Alkane Resources — AGM Information 2017

Oct 26, 2017

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

FOR THE ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD AT SIR STAMFORD AT CIRCULAR QUAY, 93 MACQUARIE STREET, SYDNEY NSW 2000 ON WEDNESDAY, 29 NOVEMBER 2017 AT 10.30am (SYDNEY TIME)

THIS DOCUMENT IS IMPORTANT

If you do not understand this document or are in doubt as to how you should vote, you should consult your stockbroker, solicitor, accountant or other professional adviser.

FOR THOSE SHAREHOLDERS WHO HAVE ELECTED TO RECEIVE A PRINTED COPY OF THE ANNUAL REPORT, THE 2017 ANNUAL REPORT ACCOMPANIES THIS NOTICE. THE REPORT IS ALSO AVAILABLE ON THE COMPANY’S WEBSITE: www.alkane.com.au

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Alkane Resources Ltd

ACN 000 689 216

NOTICE OF ANNUAL GENERAL MEETING

_____________

Notice is hereby given that the Annual General Meeting of Shareholders of Alkane Resources Ltd ( Alkane or the Company ) will be held at Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Wednesday, 29 November 2017 at 10.30am (Sydney time) ( Annual General Meeting or Meeting ).

ORDINARY BUSINESS

ACCOUNTS AND REPORTS

To receive and consider the financial report of the Company, the Directors' Report (including the Remuneration Report) and the Auditor’s Report for the year ended 30 June 2017.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

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

That the remuneration report, which forms part of the Directors’ report for the financial year ended 30 June 2017, be adopted.

Note : In accordance with section 250R(3) of the Corporations Act 2001 (Cth) ( Corporations Act ), the vote on this Resolution will be advisory only and does not bind the directors or the Company (each a Director and together the Directors ).

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR IAN JEFFREY GANDEL

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

That Mr Ian Jeffrey Gandel, who retires in accordance with rule 3.6(a) of the Company's constitution and, being eligible for re-election, be re-elected as a Director of the Company.

RESOLUTION 3: RE-ELECTION OF DIRECTOR – MR DAVID IAN CHALMERS

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

That Mr David Ian Chalmers, who retires in accordance with rule 3.6(a) of the Company's constitution and, being eligible for re-election, be re-elected as a Director of the Company.

RESOLUTION 4: ELECTION OF DIRECTOR – MR GAVIN MURRAY SMITH

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

That Mr Gavin Murray Smith, being eligible, be elected as a Director of the Company in accordance with rule 3.4 of the Company’s constitution.

RESOLUTION 5: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO THE MANAGING DIRECTOR

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

That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to grant 7,243,519 Performance Rights to Mr Nicholas Earner (or his nominee) (including the issue of Shares on the vesting and exercise of those

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Performance Rights) under the terms of the Alkane Resources Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 6: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO THE

TECHNICAL DIRECTOR

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

That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to grant 863,308 Performance Rights to Mr D Ian Chalmers (or his nominee) (including the issue of Shares on the vesting and exercise of those Performance Rights) under the terms of the Alkane Resources Performance Rights Plan on the terms and conditions set out in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

RESOLUTION 7: APPROVAL OF TERMINATION BENEFIT PROVISIONS FOR THE

MANAGING DIRECTOR

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

That, for the purposes of sections 200B and 200E of the Corporations Act and for all other purposes, approval is given for the Company to provide termination benefits to its Managing Director, Mr Nicholas Earner, in connection with Mr Earner ceasing to hold a managerial or executive office with the Company or a related body corporate, on the terms and conditions set out in the Explanatory Statement.

A Voting Exclusion Statement for this Resolution is set out below.

Dated: 25 October 2017

By order of the Board of Directors

Karen E V Brown

Company Secretary

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VOTING EXCLUSIONS AND PROHIBITIONS

Resolution 1: Pursuant to section 250R(4) of the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of:

• a member of the key management personnel of the Company's consolidated group (at the date of the meeting or whose remuneration is disclosed in the remuneration report) ( KMP ); and

• their closely related parties (such as close family members and any controlled companies),

(each a Prohibited Person ).

However, the Company will not disregard a vote if the vote is cast:

• by a Prohibited Person as proxy appointed in writing, that specifies how the proxy is to vote on a proposed Resolution, and the vote is not cast on behalf of a Prohibited Person; or

• by the Chairman of the Meeting as proxy for a person entitled to vote and who does not specify a voting direction on the proxy form provided that the proxy appointment expressly authorises the Chairman of the Meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of KMP.

Resolutions 5 and 6: The Company will disregard any votes cast on Resolutions 5 and 6 by, or on behalf of:

• any Director of the Company (except one who is ineligible to participate in the Alkane Resources Performance Rights Plan) and their associates; and

• a member of KMP (and their closely related parties), acting as proxy,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy appointment, or by the Chairman of the Meeting as proxy for a person entitled to vote and the proxy appointment expressly authorises the Chairman of the Meeting to vote undirected proxies as the Chairman sees fit and exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the KMP.

Resolution 7: The Company will disregard any votes cast on Resolution 7 by, or on behalf of:

• Mr Nicholas Earner and his associates; and

• a member of KMP (and their closely related parties), acting as proxy,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy appointment, or by the Chairman of the Meeting as proxy for a person entitled to vote and the proxy appointment expressly authorises the Chairman of the Meeting to vote undirected proxies as the Chairman sees fit and exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the KMP.

For the purposes of these voting exclusions and prohibitions :

• the KMP for the Company's consolidated group are those persons having authority and responsibility for planning, directing and controlling the activities of the Company's consolidated group, directly or indirectly, including any director (whether executive or otherwise) of a member of the Company's consolidated group;

• a closely related party of a member of KMP means:

• a spouse or child of the member;

• a child of the member's spouse;

• a dependant of the member or of the member's spouse;

• 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 dealings with the entity; or

• a company the member controls.

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NOTES

Intention of Chairman

The Chairman of the Meeting (where appropriately authorised) intends to vote all available undirected proxies in favour of all Resolutions.

