AVIRA RESOURCES LTD — AGM Information 2015

Oct 14, 2015

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THE MATTERS RAISED IN THIS DOCUMENT WILL AFFECT YOUR SHAREHOLDING IN THE COMPANY. YOU ARE ADVISED TO READ THIS DOCUMENT IN ITS ENTIRETY BEFORE ATTENDING THE ANNUAL GENERAL MEETING WHICH HAS BEEN CONVENED BY AND IS REFERRED TO IN THIS DOCUMENT.

IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, FINANCIAL OR OTHER APPROPRIATE PROFESSIONAL ADVISER.

MGT RESOURCES LIMITED ACN 131 715 645

NOTICE OF ANNUAL GENERAL MEETING

and Related Information including

EXPLANATORY MEMORANDUM

THIS DOCUMENT COMPRISES A NOTICE OF ANNUAL GENERAL MEETING OF MGT RESOURCES LIMITED TO BE HELD AT DUNCAN DOVICO OFFICES, LEVEL 12, 90 ARTHUR STREET, NORTH SYDNEY, NEW SOUTH WALES, 2060 AT 11.00AM (AEDT) ON THE 18TH DAY OF NOVEMBER 2015. INCLUDED IN THIS DOCUMENTATION IS AN EXPLANATORY MEMORANDUM. NOTE THAT IN ORDER FOR ANY PROXIES TO BE VALID FOR USE AT THIS ANNUAL GENERAL MEETING THESE PROXIES MUST BE COMPLETED AND RETURNED TO COMPUTERSHARE INVESTOR SERVICES PTY LIMITED NO LATER THAN 11AM (AEDT) ON THE 16TH DAY OF NOVEMBER 2015.

MGT Resources Limited

Notice of Annual General Meeting

Table of Contents

PART	1	ABOUT THESE DOCUMENTS ................................................................................................... 1
PART	2	LETTER FROM THE COMPANY .............................................................................................. 2
PART	3	NOTICE OF ANNUAL GENERAL MEETING ......................................................................... 3
PART	4	NOTICE REQUIREMENTS FOR RESOLUTIONS .................................................................. 6
PART	5	EXPLANATORY MEMORANDUM ........................................................................................... 7
		SECTION1: INTRODUCTION.............................................................................................................. 7
		SECTION2 - EXPLANATION OFPROPOSEDRESOLUTIONS.................................................................. 7
PART	6	GLOSSARY OF TERMS ............................................................................................................ 13
PART	7	PROXIES AND PROXY FORMS .............................................................................................. 15

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PART 1 ABOUT THESE DOCUMENTS

Shareholders in MGT Resources Limited ACN 131 715 645 (the Company ) are being asked to consider the Resolutions set out in this Notice and the Explanatory Memorandum contained in these documents in connection with the transactions referred to in the Explanatory Memorandum.

You can vote by:

• (a) attending and voting at the Meeting; or

• (b) appointing someone as your proxy to attend and vote at the Meeting on your behalf, by completing and returning the Proxy Form in the manner set out on the Proxy Form. Part 7 of this document package comprises the Proxy Forms and the manner in which the Proxy Forms are to be completed is specified in Part 7. For the Proxy Form to be valid and therefore used at the meeting in accordance with your directions it is important that you properly follow the directions set out in the Proxy Forms.

Please read the whole of the document carefully and determine how you wish to vote. Once you have decided how you wish to cast your vote complete the Proxy Forms and forward them to Computershare as required or attend in person to vote on the relevant resolutions.

PART 2 LETTER FROM THE COMPANY

15 October 2015

Dear Shareholder

On behalf of the Board, I am inviting you to attend the Annual General Meeting of MGT Resources Limited (MGT or the Company) which has been convened on 18[th] November 2015 to:

• table the financial statements and reports of the Company for the financial year ended 30 June 2015;

• vote on the re-election of Directors;

• approval of additional 10% placement capacity

Directors Gary Kuo and Li Hai Jun retire in accordance with the Company Constitution and make themselves available for re-election.

A complete explanation of all resolutions can be found the Explanatory Memorandum in Part 5 of this document.

Your vote is important and as a Board we encourage you to either attend the Meeting in person or complete the Proxy Form accompanying the Notice of Annual General Meeting and return it in accordance with the directions provided.

