BENJAMIN HORNIGOLD LIMITED — AGM Information 2017

Oct 30, 2017

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Benjamin Hornigold Limited ACN 614 854 045

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Benjamin Hornigold Limited ( Company ) will be held on Thursday 30 November 2017 at 12:00pm - midday (Brisbane time) at the Queensland Club, 19 George Street, Brisbane QLD 4000.

Financial statements and reports

To receive and consider the Company’s Directors’ Report, Financial Statements and Auditor’s Report for the year ended 30 June 2017.

Note: There is no requirement for shareholders to approve these reports.

Resolution 1: Election of director

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

“That Mr Stuart McAuliffe, who was appointed as a director on 28 September 2016 and who retires in accordance with rule 19.2 of the Company’s Constitution, be elected as a director of the Company”.

Note: The non-candidate directors support the election of Mr Stuart McAuliffe.

Resolution 2: Election of director

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

“That Mr Simon Richardson, who was appointed as a director on 14 February 2017 and who retires in accordance with rule 19.2 of the Company’s Constitution, be elected as a director of the Company”.

Note: The non-candidate directors support the election of Mr Simon Richardson.

Resolution 3: Election of director

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

“That Mr Peter Aardoom, who was appointed as a director on 14 February 2017 and who retires in accordance with rule 19.2 of the Company’s Constitution, be elected as a director of the Company”.

Note: The non-candidate directors support the election of Mr Peter Aardoom.

Resolution 4: Election of director

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

“That Mr Vincent Gordon, who was appointed as a director on 14 March 2017 and who retires in accordance with rule 19.2 of the Company’s Constitution, be elected as a director of the Company”.

Note: The non-candidate directors support the election of Mr Vincent Gordon.

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Resolution 5: Election of director

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

“That Mr Bryan Cook, who was appointed as a director on 7 September 2017 and who retires in accordance with rule 19.2 of the Company’s Constitution, be elected as a director of the Company”.

Note: The non-candidate directors support the election of Mr Bryan Cook.

Resolution 6: Remuneration report

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

“That the Company adopt the Remuneration Report for the financial year ended 30 June 2017”.

Voting Exclusion: This resolution is advisory only and does not bind the Company or the directors. The directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company’s remuneration policies. The Company will disregard any votes cast on this resolution:

• (a) by or on behalf of any KMP member whose remuneration details are included in the Remuneration Report, and by any of their Closely Related Parties, regardless of the capacity in which the votes are cast; and

• (b) by any person who is a KMP member as at the time the resolution is voted on at the AGM, and by any of their Closely Related Parties, as a proxy, unless the votes are cast as a proxy for a person who is entitled to vote on the resolution:

• (i) in accordance with a direction in the proxy appointment; or

• (ii) by the Chairman of the AGM in accordance with an express authorisation in the proxy appointment to cast the votes even if the resolution is connected directly or indirectly with the remuneration of a KMP member.

Resolution 7: Increase of remuneration cap for Directors of the Company

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

“That in accordance with Listing Rule 10.17 of the Official Listing Rules of the ASX Limited (ASX) and rule19.5 of the Company's Constitution, the total aggregate annual remuneration payable to Directors of the Company be increased by $250,000, from $200,000 to a maximum of $450,000.”

Voting Exclusion: The Company will disregard any votes cast on this resolution:

• (a) by the Directors of the Company, and by any Associates of the Directors of the Company; and

• (b) by or on behalf of any KMP member (which includes the Chairman) of the Company, or by any of their Closely Related Parties, who are appointed as a Shareholder’s proxy;

unless the votes are cast:

• (c) by a person as a proxy for a person who is entitled to vote on the Resolution, in accordance with a direction in the proxy appointment; or

• (d) by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with an express authorisation in the proxy appointment to vote undirected votes as the Chairman decides even if the resolution is connected directly or indirectly with the remuneration of Directors.

Resolution 8: Approval of 10% additional placement facility

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

“That for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to have the additional capacity to issue equity securities under Listing Rule 7.1A, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, and on the terms and conditions set out in the Explanatory Statement”.

