CASSIUS MINING LIMITED — AGM Information 2012

Oct 24, 2012

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ANNUAL GENERAL MEETING

Wednesday 28 November 2012 AT 11am (AEDST)

Dear Shareholder,

On behalf of the Board of Gulf Industrials Limited, it gives me pleasure to invite you to the Annual General Meeting of shareholders.

The Annual General Meeting is to be held on Wednesday, 28 November 2012 at Regus, Level 34, AMP Centre, 50 Bridge Street, Sydney at 11am.

Please find enclosed the following documents in relation to the Annual General Meeting:

• Notice of Annual General Meeting together with the Explanatory Memorandum; and

• Proxy Form for the Annual General Meeting together with instructions.

If you are not able to attend the Annual General Meeting in person, you are urged to complete and lodge the enclosed Appointment of Proxy.

Your Directors hope that you will be able to attend the Annual General Meeting and commend the resolutions for your support.

Yours sincerely,

Jonathan Best Chairman

Gulf Industrials Limited Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

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NOTICE OF GENERAL MEETING

Notice is given that the Annual General Meeting of Gulf Industrials Limited (“the Company”) will be held at Regus, Level 34, AMP Centre, 50 Bridge Street, Sydney at 11am (AEDST) on Wednesday, 28 November 2012. The attached Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting.

ORDINARY BUSINESS

Item 1 │ Financial Statements and Reports

To receive and consider the Statement of Financial Position of the Company at 30 June 2012, the Income Statement of the Company for the year ended on that date, together with the consolidated accounts of the Company and its controlled entities and the reports of Directors and Auditors therein.

Resolution 2 │ Adoption of Remuneration Report

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

“To adopt the remuneration report forming part of the Directors’ Report for the financial year ended 30 June 2012.”

(Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.)

Voting Restriction

As required by Section 250R of the Corporations Act, the Company will disregard any votes cast on Resolution 2 by key management personnel and any closely related party of any key management personnel as those terms are defined in section 9 of the Corporations Act 2001. 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 a 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; or

• it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the chair’s stated voting intention as outlined in the explanatory memorandum.

Resolution 3 │ Re-election of a Director

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

“In accordance with the constitution of the company, Mr Jonathan Best who, being a director of the Company, retires by rotation and being eligible, is re-elected as a Director of Gulf Industrials Limited.”

Resolution 4 │ Election of a Director

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

“That, Mark Arnesen, having been appointed as a Director of the Company since the last Annual General Meeting, who retires in accordance with clause 64.2 of the Constitution of the Company and being eligible, is elected as a Director of the Company.”

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

SPECIAL BUSINESS

Resolution 5 │ Approval of Additional 10% Placement Facility

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 for the purpose and on the terms set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.”

Voting Restriction

The Company will disregard any votes cast on Resolution 5 by any person who may participate in the issue of Equity Securities under the Additional 10% Placement Facility and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 5 by such person if:

• the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• the person is the Chairman of the Meeting acting 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 note: The proposed allottees of any Equity Securities under the Additional 10% Placement facility are not yet known or identified. In these circumstances ( and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

Further Business

To transact any further business that may legally be brought forward.

An Explanatory Memorandum to shareholders follows this Notice.

By Order of the Board

W J Kernaghan

Company Secretary 19 October 2012

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders of Gulf Industrials Limited (“Gulf” or “the Company”) in connection with the business to be transacted at the Annual General Meeting of shareholders of Gulf to be held at Regus, Level 34, AMP Centre, 50 Bridge Street, Sydney at 11am (AEDST) on Wednesday, 28 November 2012.

The Directors recommend shareholders read the accompanying Notice of Annual General Meeting (“Notice”) and this Explanatory Memorandum in full before making any decision in relation to the resolutions.

ITEM 1 │ Financial Statements

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company’s annual financial report on its website at www.gulfindustrials.com.au.