Yours sincerely

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Jonathan Back

Executive Chairman and Managing Director

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PART 3 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of MGT Resources Limited ACN 131 715 645 (the Company ) will be held at Duncan Dovico Offices, Level 12, 90 Arthur Street, North Sydney, NSW, 2060 on the 18[th] day of November 2015 at 11.00am (AEDT).

Definitions

Unless expressly otherwise provided, each capitalised term used in this Notice has the same meaning as is ascribed to it in Part 6 - Glossary of Terms.

ORDINARY BUSINESS

1. Financial Reports

To receive and consider the Financial Reports of the Company including the balance sheet and profit and loss account and statements of cash flows of the Company, the consolidated financial statement, the directors' declaration and the reports of the Directors and auditors for the financial year ended 30 June 2015.

Note: The Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ended 30 June 2015 will be laid before the meeting. There is no requirement for Shareholders to approve those reports. Shareholders will be given an opportunity to raise questions of the Directors and the Company's auditor on the Accounts at the Annual General Meeting.

2. Resolution 1: Adoption of Remuneration Report

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

"That the Remuneration Report for the year ended 30 June 2015 included in the Directors' Report, which is attached to the Financial Statements as required under section 300A of the Corporations Act, be adopted by the Company."

Note: The Remuneration Report is set out on pages 35-40 of the 2015 Annual Report. In accordance with section 250R(3) of the Corporations Act, the votes cast in respect of this Resolution are advisory only and do not bind the Company.

Note: The Corporations Act prohibits any votes being cast on Resolution 1 by or on behalf of a person who is disclosed in the Remuneration Report as a member of the key management personnel of the Company (including the Directors and the Chairman) or a closely related party of that key management personnel. However, such a person may cast a vote on Resolution 1 as a proxy for a person who is permitted to vote and the appointment of the proxy specifies the way the proxy is to vote on the resolution.

3. Resolution 2: Re-election of Gary Kuo

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

"That Gary Kuo, having retired from his office as a Director in accordance with Rule 20.2 of the constitution of the Company and, being eligible, having offered himself for re-election, be re-elected as a Director."

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4. Resolution 3: Re-election of Li Hai Jun

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

"That Li Hai Jun, having retired from his office as a Director in accordance with Rule 20.2 of the constitution of the Company and, being eligible, having offered himself for re-election, be re-elected as a Director."

5. Resolution 4: Approval of additional 10% placement capacity

To consider, and if thought fit, to pass the following resolution as a special resolution:

“That for the purposes of ASX Listing Rule 7.1A and for all other purposes, the issue of up to 10% of the Company’s share capital calculated in accordance with Listing Rules 7.1A, and on the terms and conditions set out in the Explanatory Statement, is approved.”

6. Voting Exclusions

In accordance with the ASX Listing Rules, the Company will disregard any votes on the respective Resolutions cast by or on behalf of the following persons and their associates:

Resolution 2: Mr. Gary Kuo

Resolution 3: Li Hai Jun

Resolution 4: The Company will disregard any votes cast on Resolution 4 by any person who may participate in the proposed issue or any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, and any associate of such person.

However, the Company need not disregard a vote on Resolutions 2, 3 and 4 if it is cast by a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Important information concerning proxy votes on Remuneration related Resolutions

The Corporations Act prohibits Key Management Personnel and their Closely Related Parties from voting on resolutions connected directly or indirectly with the remuneration of a member of Key Management Personnel.

However, a member of the Company's Key Management Personnel, or a Closely Related Party of such a member, may cast a vote on Resolutions 2 and 3 if:

• they do so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed Resolution; and

• the vote is not cast on behalf of a member of Key Management Personnel, or a Closely Related Party.

If you appoint the Chairman as your proxy (whether intentionally or by default) you can direct the Chairman of the Meeting to vote for, against or abstain from voting on Resolutions 2 to 4 by marking the appropriate box on the proxy form, under the heading ‘Voting on Business of the Meeting’.

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If you appoint the Chairman as your proxy (whether intentionally or by default) and do not direct the Chairman how to vote in respect of Resolution 4, then the Chairman may not cast your votes in relation to those Resolutions. To avoid this mark the relevant box on the proxy form authorising the Chairman to cast undirected proxies in favour of Resolution 4. This express authorisation contained in your proxy form acknowledges that the Chairman may vote your proxy in favour of Resolutions 1, 2, 3 & 4, even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the Chairman.

