BOSS ENERGY LTD — Proxy Solicitation & Information Statement 2011

Aug 1, 2011

BOSS ENERGY LIMITED

A B N 3 8 1 1 6 8 3 4 3 3 6

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at 11am (WST) on Friday 2nd September 2011 at the Subiaco Hotel Conference Room, 465 Hay Street, Subiaco, WA.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (08) 9388 8812

BOSS ENERGY LIMITED ABN 38 116 834 336

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of Boss Energy Limited ( "Company" ) will be held at 11am (WST) on Friday 2[nd] September 2011 at the Subiaco Hotel Conference Room, 465 Hay Street, Subiaco, WA ( "Meeting" ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on at 5:00pm (WST) on Wednesday 31st August 2011.

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Change of Company Name

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“That, with effect from the date that ASIC alters the details of the Company’s registration in accordance with section 157 of the Corporations Act, the name of the Company be changed to “ Boss Resources Limited ”.”

2. Resolution 2 – Approval of Boss Employee Option Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2, Exception 9(b) and for all other purposes, the Shareholders approve the incentive option scheme for employees (including Directors) of the Company known as "Boss Resources Limited Employee Option Plan", and the issue of Options under such Plan, the rules of which are summarised in Section 4.3 of the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Directors who may participate in the Plan or their associates.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

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• (b) 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.

3. Resolution 3 – Adoption of New Constitution

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

“That, with effect from the passing of this resolution and in accordance with section 136 of the Corporations Act and for all other purposes, the regulations contained in the printed document tabled at this Meeting and signed by the Chairman for identification purposes are hereby approved and adopted as the constitution of the Company in substitution for and to the exclusion of the existing Constitution of the Company.”

Dated 25[th] July 2011

By Order of the Board

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Grant Mooney Company Secretary

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BOSS ENERGY LIMITED ABN 38 116 834 336

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 11am (WST) on Friday 2[nd] September 2011 at the Subiaco Hotel Conference Room, 465 Hay Street, Subiaco, WA.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Resolution 1 – Change of Company Name

The Directors of the Company have determined to change the Company’s name from "Boss Energy Limited" to “Boss Resources Limited” to better reflect the Company's activities. Resolution 1 seeks Shareholder approval for that change in accordance with Section 157 of the Corporations Act. The change will not, in itself, affect the legal status of the Company or any of its assets or liabilities.

Resolution 1 is a special resolution and requires approval of 75% of the votes cast by Shareholders. The change of name will take effect from when ASIC alters the details of the Company’s registration.

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4. Resolution 2 – Approval of Boss Employee Option Plan

4.1 Background

The Directors considered that it was desirable to establish an option plan under which employees (including Directors) of the Company may be offered the opportunity to subscribe for Options to acquire Shares in order to increase the range of potential incentives available to them and to strengthen links between the Company and its employees (including Directors) and accordingly approve the Boss Resources Limited Employee Option Plan (" Plan ").

Under the Plan, the Board may offer to eligible persons the opportunity to subscribe for such number of Options in the Company as the Board may decide and on the terms set out in the rules of the Plan, a summary of which is contained in 4.3 of the Explanatory Memorandum.

The Options granted under the Plan will be offered to participants in the Plan on the basis of the Board’s view of the contribution of the eligible person to the Company.

4.2 Reasons for the Plan

The Plan is designed to provide incentives to the employees (including Directors) of the Company and to recognise their contribution to the Company's success.

Under the Company's current circumstances the Directors consider that the incentives to employees are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.

To enable the Company to secure employees and Directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Plan is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain significant shareholdings in the Company.

The Company wishes to exempt issues of securities under the Plan from contributing towards the rolling annual limit of 15% of issued Shares prescribed by Listing Rule 7.1. This limit otherwise applies to all new issues of equity securities made without Shareholder approval. Shareholder approval of the Plan is therefore sought under Listing Rule 7.2, Exception 9, whereby the Shareholders may approve in advance the issue of Options made under the Plan as an exception to the limit under Listing Rule 7.1.

Prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan.

No Options have been issued under the Plan and the Plan has not previously been approved by Shareholders.

Pursuant to the Listing Rules, Shareholders must re-approve the Plan and all unallocated Options issuable pursuant thereto every three years.

