DOTZ NANO LIMITED - AGM Information 2013

ABN 71 125 264 575

NOTICE OF ANNUAL GENERAL MEETING

Venue: Conference Suite Exchange Plaza Level 8, 2 The Esplanade Perth, Western Australia

Time:

10.30 am (WST)

Date: Wednesday, 15 May 2013

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, stockbroker 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 8 9321 9334.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2012 Annual General Meeting of Shareholders of Northern Iron Limited ( NORTHERN IRON or Company ) will be held at 10.30 am (WST) on Wednesday, 15 May 2013 at Exchange Plaza Conference Suite, Exchange Plaza, Level 8, 2 The Esplanade, Perth, Western Australia ("Meeting").

The attached Proxy Form forms part of this Notice of Annual General Meeting ( Notice ).

Please note terms used in the Resolutions contained in this Notice have the same meaning as set out in the glossary of the Explanatory Statement accompanying 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 of the Company at 5.00pm on 13 May 2013 (WST).

Proxies

All shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a shareholder of the Company.

Shareholders holding 2 or more shares can appoint either 1 or 2 proxies. If 2 proxies are appointed, the appointing shareholder can specify what proportion of their votes they want each proxy to exercise. If no proportion is specified, each proxy may exercise half the member’s votes. Neither proxy may vote on a show of hands.

If the Chairman of the meeting is appointed, or taken to be appointed, as a proxy, but the appointment does not specify the way to vote on a resolution, then the Chairman intends to exercise all available votes in favour of the relevant resolution.

In accordance with the Corporations Act 2001 (Cth), any directed proxies that are not voted on a poll at the meeting will automatically default to the Chairman of the meeting, who is required to vote proxies as directed.

Directing your proxy for Resolution 1 (Remuneration Report)

The key management personnel of the Company (which includes each of the directors and executives named in the Company’s 2012 Remuneration Report) and their closely related parties will not be able to vote as your proxy on Resolution 1 unless you tell them how to vote. If you intend to appoint a member of the key management personnel or one of their closely related parties as your proxy, please ensure that you direct them how to vote on Resolution 1.

If the Chairman of the Meeting is appointed, or taken to be appointed, as a proxy, Shareholders can direct the Chairman of the meeting to vote for or against, or to abstain from voting on, Resolution 1 by marking the appropriate box opposite Resolution 1 on the proxy form. However, if the Chairman of the Meeting is the proxy and the relevant Shareholder does not mark any of the boxes opposite Resolution 1, the relevant Shareholder will be deemed to have directed the Chairman to vote in favour of Resolution 1.

AGENDA

Financial Statement and Reports

To receive and consider the annual financial report of the Company and its controlled entities for the financial year ended 31 December 2012 together with a directors' report in relation to that financial year and the auditors’ report on the financial report.

Resolution 1: Remuneration Report

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

"That the Remuneration Report of the Company and the entities it controlled during the year ended 31 December 2012 be adopted"

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

Voting exclusion statement

Votes cannot be cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel or any of their closely related parties (such as close family members and any controlled companies), unless the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form specifying how the proxy is to vote.

Resolution 2: Re-election of Director - Mr Ashwath Mehra

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

"That Mr Ashwath Mehra who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director."

Resolution 3: Re-adoption of Performance Rights Plan

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

“That, for the purposes of Listing Rule 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to establish and maintain a performance rights plan ( Performance Rights Plan ) on the terms and conditions summarised in the accompanying Explanatory Statement and the grant of Performance Rights from time to time under the Performance Rights Plan as an exception to Listing Rule 7.1.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by any Director, other than any Directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any associates of those Directors. 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 a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either:

(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

By Order of the Board

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Alex Neuling Secretary 12 April 2013

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

This Explanatory Statement should be read in conjunction with the Notice. Capitalised terms in the Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

The Corporations Act requires the Financial Report (which includes financial statements, notes to the financial statements and the Directors’ declaration), the Directors’ Report and the auditor’s report to be laid before the Meeting. There is no requirement, either in the Corporation Act or the Company’s Constitution, for Shareholders to approve the Financial Report, Directors’ Report or the auditor’s report.

Shareholders will be given a reasonable opportunity to ask questions and make comments on these reports and on the business, operations and management of the Company.

A representative from the audit firm will be attending the Meeting and will be available to answer questions from Shareholders relevant to:

the conduct of the audit;
the preparation and content of the auditors’ report;
the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the auditors in relation to the conduct of the audit.