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who may participate, or has agreed to participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) if the resolution is passed, and any associate of any such person. However, the Company need not disregard a vote if it is cast by a person as a proxy for 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 the directions on the Proxy Form to vote as the proxy decides.

Note: The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

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Resolution 9: Appointment of auditor

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

“That, pursuant to and in accordance with section 327B of the Corporations Act and for all other purposes, KPMG, having consented to act as the Company’s auditor, is appointed as the Company’s auditor on the terms and conditions in the Explanatory Memorandum”.

Note: The Directors recommend that Shareholders vote in favour of this Resolution.

By order of the Board of Directors

Kevin Mischewski Company Secretary 30 October 2017

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Entitlement to vote

The Directors have determined that, for the purpose of voting at the Meeting, shares in the Company will be taken to be held by the Shareholders on 28 November 2017 at 7:00pm (Sydney time).

PROXIES

In accordance with Section 249L of the Corporations Act 2001, Shareholders are advised that:

• each Shareholder who is entitled to attend and cast a vote at the meeting has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is 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 no proportion or number is specified, then in accordance with Section 249X(3) of the Corporations Act, each proxy may exercise half of the votes. Fractions are disregarded.

• If you wish to appoint a proxy and are entitled to do so, please complete and return the attached proxy form.

• A corporation may elect to appoint a representative rather than a proxy, in accordance with the Corporations Act. In this case, the Company will require written proof of the representative’s appointment, which must be lodged with or presented to the Company prior to the meeting.

The instrument appointing the proxy must be received by the Company’s Registry at the address specified below at least 48 hours before the time notified for the Meeting (proxy forms can be lodged by facsimile).

Postal Link Market Services Limited Address Link Market Services Limited Address Locked Bag A14 1A Homebush Bay Drive Sydney South NSW 1235 Rhodes NSW 2138 during business hours Monday to Friday 9.00am - 5.00pm

Facsimile Number 02 9287 0309

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EXPLANATORY STATEMENT

Benjamin Hornigold Limited ACN 614 854 045

This Explanatory Statement has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting. It forms part of the Notice of Meeting and must be read together with that Notice.

Purpose of the Meeting

The purpose of the Meeting is to consider and vote on the Resolutions.

Entire document

Shareholders are encouraged to read this document in its entirety before making a decision on how to vote on the Resolutions being considered at the Meeting. If you have any doubt how to deal with this document, please consult your legal, financial or other professional advisor.

Glossary

Certain terms and abbreviations used in the Explanatory Statement have defined meanings, which are set out in the Glossary contained in section 11 of this Explanatory Statement.

1. FINANCIAL STATEMENTS AND REPORT

The financial statements, directors’ report and auditor’s report for Benjamin Hornigold Limited for the year ended 30 June 2017 were included in the 2017 annual report of the Company, a copy of which is available on the Company’s website www.benjaminhornigold.com.au. There is no requirement for shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the operations and management of the Company. Shareholders will be given a reasonable opportunity to ask the auditor questions.

2. RESOLUTION 1: ELECTION OF DIRECTOR – STUART MCAULIFFE

Mr Stuart McAuliffe was appointed as a director on 28 September 2016 under rule 19.2 of the Company’s Constitution. Mr McAuliffe is the Executive Chairman of the Company. Mr McAuliffe’s skills and experience are set out below:

Stuart McAuliffe BA, Med, Grad Dip Legal Studies

Stuart has over 25 years’ experience investing in global equity, bond, currency and commodity markets. Stuart is also an Associate Professor in the Faculty of Society and Design at Bond University.

Stuart has been a Director of John Bridgeman Limited since January 2015 and a Director of Henry Morgan Limited since September 2014.

Board recommendation

The non-candidate directors support the election of Mr Stuart McAuliffe.