4.3 Outline of the Plan

The Plan satisfies the conditions in ASIC Class Order CO 03/184, relieving the Company from the obligations to issue a prospectus for the offer of Options to eligible participants other than consultants under the Plan. Any issue of Options to consultants

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will require disclosure by the issue of a prospectus unless one of the exclusions in section 708 of the Corporations Act applies.

This section gives a brief outline of how the Board intends to implement initial participation under the rules of the proposed Plan.

• (a) Each Option entitles the holder, on exercise, to one Share in the Company.

• (b) Shares issued on exercise of Options will upon allotment rank equally with other Shares of the Company.

• (c) An Option may only be exercised after that Option has vested, if any vesting conditions are imposed, after any conditions associated with the exercise of the Option are satisfied and before its expiry date. The Board may determine whether any vesting period should apply and what those vesting conditions should be. On the grant of an Option the Board may in its absolute discretion impose other conditions on the exercise of an Option.

• (d) The exercise price of each Option issued under the Plan will be determined by the Board when it resolves to offer the Options, and will be not less than 80% of the average closing sale price of the Shares on ASX over the five trading days immediately preceding the day of the announcement of the issue of Options by the Board.

• (e) The expiry date of an Option will be determined by the Board, and will be no later than 5 years after the date of issue.

• (f) An Option will lapse immediately upon the first to occur of its expiry date or voluntary resignation of the employee or voluntary termination of the consultancy contract, or the holder acting fraudulently or dishonestly in relation to the Company, or after the Board considers that a change of control event has occurred or is likely to occur.

• (g) An Option will lapse after 6 months of a participant's death, permanent illness or physical or mental incapacity or a participant's redundancy or termination of consulting contract initiated by the company, other than as a direct result of change sale of the Company.

• (h) If the Company enters into a scheme of arrangement, a takeover bid is made for the Company's Shares, or a party acquires a sufficient interest in the Company to enable them to replace the Board (or the Board forms the view that one of those events is likely to occur) then the Board may declare an Option to be free of any conditions of exercise. Options which are so declared may be exercised at any time on or before they lapse.

• (i) Options may not be transferred other than to a nominee of the participant, within the meaning prescribed under tax legislation in Australia. Quotation of Options on ASX will not be sought. However, the Company will apply to ASX for official quotation of Shares issued on the exercise of Options.

• (j) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 6 Business Days after the issue is announced.

• (k) If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (" Bonus Issue "), each Option holder

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holding any Options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those Options, the number of Shares which would have been issued under the Bonus Issue (" Bonus Shares ") to a person registered as holding the same number of Shares as that number of Shares to which the Option holder may subscribe for, pursuant to the exercise of those Options immediately before the record date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise).

• (a) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any Options, the number of Options to which each Option holder is entitled or the exercise price of his or her Options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

4.4 Specific Information Required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

• (a) a summary of the rules of the Plan is outlined in 4.3 of the Explanatory Memorandum; and

• (b) this is the first approval sought under Listing Rule 7.2 Exception 9 with respect to the Plan.

• (c) no Options have been issued under the Plan.

• (d) a voting exclusion statement has been included for the purposes of Resolution 2.

5. Resolution 3 – Adoption of New Constitution

5.1 General

It is proposed that the Constitution be updated to reflect compliance with current law and enable the Company to better function in accordance with its constituent documents.

Resolution 3 seeks Shareholder approval for the adoption of a new constitution in accordance with section 136 of the Corporations Act (" Proposed Constitution" ). The Proposed Constitution has been approved by ASX as required under the Listing Rules.

Resolution 3 is a special resolution and requires approval of 75% of the votes cast by Shareholders.

A copy of the Proposed Constitution will be sent to any Shareholder upon request and will also be available for inspection at the Perth office of the Company (Suite 23, 513 Hay Street, Subiaco, Western Australia), during normal business hours prior to the Meeting and at the Meeting.

The Proposed Constitution will become effective from the passing of this Resolution 3.

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5.2 Proposed changes - Constitution

In summary, the Proposed Constitution includes provisions to the following effect:

Shares

The issue of shares and options by the Company is under the control of the Directors, subject to the Corporations Act, Listing Rules and any rights attached to any special class of shares.

Preference Shares

The Corporations Act requires certain rights of preference shares to be either set out in the Company's constitution or approved in general meeting by special resolution before preference shares are issued.