Resolution 1: Remuneration Report

Shareholders are entitled to vote on the question of whether the Remuneration Report as contained in the Annual Report for the year ended 31 December 2012 is to be adopted. The Remuneration Report details the Company’s policy on remuneration of non-executive Directors, the CEO and senior executives. Shareholders should note that Resolution 1 is an “advisory only” resolution which does not bind the Directors or the Company. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

Further, under recent amendments to the Corporations Act, if 25% or more of the votes cast on Resolution 1 are against adoption of the Remuneration Report, then:

if comments are made on the Remuneration Report at the Annual General Meeting, the Company's remuneration report for the financial period ending 31 December 2013 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and
if, at the Company's 2014 Annual General Meeting, 25% or more of the votes cast on the resolution for the adoption of the remuneration report for the financial year ending 31 December 2013 are against its adoption, the Company must put to its shareholders a resolution ( Spill Resolution ) proposing that an extraordinary general meeting ( Spill Meeting ) be held within 90 days of the date of the 2014 Annual General Meeting.

Where a Spill Resolution is carried (i.e. more than 50% of the votes cast on the Spill Resolution are in favour of the Spill Resolution), all of the directors in office at the 2014 Annual General Meeting (other than the Managing Director) will cease to hold office immediately before the end � of the Spill Meeting, unless they are re elected at the Spill Meeting.

The Chairman will give Shareholders a reasonable opportunity to ask about, or make comments on, the Remuneration Report.

Resolution 2: Re-Election of Directors

In accordance with Listing Rule 14.4 and clause 3.6 of the Constitution, at every Annual General Meeting, one third of the Directors (or if the number of Directors is not a multiple of 3, then such number as is appropriate to ensure that no Director other than an alternate Director or the Managing Director holds office for more than 3 years without being re-elected) for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement).

In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not taken into account.

Mr Ashwath Mehra retires by rotation at this meeting and, being eligible, offer themselves for re-election.

Details of Mr Mehra’s experience and qualifications are as follows:

Ashwath Mehra

Non-Executive Director

BSc (Econ)

Appointed a director on 22 May 2007

Ashwath is an economist and founded the MRI Group, a commodities group with annual turnover of approximately $3 billion. He is currently CEO of Astor Management AG, a holding company with interests in natural resources businesses. He has worked in the minerals industry for 27 years, starting his career with Philipp Brothers after which he spent 10 years with Glencore, where he was a senior partner and ran the Nickel and Cobalt Divisions. He has substantial experience in projects and project finance and has worked on equity and bond issues.

Mr Mehra is a member of the Audit Committee.

The Directors recommend that Shareholders vote in favour of Resolution 2.

Resolution 3: Re-adoption of Performance Rights Plan

The Company has a Performance Rights Plan ( PRP ) in place that was approved by shareholders at the Company’s AGM on 15 May 2010. This shareholder approval must be refreshed every 3 years to allow performance rights to continue to be granted (and shares issued on vesting of performance rights) without using up the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 3 seeks Shareholder approval under ASX Listing Rule 7.2(9) to continue the PRP to provide ongoing incentives to executives, key employees and consultants of the Company.

If Resolution 3 is passed, the PRP will enable the Company to issue performance rights to executives, employees and consultants of the Company ( Performance Rights ) and to issue Shares to those executives, employees and consultants if they achieve the performance and vesting conditions of the Performance Rights. In the case of an executive Director, no Performance Rights may be issues to the executive Director without express Shareholder approval of the number and terms of the Performance Rights (or a definitive formula to calculate the same).

ASX Listing Rules 7.1 and 7.2(9)

Listing Rule 7.1 limits the number of equity securities which a listed company may issue in any 12 month period without shareholder approval (subject to certain exemptions, for example a pro rata issue to all shareholders). The limit is, generally speaking, no more than 15% of the total number of equity securities on issue at the beginning of the 12 month period, plus the number of equity securities issued with the approval of shareholders or under one of the exemptions during the previous 12 months.

One of the exemptions to Listing Rule 7.1 is Listing Rule 7.2 – Exemption 9, which provides that Listing Rule 7.1 does not apply to an Issue under an employee incentive scheme if, within the 3 years before the date Issue, shareholder have approved the issue as an exception to Listing Rule 7.1.

Shareholder approval is sought to continue the PRP and to enable the Company to grant Performance Rights under the PRP, and issue Shares on exercise of the Performance Rights, without experiencing the delays and costs involved in having to obtain Shareholder approval each time the Company wishes to issue securities which exceed the 15% limit contained in Listing Rule 7.1 and do not otherwise fall within one of the nominated Listing Rule exemptions.

A summary of the Terms of the PRP are provided in Annexure A to this Explanatory Statement.

As at the date of this Explanatory Statement, the Company had issued a total of 1,100,000 performance rights, subject to various vesting conditions linked to tenure, production targets, market-based performance indicators and individual operational performance measures under the PRP since last approved by shareholders on 10 May 2010. Of the performance rights issued, 337,500 lapsed or were forfeited, 12,500 were exercised and cash-settled and 750,000 remain on issue and are unvested at present.

The Directors recommend the Shareholders vote in favour of Resolution 3.