3. RESOLUTION 2: ELECTION OF DIRECTOR – SIMON RICHARDSON

Mr Simon Richardson was appointed as a director on 14 February 2017 under rule 19.2 of the Company’s Constitution. Mr Richardson’s skills and experience are set out below:

Mr Simon Richardson BECon, BCom

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Simon has had over 20 years of diverse national and international business experience. Simon commenced his career at KPMG spending time in Australia and the United Kingdom. In 2006 Simon was a founding partner in one of the leading proprietary futures trading businesses in Australia.

Simon was a director of Henry Morgan Ltd until 31 March 2016. Simon was also a director of John Bridgeman Limited until 31 March 2016 and was reappointed as a director of John Bridgeman Limited on 3 October 2017.

Board recommendation

The non-candidate directors support the election of Mr Simon Richardson.

4. RESOLUTION 3: ELECTION OF DIRECTOR – PETER AARDOOM

Mr Peter Aardoom was appointed as a director on 14 February 2017 under rule 19.2 of the Company’s Constitution. Mr Aardoom’s skills and experience are set out below:

Peter is a highly skilled and experienced financial markets executive. He has excellent technical skills and indepth knowledge of equity, debt, commodity, foreign exchange and fixed income markets. He has over 30 years' experience in Australian and international equity and derivatives broking and trading, portfolio management, general corporate and financial advisory services, and company promotion.

Board recommendation

The non-candidate directors support the election of Mr Peter Aardoom.

5. RESOLUTION 4: ELECTION OF DIRECTOR – VINCENT GORDON

Mr Vincent Gordon was appointed as a director on 14 March 2017 under rule 19.2 of the Company’s Constitution. Mr Gordon’s skills and experience are set out below:

Mr Vincent Gordon BA, LLB, MBA

Vincent Gordon has over 20 years’ experience in his field. He is the Managing Partner of Reed Smith LLP's Middle East offices. Reed Smith LLP is one of the world's leading global law firms. He has substantial experience in all types of capital markets work, including banking and finance, debt capital markets, structuring and joint ventures, corporate finance and acquisitions, funds, trade finance, regulatory and project finance work.

Vincent was appointed as a director of John Bridgeman Limited on 3 October 2017.

Board recommendation

The non-candidate directors support the election of Mr Vincent Gordon.

6. RESOLUTION 5: ELECTION OF DIRECTOR – BRYAN COOK

Mr Bryan Cook was appointed as a director on 7 September 2017 under rule 19.2 of the Company’s Constitution. Mr Cook’s skills and experience are set out below:

Bryan has extensive operational, leadership and strategic experience built over 24 years in private and public companies. He has a track record in implementing tailored and robust compliance cultures across a range of different environments.

Bryan holds qualifications in investigations, human resources and training, and is a member of, amongst others, the Institute of Public Administration Australia, and Corruption Prevention Network Queensland.

Board recommendation

The non-candidate directors support the election of Mr Bryan Cook.

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7. RESOLUTION 6: REMUNERATION REPORT

The remuneration report of the Company for the financial year ended 30 June 2017 is set out in the Company’s Annual Report.

The report sets out the Company’s executive remuneration framework and remuneration outcomes for the Board and Key Management Personnel.

The Chairman will allow a reasonable opportunity for shareholders to ask questions about or make comments on the remuneration report at the meeting before calling a vote. The resolution is advisory only. The Board will consider and take into account the outcome of the vote and feedback from shareholders on the remuneration report when reviewing the Company’s remuneration policies.

8. RESOLUTION 7: INCREASE OF REMUNERATION CAP FOR DIRECTORS OF THE COMPANY

In order for the total aggregate annual remuneration payable to Directors of the Company to be increased, Listing Rule 10.17 of the ASX Listing Rules and rule 19.5 of the Company’s Constitution must be complied with. The ASX Listing Rules and the Constitution provide that the Company must not increase the amount of remuneration payable to Directors of the Company unless Shareholders approve such an increase.

Additionally, Listing Rule 10.17 of the ASX Listing Rules provides that if Non-Executive Directors are paid, the amount paid to all of them in total cannot exceed the amount approved by Shareholders. The amount paid to each individual Non-Executive Director will be a fixed sum as determined at the sole discretion of the Board.