The Proposed Constitution sets out a framework of rights for preference share issues from which the Board can determine to allot and issue preference shares, without the need to obtain further shareholder approval every time an allotment of preference shares is proposed. Schedule 6 to the Proposed Constitution contains the framework as well as specific rights of preference shares as to the repayment of capital, requirements for redemption (if the preference shares are redeemable), participation in surplus assets and profits, voting rights and priority of payment of capital and dividends. Other specific terms, including the dividend amount, the redemption date (if applicable) and redemption amount (if applicable), would be set by the issuing resolution of the Directors.

Details of the preference share provisions are contained in Schedule 2 of this Explanatory Memorandum.

Reductions of Capital

The Proposed Constitution is consistent with the Corporations Act requirements which must be satisfied by the Company in undertaking an alteration of capital.

Liens

If the Company issues partly paid shares and a call made on those shares is unpaid, the Company will have a lien over the shares on which the call is unpaid. The lien may be enforced by a sale of those shares.

Transfer of Shares

The Company may participate in any clearing and settlement facility provided under the Corporations Act, the Listing Rules and the ASX Settlement & Transfer Corporation Pty Ltd (" ASTC ") Operating Rules. Transfers through ASTC are affected electronically in ASTC's Clearing House Electronic Sub register System (" CHESS "). For the purposes of the Company’s participation in the CHESS, the Company may issue holding statements in lieu of share certificates. The Company will not charge any fee for registering a transfer of shares. The Directors may refuse to register a transfer of shares in the circumstances permitted or required under the Corporations Act and Listing Rules.

Proportional Takeovers

A proportional takeover bid is one in which the offeror offers only to buy a specified proportion of each Shareholders' shares.

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The Proposed Constitution provides for Shareholder approval of any proportional takeover bid for the shares. Subject to the Listing Rules and ASTC Operating Rules, the provisions require the Directors to refuse to register any transfer of shares made in acceptance of a proportional takeover offer until the requisite Shareholder approval has been obtained.

The perceived advantages of including proportional takeover provisions in the Proposed Constitution are that such provisions may:

• (a) enhance the bargaining power of Directors in connection with any potential sale of the Company;

• (b) improve corporate management by eliminating the possible threat of a hostile takeover through longer term planning;

• (c) make it easier for Directors to discharge their fiduciary and statutory duties to the Company and its Shareholders to advise and guide in the event of a proportional bid occurring; and

• (d) strengthen the position of Shareholders of the Company in the event of a takeover, assuming the takeover will result in a sharing of wealth between the offeror and Shareholders, as the more cohesive Shareholders are in determining their response the stronger they are. A requirement for approval can force Shareholders to act in a more cohesive manner. Where Shareholders know that a bid will only be successful if a specified majority of Shareholders accept the offer, they have less to fear by not tendering to any offer which they think is too low.

The perceived disadvantages of including proportional takeover provisions in the Proposed Constitution include the following matters:

• (a) a vote on approval of a specific bid suffers from a bias in favour of the incumbent Board;

• (b) the provisions are inconsistent with the principle that a share in a public company should be transferable without the consent of other Shareholders; and

• (c) a Shareholder may lack a sufficient financial interest in any particular company to have an incentive to determine whether the proposal is appropriate.

To comply with the Corporations Act, the proportional takeover provisions must be renewed by Shareholders in general meeting at least every 3 years to remain in place.

Details of the proportional takeover provisions are contained in Schedule 3 of this Explanatory Memorandum.

Alterations of share capital

Shares may be converted or cancelled with Shareholder approval and the Company’s share capital may be reduced in accordance with the requirements of the Corporations Act and the Listing Rules.

Buy Backs

The Company may buy back shares in itself on terms and at such times determined by the Directors.

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Disposal of less than a Marketable Parcel

For the sake of avoiding excessive administration costs, the Proposed Constitution contains provisions enabling the Company to procure the disposal of shares where the Shareholder holds less than a marketable parcel of shares within the meaning of the Listing Rules (being a parcel of shares with a market value of less than $500). To invoke this procedure, the Directors must first give notice to the relevant Shareholder holding less than a marketable parcel of shares, who may then elect not to have his or her shares sold by notifying the Directors.

The proposed disposal of unmarketable parcel provisions of the Proposed Constitution are contained in Schedule 4 of this Explanatory Memorandum.

Variation of class rights

Class rights attaching to a particular class of shares may be varied or cancelled with the consent in writing of holders of 75% of the shares in that class or by a special resolution of the holders of shares in that class.