Dated: 15 October 2015

By order of the Board

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Jacqueline Butler Company Secretary

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PART 4 NOTICE REQUIREMENTS FOR RESOLUTIONS

Resolutions being put to shareholders require 28 days (plus 3 days mailing) prior notice to shareholders to be given in this Notice of Annual General Meeting and such notice constitutes sufficient notice for the purposes of the Corporations Act and ASX Listing Rules.

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PART 5 EXPLANATORY MEMORANDUM

Section 1: Introduction

1.1 Background

The information in this Explanatory Memorandum is provided to shareholders in respect of the various matters, including corporate actions, transactions and requirements of the Corporations Act that are submitted to shareholders for their approval in compliance with various regulatory and statutory requirements.

1.2 Action required by Shareholders

The information contained in this documentation is important in deciding how shareholders should vote on the Resolutions. Shareholders should read all of the documents carefully and in their entirety. If you do not understand any part of the documentation or are in any doubt as to the course of action you should follow you should contact your legal, financial or other professional adviser immediately.

1.3 Vote on Resolutions

You are encouraged to attend and vote at the Meeting. If you are unable to do so or do not wish to attend the Directors urge you to use your vote by completing and returning the enclosed Proxy Form as directed - see Part 7.

SPECIAL BUSINESS

Section 2 - Explanation of Proposed Resolutions

2.1 Accounts and reports

The Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ended 30 June 2015 will be laid before the meeting. There is no requirement for Shareholders to approve those reports. Shareholders will be given an opportunity to raise questions of the Directors and the Company's auditor on the Accounts at the Annual General Meeting.

2.2 Resolution 1: Remuneration Report

Resolution 1 is proposed for the adoption of the Remuneration Report contained in the Directors’ Report referred to in the first item of the agenda set out in the Notice. Under the Corporations Act, the Company is required to present its Remuneration Report to Shareholders for adoption at its Annual General Meeting. The Remuneration Report of the Company for the financial year ended 30 June 2015 is set out in the Directors’ Report on pages 35-40 of the 2015 Annual Report.

The Statutory Accounts and Annual Report may be accessed at http://www.mgt.net.au/ or on the ASX company announcements platform using the ASX code: MGS. A copy may also be obtained by contacting the Company Secretary on (02) 9262 1122. Shareholders will be given ample opportunity to raise questions of the Directors on the Remuneration Report prior to the Resolution being put to Shareholders. The Resolution to adopt the Remuneration Report is a non-binding Resolution on the Company and its Directors.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report, the Company’s next Remuneration Report must explain the Board’s proposed action in response or explain why no action has been taken.

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In the following year, if at least 25% of the votes cast on the resolution that the Remuneration Report be adopted are against adoption, Shareholders will then vote to determine whether the Directors will need to stand for re-election. If more than 50% of the votes cast on the resolution are in favour, a separate re-election meeting must be held within 90 days.

The Board recommends that Shareholders vote in favour of adopting the Remuneration Report.

2.3 Resolution 2: Re-election of Director

Resolution 2 relates to the re-election of Gary Kuo as a Director of the Company. Under Rule 20.2 of the constitution of the Company, one-third of the Company’s Directors must resign and, if eligible, may be re-elected.

Gary Kuo has vacated his office as Director in accordance with Rule 20.2 and, being eligible, offers himself for re-election. The Directors (other than Gary Kuo) recommend that Shareholders vote in favour of this Resolution.

2.3 Resolution 3: Re-election of Director

Resolution 3 relates to the re-election of Li Hai Jun as a Director of the Company. Under Rule 20.2 of the constitution of the Company, one-third of the Company’s Directors must resign and, if eligible, may be re-elected.

Li Hai Jun has vacated his office as Director in accordance with Rule 20.2 and, being eligible, offers himself for re-election. The Directors (other than Li Hai Jun) recommend that Shareholders vote in favour of this Resolution.

2.4

Resolutions 4: Approval of additional 10% placement capacity

Under Resolution 4, the Company is seeking shareholder approval to create an ability to issue up to an additional 10% of the issued share capital of the Company under ASX Listing Rule 7.1A (10% Placement). Resolution 4 is a special resolution and requires approval of 75% of the votes cast by Shareholders present and eligible to vote. The only securities that the 10% Placement can cover are existing quoted securities, namely ordinary fully paid Shares.