Currently, Directors of the Company are entitled to receive Director’s fees as follows:

Mr Stuart McAuliffe $52,000 per annum; Mr Simon Richardson $48,000 per annum; Mr Peter Aardoom $48,000 per annum; Mr Vincent Gordon $48,000 per annum; and Mr Bryan Cook $Nil per annum

Further, the Non-Executive Directors have not received securities in the Company with Shareholder approval under Listing Rule 10.11 or 10.14 over the past three years.

Shareholder approval is sought to increase the total aggregate annual remuneration payable to Directors of the Company from $200,000 to a maximum aggregate amongst all Directors of $450,000 (to be divided between Directors as the Board determines).

It is important to note that whilst the Company is seeking approval to increase the maximum amount that may potentially be payable to Directors, the Board anticipates that the maximum payment limit will not be fully utilised in the short term.

The Board considers that this increase in the total aggregate annual remuneration payable to Directors is necessary to provide the Board with an ability to:

• (a) give the Board strategic flexibility when appointing Directors;

• (b) retain and attract Directors of a calibre required to effectively guide and monitor the business of the Company; and

• (c) to maintain the remuneration payable to the current Non-Executive Directors and any additional Directors who might join the Board, as appropriate.

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Further details on the remuneration paid to Directors are set forth in the Remuneration Report contained in the Directors’ Report section of the Annual Report.

The Company believes that all relevant information concerning Resolution 5 required in respect of Listing Rule 10.17 is included in the text, and accompanying notes, of this resolution in the Notice of Meeting.

9. RESOLUTION 8: APPROVAL OF 10% ADDITIONAL PLACEMENT FACILITY

Summary

Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by special resolution at an annual general meeting to place additional Equity Securities equivalent to 10% of its issued share capital, in accordance with the terms set out below ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An ‘Eligible Entity’ for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX300 Index and has market capitalisation of $300 million or less. The Company is an Eligible Entity.

The Company therefore seeks shareholder approval by way of a special resolution to allow the Company to issue Equity Securities under the 10% Placement Facility for the following 12 months.

The exact number Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A, which is described below.

The Directors believe that this Resolution is in the best interests of the Company and unanimously recommend that Shareholders vote in favour. No Director or Related Party will participate in any issue under the 10% Placement Facility unless specific approval is obtained for the purposes of Listing Rule 10.11.

Details

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice of Meeting, the Company has Listed Shares and Listed Options.

(c) Formula

Listing Rule 7.1A.2 provides that Eligible Entities which have obtained shareholder approval at an annual general meeting may issue, during the 12-month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) - E

Where:	A =	the number of shares on issue 12 months before the date of issue or agreement: (i) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2; (ii) plus the number of partly paid shares that became fully paid in the 12 months; (iii) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval;

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		(iv) less the number of fully paid shares cancelled in the 12 months.
	D=	10%
	E =	the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The ability of the Company to issue Equity Securities under Listing Rule 7.1A is in addition to its 15% placement capacity under Listing Rule 7.1. As at the date of this Notice of Meeting, the Company has on issue 20,001,000 Shares, and therefore has a capacity to issue:

• (i) 3,000,150 Equity Securities under Listing Rule 7.1; and

• (ii) subject to shareholder approval being received under this Resolution, a further 2,000,100 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2, set out above.

(d) Minimum issue price

The issue price of Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(e) Issue period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid during the Placement Period , being from the date of the annual general meeting at which the approval is obtained and expires on the earlier of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

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

(f) Prescribed information under Listing Rule 7.3A

The following information is provided in accordance with Listing Rule 7.3A:

Minimum price:	Not less than 75% of the VWAP of the Company’s Equity Securities over
	the 15 trading days on which trades in that class were recorded
	immediately before:
	(i) the date on which the price at which the Equity Securities are to be
	issued is agreed; or
	(ii) if the Equity Securities are not issued within 5 trading days of the
	date in paragraph (i) above, the date on which the Equity Securities
	are issued.
Risks:	If the Resolution is approved by shareholders, and the Company issues
	EquitySecurities under the 10% Placement Facility,existing

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Shareholders may be subject to both economic and voting power dilution. There is a risk that:

• (i) The market price for the Company’s Equity Securities may be significantly lower on the date of issue of the Equity Securities than on the date of the Meeting;

• (ii) The Equity Securities may be issued at a price that is a discount to the market price for the Company’s Equity Securities on the issue date for the Equity Securities; and

• (iii) The Equity Securities may be issued as part of consideration for the acquisition of a new investment or asset, in which case, no funds will be raised by the issue of the Equity Securities.

