DOTZ NANO LIMITED - AGM Information 2014

ABN 71 125 264 575

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NOTICE OF ANNUAL GENERAL MEETING

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

Time:

10.30 am (WST)

Date: Thursday, 29 May 2014

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.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2013 Annual General Meeting of Shareholders of Northern Iron Limited ( NORTHERN IRON or Company ) will be held at 10.30 am (WST) on Thursday, 29 May 2014 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 27 May 2014 (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 Resolutions 1-5 and against Resolution 6.

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 2013 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 2013 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 2013 be adopted"

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

Voting exclusion statement

Except to the extent otherwise permitted by law, any member of the Group’s key management personnel whose remuneration details are included in the Remuneration Report (or a closely related party of any such member), may not vote, and the Company will disregard the votes cast by such persons on Resolution 1, unless the vote is not cast on behalf of a member of the Group’s key management personnel whose remuneration details are included in the Remuneration Report (or a closely related party of any such member), and:

the person casts the vote as a proxy appointed in writing which specifies how the proxy is to vote on Resolution 1; or
the proxy is the Chairman of the meeting, and:
the appointment does not specify the way the proxy is to vote on the resolution; and
the appointment expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the key management personnel.

Resolution 2: Re-election of Director - Mr Felix Tschudi

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

"That Mr Felix Tschudi 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-election of Director - Mr Antony Beckmand

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

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

Resolution 4: Re-election of Director - Mr Peter Church

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

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

Resolution 5: Issue of Performance Rights to Director - Mr Antony Beckmand

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of 1,000,000 performance rights to the managing director, Mr Antony Beckmand, and the issue of shares on the vesting of those performance rights) under the Company’s Performance Rights Plan on the terms and conditions described in the Explanatory Statement accompanying this Notice."

Voting exclusion statement

The following persons may not vote, and the Company will disregard any vote cast by the following persons, on Resolution 5:

any director of the Company who is eligible to participate in any employee incentive scheme and any of their associates. The Company does not need to disregard votes by such a person as proxy for another person who is entitled to vote if:
the vote is cast in accordance with the directions on the proxy form; or
the vote is cast by the Chairman of the meeting as a proxy, in accordance with the direction on the proxy form to vote as the proxy decides; and
any member of the key management personnel of the Group (or a closely related party of any such member) that is appointed as proxy where the proxy appointment does not specify the way the proxy is to vote on Resolution 5, unless:
the proxy is the Chairman of the meeting at which Resolution 5 is voted on; and
the proxy appointment expressly authorises the Chairman to exercise the proxy even though Resolution 5 is connected directly or indirectly with the remuneration of members of the Group�s key management personnel.

Resolution 6: Election of Director – Dalnor Nominee, Mr Richard Glasspool

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

"That Mr Richard Glasspool, who offers himself for election in accordance with the Company's Constitution, be elected as a director."

By Order of the Board

Alex Neuling Secretary 24 April 2014

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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 2013 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 2014 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 2015 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 2015 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 Director – Felix Tschudi

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 Felix Tschudi retires by rotation at this meeting and, being eligible, offers himself for re-election.

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

Felix Tschudi

Non-Executive Director BSc (Econ), MBA

Appointed a director on 13 December 2007

Felix is the Chairman and owner of Tschudi Shipping Company AS, the holding company of the Tschudi Group. Tschudi Mining AS, a member company of the Tschudi Group, is the registered holder of 67,133,728 shares in the Company (13.86%).

Felix attended the Royal Norwegian Naval Academy and served as Sub-Lieutenant in the Royal Norwegian Navy. He earned a Second Mate’s certificate from merchant navy colleges in the UK, a BSc (Econ) from London School of Economics, and an MBA from INSEAD, France.

Before joining the family shipping company Tschudi & Eitzen in 1989, Felix worked for the Vienna-based trading and finance house AWT specialising in trade structures in Eastern Europe and the former Soviet Union. Felix was the joint managing director of Tschudi & Eitzen from 1992 until 2002. He worked as the managing director of the Oslo stock exchange listed company Tschudi & Eitzen Shipping ASA from 1995 until 1997.