RESOLUTION 2 │ Adoption of Remuneration Report

The Corporations Act requires that at a listed company’s Annual General Meeting, a resolution that the remuneration report be adopted must be put to Shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company. The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ended 30 June 2012. A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

RESOLUTION 3 │ Re-election of a Director

The Constitution provides that at every annual general meeting, one third of the Directors (other than the managing director) must retire from office by rotation and are eligible for re-election. Mr Jonathan Best retires by rotation and is seeking re-election.

Jonathan Best has extensive experience in senior management, leadership and business strategy in the mining industry, including the Anglo American and De Beers groups. Among other senior management positions, he served as the executive director and Chief Financial Officer for AngloGold Ashanti from 1998 to 2005. He currently has a number of Independent Non-Executive Directorships, including AngloGold Ashanti Holdings Plc and JSC Polymetal.

The Directors other than Mr Best recommend Shareholders vote in favour of his re-election.

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

RESOLUTION 4 │ Election of a Director

Mr Mark Arnesen was appointed as a Director on 10 February 2012. In accordance with the Company’s Constitution, Mr Mark Arnesen must retire and offer himself for re-election at the first general meeting of the Company following his appointment.

Accordingly, Mr Arnesen being eligible offers himself for re-election as a Director of the Company.

Mark Arnesen has extensive expertise in the resources sector and the development of mining operations in Africa. He has over 20 years’ experience in the international resources industry, including roles with the Billiton/Gencor group companies where he was a corporate treasurer, Ashanti Goldfields Company Limited as Managing Director International Treasury, Equinox Minerals Limited where he oversaw the financing of the Lumwana Project, and Moto Goldmines where he held the position of Finance Director. He has also been a Non-Executive Director of Natasa Mining Limited and Asian Mineral Resources and is currently a Non Executive Director of Centamin Egypt Limited which is listed on the London Stock Exchange and the Toronto Stock Exchange.

The Directors other than Mr Arnesen recommend Shareholders vote in favour of his election.

Resolution 5 │ Approval of Additional 10% Placement Facility

Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting (Additional 10% Placement Facility). The Additional 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 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, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Annual General Meeting and is expected to be an eligible entity as at the time of the Annual General Meeting.

Resolution 5 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 5 will be to allow the directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 5 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 5.2(b) of this Notice of Annual General Meeting below).

The company is seeking a mandate to issue securities under the Additional 10% Placement Facility to enable the Company to pursue its growth strategy with the flexibility to act quickly as potential business opportunities arise.

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722

ACN 115 027 033

www.gulfindustrials.com.au

Regulatory Requirements

In compliance with the information requirements of Listing Rule 7.3A, Shareholders are advised of the following information:

• a. Minimum Issue Price

Equity securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of the Notice of Annual General Meeting, the Company has on issue three classes of quoted Equity Securities, namely Shares and two sets of options.

The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for 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 Securities are to be issued is agreed; or

• ii. If the Securities are not issued within 5 trading days of the date in paragraph (i) the date on which the securities are issued.

b. Dilution

As at the date of this Notice of Annual General Meeting, the Company has 930,346,062 Shares on issue. If Shareholders approve Resolution 5, the Company will have the capacity to issue approximately 93,034,606 Equity Securities under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A.

The precise 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 following formula:

(A x D) – E

• A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• A: plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• B: plus the number of partly paid shares that became fully paid in the 12 months;

• C: 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;

• D: less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%

• E is 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.

If Resolution 5 is approved by Shareholders and the Company issued Equity Securities under the Additional 10% Placement Facility, existing Shareholders’ voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not receive any Shares under such issues. There is a risk that:

• i. the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than the date of the Annual General Meeting; and

Gulf Industrials Limited Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722

ACN 115 027 033 www.gulfindustrials.com.au

• ii. the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice of Annual General Meeting.