Meetings of Shareholders

Directors may call a meeting of Shareholders whenever they think fit. Shareholders may call a meeting as provided by the Corporations Act. The Proposed Constitution contains provisions prescribing the content requirements of notices of meetings of Shareholders and all Shareholders are entitled to a notice of meeting. Consistent with the new Corporations Act provisions, a meeting may be held in two or more places linked together by audio-visual communication devices. A quorum for a meeting of Shareholders is 2 eligible voters.

The Company will hold annual general meetings in accordance with the Corporations Act and the Listing Rules.

Voting of Shareholders

Resolutions of Shareholders will be decided by a show of hands unless a poll is demanded. On a show of hands each eligible voter present has one vote. On a poll each eligible Shareholder has one vote for each fully paid share held and a fraction of a vote for each partly paid share determined by the amount paid up on that share.

Proxies

An eligible Shareholder may appoint a proxy to attend and vote at the meeting on the Shareholder's behalf. The Proposed Constitution contains provisions specifying the manner of lodgement of proxy instruments. A Shareholder may appoint an individual or corporation to act as its representative.

Directors

Unless changed by the Company in general meeting, the minimum number of directors is 3 and the maximum is 10. The existing directors and the Company may appoint a new Director to fill a casual vacancy or as an addition to the board. Any such Director must retire at the next following annual general meeting of the Company (at which meeting he or she may be eligible for election as director). No Director other than the Managing Director may hold office for longer than 3 years without submitting himself or herself for re-election.

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Powers of Directors

The business of the Company is to be managed by or under the direction of the Directors.

Remuneration of Directors

The Company may pay non-executive Directors a maximum of the total amount as determined by the Shareholders in General Meeting and such sum must not be paid by way of commission on, or percentage of, profits or operating revenue.

The remuneration of executive Directors will be subject to the provisions of any contract between each of them and the Company and may be by way of commission on, or percentage of, profits of the Company, but will not be by way of commission on, or percentage of, operating revenue.

Execution of documents

The Proposed Constitution provides for execution of documents by the Company without the use of the Company’s company seal.

Dividends

Subject to and in accordance with the Corporations Act, the Listing Rules, the rights of any preference shares and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare dividend to be paid to the shareholders entitled to the dividend. Subject to the rights of any preference shares and to the rights of the holders of any Shares created or raised under any special arrangement as to dividend, the dividend as declared shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

Indemnities and insurance

To the extent permitted by law, the Company indemnifies every person who is or has been a Director or Secretary of the Company against a liability incurred by that person in his or her capacity as a Director or Secretary provided that the liability does not arise out of conduct involving a lack of good faith (otherwise referred to as an excluded liability). A similar indemnity is provided in respect of legal proceedings. The Company may also pay the premiums on directors' and officers' liability insurance.

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Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"ASIC" means the Australian Securities and Investments Commission.

"ASX" means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

"Board" means the board of Directors.

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

"Company" means Boss Energy Limited ABN 38 116 834 336.

“Constitution” means constitution of the Company as at the commencement of this Meeting.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company.

"Explanatory Memorandum" means the explanatory memorandum to the Notice.

" Listing Rules" means the listing rules of ASX.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this notice of meeting.

"Option" means an option to acquire a Share.

"Plan" has the meaning given in Section 4 of the Explanatory Memorandum.

“Proposed Constitution” has the meaning given in section 5.1 of the Explanatory Memorandum.

"Proxy Form" means the proxy form attached to the Notice.

"Resolution" means a resolution contained in this Notice.

"Schedule" means a schedule to this Notice.

"Section" means a section in the Explanatory Memorandum.

"Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means a shareholder of the Company.

"WST" means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 2 – Terms of Preference Shares

1. Definitions

In this Schedule, unless the context otherwise requires:

Conversion Circumstances means, in respect of a Converting Preference Share, whether the Preference Share is liable to be converted or convertible:

• (a) at the option of the Holder, or of the Company, or both;

• (b) upon the happening of a particular event; or

• (c) at a fixed time.

Conversion Date means, in respect of a Converting Preference Share, the date (if any) specified in the Issue Resolution for the conversion of that Preference Share or the date upon which an event specified in the Issue Resolution occurs which results in the conversion of that Preference Share.