Felix is the Chairman of the Centre for High North Logistics, a non-profit organisation focusing on transportation solutions in the Arctic and a member of the World Economic Forum’s Global Agenda Council on the Arctic. He is Chairman of the board of Maritimt Forum Oslofjorden, a member of the Committee of the P&I Club Skuld, the board of the Norwegian publishing house Aschehoug & Co., and a former president of the Oslo Shipowners’ Association.

Mr Tschudi is Chairman of the Remuneration, Nomination, and Governance Committee and a member of the Audit Committee.

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

Resolutions 3 and 4: Re-election of Directors – Antony Beckmand and Peter Church

Mr Antony Beckmand was appointed as the Company’s Managing Director on 8 July 2013 and Mr Peter Church was appointed as a non-executive Director on 1 April 2014. Both Mr Beckmand and Mr Church are deemed to have been

appointed to fill a casual vacancy and in accordance with clause 3.3 of the Constitution, any Director so appointed holds office only until the next annual general meeting following their appointment, whereupon they are eligible for re-election.

Being eligible, Mr Antony Beckmand and Mr Peter Church offer themselves for re-election.

Details of Mr Beckmand’s and Mr Church’s experience and qualifications are set out below:

Antony Beckmand

Managing Director and Chief Executive Officer CPA, BCom (Acc & Fin), GradDip AFI SIA

Mr Beckmand was appointed as Managing Director and Chief Executive Officer on 8 July 2013

Mr Beckmand joined the Company in October 2008 and was appointed as Managing Director of Northern Iron Limited in July 2013, prior to which he held the role of Chief Financial Officer of NFE since October 2009. Tony is a qualified CPA with a B.Com from the University of Western Australia and a Grad. Dip in Applied Finance and Investment from the Securities Institute of Australia. Tony has more than 17 years’ experience within the mining industry across a range of operations including iron ore, minerals sands, base metals and gold. During his career he has held a variety of corporate and site based finance and accounting roles with resources companies including Exxaro Resources, Perilya Ltd and Robe River Iron Associates.

Peter Campbell Church

Non-executive Director. BCom, LLB, LLM, OAM

Mr Church was appointed on 1 April 2014 in accordance with the share subscription agreement dated 19 January 2010 between the Company and OM Holdings Ltd ( OMH ), which permits OMH to appoint a nominee to the Company’s Board subject to maintaining a shareholding in excess of 10%.

Mr Church is an independent non-executive director of OMH and is a successful and experienced Australian commercial lawyer and corporate adviser with extensive international experience.

In 1994 Mr Church was awarded the Medal of the Order of Australia (OAM) by the Australian Government for his promotion of business between Australia and South East Asia.

In addition to his directorship of OM Holdings Ltd, Mr Church’s roles include being chairman of AFG Venture Group, Special Counsel to the English law firm of Stephenson Harwood, a non-executive director of the Singapore International Chamber of Commerce and a non-executive director of Elara Capital PLC. Mr Church is a Fellow of the Australian Institute of Company Directors.

The Directors recommend that Shareholders vote in favour of Resolution 3 and 4.

Resolution 5 – Issue of Performance Rights to Antony Beckmand

Resolution 5 seeks approval to issue Performance Rights, and the issue of Shares on the vesting of the Performance Rights, to Antony Beckmand under the Company’s PRP. Antony Beckmand is the Managing Director and Chief Executive Officer of the Company. The PRP was last approved by Shareholders at the Company’s Annual General Meeting on 15 May 2013. 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 in Annexure A to this Explanatory Statement.

Remuneration objectives and implementation of the PRP

Compensation levels for KMP of the Company and Group are competitively set to attract and retain appropriately qualified and experienced directors and senior executives. Compensation arrangements include a mix of fixed and performance based compensation. Short Term Incentive payments are made against predetermined metrics which include safety, production and cost targets with an adjustment to take into account movements in the iron ore price. A component of share- based compensation is awarded at the discretion of the Board, subject to shareholder approval when required.

Compensation structures take into account the overall level of compensation for each director and executive officer, the capability and experience of the directors and executive officers, the executive officers’ ability to control the financial performance of the relative business segment, the Group’s performance (including earnings and the growth in share price), and the amount of any incentives within each executive officer’s remuneration.