Eligibility to vote

The board of Directors of the Company ( Board ) has determined, pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that persons who are registered holders of shares of the Company ( Shares ) as at 7.00pm (Sydney time) on Monday, 27 November 2017 will be entitled to attend and vote at the Annual General Meeting.

If more than one joint holder of Shares is present at the Annual General Meeting (whether personally, by proxy or by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Appointment of proxies

A Shareholder has the right to appoint a proxy, who need not be a Shareholder of the Company. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the appointment does not specify this proportion, each proxy may exercise half the votes.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Generally, these sections mean that if proxy holders vote, they must cast all directed proxies as directed, and any directed proxies that are not voted will automatically default to the Chairman of the Meeting, who must vote the proxies as directed. If the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands.

Information about voting by proxy, including appointing a proxy and lodging a Proxy Form, is set out in instructions included in the Proxy Form that accompanies this Notice of Meeting.

Votes by proxy must be received no later than 10.30am (Sydney time) on Monday, 27 November 2017. Proxy forms received later than this time will be invalid .

Corporate representatives

A body corporate which is a Shareholder, or that has been appointed as a proxy, may appoint a person to act as its representative at the Annual General Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Annual General Meeting evidence of his or her appointment as the body corporate's representative, including any authority under which the appointment is signed, unless it has previously been given to the Company.

SHAREHOLDER MEETINGS FOR VICTORIA AND WESTERN AUSTRALIA

Alkane will be hosting Shareholder information meetings in Melbourne, Victoria and Perth, Western Australia, and invite all Shareholders to attend. These meetings may be of particular interest to Shareholders resident in Victoria or Western Australia, or who are otherwise unable to attend the AGM in person in Sydney, New South Wales.

Please refer to the back page for details about these Shareholder information meetings.

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Alkane Resources Ltd

ACN 000 689 216

EXPLANATORY STATEMENT

_____________

This Explanatory Statement is prepared for the benefit of shareholders of Alkane ( Shareholders ) to better understand the Resolutions to be put to the Annual General Meeting of the Company to be held at Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Wednesday, 29 November 2017 at 10.30am (Sydney time).

This Explanatory Statement forms part of, and should be read together with, the notice of meeting and proxy form (together, the Notice or Notice of Meeting ).

ACCOUNTS AND REPORTS

The Company's financial report, the Directors' report (including the remuneration report) and the Auditor’s report for the year ended 30 June 2017 will be laid before the Annual General Meeting. A copy of the Company's 2017 Annual Report, which includes these reports, is available on the Company's website at www.alkane.com.au and on ASX's website www.asx.com.au.

There is no requirement for Shareholders to approve these reports. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions or make comments about these reports and the management of the Company. Shareholders will also be given a reasonable opportunity to ask the Company's auditor questions about the conduct of the audit, the preparation and content of the Auditor’s report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Corporations Act requires the Company to put a resolution to Shareholders that the remuneration report be adopted. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the outcome of the vote will be considered by the Company's Remuneration Committee and Nomination Committee when evaluating the remuneration arrangements of the Company in the future. However, the Corporations Act requires that, if a company's remuneration report receives an “against” vote of 25% or more at two consecutive annual general meetings, a resolution must be put at the later of the two annual general meetings that another meeting be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of that resolution must stand for re-election. In summary, members will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives "two strikes".

The Remuneration Report of the Company for the period ended 30 June 2017 is set out on pages 32 to 41 of the Company's 2017 Annual Report. This report includes information about the principles used to determine the nature and amount of remuneration, and sets out the remuneration arrangements for each Director and member of KMP.

As set out in the Remuneration Report, in determining executive remuneration, the Board aims to ensure that remuneration practices:

• (a) are competitive and reasonable, enabling the Company to attract and retain key talent while building a diverse, sustainable and high achieving workforce;

• (b) are aligned to the Company's strategic and business objectives and the creation of Shareholder value;

• (c) promote a high performance culture recognising that leadership at all levels is a critical element in this regard;

• (d) are transparent; and

• (e) are acceptable to Shareholders.

Further details regarding the Company's remuneration policy and structure as to executive and nonexecutive remuneration are set out on pages 33 to 35 of the 2017 Annual Report.

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Shareholders will be given a reasonable opportunity to ask questions about, or comment on, the remuneration report at the Annual General Meeting.

Directors' recommendation: The Directors recommend that Shareholders vote in favour of adopting the Remuneration Report.

RESOLUTIONS 2 and 3: RE-ELECTION OF DIRECTORS

Rule 3.6(a) of the Company's constitution provides that at each annual general meeting of the Company, one third of the Directors (other than the Managing Director) must retire from office. The Directors to retire at an annual general meeting are those who have held office the longest since their last election. If two or more Directors have held office for the same period, those Directors may agree between themselves which of them will retire otherwise they are to draw lots, and in any event no Director may hold office for more than three years without standing for re-election.

Mr Ian Jeffrey Gandel – LLB, BEc, FCPA, FAICD

In accordance with the Company's constitution, Mr Ian Jeffrey Gandel, having last been re-elected on 19 November 2014, retires as a Director of the Company and, being eligible, offers himself for re-election.

Mr Gandel is a successful Melbourne-based businessman with extensive experience in retail management and retail property. He has been a Director of the Gandel Retail Trust and has had an involvement in the construction and leasing of Gandel shopping centres. He has previously been involved in the Priceline retail chain and the CEO of a chain of serviced offices.

Through his private investment vehicles, Mr Gandel has been an investor in the mining industry since 1994. He is currently a substantial holder in a number of publicly listed Australian companies and, through his private investment vehicles, now holds and explores tenements in his own right in Victoria, Western Australia and New South Wales. Mr Gandel is also a non-executive director of Alliance Resources Ltd (appointed 15 October 2003) and in June 2016 was appointed non-executive chairman of that company. He was also nonexecutive chairman of Octagonal Resources Limited (appointed 10 November 2010) (this company sought delisting from ASX in February 2016 and converted to Pty Limited status in April 2016) and has been a director and non-executive chairman of Gippsland Limited (24 June 2009 - 14 April 2015).