The table below also shows:

• i. two examples where variable “A” has increased by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rate entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• ii. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable “A” in Listing Rule 7.1A.2
			Dilution
		$0.001 50% decrease in Issue Price		$0.003 50% increase in Issue Price
			$0.002 Issue Price
Current Variable A 930,346,062 Shares	Shares issued	93,034,606 New Shares	93,034,606 New Shares	93,034,606 New Shares
	Funds raised	$93,034	$186,069	$279,103
50% increase in current Variable A 1,395,519,093 Shares	Shares issued	139,551,909 New Shares	139,551,909 New Shares	139,551,909 New Shares
	Funds raised	$139,552	$279,104	$418,656
100% increase in current Variable A	Shares issued	186,069,212 New Shares	186,069,212 New Shares	186,069,212 New Shares
1,860,692,124 Shares	Funds raised	$186,069	$372,138	$558,207

The table has been prepared on the following assumptions:

1. The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Facility.

2. No Options are exercised into Shares before the date of the issue of the Equity Securities.

3. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

4. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

5. The table shows only the effect of issued of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

1. The issue of Equity Securities under the 10% placement Facility consists only of Shares. If the issue of Equity Securities includes Listed Options, it is assumed that those Listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

2. The issue price is $0.002, being the closing price of the Shares on ASX on 10 October 2012.

3. c. Issue Period

If Shareholders approve Resolution 5, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:

• i. The date that is 12 months after the date of the Annual General Meeting; and

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

(the Additional 10% Placement Period).

The Company will only issue and allot Equity Securities under the Additional 10% Placement Facility during the Additional 10% Placement Period.

• d. Purpose of Issues

The Company may seek to issue the Equity Securities for the following purposes:

• i. Non-cash consideration for the acquisition of the new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• ii. Cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will provide further information at the time of issue of any Equity Securities under the Additional 10% Placement Facility in compliance with its disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A.

e. Allocation Policy

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the Additional 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• i. the methods of raising funds that are available to the Company, including but not limited to, rights issue 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 advisers (if applicable).

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

f. Previous issues

The Company has not previously obtained Shareholder approval under Listing Rule 7.1A and accordingly has not issued any Equity Securities pursuant to Listing Rule 7.1A in the 12 months preceding the date of the Annual General Meeting.

g. Voting exclusion statement

A voting exclusion statement for Resolution 5 is included in the Notice of Annual General Meeting preceding this Explanatory Statement.

At the date of the Notice of Annual general Meeting, the Company has not approached and particular existing security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. Accordingly, the proposed allottees of any Equity Securities under the Additional 10% Placement Facility are not as yet known or identified.

In these circumstances ( and in accordance with the note set out in ASX Listing Rule14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of any Equity Securities issued under the Additional 10% Placement Facility), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes.

No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

Board Recommendation

The Board believes that the Additional 10% Placement facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly, the Board unanimously recommend that Shareholders approve Resolution 5.

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722

ACN 115 027 033

www.gulfindustrials.com.au

GLOSSARY

In this Notice and Explanatory Memorandum:

ASX means the financial market operated by the Australian Securities Exchange;

ASX Listing Rules means the listing rules of the ASX;

Board means the board of Directors;

Closely Related Party has the same meaning given in section 9 of the Corporations Act.

Constitution means the constitution of the Company;

Corporations Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from time to time;

Equity Securities has the same meaning as in the ASX Listing Rules:

Explanatory Memorandum means the explanatory memorandum which accompanies, and is incorporated as part of, the Notice; and

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722

ACN 115 027 033

www.gulfindustrials.com.au

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ANNUAL GENERAL MEETING

STEP 1 APPOINTMENT OF PROXY

I/We ............................................................................................................................................................................................................... of ....................................................................................................................................................................................................................

being a member/members of Gulf Industrials Limited hereby appoint

The Chairman of the Write the name of the person you are meeting (mark with an appointing if this person is someone other ‘X’) than the Chairman of the Meeting.

Or failing the person named attending the meeting, or if no person is named, the Chairman of the meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General meeting of the Company to be held on Wednesday 28 November 2012 at 11:00am (AEDST) and at any adjournment of that meeting.