Glossary

In this Explanatory Statement, the following terms have the following meanings unless the context otherwise this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

ASIC Australian Securities and Investments Commission Has the meaning given to it in Division 2 of Part 1.2 of the Corporations Associates Act ASX Limited ABN 98 008 624 691 and, where the context permits, the ASX Australian Securities Exchange operated by ASX Limited Board The Board of Directors Mr David Griffiths or such other person appointed chairman in Chair or Chairman accordance with the Constitution Company Northern Iron Limited ACN 125 264 575 Constitution The constitution of the Company Corporations Act Corporations Act 2001 (Cth) Director A director of the Company The information attached to the Notice, which provides information to Explanatory Statement Shareholders about the Resolutions contained in the Notice Listing Rules The listing rules of ASX Meeting or General The general meeting convened by the Notice Meeting Resolution A resolution set out in the Notice Notice The notice of meeting which accompanies this Explanatory Statement Share Fully paid ordinary share in the capital of the Company Shareholder A registered holder of a Share WST Australian Western Standard Time

Annexure A – Performance Rights Plan

The full terms of the PRP may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the PRP is set out below.

Subject to any necessary approvals from the Company’s shareholders, or as required by law or by the Listing Rules, the Board may, from time to time, in its absolute discretion, grant Performance Rights to Eligible Participants, being full time or part time employees (including an executive director or company secretary of the Company who holds salaried employment with the Company on a full or part time basis), or a consultant, who is determined by the Board to be eligible to receive grants of Performance Rights under the PRP.

Each Performance Right will, subject to vesting, entitle the holder on exercise to either (at the election of the Board):

(a) the issue or transfer of one fully paid ordinary share in the capital of the Company ( Share ); or (b) the market value of a single Share, calculated as the 5 day volume weighted average price of the Company’s Shares on the ASX up to and including the date the Performance Right is exercised.

Performance Rights are only transferrable with the prior written consent of the Board of the Company or by force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee in bankruptcy.

Unvested Performance Rights lapse where a Participant ceases to be an Eligible Participant (subject to certain good leaver exceptions).

A Performance Right granted under the PRP will not vest unless the Vesting Conditions (if any) advised to the Participant by the Board have been satisfied, provided that the board may deem that unvested Performance Rights vest in certain situations (death, bona fide retirement or redundancy, total and permanent disability, takeover, merger or winding up).

Vested Performance Rights will lapse upon the earlier to occur of:

(a) the expiry date of the Performance Right (if any);
(b) 6 months after the Participant ceases to be an Eligible Participant;
(c) the Performance Right lapsing due to an unauthorised transfer, or purported transfer, of the Performance Right;
(d) a determination of the Board that the Performance Right is to lapse due to fraud or dishonesty; or
(e) the 7 year anniversary of the date of grant of the Performance Right.

If Shares of the same class as those allotted under the PRP are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX.

Shares resulting from the vesting of the Performance Rights shall, from the date of issue, rank pari passu with all other Shares on issue.

Any Share acquired by a Participant on the exercise of a Performance Right must not be disposed of, or dealt with in any way, by that Participant until the earlier of:

(a) the Participant ceasing to be an Eligible Participant; (b) the Board approving that the restriction on disposal be released in its absolute discretion; (c) the 7 year anniversary of the date of grant of the Performance Rights.

A Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be exercised, provided that if Shares are issued pro rata to the Company’s shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation or reserves or distributable profits, the number of Performance Rights to which each Participant is entitled, or any amount payable on vesting of the Performance Rights, or both as appropriate, will be increased to reflect the number of Shares which the Participant would have received if the Participant had exercised the Performance Right before the record date for the bonus issue, and will otherwise be adjusted in the manner determined by the Board to ensure that no advantage accrues to the Participant as a result of the bonus issue.

There are no participating rights or entitlements inherent in the Performance Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights.

If, at any time, the issued capital of the Company is reconstructed, all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

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Northern Iron Limited ABN 71 125 264 575

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DOTZ NANO LIMITED — AGM Information 2013

64794_rns_2013-04-14_bc4009f4-5888-4bef-b020-d1e3109d5d44.pdf

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

Proxies

Directing your proxy for Resolution 1 (Remuneration Report)

AGENDA

Financial Statement and Reports

Resolution 1: Remuneration Report

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

Voting exclusion statement

Resolution 2: Re-election of Director - Mr Ashwath Mehra

Resolution 3: Re-adoption of Performance Rights Plan

Voting exclusion statement

Voting Prohibition Statement:

EXPLANATORY STATEMENT

Financial Statements and Reports

Resolution 1: Remuneration Report

Resolution 2: Re-Election of Directors

Ashwath Mehra

Non-Executive Director

Resolution 3: Re-adoption of Performance Rights Plan

ASX Listing Rules 7.1 and 7.2(9)

Glossary

Annexure A – Performance Rights Plan

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