The table below indicates the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the market price of Shares on 9 June 2017 (being the last day that the shares were traded) and the number of ordinary securities on issue as at the date of this Notice.

The table also demonstrates the potential voting power impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Facility.

			Dilution
Variable A in Listing Rule 7.1A.2		$0.45 50% decrease in Issue Price	$0.90 Issue Price	$1.80 100% increase in Issue Price
Current Variable A 20,001,000 shares	10% voting dilution	2,000,100 shares	2,000,100 shares	2,000,100 shares
	Funds raised	$900,045	$1,800,090	$3,600,180
50% increase in current Variable A 30,001,500 shares	10% voting dilution	3,000,150 shares	3,000,150 shares	3,000,150 shares
	Funds raised	$1,350,067	$2,700,135	$5,400,270
100% increase in current Variable A 40,002,000 shares	10% voting dilution	4,000,200 Shares	4,000,200 shares	4,000,200 shares
	Funds raised	$1,800,090	$3,600,180	$7,200,360

The above table is based on the following assumptions:

• (i) The $0.90 Issue Price set out above is the closing price of the Shares on the ASX on 20 October 2017.

• (ii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (iii) None of the Listed Options that the Company has on issue are exercised before the date of issue of the Equity Securities.

• (iv) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue, assuming Variable A is equal to the total issued share capital.

• (v) The table does not set out any dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

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• (vi) The table does not set out the effect of issues under the 15% placement capacity under Listing Rule 7.1. Dilution may be greater if issues have also been made utilising the capacity in Listing Rule 7.1.

• (vii)The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2.

Date of issue:	The Equity Securities will be issued only during the Placement Period.
	Shareholder approval for the 10% Placement Facility will cease to be
	valid if Shareholders approve a transaction under Listing Rule 11.1.2
	(significant change to the nature or scale of activities), or Listing Rule
	11.2 (disposal of main undertaking).
Purpose of issue:	The Company may seek to issue the Equity Securities for the following
	purposes: new investments or assets and general working capital.
	The Company will comply with the disclosure obligations under Listing
	Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.
Shares issued for non-	The Company may issue Placement Securities for non-cash
cash consideration:	consideration, such as the acquisition of new assets or investments. If
	the Company issues Shares for non-cash consideration, the Company
	will release to the market a valuation of the non-cash consideration that
	demonstrates that the issue price of the Shares complies with Listing
	Rule 7.1A.3.
Allocation policy:	The Company’s allocation policy is dependent on the prevailing market
	conditions at the time of any proposed issue pursuant to the 10%
	Placement Facility. The identity of the allottees of the Equity Securities
	will be determined on a case by case basis having regard to factors that
	include, but are not limited to:

• (i) Alternative methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (ii) The effect of the issue of the Equity Securities on the control of the Company;

• (iii) The financial situation and solvency of the Company; and

• (iv) Advice from corporate, financial and broking advisors, if appropriate.

The allottees under the 10% Placement Facility have not yet been determined at the date of this Notice of Meeting but may include Shareholders and/or new investors who are not Related Parties of the Company or their associates.

Previously obtained	The Company has not previously obtained approval under Listing Rule
approval under rule	71.1A.
7.1A:
Voting exclusion	A voting exclusion statement relating to this Resolution is included in the
statement:	Notice of Meeting.

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

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10. RESOLUTION 9: APPOINTMENT OF AUDITOR

The directors of the Company appointed KPMG as auditor pursuant to section 327A of the Corporations Act. KPMG holds office as auditor until the Company’s first Annual General Meeting. The ongoing appointment of the auditors must then be approved by Shareholders under section 327B of the Corporations Act.