In addition the Company has used longer term incentive arrangements linked to equity, with the objective of aligning remuneration with the long-term goals of the Company. These arrangements have included the granting of options and also the granting of performance rights under the PRP.

Vesting of Performance Rights previously granted under the PRP has been linked to relative total shareholder return (TSR), share price hurdles and non-financial performance measures relevant to the participant.

Quantum

The number of Performance Rights proposed to be issued to Mr Beckmand is 1,000,000 and has been determined by the Board’s Remuneration Committee with reference to Mr Beckmand’s total remuneration package and benchmarking of longer term incentive remuneration as a percentage of total fixed remuneration.

Performance period

The Performance period for the vesting conditions applicable to the Performance Rights will be the three years to 31 December 2016.

Vesting conditions

The Performance Rights will vest and convert into ordinary shares if over the 3 year measurement period (being 1 January 2014 to 31 December 2016) if the following performance hurdles are achieved:

Shareholder return (75% weighting)

Up to 75% of the Performance Rights (750,000 Performance Rights) will vest at the end of the third year of the measurement period (31 December 2016) based on the actual shareholder return (TSR) over the 3-year period compared with the TSR of a comparator group comprising selected constituents of the S&P ASX 300 Metals and Mining Index over the same period ( Comparative TSR ). The relationship between Shareholder return and the proportion of Performance Rights vesting is as follows:

Comparative TSR	% of Performance Rights vesting
Below50th percentile	0%
Between 50thand 75thPercentile	Pro-rata between 50% and 100%
Above 75thPercentile	100%

Concentrate Production (25% weighting)

The remaining 25% of the Performance Rights will vest based on the average annual level of concentrate production over the 3-year measurement period as follows:

Concentrateproduction(Mt)	% of Performance Rights vesting
Less than 1.9	0%
Between 1.9 and 2.7	Pro-rata straight linepercentage
2.7 and above	100%

Listing Rule requirements

Under Listing Rule 10.14, the Company requires Shareholder approval to issue equity securities to a Director of the Company. Accordingly, Resolution 5 seeks approval for the issue of Performance Rights and Shares upon the vesting of the Performance Rights to Antony Beckmand.

For the purposes of the approval sought under Listing Rule 10.14 and in accordance with the requirements of Listing Rule 10.15 and for all other purposes, the following information is provided to Shareholders in respect of the proposed issue of Performance Rights under the PRP to Antony Beckmand:

Antony Beckmand, the Managing Director and Chief Executive Officer of the Company, is the only person referred to in ASX Listing Rule 10.14 entitled to participate in the PRP for the purpose of the approval sought. Any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the PRP will not do so until any Shareholder approval required under Listing Rule 10.14 is obtained.
Subject to Shareholder approval being obtained, the number of Performance Rights granted to Antony Beckmand will be 1,000,000.
The grant of Performance Rights will be subject to the vesting conditions outlined above. Subject to the PRP, the vesting date of the Performance Rights and the satisfaction of the performance conditions attached to the performance Rights, each Performance Right entitles Antony Beckmand to be issued or transferred one Share. Shares will only be issued to Antony Beckmand (and value received) upon the vesting of the Performance Rights.
No consideration is payable by Antony Beckmand for the grant of the Performance Rights under the PRP or upon the issue or transfer of Shares to which he may become entitled to on the vesting of some or all of the Performance Rights under the PRP.
Since the Company’s Performance Rights Plan was adopted on 14 May 2010 and reapproved on 15 May 2013, no Performance Rights have been granted under the PRP to Directors, however Mr Beckmand was previously granted 150,000 Performance Rights (which have since lapsed) in his former role as Chief Financial Officer of the Company.
Full details of Antony Beckmand’s holdings of Shares and options are set out in the Company’s 2013 Annual Report.
No loans have or will be made by the Company in connection with the acquisition of the relevant Performance Rights.
It is expected that the Performance Rights will be granted to Antony Beckmand as soon as practicable after Shareholder approval is received and in any event no later than 12 months from the date of the Meeting without obtaining further Shareholder approval.
A voting exclusion statement is provided at Resolution 5 of the Notice.

Recommendation

The Directors (other than Mr Beckmand) recommend that Shareholders vote in favour of Resolution 5. Mr Beckmand declines to make a recommendation as he has a material personal interest in the outcome of the resolution.