Mr Gandel was appointed as non-executive Director on 3 July 2006 and has been non-executive Chairman since 1 September 2017. He is a member of the Audit Committee and is chairman of the Nomination Committee.

Directors' recommendation: The Directors (other than Mr Gandel because of his interest in this Resolution) unanimously recommend that Shareholders vote in favour of Resolution 2.

Mr David Ian Chalmers - MSc, FAusIMM, FAIG, FIMMM, FSEG, MSGA, MGSA, FAICD

In accordance with the Company's constitution, Mr David Ian Chalmers, having stepped down as Managing Director since the last Annual General Meeting, retires as a Director of the Company and, being eligible, offers himself for re-election as an executive Director.

Mr Chalmers is a geologist and graduate of the Western Australia Institute of Technology (Curtin University) and has a Master of Science degree from the University of Leicester in the United Kingdom. He has worked in the mining and exploration industry for over 45 years, during which time he has had experience in all facets of exploration and mining through feasibility and development to the production phase.

Mr Chalmers was first appointed a Director of the Company on 10 June 1986, firstly in the role of Technical Director and then as Managing Director from 5 October 2006. During his tenure he has had oversight of the Group 's (being Alkane and its wholly-owned subsidiaries) minerals exploration efforts across Australia (New South Wales and Western Australia), Indonesia and New Zealand, and the development and operations of the Peak Hill Gold Mine (NSW) and Tomingley Gold Operations. He has been key to the discovery and advancement of Alkane's world class Dubbo Project ( DP ).

As from 1 September 2017, Mr Chalmers has stepped down as Managing Director but remains on the Board as Technical Director providing ongoing support to the Group's management team with regard to the DP and the Group’s technical activities, ensuring the Group continues to benefit from his geological expertise and his substantial intellectual data base of knowledge on the DP, its products and their markets. He is a member of the Nomination Committee.

Directors' recommendation: The Directors (other than Mr Chalmers because of his interest in this Resolution) unanimously recommend that Shareholders vote in favour of Resolution 3.

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RESOLUTION 4: ELECTION OF NEW DIRECTOR

Mr Gavin Murray Smith - B.Com., MBA, MAICD

Rule 3.4 of the Company's constitution provides for election of new Directors at general meeting. As announced to ASX on 17 October 2017, Mr Gavin Murray Smith has been nominated as a Director of the Company. Being eligible (in accordance with rule 3.5 of the Company's constitution) and having provided his written consent to act, Mr Smith offers himself for election by Shareholders.

Mr Smith is an accomplished senior executive and non executive director within multinational business environments. He has more than 35 years' experience in information technology, business development, and general management in a wide range of industries and sectors. Mr Smith has worked for the Bosch group for the past 28 years in Australia and Germany and is the current Chair and President of Robert Bosch Australia. In this role Mr Smith has led the restructuring and transformation of the local Bosch subsidiary. Concurrent with this role, he is a non executive director of the various Bosch subsidiaries, joint ventures, and direct investment companies in Australia and New Zealand. In addition, Mr Smith is the Chair of the Internet of Things Alliance Australia (IoTTA), the peak body for organisations with an interest in the IoT.

Directors' recommendation : The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

RESOLUTIONS 5 AND 6: APPROVAL OF THE GRANT OF PERFORMANCE RIGHTS TO EXECUTIVE DIRECTORS

Resolutions 5 and 6 seek approval for

• (a) the grant of performance rights (pursuant to the terms of Alkane's Performance Rights Plan ( Plan )) ( Performance Rights ); and

• (b) the issue of Shares upon the vesting and exercise of those Performance Rights,

to the Company’s executive Directors, Messrs Nicholas Paul Earner and David Ian Chalmers (in his new role as executive Technical Director), under the Company’s Executive Incentive Scheme ( Scheme ) for executive long term incentives.

The terms of the Plan were approved by Shareholders at the Company's 2016 annual general meeting, and were summarised and set out in Annexure B to the Company's notice of 2016 annual general meeting. That notice is available at the Company's website.

In line with market practice, performance based incentive programs form a key component of total remuneration for Messrs Earner and Chalmers[1] . A significant portion of total annual remuneration has been placed at-risk to better align the executive Directors’ interests with those of Shareholders, to encourage long term sustainable growth and to assist with retention.

Resolutions 5 and 6 seek Shareholder approval for the grant of the following long term incentive ( LTI ) allocations for the financial year ending 30 June 2018 ( FY2018 ) and the issue of Shares (upon the vesting and exercise of those Performance Rights) in accordance with the Plan and Scheme:

Nicholas Paul Earner 7,243,519 Performance Rights David Ian Chalmers 863,308 Performance Rights

Details regarding the Performance Rights are set out below.

FY2018 LTI (for the three year period ending 30 June 2020)

The Scheme is an annual LTI scheme based on financial years, with performance periods of three years' duration set at the start of each financial year. The Scheme uses the Plan (as updated and approved by shareholders from time to time) as the vehicle for granting the appropriate incentives.

Under the Scheme, the LTIs are granted in two tranches of Performance Rights each year. Each tranche of Performance Rights has separate vesting conditions being share price growth and company milestone events, with the executives' LTI weighted more heavily to the share price growth tranche. .

Performance period

The FY2018 LTI grant will be performance tested from 1 July 2017 to 30 June 2020.

1 In the case of David Ian Chalmers, only the "Technical Services Salary" component of his fixed remuneration is relevant for determining his entitlement to, and allocation of, performance based incentives. See the Company's ASX announcement dated 21 August 2017 for further details of the components to Mr Chalmers' salary.

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Vesting conditions and performance hurdles

The FY2018 LTI grant to be made to Messrs Earner and Chalmers will vest (and be capable of exercise) subject to satisfaction of the following performance hurdles, described below:

• (a) one tranche of Performance Rights will be subject to the "share price growth" performance hurdles, being the Share Price Growth Performance Rights ; and

• (b) the second tranche of the Performance Rights will be subject to the "milestone events" performance hurdles, being the Milestone Performance Rights .