Eligibility criteria

Under Listing Rule 7.1A, an eligible listed entity may, subject to shareholder approval by way of special resolution, issue Shares comprising up to 10% of its issued share capital in addition to the normal 15% new issue capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

Placement capacity under Listing Rule 7.1 and 7.1A

The 10% Placement is in addition to a listed entity’s usual 15% placement capacity under Listing Rule 7.1

As at the date of finalisation of this Notice of Meeting, the Company has 318,157,040 Shares on issue and therefore, in addition to any other Shares which it can issue under the permitted exceptions to Listing Rules 7.1 and 7.1A, it has the capacity to issue:

• 47,723,556 Shares under Listing Rule 7.1; and

• subject to shareholder approval being obtained under Resolution 4, 31,815,704 Shares under Listing Rule 7.1A.

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The actual number of Shares that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Shares in accordance with the formula in Listing Rule 7.1A.2.

Minimum issue price

In accordance with Listing Rule 7.1A, Shares issued by the Company under a 10% Placement can only be issued at a price that is not less than 75% of the VWAP (volume weighted average price) of the Shares calculated over the 15 trading days on which trades in its Shares were recorded immediately before:

• the date on which the issue price of the Shares is agreed; or

• the issue date (if the Shares are not issued within five trading days of the date on which the issue price is agreed)

Placement period

Shareholder approval under Listing Rule 7.1A is valid from the date of this AGM until the earlier to occur of:

• 12 months after the date of the AGM; and

• the date of approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX.

The approval under the Listing rule 7.1A will cease to be valid in the event that shareholders approve a transaction under Listing rules 11.1.2 or 11.2.

Shareholder approval under Listing Rule 7.1A does not lapse if the Company’s market capitalisation subsequently exceeds $300 million or if it is included in the S&P/ASX 300 Index at some time during that period provided that the Company meets those criteria on the date of the AGM.

Dilution to existing shareholdings

If Resolution 4 is approved by Shareholders and the Company issues Shares under the 10% Placement, there is a risk of economic and voting dilution to existing Shareholders as a result. Further, as the market price of the Company’s Shares may be significantly lower on the issue date than on the date of AGM approval, and because the Shares may be issued at a price that is at a discount to the market price on the issue date, there is a risk that the 10% Placement may raise less funding than it would based on current market prices.

As required by Listing Rule 7.3A.2, the table below shows a number of hypothetical scenarios for a 10% Placement where variable “A” in the formula in Listing Rule 7.1A.2 (representing the Company’s share capital) has increased by either 50% or 100%, and the share price has decreased by 50% or increased by 100% from the approximate share price as at the date of finalisation of this Notice of Meeting.

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Dilution Table

Dilution Table	Dilution Table
Share Capital (Variable ‘A’ in Listing Rule 7.1A.2)			Dilution Table
		$0.0195 50% decrease in Issue Price	$0.039 Issue Price	$0.078 100% increase in Issue Price
Current 318,157,040 Shares	Number of Shares	31,815,704	31,815,704	31,815,704
	Funds raised	$620,406	$1,240,812	$2,481,625
50% increase 477,235,560 Shares	Number of Shares	47,723,556	47,723,556	47,723,556
	Funds raised	$930,609	$1,861,219	$3,722,437
100% increase 636,314,080 Shares	Number of Shares	63,631,408	63,631,408	63,631,408
	Fundsraised	$1,240,812	$2,481,625	$4,963,250

The dilution table has been prepared on the following hypothetical assumptions. The Company does not represent that they will necessarily occur:

(a) the Company issues the maximum number of Shares available under the 10% Placement;

(b) any increase in Variable A (being the issued share capital at the time of issue) is due to an issue of Shares which is an exception in Listing Rule 7.2, for example a pro-rata rights issue. However, a 15% placement under Listing Rule 7.1 does not increase variable “A” for the purposes of calculating the placement capacity under Listing Rule 7.1A;

(c) the table shows only the effect of issues of Shares under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;

(d) the table does not show the dilution that may be caused to any particular Shareholder by reason of placements under Listing Rule 7.1A, based on that Shareholder’s holding at the date of the AGM. For instance, Shareholders will have different outcomes depending on whether or not they participate in a pro-rata issue which has the effect of increasing variable “A”;

(e) the Issue Price is assumed to be $0.039, being the approximate Share price on 7 October 2015 immediately prior to finalising this Notice of Meeting.