IMPORTANT: If you appoint a proxy, we encourage you to direct your proxy how to vote on each item of business.

Important for Resolution 2 (Adoption of Remuneration Report) - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default and you do not mark any of the boxes in step 2 below on Resolution 2 you will be deemed to have directed the Chairman of the Meeting to vote in accordance with the Chairman’s voting intentions as set out below and in the Notice of Meeting even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel. Please note you can direct the Chairman of the Meeting to vote for, against or abstain from voting on Resolution 2 by marking the appropriate box in step 2 below. The Chairman of the Meeting intends to vote in favour of each item of business.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY – PLEASE MARK AN ‘X’ TO INDICATE YOUR DIRECTIONS.

Resolution	For	Against Abstain	Against Abstain
2. Adoption of Remuneration Report
3. Re-election of Jonathan Best
4. Election of Mark Arnesen
5. Approval of additional 10% placement facility

Signed this ……………………………………………………………………………..……………………… day of ....................................................................2012

Individual Securityholder 1 Individual/Sole Director	Securityholder 2 Director	Securityholder 3
		Director/Company Secretary

This form must be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’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 securityholder’s constitution and the Corporations Act 2001 (Cth).

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722 ACN 115 027 033

www.gulfindustrials.com.au

INSTRUCTIONS FOR COMPLETION OF PROXY FORM

Appointing a proxy

A shareholder who is entitled to attend and vote can appoint a proxy to attend and vote at the Annual General Meeting on their behalf. A proxy need not be a shareholder of the Company.

A shareholder 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 proportions or numbers are not specified, each proxy may exercise half the available votes.

You may complete and return the Appointment of Proxy included with this Notice. If you require a second proxy form, please contact the Company Secretary or you may copy the Proxy Form.

If you do not provide proxy instructions electronically, proxy forms may be lodged by mail, by hand or by facsimile in accordance with the instructions on the Proxy form.

For an appointment of a proxy to be effective, the Proxy form must be received at its registered office, Level 10, Gold Fields House, 1 Alfred Street, Sydney NSW 2000, or received by facsimile on +61 2 9247 7722 by not later than 11.00am (AEDST) on Monday, 26 November 2012.

Corporate Shareholders

Corporate shareholders wishing to appoint a representative to attend the meeting on their behalf must provide that person with a property executed letter confirming that they are authorised to act as the company’s representative. The authorisation may be effective either for this meeting only or for all meetings of the Company.

Eligibility to vote at the meeting

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined, for the purposes of voting entitlements at the meeting, that Gulf shares are taken to be held by those shareholders registered at 7:00pm (AEDST) on Monday, 28 November 2012. Accordingly, only those persons will be entitled to attend and vote at the meeting.

How undirected proxies held by the Chairman of the meeting will be voted

If you appoint the Chair of the Meeting as your proxy and you do not specify in the proxy form the manner in which you wish the Chair to vote on the resolutions to be considered at the meeting, you will be deemed to have directed the Chair to vote in accordance with the voting intentions of the Chair to vote in favour of all resolutions.

If you appoint the Chair of the Meeting as your proxy and wish to direct the Chair how to vote on some or all of the resolutions to be considered at the Meeting, you must complete the directed proxy part of the proxy form (Step 2 on the proxy form).

In either case, if you appoint the Chair of the Meeting as your proxy, you acknowledge and agree that the Chair may vote in favour of Resolution 2 for the adoption of the remuneration report even though it is connected with the remuneration of a member of key management personnel.

The Directors encourage all shareholders who submit proxies to direct their proxy how to vote on each resolution.

Gulf Industrials Limited

Level 10 Gold Fields House 1 Alfred Street Sydney NSW 2000 PO Box R745 Royal Exchange NSW 1225 Australia t +61 2 8[ ]7 5333 f +61 2 9[ ]7 7722

ACN 115 027 033

www.gulfindustrials.com.au