Each of the performance hurdles are mutually exclusive so that if only one of the hurdles is satisfied, vesting may still occur for that tranche of the FY2018 grant (that is, each of the Share Price Growth Performance Rights and Milestone Rights are tested and may vest separately).

Share Price Growth

In this section:

• (a) Starting Share Price is the monthly volume weighted average price ( VWAP ) of the June immediately prior to the financial year to which the LTI applies. The FY2018 LTI has the starting Share price of the June 2017 VWAP;

• (b) Final Share Price is used to determine vesting, which is the VWAP over 10 trading days following the release of the full year results of the third financial year of the relevant LTI period. The FY2018 LTI has the final share price of the 10 trading days following the release of the FY2020 full year results (which will be approximately the start of September 2020).

Allocation methodology and number of Share Price Growth Performance Rights The number of Performance Rights allocated for grant in the Share Price Growth tranche is determined by the following formula:

Number of Performance Rights = A x E x B

C x D

where:

• A executive’s "Base Salary Package" (as noted above in "Footnote 1", in the case of Mr Chalmers, " A " refers only to the Technical Services Salary component of his fixed remuneration package)

• B tranche weighting (70%)

• C "Right Value", which has the same as the Starting Share Price above – that is, the June VWAP of the month prior to the financial year in which the LTI applies

• D % vesting at target (50%)

• E "Target LTI %", as per the following table:

Financial Year	N P Earner Target LTI %	D I Chalmers Target LTI %
FY2018	225%	100%
FY2019 and subsequent years	100%	50%

Vesting conditions and performance hurdles: Vesting occurs in accordance with the following table:

Final Share Price vs Starting Share Price	% of Tranche to Vest
Final Share Price < 3 year growth at 10% cumulative annual growth rate (CAGR) (i.e. Final Share Price < Starting Share Price x 133%)	0%
3 year growth at 10% CAGR ≤ Final Share Price < 3 year growth at 15% CAGR (i.e. Starting Share Price x 133% ≤ Final Share Price < Starting Share Price x 152%)	Pro-rata from 0% to 50%
Final Share Price = 3 year growth at 15% CAGR (i.e. Final Share Price = Starting Share Price x 152%)	50%
3 year growth at 15% CAGR ≤ Final Price < 3 year growth at 30% CAGR (i.e. Starting Share Price x 152% ≤ Final Share Price < Starting Share Price x 220%)	Pro-rata from 50% to 100%
3 year growth at 30% CAGR ≤ Final Share Price (i.e. Starting Share Price x 220% ≤ Final Price)	100%

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Milestone Events

Allocation methodology and number of Milestone Performance Rights: The number of Performance Rights allocated for grant the "milestone events" tranche is determined by the following formula:

Number of Performance Rights = A x E x B

C x D

where:

• A executive’s "Base Salary Package" (as noted above in "Footnote 1", in the case of Mr Chalmers, " A " refers only to the Technical Services Salary component of his fixed remuneration package)

• B tranche weighting (30%)

• C "Right Value" is the same as the Starting Share Price in the Share Price Growth section above – that is, the June VWAP of the month prior to the financial year in which the LTI applies

• D % vesting at target (100%)

• E Target LTI % is as per the following table:

Financial Year	N P Earner Target LTI%	D I Chalmers Target LTI%
FY2018	225%	100%
FY2019 and subsequent years	100%	50%

Vesting conditions and performance hurdles: The milestone targets are set by the Board as part of the yearly budget cycle, and determined by the end of June for the LTI being offered in the following financial year.

The milestone targets and vesting criteria for the three year LTI period commencing and including FY2018 are those in the following table:

Milestone Target	% of tranche to vest
Financing obtained and development commenced of the DP by the end of the LTI period	33.33%
Commissioning of the DP commenced by the end of the LTI period	33.33%
Production of the DP at modelled rates of 65% capacity (which is the end of production year one target)	33.33%

For clarity, if the milestone target is not met, then the % of Milestone Performance Rights to vest is 0%.

ASX Listing Rule approval

ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval prior to the issue of securities under an employee incentive scheme to a Director of a company or his or her associates. As Messrs Earner and Chalmers are Managing Director and Technical Director (respectively) of the Company, approval is being sought for the purposes of ASX Listing Rule 10.14 and for all other purposes, to grant the Performance Rights to Mr Earner and Mr Chalmers (and the issue or transfer of any Shares on vesting and exercise of the relevant Performance Rights) in accordance with the terms and conditions of the Plan.

Further, if Resolutions 5 and 6 are approved for the purposes of ASX Listing Rule 10.14, pursuant to ASX Listing Rule 7.2 (Exception 14) a grant of Performance Rights or an issue of Shares (upon the vesting and exercise of those Performance Rights) will not reduce the Company's 15% placement capacity under ASX Listing Rule 7.1 and separate approval of Resolutions 5 and 6 is not required under ASX Listing Rule 7.1. In addition, approval under Listing Rule 10.14 is an exception to the prohibition on a company issuing shares to related parties without member approval under ASX Listing Rule 10.11.

Information required by ASX Listing Rule 10.15A

In accordance with ASX Listing Rule 10.15A, the Company provides the following information:

• (a) The Performance Rights will be granted to:

• (i) in respect of Resolution 5, Mr Nicholas Paul Earner, the Managing Director of the Company; and

• (ii) in respect of Resolution 6, Mr David Ian Chalmers, the Technical Director of the Company.

• (b) The maximum number of securities proposed to be issued in connection with Resolution 5 to Mr Earner is 7,243,519 Performance Rights (upon vesting and exercise, and in circumstances where all of these Performance Rights vest and are exercised, this entitles Mr Earner to 7,243,519 Shares).

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The maximum number of securities proposed to be issued in connection with Resolution 6 to Mr Chalmers is 863,308 Performance Rights (upon vesting and exercise, and in circumstances where all of these Performance Rights vest and are exercised, this entitles Mr Chalmers to 863,308 Shares).