Purpose of the 10% Placement

The Company may seek to issue Shares under the 10% Placement for either:

• a cash issue price. In this case, the Company may use the funds for working capital or for other corporate purposes; or

• non-cash consideration, such as for the acquisition of new assets or investments, subject to any applicable ASX requirements.

In either case, the cash issue price or the value of the non-cash consideration must comply with the minimum issue price noted above.

Allocation policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue under the 10% Placement. The identity of the allottees under the 10% Placement will be determined on a case by case basis having regard to the factors including the following:

• the methods of raising funds that are available to the Company, including a rights issue or other issue in which existing shareholders can participate;

• the effect of the issue of the Shares on the control of the Company;

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• the financial situation and solvency of the Company; and

• advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% Placement have not been determined as at the date of finalisation of this Notice of Meeting and may include existing substantial Shareholders and/or new Shareholders, but the allottees cannot include any directors, related parties or associates of a related party of the Company without a further specific shareholder approval.

Voting exclusion

A voting exclusion statement is included in the Notice of Meeting. At the date of finalisation of the notice, the Company has not approached any particular existing Shareholder or an identifiable class of existing Shareholders to participate in the issue of the Shares. No existing Shareholder’s vote will therefore be excluded under the voting exclusion in the Notice of Meeting.

Previous approval

• (a) The Company previously obtained Shareholder approval under Listing Rule 7.1A at the Annual General Meeting held on 25 November 2014.

• (b) In the 12 months preceding the date of this Notice, the Company issued a total of 253,725,585 Equity Securities which represent 160% of the total number of Equity Securities on issue at 18 November 2014 (not including escrowed equity securities). The Equity Securities issued in the preceding 12 months were as follows:

Date of Issue	Number of Ordinary Shares	Number of Unlisted Options	Number of other securities	Amount raised and use of funds or non- cash consideration and current value of that non-cash consideration	Name of person issued to, or basis or issue	Price per security
9 Jan 2015	148,225,585	-	1,500,000 convertible notes	Nil – Securities issued prior to the Initial Public Offering, subject to ASX imposed escrow of 24th months from 9thJan 2013, released from escrow on 9th Jan 2015	Ordinary shares issued to Sophisticated Investors. Convertible notes issued to Armstrong Industries HK Limited.	Ordinary shares issued prior to the Company’s Initial Public Offering at Various Prices. Convertible notes issued prior to the Company’s Initial Public Offering at a conversion price of 20 cents on or before 4 May 2015.

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17 Feb 2015	30,000,000	24,000,000	-	$1,500,000 raised, used for exploration work and working capital purposes.	Auskong International Mining Investment Co., Limited	5 cents per share with free attaching option exercisable at 5 cents each expiring 31 Dec 2015. There were no discounts applied to the issue of shares and options.
10 Jun 2015	-	-	50,000,000 convertible notes	$1,500,000 raised, used for exploration work and working capital purposes.	Auskong International Mining Investment Co., Limited	3 cents per convertible note expiring any time within 12 months following completion. The Convertible notes were issued at a 23% discount to the closing market price of 3.9 cents on the date of issue.

Recommendation

As at the date of finalisation of these Explanatory Notes, the Company is seeking this form of available shareholder approval to enable a capital raising to be implemented if appropriate during the following year. Accordingly, shareholder approval of Resolution 4 is considered to be a prudent approach.

The Directors believe that Resolution 4 will provide the Company with flexibility to raise capital quickly if advantageous terms are available, and is in the best interests of the Company. The Directors recommend that Shareholders vote in favour of this Resolution.

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PART 6 GLOSSARY OF TERMS

Defined Terms

The following definitions are used in the Notice of Annual General Meeting and the Explanatory Memorandum:

Annual General Meeting means the annual general meeting of the Company to be held on 18[th] November 2015 pursuant to the Notice of Annual General Meeting;

ASX means ASX Limited ACN 008 624 691

Board means the Board of Directors .

Chairman means the chairman of the Board at the relevant time.