Conversion Number means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

Converting Preference Share means a Preference Share which is specified in the Issue Resolution as being liable to be converted or convertible into ordinary Shares in a manner permitted by the Corporations Act, whether at the option of the Holder or otherwise.

Dividend means any distribution of any property (including without limitation, money, Paid Up shares, debentures, debenture stock or other securities of the Company or of any other Corporation) to a Holder in respect of a Preference Share as a dividend, whether interim or final.

Dividend Date means, in respect of a Preference Share, a date specified in the Issue Resolution on which a Dividend in respect of that Preference Share is payable.

Dividend Rate means, in respect of a Preference Share, the terms specified in the Issue Resolution for the calculation of the amount of Dividend to be paid in respect of that Preference Share on any Dividend Date, which calculation may be wholly or partly established by reference to an algebraic formula.

Franked Dividend has the meaning given in section 160APA of the Income Tax Assessment Act 1936 (Cth)

Holder means, in respect of a Preference Share, the registered holder of that Share.

Issue Resolution means the resolution specified in paragraph 3.

Preference Share means a Share issued under Article 2.2 of the Proposed Constitution.

Redeemable Preference Share means a Preference Share which is specified in the Issue Resolution as being liable to be redeemed in a manner permitted by the Corporations Act.

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Redemption Amount means, in respect of a Redeemable Preference Share, the amount specified in the Issue Resolution to be paid on redemption of the Redeemable Preference Share.

Redemption Circumstances means, in respect of a Redeemable Preference Share, whether the Preference Share is liable to be redeemed:

• (a) at the option of the Holder, or of the Company, or both;

• (b) upon the happening of a particular event; or

• (c) at a fixed time.

Redemption Date means, in respect of a Redeemable Preference Share, the date specified in the Issue Resolution for the redemption of that Preference Share or the date upon which an event specified in the Issue Resolution occurs which results in the redemption of that Preference Share.

Specified Date means, in respect of a Redeemable Preference Share, the date (if any) specified in the Issue Resolution before which that Redeemable Preference Share may not be redeemed by the Holder.

2. Rights of Holders

Each Preference Share confers upon its Holder:

• (a) the rights referred to in Articles 2.2(b) and 2.2(c) of the Proposed Constitution;

• (b) the right in winding up to payment in cash of the amount then paid up on it, and any arrears of Dividend in respect of that Preference Share in priority to any other class of Shares;

• (c) the right in priority to any payment of a Dividend to any other class of Shares, to a cumulative preferential dividend payable on each Dividend Date in relation to that Preference Share calculated in accordance with the Dividend Rate in relation to that Preference Share; and

• (d) no right to participate beyond the extent elsewhere specified in this paragraph 2 in surplus assets or profits of the Company, whether in winding up or otherwise.

3. Issue Resolution

• (a) The Directors may allot a Preference Share by a resolution of the Directors specifying:

• (i) the Dividend Date;

• (ii) the Dividend Rate;

• (iii) whether the Preference Share is or is not a Redeemable Preference Share;

• (iv) if the Preference Share is a Redeemable Preference Share, the Redemption Amount, the Redemption Date, the Redemption

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Circumstances and any Specified Date for that Redeemable Preference Share;

• (v) whether the Preference Share is or is not a Converting Preference Share;

• (vi) if the Preference Share is a Converting Preference Share, the Conversion Circumstances, the Conversion Number and any Conversion Date; and

• (vii) any other terms and conditions to apply to that Preference Share.

• (b) The Issue Resolution in establishing the Dividend Rate for a Preference Share may specify that the Dividend is to be:

• (i) fixed;

• (ii) variable depending upon any variation of the respective values of any factors in an algebraic formula specified in the Issue Resolution; or

• (iii) variable depending upon such other factors as the Directors may specify in the Issue Resolution,

and may also specify that the Dividend is to be a Franked Dividend or not a Franked Dividend.

• (c) Where the Issue Resolution specifies that the Dividend to be paid in respect of the Preference Share is to be a Franked Dividend the Issue Resolution may also specify:

• (i) the extent to which such Dividend is to be franked; and

• (ii) the consequences of any Dividend paid not being so franked, which may include a provision for an increase in the amount of the Dividend to such an extent or by reference to such factors as may be specified in the Issue Resolution.