(c) No cash consideration is payable by either Mr Earner or Mr Chalmers at the time of the grant of the Performance Rights, or upon the issue of Shares, as they are granted as part of the remuneration for Mr Earner's and Mr Chalmers' services to the Company as Managing Director and Technical Director (respectively). That is, the issue price for the grant of Performance Rights to each of Mr Earner and Mr Chalmers, and issue of Shares on vesting (and exercise) of those Performance Rights, is nil.

(d) The Plan was last approved by Shareholders at the Company's 2016 annual general meeting. Since that time, the Company has issued:

• (i) Mr Ian Chalmers 133,333 Shares under the terms of the Plan on the vesting and exercise of 133,333 FY2015 LTI Performance Rights. These Shares related to Performance Rights approved by Shareholders at the Company's 2014 annual general meeting; and

• (ii) Mr Nic Earner 146,666 Shares under the terms of the Plan on vesting and exercise of 146,666 FY2015 LTI Performance Rights. These Shares related to Performance Rights that were granted to Mr Earner before he became a Director. The Shares were also issued to Mr Earner priot to him becoming a Director.

In accordance with the terms of the Plan, the Shares were issued for nil consideration.

• (e) The only persons referred to in ASX Listing Rule 10.14, who are entitled to participate in the Plan are Mr Nicholas Earner and Mr D Ian Chalmers.

• (f) Voting exclusion statements for Resolutions 5 and 6 are included in this Notice.

• (g) No loan will be provided by the Company in relation to the grant of the relevant Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) to Messrs Earner or Chalmers.

• (h) Details of any securities (being, Performance Rights and Shares (upon the vesting and exercise of Performance Rights) issued under the Plan will be published in each annual report relating to a period in which the securities have been issued, with a statement that approval for the issue of those securities was obtained, if required, under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Plan after Resolutions 5 and 6 are approved and who were not named in this Notice, will not participate until Shareholder approval is obtained under ASX Listing Rule 10.14.

• (i) If Resolutions 5 and 6 are approved, the Company proposes to issue the Performance Rights to Messrs Earner and Chalmers as soon as practicable and, in any event, within three years from the date of this Annual General Meeting.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act also regulates the provision of "financial benefits" to "related parties" by a public company. For the purposes of Chapter 2E, Mr Earner, being the Managing Director, and Mr Chalmers, being the Technical Director, are "related parties" of the Company and the grant of the Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) pursuant to the Performance Rights will constitute the giving of "financial benefits".

The Board (other than Mr Earner in respect of Resolution 5 and Mr Chalmers in respect of Resolution 6) considers that the grant of the Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) to Mr Earner and Mr Chalmers (respectively) is an appropriate and reasonable component of their remuneration, and that the financial benefit represented by the grant of the Performance Rights (including the Shares issued on the vesting and exercise of those Performance Rights) falls within the "reasonable remuneration" exception in section 211 of the Corporations Act. For this reason, it is unnecessary to seek specific member approval of Resolution 5 or Resolution 6 for the purposes of Chapter 2E of the Corporations Act (as mentioned above, approval is being sought under ASX Listing Rule 10.14).

Sections 200B and 200E of the Corporations Act

The Corporations Act provides that the Company may only give a person a benefit in connection with their ceasing to hold a "managerial or executive office" in the Company, or its related bodies corporate, if it is approved by Shareholders or an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year's average base salary).

The term "benefit" is open to a wide interpretation and may include the early or accelerated vesting (allowing for subsequent exercise by the holder, where relevant) of Performance Rights under the Plan. As outlined in

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the summary of the Plan in the Company's 2016 notice of annual general meeting, early or accelerated vesting may occur, subject to the Directors' absolute discretion, in various circumstances including the end of employment with the Group, or on a change of control.

If the Board were to exercise its discretion to vest some or all of the Performance Rights early in the circumstances referred to above, this may amount to the giving of a termination benefit requiring Shareholder approval in accordance with the Corporations Act. Shareholder approval of Resolutions 5 and 6 are also being sought so that early or accelerated vesting (allowing for subsequent exercise by the holder, where relevant) of the Performance Rights and the issue of Shares (upon the vesting and exercise of the Performance Rights) do not count towards such maximum termination amounts for the purposes of the Corporations Act.

Details of Mr Earner’s remuneration, including other termination benefits, are set out in the announcement of his appointment as Managing Director, released to ASX on 21 August 2017. Similarly, details of Mr Chalmers remuneration, including termination, are set out in that same announcement.

The value of any benefits cannot be ascertained at the present time. The benefits will be the market value of Shares issued or transferred to Mr Earner or Mr Chalmers on vesting (and exercise, where relevant) of such benefits. Apart from the future share price being unknown, the following are matters which will or are likely to affect the value of the benefits:

• (a) the performance criteria determined to apply to the Performance Rights;

• (b) the reasons for cessation of employment;

• (c) the number of Performance Rights granted to Mr Earner or Mr Chalmers;

• (d) employee and Company performance factors used to determine vesting of Performance Rights;

• (e) the amount of other remuneration payable to Mr Earner or Mr Chalmers; and

• (f) the exercise of the Directors' discretion at the relevant time.

Directors' recommendation: The Directors (other than Mr Earner in respect of Resolution 5 and Mr Chalmers in respect of Resolution 6) unanimously recommend that Shareholders vote in favour of Resolutions 5 and 6. As Mr Earner has an interest in the outcome of Resolution 5 and Mr Chalmers has an interest in the outcome of Resolution 6, they make no recommendation to Shareholders as to how to vote on those Resolutions, respectively.

RESOLUTION 7: APPROVAL OF TERMINATION BENEFIT PROVISIONS FOR THE MANAGING DIRECTOR

As announced on 21 August 2017, Alkane entered into an executive employment agreement with Mr Nicholas Earner in respect of his engagement as Managing Director of the Company ( Executive Employment Agreement ).