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 who may be expected to influence the member or be influenced by the member in the member’s dealings with the Company; e) a company the member controls; or a person prescribed by the Corporations Regulations 2001 (Cth).

Company means MGT Resources Limited ACN 131 715 645;

Constitution means the constitution of the Company, as amended from time to time;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a member of the Board of Directors of the Company.

Explanatory Memorandum means the explanatory memorandum set out in Part 5 of this document;

Key Management Personnel has the same meaning as in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any Directors of the Company.

Listing Rules means the Official Listing Rules of ASX.

Notice of Annual General Meeting or Notice means the notice of Annual General Meeting set out in Part 3 of this document;

Proxy Form means the proxy forms more particularly set out in Part 7 which forms part of these Documents.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the issued capital of the Company and Shares means any two or more of them; and

Shareholder means a holder of a Share.

Share Price means the share price of the Company as quoted on the ASX.

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Interpretation

In these documents, unless the context requires otherwise:

• (a) A reference to a word includes the singular and the plural of the word and vice versa;

• (b) a reference to a gender includes any gender;

• (c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

• (e) headings are included for convenience only and do not affect interpretation;

• (f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g) a reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) the terms "included", "including" and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) a reference to a statute or statutory provision includes but is not limited to:

• (i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation or instrument;

• (j) reference to "$", "A$", "Australian Dollars" , "dollars" or “cents” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia;

• (k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

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PART 7 PROXIES AND PROXY FORMS

• (a) Right to appoint : Each member entitled to vote at the meeting has the right to appoint a proxy to attend and vote for the member at the meeting. To appoint a proxy, use the Proxy Form sent out with this Notice.

• (b) A proxy or attorney is not entitled to vote while the member appointing them is present at the meeting.

• (c) Who may be a proxy : A member can appoint anyone to be their proxy. A proxy need not be a member of the Company. The proxy appointed can be described in the Proxy Form by an office held, eg "Chair of the Meeting".

• (d) Two proxies : A member who is entitled to two or more votes at the meeting, may appoint two proxies. Where two proxies are appointed:

• (i) a separate Proxy Form should be used to appoint each proxy; and

• (ii) the Proxy Form may specify the proportion, or the number, of votes that each proxy may exercise, and if it does not do so each proxy may exercise half of the votes.

• (e) Signature(s) of individuals : In the case of members who are individuals, the Proxy Form must be signed if the shares are held:

• (i) by one person, by that member, or

• (ii) in joint names, by any one of them.

• (f) Signatures on behalf of companies : In the case of members which are companies, the Proxy Form must be signed:

• (i) if it has a sole director who is also sole secretary, by that director (and stating that fact next to or under the signature on the Proxy Form); or

• (ii) in the case of any other company, by two directors or by a director and secretary.

The use of the common seal of the company on the Proxy Form is optional.

• (g) Lodgement place and deadline : Proxy forms must be received by the Computershare Investor Services with the original or a certified copy of the authority under which the Proxy Form is signed (if the Proxy Form is signed by an attorney or other representative):

BY MAIL: COMPUTERSHARE INVESTOR SERVICES PTY LIMITED GPO BOX 242, MELBOURNE, VICTORIA 3001 AUSTRALIA ONLINE: WWW.INVESTORVOTE.COM.AU BY FACSIMILE: 1800 783 447 (Within Australia) - +61 3 9473 2555 (Outside Australia

by no later than 11.00AM (AEDT) on the 16[th] day of November 2015.

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CORPORATE REPRESENTATIVES

A body corporate may appoint an individual to act as its representative to exercise any of the powers the body may exercise at meetings of a company's members. Unless otherwise stated, the corporate representative may exercise all of the powers the appointing body can exercise. The certificate evidencing the appointment of a corporate representative (or a photocopy or facsimile of it) shall be sufficient evidence of the authority of the representative. The certificate evidencing the appointment of a corporate representative (or a photocopy or facsimile of it) must be received by Computershare as outlined on the proxy form in Section 7 by no later than 11.00AM (AEDT) on the 16[th] day of November 2015.

MEMBERS WHO ARE ENTITLED TO VOTE

In accordance with Section 1109N of the Corporations Act , the Directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 7.00PM (AEDT) on the 16[th] day of November 2015.

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