ASF GROUP LIMITED — AGM Information 2012

Nov 13, 2012

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X MAY 2011
14 NOVEMBER 2012
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CHAIRMAN’S LETTER TO SHAREHOLDERS ON REQUESTED BOARD CHANGES

Rey Resources Limited (ASX:REY) has today despatched the attached letter to all shareholders of the Company in relation to a request to change the Board received from its shareholder, ASF Group Limited.

ENDS

For further information, please contact:

Shareholders:

Kevin Wilson Managing Director +61 8 9211 1999 / kwilson@reyresources.com

Media:

Richard Harris/Warrick Hazeldine Cannings Purple +61 8 6314 6300 / whazeldine@canningspurple.com.au

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1

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14 November 2012

Dear Shareholder

ASF Group seeks changes to the Rey Board

I would like to bring to your attention an important matter for Rey Resources ( Rey ) and its shareholders, which may have implications for the company and how you vote at the Annual General Meeting on 22 November 2012.

Rey has received a recent request from its largest shareholder, ASF Group Limited (ASX: AFA) ( ASF ) to reduce the size of the Board and to change the Board composition.

Since the request, we have had numerous discussions with ASF regarding Board composition to seek an acceptable outcome for all shareholders. Unfortunately, ASF and the non-ASF directors have not been able to reach agreement on the appropriate Board composition.

During these discussions, ASF has requested the resignation of all but one of the existing independent non-executive directors and has proposed the future appointment of a non-executive director introduced by ASF. ASF has also requested the resignation of the Executive Director - Strategy.

The view of the non-ASF directors on the Board is that it is not in the interests of all shareholders for any single shareholder to have representation at Board level which is not generally commensurate with its shareholding interest. ASF has a relevant interest of approximately 23 per cent of Rey and currently has two nominees on a Board of eight directors.

The non-ASF directors have already agreed that, following the recent appointment of the two ASF nominee non-executive directors, the Board is too large and it will be reduced to six by the resignation or retirement of two independent non-executive directors.

The non-ASF directors are particularly concerned with the ASF proposal to remove the Executive Director - Strategy and a further independent non-executive director from the Board because of the potential consequences of these changes to the business and the Board.

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If implemented, these changes would reduce the Board to four directors, two of whom are ASF nominees. As noted above, ASF has also indicated that it plans to seek the appointment of another independent non-executive director. These suggested changes should be carefully considered by shareholders in the context of the upcoming Annual General Meeting.

There are a number of resolutions being considered at the Annual General Meeting which will impact the Board composition. These include the re-election of four directors (including myself, your Chairman, and Mr Lex Graefe and the ASF nominees, Ms Min Yang and Mr Geoff Baker) and the possibility of a spill motion following a possible vote against the Remuneration Report.

Given the potentially significant ramifications for the composition of the Board and the future of the Company, you are urged to carefully consider your position when voting on the resolutions being considered at the AGM.

The non-ASF Directors on your Board consider that a balanced Board structure, with two executive, two independent non-executive and two ASF nominee directors is appropriate.

The Annual General Meeting will be held at 9am (Perth Time) on Thursday 22 November 2012 at The Park Business Centre, 45 Ventnor Avenue WA 6005.

If you have already voted by proxy and wish to change your vote, please complete and return the attached replacement Proxy Form.

Your Proxy Form must be received by no later than 9am (Perth Time) on Tuesday 20 November 2012.

If you have any questions please call the Rey Shareholder Information Line on 1800 785 131 or +61 2 8256 3250.

Yours sincerely

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Charlie Lenegan Chairman

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Rey Resources Limited

ABN 84 108 003 890

FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED BEFORE 9:00am (Perth Time) TUESDAY 20[TH] NOVEMBER 2012

TO VOTE ONLINE

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number: Please note it is important you keep this confidential

STEP 1 : VISIT www.boardroomlimited.com.au/vote/reyresourcesagm2012 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two 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 securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the 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 your votes. Fractions of votes will be disregarded.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 9:00am (Perth Time) on Tuesday, 20th November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited,

Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

www.boardroomlimited.com.au/vote/reyresourcesagm2012

or turnover to complete the Form 

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Rey Resources Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Rey Resources Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting OR (mark with an ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Rey Resources Limited to be held at The Park Business Centre, 45 Ventnor Avenue, West Perth, WA 6005 on Thursday 22 November 2012 at 9:00am (Perth time) and at any adjournment of that meeting, to act 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.

If the Chairman 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 in respect of resolutions 1,3,4 and 6 please mark this box. By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on resolutions 1,3,4 and 6 as set out below. If you do not mark this box, and you have not directed your proxy how to vote on resolutions 1,3,4 and 6, the Chairman of the Meeting will not cast your votes on resolutions 1,3,4 and 6 and your votes will not be counted in calculating the required majority if a poll is called on these items. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of resolutions 1,3,4 and against resolution 6.

I/we direct the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions on resolutions 1,3,4 and 6 as set out below (unless a specific voting direction has been specified below) and acknowledge that the Chairman of the Meeting may exercise my/our proxy even though resolutions 1,3,4 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if he has an interest in the outcome of these resolutions and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

The Chairman intends to vote all available proxies in favour of resolutions 1,3,4 and against resolution 6.

STEP 2 - Voting directions to your Proxy – please mark  to indicate your directions

STEP 2 - Voting directions to your Proxy – please markto indicate your directions	STEP 2 - Voting directions to your Proxy – please markto indicate your directions
Ordinary Business		For			Against			Abstain*
Resolution 1	Adoption of the 30 June 2012 Remuneration Report
Resolution 2 (a)	Re-election Mr Charlie Lenegan as director
Resolution 2 (b)	Re-election of Mr Lex Graefe as director
Resolution 2 (c)	Election of Ms Min Yang as director
Resolution 2 (d)	Election of Mr Geoff Baker as director
Special Business		For			Against			Abstain*
Resolution 3	Approval of the grant of performance rights under the Executive Incentive Rights Plan to Mr Kevin Wilson
Resolution 4	Approval of the grant of performance rights under the Executive Incentive Rights Plan to Maree Arnason
Resolution 5	Approval of Additional 10% Placement Capacity
Resolution 6	Spill Resolution

The Chairman of the Meeting intends to vote all available proxies in favour of each of the items of business. *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.

Note: This proxy form supersedes all other proxy forms that have been received or have been completed by the shareholder prior to this proxy form (irrespective of when received). A proxy form received by mail after receipt of this proxy form which is dated before this proxy form (or is not dated) will not override and supersede this proxy form, unless it is clearly indicated on the proxy form that that is the intention of the shareholder.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012