Resolution 7 seeks approval from Shareholders under sections 200B and 200E of the Corporations Act for termination benefits that Mr Earner may be entitled to receive pursuant to the terms of the Executive Employment Agreement, if his employment with the Company is terminated.

Sections 200B and 200E of the Corporations Act

As mentioned above, the Corporations Act provides that the Company may only give a person a benefit in connection with their ceasing to hold a "managerial or executive office" in the Company, or its related bodies corporate, if it is approved by Shareholders or an exemption applies (for example, where the benefit together with other benefits does not exceed the payment limits set out in the Corporations Act, including where the aggregate benefits do not exceed one year's average base salary).

As the Managing Director, Mr Earner is a person that holds a "managerial or executive office" for the purposes of the Corporations Act.

The term "benefit" in open to a wide interpretation and, in this context, is broad and would include any payment in lieu of notice. It would also likely extend to early or automatic vesting and exercise of STIs and LTIs held by Mr Earner at the time of termination, including Performance Rights. However, the applicable restrictions would not extend to:

• (a) the payment of any salary to Mr Earner for the period up to the date of termination of employment; or

• (b) the payment of any pro-rated cash performance bonuses to Mr Earner for the period up to the date of termination of employment,

as such payments would not be in connection with the cessation of his employment.

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Termination payments under the Executive Employment Agreement

A payment will be exempt from the requirement to obtain Shareholder approval in circumstances where (among others):

• (a) the amount of the payment and the value of any other benefits is less than the statutory cap set by sections 200F and 200G of the Corporations Act; and

• (b) the payment is given under an agreement made between the company and the person before the person became the holder of the relevant office as consideration for the person agreeing to hold office; or

• (c) the payment is for past services the person rendered to the company or a related body corporate.

The statutory cap is determined by reference to the person's annual "base salary", but depends on the period in which the person has held a managerial or executive office at the company ( Relevant Period ). For example:

• (a) Where the Relevant Period is less than a year, the statutory cap is the person's estimated annual base salary proportionally adjusted to reflect the extent to which is the Relevant Period is less than a year.

• (b) Where the Relevant Period is one year, the statutory cap is the base salary that the person received from the company during the previous year.

Mr Earner's potential payments and other benefits under the Executive Employment Agreement are summarised below.

Under the terms of the Executive Employment Agreement, at the first annual general meeting after entry into the Executive Employment Agreement, Alkane is required to seek Shareholder approval under sections 200B and 200E of the Corporations Act for any termination benefits provided to Mr Earner under the Executive Employment Agreement, in case those benefits do not technically fall within one of the statutory exemptions under the Corporations Act.

If Shareholder approval is given, the value of any payments under the Executive Employment Agreement, or for past services rendered, will be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act, which set a statutory cap for such benefits.

The amount of any termination payment that may be made to Mr Earner will depend on a number of factors, including his remuneration, the circumstances in which he leaves office and the nature of the Company's operations at the relevant time. Accordingly, the precise amount cannot be ascertained at the present time.

Termination benefits under the Plan

As outlined in the Explanatory Statement in relation Resolutions 5 and 6 above, under the terms of the Plan, upon a security holder ceasing to be an "eligible participant" (eg ceasing to be employed by the Alkane Group), the Board has discretion to determine the early or accelerated vesting (allowing for subsequent exercise by the holder, where relevant) of Performance Rights held by the applicable holder.

As no exemption applies, Shareholder approval is sought so that early or accelerated vesting (and exercise) of Performance Rights in respect of any Performance Rights held by Mr Earner do not count towards the maximum termination benefits payable without Shareholder approval.

The value of the benefit that might be given by the exercise of the Board's discretion under the terms of the Plan will depend on a number of factors. Accordingly, the precise value of the removal of the automatic lapsing requirement cannot be ascertained at the present time. Apart from the future Share price being unknown, the following matters which will or are likely to affect the value of the benefits are also unknown:

• (a) the performance criteria determined to apply to the Performance Rights;

• (b) the reasons for cessation of employment;

• (c) the number of Performance Rights held by Mr Earner;

• (d) employee and Company performance factors used to determine vesting of Performance Rights;

• (e) the amount of other remuneration payable to Mr Earner; and

• (f) the exercise of the Directors' discretion at the relevant time.

Remuneration and Incentive Arrangements

Mr Earner's base salary, short-term incentive entitlements and long-term incentive entitlements (including under the Plan) were disclosed in the announcement dated 21 August 2017. To confirm:

• (a) Base Salary: $490,000 gross per annum (inclusive of statutory superannuation);

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• (b) STI and LTI: Mr Earner is eligible for such discretionary short term and long term incentives as may be determined by the Company. It is proposed under Resolution 5 to grant Mr Earner 7,243,519 Performance Rights for the FY2018 allocation where, to avoid doubt:

• (i) the grant of those 7,243,549 Performance Rights are being granted under the terms of the Plan;

• (ii) that number of FY2018 allocation of Performance Rights has been calculated in accordance with the formula described on pages 9 and 10 of this Notice;

• (iii) under the terms of the Executive Employment Agreement, the FY2018 allocation of Performance Rights may vest in circumstances described below.

Termination Provisions

The Executive Employment Agreement contains termination provisions to the following effect:

• (a) Resignation by Mr Earner

Mr Earner may resign:

• (i) at any time by giving Alkane three months' written notice; and

• (ii) by giving two weeks' written notice at any time during the 12 month period following the occurrence of a material diminution in respect of his status as Managing Director, due to a material diminution in his authority, duties, status, responsibilities his reporting relationship with the Board, or a permanent change to the corporate office location or expected regular work location.

(b) Termination by Alkane

Alkane may terminate the Executive Employment Agreement:

• (i) at any time by giving Mr Earner three months' written notice or payment in lieu of notice (or a combination of both);

• (ii) immediately and summarily, without notice or payment in lieu of notice, in certain circumstances, including where Mr Earner breaches the Executive Employment Agreement, engages in misconduct, fails to properly charge his duties or responsibilities, engages in conduct (either inside or outside the workplace) which is likely to adversely affect the reputation of Alkane or commits any other act which would entitle Alkane at common law to terminate his employment (without notice or payment in lieu of notice); and

• (iii) immediately, without notice or payment in lieu of notice, where Mr Earner is prohibited by law from acting as a director, or where Mr Earner becomes bankrupt or makes an arrangement with creditors.