As required, the Company has received a written notice of nomination from a Shareholder of the Company for KPMG to be appointed as the Company’s auditor. A copy of the notice is attached to this Notice of Annual General Meeting at Annexure A. KPMG have given their consent to act as auditor and have not withdrawn that consent.

KPMG has conducted the audit of the financial statements for the financial year ended 30 June 2017.

The Directors recommend that Shareholders vote in favour of this Resolution.

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11. Glossary

Term	**Definition **
Associates	Has the meaning given to that term in the Corporations Act, andAssociatedhas
	a correspondingmeaning
ASX	ASX Limited ACN 008 624 691 or the securities exchange operated by it (as the
	contextrequires)
Closely Related	In relation to a member of the Key Management Personnel, means:
Party/Parties	(a) A spouse or child of the member;
	(b) A child of the member’s spouse;
	(c) A dependant of the member or of the member’s spouse;
	(d) Anyone else who is one of the member’s family and may be expected to
	influence the member or be influenced by the member, in the member’s
	dealings with the Company; or
	(e) Acompanywhichthemembercontrols.
Company	Benjamin HornigoldLimitedACN614854045
Corporations Act	the CorporationsAct2001(Cth)
**Director **	Adirectorofthe Company
Eligible Entity	An entity that is not included in the S&P/ASX300 Index and has a market
	capitalisationof$300millionor less
Equity Securities	Has themeaning givento that term intheListingRules
Explanatory	The explanatory statement accompanying and forming part of the Notice of
Statement	Meeting
Key Management	Those persons having authority and responsibility for planning, directing and
PersonnelorKMP	controlling the activities of the Company directly or indirectly, including any
	director,whetherexecutive orotherwise
Listed Options	Means those options ofthe Companylisted on ASXundercodeHMLO
Listing Rules	Thelistingrules of ASXas applicable to the Companyfromtime to time
Meeting	The annual general meeting of the Company to be held at the time and place
	specifiedintheNotice of Meeting
Notice of	This notice of meeting and accompanying Explanatory Statement
Meeting
Portfolio	The portfolio of investments ofthe Company
Placement Period	The period definedinsection9.(e) oftheExplanatory Statement
Proxy Form	Theformthat accompanies theNotice of Meeting
Resolutions	The resolutions to be put to Shareholders at the Meeting, as set out in the Notice
	of Meeting
Share	A fully paid ordinary shareinthe capitalofthe Company
**Shareholder **	A holderofa Share
VWAP	Volume Weighted Average Price of the company’s ASX-listed Shares trading under
	the codeHML
10% Placement	The proposed placement described in section 9 of the Explanatory Statement
Facility

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ANNEXURE A

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ACN 614 854 045

LODGE YOUR VOTE BY EMAIL 8 vote@linkmarketservices.com.au BY MAIL  Benjamin Hornigold Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138  ALL ENQUIRIES TO Telephone: +61 1300 554 474

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 12.00pm – Midday (Brisbane time) on Tuesday, 28 November 2017 being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

BY EMAIL 8

vote@linkmarketservices.com.au

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares 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 shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, 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.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second 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.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

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

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

CORPORATE REPRESENTATIVES

If a representative of the 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 form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

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X99999999999
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X99999999999

PROXY FORM

I/We being a member(s) of Benjamin Hornigold Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 12.00pm – Midday (Brisbane time) on Thursday, 30 November 2017 at the Queensland Club, 19 George Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolutions 6 and 7: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 6 and 7, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

• For Against Abstain *

• 1 Election of Director – 9 Appointment of Auditor Stuart McAuliffe

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• 2 Election of Director – Simon Richardson

• 3 Election of Director – Peter Aardoom

• 4 Election of Director – Vincent Gordon

• 5 Election of Director – Bryan Cook

• 6 Remuneration Report

• 7 Increase of remuneration cap for Directors of the Company

• 8 Approval of 10% additional placement facility

For Against Abstain *

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

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) 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).

BHD PRX1701D