4. Redemption

• (a) The Company must redeem a Redeemable Preference Share on issue:

• (i) in the case where the Redeemable Preference Share is liable to be redeemed at the option of the Company, on the specified date where the Company, not less than 10 Business Days before that date, has given a notice to the Holder of that Redeemable Preference Share stating that the Redeemable Preference Share will be redeemed on the specified date;

• (ii) in the case where the Redeemable Preference Share is liable to be redeemed at the option of the Holder, on the specified date where the Holder of that Redeemable Preference Share, not less than 10 Business Days before that date, has given a notice to the Company stating that the Redeemable Preference Share will be redeemed on the specified date; and

• (iii) in any event, on the Redemption Date,

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but no Redeemable Preference Share may be redeemed by the Holder before the Specified Date unless the Redemption Date occurs before that date.

• (b) On redemption of a Redeemable Preference Share, the Company, after the Holder has surrendered to the Company the Certificate (if any) in respect of that Redeemable Preference Share, must pay to the Holder the Redemption Amount by:

• (i) directly crediting the account nominated in writing by the Holder from time to time; or

• (ii) cheque made payable to the Holder or such other person nominated in writing by the Holder sent through the post to:

  • (A) in the case where the Holder is a joint holder of the Redeemable Preference Share, the address in the Register of the person whose name stands first on the Register in respect of the joint holding; or

  • (B) otherwise, to the address of the Holder in the Register.

5. Conversion

• (a) The Company must convert a Converting Preference Share on issue:

• (i) in the case where the Converting Preference Share is liable to be redeemed at the option of the Company, on the specified date where the Company, not less than 10 Business Days before that date, has given a notice to the Holder of that Converting Preference Share stating that the Converting Preference Share will be converted on the specified date;

• (ii) in the case where the Converting Preference Share is liable to be redeemed at the option of the Holder, on the specified date where the Holder of that Converting Preference Share, not less than 10 Business Days before that date, has given a notice to the Company stating that the Converting Preference Share will be converted on the specified date; and

• (iii) in any event, on the Conversion Date.

• (b) On conversion of a Converting Preference Share the Company must allot to the Holder additional ordinary Shares such that following conversion the Holder holds that number of ordinary Shares in accordance with the Conversion Number. Conversion of a Converting Preference Shares does not constitute a cancellation, redemption or termination of a Converting Preference Share or the issue, allotment or creation of a new Share.

• (c) The allotment of additional ordinary Shares on Conversion does not constitute a cancellation, redemption or termination of a Converting Preference Share. Conversion is the taking effect of existing rights of a Converting Preference Share and the ending of the special rights attached to the Converting Preference Share.

• (d) Following Conversion, each Converting Preference Share will rank equally with and will confer rights identical with and impose obligations identical with all other fully paid ordinary Shares then on issue.

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6. Certificate

The Certificate (if any) issued by the Company in relation to any Preference Share, must specify in relation to that Preference Share:

• (a) the date of issue of the Preference Share;

• (b) the Dividend Rate and Dividend Dates;

• (c) whether the Preference Share is a Redeemable Preference Share;

• (d) if the Preference Share is a Redeemable Preference Share, the:

• (i) Redemption Circumstances;

• (ii) Redemption Amount; and

• (iii) Redemption Date to the extent possible or if not, the event which if it occurs will result in redemption of that Redeemable Preference Share; and

• (e) if the Preference Share is a Converting Preference Share, the:

• (i) Conversion Circumstances;

• (ii) Conversion Number; and

• (iii) Conversion Date to the extent possible or if not, the event which if it occurs will result in conversion of that Concerting Preference Share; and

• (f) any other matter the Directors determine.

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Schedule 3 – Proportional Takeover Bid Provisions

1. Definitions

In this Schedule:

Approving Resolution means a resolution to approve a proportional takeover bid in accordance with this Schedule.

Deadline means the 14th day before the last day of the bid period for a proportional takeover bid.

Voter means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

2. Refusal of Transfers

2.1 Requirement for an Approving Resolution

• (a) The Company must refuse to register a transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this Schedule.

• (b) This Schedule ceases to apply on the 3rd anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

2.2 Voting on an Approving Resolution

• (a) Where offers are made under a proportional takeover bid, the Directors must, call and arrange to hold a meeting of Voters for the purpose of voting on an Approving Resolution before the Deadline.

• (b) The provisions of the Proposed Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under paragraph 2.2(a).

