and being eligible, seeks re-election.

7. RESOLUTION 6 – SPILL RESOLUTION

As set out above in the Explanatory Statement relating to Resolution 1, in accordance with section 250R(2) of the Corporations Act the Company is required to put a resolution at its Annual General Meeting to its Shareholders that the Remuneration Report be adopted.

In the event that at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (Resolution 1 in this Notice of Meeting), being a “second strike” the Company will be required to put this Resolution 6 (i.e. the Spill Resolution) to the Meeting. If the Spill Resolution is approved by a simple majority of 50% or more of eligible votes cast, then a Spill Meeting must be held within 90 days of the Meeting where all the Directors of the Company who were in office when the Remuneration Report was passed, will (if desired) need to stand for re-election.

In the event that less than 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (Resolution 1 in this Notice of Meeting) the Company will not be required to put this Resolution 6 (i.e. the Spill Resolution) to the Meeting and the Resolution will be withdrawn.

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GLOSSARY

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investment Commission.

ASX means Australian Securities Exchange Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that the ASX declares is not a business day.

Closely Related Party of a member of the Key Management Personnel means:

  • a) a spouse or child of the member;

  • b) a child of the member’s spouse;

  • c) a dependent of the member or the member’s spouse;

  • d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • e) a company the member controls; or

  • f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Alchemy Resources Limited (ACN 124 444 122).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of Annual General Meeting including the Explanatory Statement.

Resolution means a resolution as set out in the Notice of Meeting, or any of them, as the context requires.

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Share means a fully paid ordinary share in the capital of the Company, unless specified to the contrary.

Shareholder means a holder of a Share.

Spill Meeting means a General Meeting called pursuant to Section 250V of the Corporations Act.

Spill Resolution means a Resolution put to the Annual General Meeting pursuant to Section 250V of the Corporations Act.

WST means Western Standard Time as observed in Perth, Western Australia.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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ALCHEMY RESOURCES LIMITED

REGISTERED OFFICE:

ABN: 17 124 444 122

LEVEL 2 72 KINGS PARK ROAD WEST PERTH WA 6005

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

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Code: ALY

Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 10.00am WST on Friday 23rd November 2012 at The Celtic Club 48 Ord Street West Perth, Western Australia 6005 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. ADOPTION OF THE REMUNERATION REPORT

  1. RE-ELECTION OF DIRECTOR - OSCAR AAMODT

  2. RE-ELECTION OF DIRECTOR - LINDSAY DUDFIELD

  3. RE-ELECTION OF DIRECTOR - ANTHONY HO

  4. RE-ELECTION OF DIRECTOR - SOFIA BIANCHI

6. SPILL RESOLUTION

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CAUTION: A vote for Resolution 6 is a vote to support the spill motion. The Chairperson intends to vote all undirected proxies against Resolution 6.

If the Chairperson of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in this box. By marking this box, you expressly authorise the Chairperson to exercise the proxy even though Resolutions 1 and 6 are connected directly or indirectly with the remuneration of a member of the key management personnel for the company, which may include the Chairperson.

The Chairperson intends to vote any such undirected proxies in favour of all Resolutions (except Resolution 6). The Chairperson intends to vote all undirected proxies against Resolution 6. If you do not mark this box, and you have not directed your proxy how to vote, the Chairperson will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

  • If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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Reference Number:

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7474387077

ALY

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of ALCHEMY RESOURCES LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of ALCHEMY RESOURCES LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

  • (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

  • (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.00am WST on Wednesday 21st November 2012, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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