• (c) Termination Payment Provisions

• (i) In circumstances where Mr Earner resigns as a result of a material diminution in the position, Mr Earner will be entitled to payment in lieu of 12 months’ notice, and short term incentives and long term incentives granted or issued but not yet vested to become vested and exercisable, subject to the payment of any exercise price and the terms of the applicable employee incentive arrangements.

• (ii) In circumstances where Alkane terminates the Executive Employment Agreement (by three months' written notice or payment in lieu of notice (or a combination of both)) Alkane must provide Mr Earner with:

  • payment in lieu of three months' notice, or a combination of three months' notice and payment in lieu of notice;

  • 12 months' payment; and

  • short term incentives and long term incentives granted or issued but not yet vested to become vested and exercisable, subject to the payment of any exercise price and the terms of the applicable employee incentive arrangements.

• (iii) In circumstances where Mr Earner resigns, Alkane must provide Mr Earner with payment in lieu of three months’ notice, or a combination of three months notice and payment in lieu of notice.

Potential Termination Benefits

Set out in the table below are the potential payments and other benefits that could arise under the Executive Employment Agreement in various different termination scenarios. As noted above, Resolution 7 seeks approval for the giving of benefits in connection with the termination of Mr Earner's employment. In summary:

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• (a) Any payment in lieu of notice under the Executive Employment Agreement and the removal of any automatic lapsing requirement under the Plan in respect of any Performance Rights held by Mr Earner at the time of termination would be considered to be benefits in connection with the termination of Mr Earner'semployment.

• (b) The payment of any salary, or the payment of any pro-rated cash performance bonuses, for the period up to the date of termination of employment under the Executive Employment Agreement would not be considered benefits in connection with the termination of Mr Earner's employment.

	Termination payment	STIs	LTIs
Resignation by Mr Earner	3 months' written notice or payment in lieu of 3 months' notice	All STIs granted or issued but not yet vested will become vested and exercisable, subject to the payment of any applicable exercise price and the terms of the applicable employee incentive arrangements.	All LTIs granted or issued but not yet vested will become vested and exercisable, subject to the payment of any applicable exercise price and the terms of the applicable employee incentive arrangements. In respect of any existing Performance Rights held at the time of termination, the Plan provides that the Board has the discretion to determine that, upon a security holder ceasing to be an eligible participant, that some or all of the Performance Rights may early or automatically vest and be capable of exercise (for example, as a result of an event such as a takeover bid or scheme of arrangement or the cessation of employment for a "Qualifying Reason").
Resignation by Mr Earner following a material diminution in position	Payment in lieu of 12 months' notice	All STIs granted or issued but not yet vested will become vested and exercisable, subject to the payment of any applicable exercise price and the terms of the applicable employee incentive arrangements.	See summary in row 1 in respect of the Board's discretion under the Plan, which will apply to any existing Performance Rights held at the time of termination.
Termination by Alkane with notice	3 months' written notice or payment in lieu of 3 months' notice plus 12 months' payment from the end of the period of written notice	All STIs granted or issued but not yet vested will become vested and exercisable, subject to the payment of any applicable exercise price and the terms of the applicable employee incentive arrangements.	See summary in row 1 in respect of the Board's discretion under the Plan, which will apply to any existing Performance Rights held at the time of termination.
Summary termination by Alkane	No entitlement	No entitlement	See summary in row 1 in respect of the Board's discretion under the Plan, which will apply to any existing Performance Rights held at the time of termination. In particular, the Plan has specific provisions about lapse of Performance Rights and the application of Board discretion in various circumstances, as summarised in the Company's notice of 2016 annual general meeting.

Directors' recommendation: The Directors (other than Mr Earner, because of his interest in the outcome of the Resolution) unanimously recommend that Shareholders vote in favour of Resolution 7.

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Alkane Resources Ltd

ACN 000 689 216

ANNEXURE

SHAREHOLDER INFORMATION MEETINGS

_____________

In addition to the Annual General Meeting being held in Sydney, New South Wales, Shareholders will also have the opportunity to attend information meetings in Melbourne, Victoria and Perth, Western Australia. Shareholders will be able to meet some of the Directors and Alkane staff, be provided an update on the business and the Company’s progress and ask questions of management about its plans for the Company.

See below for details.

	Date	Local Time Venue
MELBOURNE	30 November 2017	12.00pm – 2.00pm The Westin Melbourne 205 Collins Street Melbourne Victoria
PERTH	1 December 2017	11.00am – 1.00pm Holiday Inn Perth City Centre 778-788 Hay Street Perth Western Australia

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LODGE YOUR VOTE ONLINE

 ONLINE VOTE

www.advancedshare.com.au/investor-login

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MOBILE DEVICE VOTE

Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

VOTING/PROXY FORM I/We being shareholder(s) of Alkane Resources Ltd and entitled to attend and vote hereby: APPOINT A PROXY  PLEASE NOTE: If you leave the section blank, The Chairman of OR the Chairman of the Meeting will be your the meeting proxy. Do not insert your own name(s). or, if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Sir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Wednesday, 29 November 2017 at 10.30am (Sydney time) and at any adjournment or postponement of that Meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5, 6, and 7 (except where I/we have indicated a different voting intention below) even though these Resolutions 1, 5, 6, and 7 are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman. The Chairman of the Meeting intends to vote all eligible undirected proxies available to him in favour of each Resolution of Business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 5, 6 and 7 by marking an applicable box below. VOTING DIRECTIONS Resolutions For Against Abstain For Against Abstain 5 Approval of the grant of Performance 1 Adoption of Remuneration Report Rights to the Managing Director 2 Re-election of Director – 6 Approval of the grant of Performance Mr Ian Jeffrey Gandel Rights to the Technical Director 3 Re-election of Director – 7 Approval of termination benefit Mr David Ian Chalmers provisions for the Managing Director 4 Election of Director – Mr Gavin Murray Smith