• (c) Subject to the Proposed Constitution, every Voter present at the meeting held under paragraph 2.2(a) is entitled to one vote for each Share in the bid class securities that the Voter holds.

• (d) To be effective, an Approving Resolution must be passed before the Deadline.

• (e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

• (f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this Schedule, to have been passed in accordance with this Schedule.

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Schedule 4 – Unmarketable Parcels

1. Definitions

In this Schedule:

Sale Share means a Share which is sold or disposed of in accordance with this Schedule.

2. Power to Sell Unmarketable Parcels

2.1 Existing unmarketable parcels

• (a) The Company may sell the Shares of a Member if:

• (i) the total number of Shares of a particular class held by that Member is less than a marketable parcel;

• (ii) the Company gives that Member notice in writing stating that the Shares are liable to be sold or disposed of by the Company; and

• (iii) that Member does not give notice in writing to the Company, by the date specified in the notice of the Company (being not less than 42 days after the date of the Company giving that notice), stating that all or some of those Shares are not to be sold or disposed of.

• (b) The Company may only exercise the powers under paragraph 2.1(a), in respect of one or more Members, once in any 12 month period.

• (c) The power of the Company under paragraph 2.1(a) lapses following the announcement of a takeover bid. However, the procedure may be started again after the close of the offers made under the takeover bid.

2.2 New unmarketable parcels

• (a) The Company may sell the Shares of a Member if:

• (i) the Shares of a particular class held by that Member are in a new holding created by a transfer on or after 1 September 1999; and

• (ii) that transfer is of a number of Shares of that class that was less than a marketable parcel at the time the transfer document was initiated, or in the case of a paper based transfer document, was lodged with the Company.

• (b) The Company may give a Member referred to in paragraph 2.2(a) notice in writing stating that the Company intends to sell or dispose of the Shares.

3. Exercise of Power of Sale

3.1 Extinguishment of interests and claims

The exercise by the Company of its powers under paragraph 2 extinguishes, subject to this Schedule:

• (a) all interests in the Sale Shares of the former Member; and

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• (b) all claims against the Company in respect of the Sale Shares by that Member, including all Dividends determined to be paid in respect of those Share and not actually paid.

3.2 Manner of sale

• (a) The Company may sell or dispose of any Shares under paragraph 2 at any time:

• (i) using a financial services licensee on the basis that person obtains the highest possible price for the sale of the Shares; or

• (ii) in any other manner and on any terms as the Directors resolve.

• (b) The Company may:

• (i) exercise any powers permitted under the Applicable Law to enable the sale or disposal of Shares under this Schedule;

• (ii) receive the purchase money or consideration for Sale Shares;

• (iii) appoint a person to sign a transfer of Sale Shares; and

• (iv) enter in the Register the name of the person to whom Sale Shares are sold or disposed.

• (c) The person to whom a Sale Share is sold or disposed need not enquire whether the Company:

• (i) properly exercised its powers under this Schedule in respect of that Share; or

• (ii) properly applied the proceeds of sale or disposal of those Shares,

and the title of that person is not affected by those matters.

• (d) The remedy of any person aggrieved by a sale or disposal of Sale Shares is in damages only and against the Company exclusively.

• (e) A certificate in writing from the Company signed by a Director or Secretary that a Share was sold or disposed of in accordance with this Schedule is sufficient evidence of those matters.

3.3 Application of proceeds

• (a) If the Company exercises the powers under paragraph 2, either the Company or the person to whom a Sale Share is sold or disposed of must pay the expenses of the sale or disposal.

• (b) The Company must apply the proceeds of any sale or disposal of any Sale Shares in the following order:

• (i) in the case of an exercise of the powers under paragraph 2, the expenses of the sale or disposal;

• (ii) the amounts due and unpaid in respect of those Shares; and

• (iii) the balance (if any) to the former Member or the former Member's Personal Representative, on the Company receiving the certificate (if any)

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for those Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

3.4 Voting and dividend rights pending sale

• (a) If the Company is entitled to exercise the powers under paragraph 2, the Company may by resolution of the Directors remove or change either or both:

• (i) the right to vote; and

• (ii) the right to receive Dividends,

of the relevant Member in respect of some or all of the Shares liable to be sold or disposed of.

• (b) After the sale of the relevant Sale Shares, the Company must pay to the person entitled any Dividends that have been withheld under paragraph 3.4(a).

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