or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 1 STEP 2	VOTING/PROXY FORM I/We being shareholder(s) of Alkane Resources Ltd and entitled to attend and vote hereby: APPOINT A PROXY The Chairman of the meeting OR PLEASE NOTE:If you leave the section blank, the Chairman of the Meeting will be your proxy. Do not insert your own name(s). or, if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held atSir Stamford at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on Wednesday, 29 November 2017 at 10.30am (Sydney time)and at any adjournment or postponement of that Meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5, 6, and 7 (except where I/we have indicated a different voting intention below) even though these Resolutions 1, 5, 6, and 7 are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman. The Chairman of the Meeting intends to vote all eligible undirected proxies available to him infavourof each Resolution of Business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made. If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 5, 6 and 7 by marking an applicable box below. VOTING DIRECTIONS Resolutions For Against Abstain For Against Abstain** 1 Adoption of Remuneration Report 5 Approval of the grant of Performance Rights to the Managing Director 2 Re-election of Director – Mr Ian Jeffrey Gandel 6 Approval of the grant of Performance Rights to the Technical Director 3 Re-election of Director – Mr David Ian Chalmers 7 Approval of termination benefit provisions for the Managing Director 4 Election of Director – Mr Gavin Murray Smith SAMPL
	* If you mark the Abstain box for a particular Resolution, 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. 
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
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	dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE. CHANGE OF ADDRESS CORPORATE REPRESENTATIVES Your address as it appears on Company’s share register. If this information is If a representative of a nominated corporation is to attend the meeting the incorrect, please make the correction on the form. Shareholders sponsored by appropriate “Certificate of Appointment of Corporate Representative” should a broker should advise their broker of any changes. be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry. APPOINTMENT OF A PROXY If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If SIGNING INSTRUCTIONS ON THE PROXY FORM you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Individual: Company. A proxy may be an individual or a body corporate. If you leave this Where the holding is in one name, the security holder must sign. section blank, or your named proxy does not attend the meeting, the Joint Holding: Chairman will be your proxy. Where the holding is in more than one name, any one of the security holders may sign. Power of Attorney: DEFAULT TO THE CHAIR OF THE MEETINGS If you have not already lodged the Power of Attorney with Advanced Share If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in Registry, please attach the original or a certified photocopy of the Power of accordance with your directions or does not attend the Meetings, then the Attorney to this form when you return it. proxy appointment will automatically default to the Chair of the Meetings, Companies: who is required to vote the proxies as directed. 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 VOTING DIRECTIONS – PROXY APPOINTMENT Secretary, a Sole Director can sign alone. Otherwise this form must be signed You may direct your proxy on how to vote by placing a mark in one of the by a Director jointly with either another Director or a Company Secretary. boxes opposite each Resolution. All your shares will be voted in accordance Please sign in the appropriate place to indicate the office held. with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares LODGE YOUR VOTE you wish to vote in the appropriate box or boxes. If you do not mark any of This Proxy Form (and any power of attorney under which it is the boxes on a given Resolution, your proxy may vote as they choose to the signed) must be received at an address given below by 10.30 am extent they are able. If you mark more than one box on a Resolution, your (Sydney time) on Monday, 27 November 2017, being not later vote on that Resolution will be invalid. than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting. PROXY VOTING BY KEY MANAGEMENT PERSONNEL If you wish to appoint a Director (other than the Chairman) or other member  ONLINE PROXY APPOINTMENT of the Company’s key management personnel, or their closely related parties, www.advancedshare.com.au/investor-login as your proxy, you must specify how they should vote on Resolutions 1, 5, 6 and 7, by marking the appropriate box. If you do not, your proxy will not be  BY MAIL able to exercise your vote for Resolutions 1, 5, 6 and 7. Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PLEASE NOTE: If you appoint the Chairman as your proxy (or if he is appointed PO Box 1156, Nedlands WA 6909 by default) but do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item),  BY FAX you will be expressly authorising the Chairman to vote as he sees fit on that +61 8 9262 3723 item.  BY EMAIL APPOINTMENT OF A SECOND PROXY admin@advancedshare.com.au You are entitled to appoint up to two persons as proxies to attend the  IN PERSON meeting and vote on a poll. If you wish to appoint a second proxy, an Advanced Share Registry Limited additional Proxy Form may be obtained by telephoning Advanced Share 110 Stirling Hwy, Nedlands WA 6009; or g Hwy, Nedlands WA 6009; or Hwy, Nedlands WA 6009; or y, Nedlands WA 6009; or Nedlands WA 6009; or ; or or Registry Limited or you may copy this form and return them both together.

If a representative of a nominated corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share

Joint Holding: Where the holding is in more than one name, any one of the security holders may sign. Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share

Registry, please attach the original or a certified photocopy of the Power of

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meetings, then the Attorney to this form when you return it. proxy appointment will automatically default to the Chair of the Meetings, Companies: who is required to vote the proxies as directed. 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 VOTING DIRECTIONS – PROXY APPOINTMENT Secretary, a Sole Director can sign alone. Otherwise this form must be signed You may direct your proxy on how to vote by placing a mark in one of the by a Director jointly with either another Director or a Company Secretary. boxes opposite each Resolution. All your shares will be voted in accordance Please sign in the appropriate place to indicate the office held.

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10.30 am (Sydney time) on Monday, 27 November 2017, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or g Hwy, Nedlands WA 6009; or Hwy, Nedlands WA 6009; or y, Nedlands WA 6009; or Nedlands WA 6009; or ; or or

• ALL ENQUIRIES TO Telephone: +61 8 9389 8033

To appoint a second proxy you must:

• (a) On each Proxy Form state the percentage of your voting rights or number of shares 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 your votes. Fractions of votes will be disregarded; and

• (b) Return both forms together.