Resolution 6 – Proposed Appointment of Dalnor Nominee Director

As announced by the Company on 2 April 2014, Northern Iron has received correspondence from Dalnor Assets Limited ( Dalnor ), a substantial shareholder of the Company registered in the British Virgin Islands, requesting that the Company appoint Mr Richard Glasspool as a Director, and, in any event, include Mr Glasspool as a candidate for election as a Director at the Company’s 2014 annual general meeting.

As Dalnor holds in excess of 5% of the Company’s share capital, in accordance with the Constitution, Northern Iron is required to put Resolution 6 to the Meeting however the Directors recommend that Shareholders VOTE AGAINST Resolution 6.

Basis for Board Recommendation

As noted above, the board of Northern Iron recommends that Shareholders VOTE AGAINST Resolution 6.

Dalnor has provided Northern Iron with a curriculum vitae for Mr Glasspool. Mr Glasspool is currently an independent director of the Credit Bank of Moscow and is a former partner of KPMG Russia. Based on information provided by Dalnor, Northern Iron acknowledges that Mr Glasspool has significant experience in the professional services industry.

However, Mr Glasspool has been nominated as a nominee director for Dalnor, and not an independent director. Dalnor is a substantial shareholder in Northern Iron. The Board believes that further information in relation to Dalnor is required before the Board can make an informed decision in relation to Dalnor’s request to appoint a nominee to the Board.

Accordingly, Northern Iron has attempted to engage with Dalnor and its nominated representatives. The Company has requested that Dalnor provide certain information, specifically, information in relation to:

the identity of Dalnor’s beneficial owners;
the relationship of the beneficial owners to other Shareholders;
other interests or investments Dalnor holds, or other business activities Dalnor undertakes; and
the identity of the officers of Dalnor that have decision making powers or exercise day-to-day management.

This information has been requested in writing and also in a meeting attended by the CEO of the Company, the Chairman of Sydvaranger Gruve, Mr Glasspool and a lawyer acting for Dalnor, however to date, the Board does not consider that Dalnor has provided satisfactory responses to these requests. Further, the Board has concerns that Dalnor has not complied with its obligations under the Corporations Act to disclose its ultimate beneficial ownership.

In the view of the Board, in the absence of accurate and complete disclosure of the information outlined above, it is not possible for the Board or Shareholders to make an informed assessment of the potential benefits or disadvantages to Shareholders which may result from the appointment of Dalnor’s nominee as a Director.

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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 Associates Has the meaning given to it in Division 2 of Part 1.2 of the Corporations Act ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian ASX Securities Exchange operated by ASX Limited Board The Board of Directors Mr Peter Bilbe or such other person appointed chairman in accordance with the Chair or Chairman Constitution Company Northern Iron Limited ACN 125 264 575 Constitution The constitution of the Company Corporations Act Corporations Act 2001 (Cth) Dalnor Dalnor Assets Limited 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 Group The consolidated entity comprising the Company and the entities it controls Listing Rules The listing rules of ASX Meeting or General Meeting The general meeting convened by the Notice Performance Right A performance right issued pursuant to the Performance Right Plan Performance Rights Plan or The Company’s performance rights plan approved by Shareholders on 14 May PRP 2010 and reapproved on 15 May 2013. 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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DOTZ NANO LIMITED — AGM Information 2014

64794_rns_2014-04-27_c8396045-85dd-49d4-9d04-34ca6e1bcb7e.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 Felix Tschudi

Resolution 3: Re-election of Director - Mr Antony Beckmand

Resolution 4: Re-election of Director - Mr Peter Church

Resolution 5: Issue of Performance Rights to Director - Mr Antony Beckmand

Voting exclusion statement

Resolution 6: Election of Director – Dalnor Nominee, Mr Richard Glasspool

EXPLANATORY STATEMENT

Financial Statements and Reports

Resolution 1: Remuneration Report

Resolution 2: Re-Election of Director – Felix Tschudi

Felix Tschudi

Resolutions 3 and 4: Re-election of Directors – Antony Beckmand and Peter Church

Antony Beckmand

Peter Campbell Church

Resolution 5 – Issue of Performance Rights to Antony Beckmand

Remuneration objectives and implementation of the PRP

Quantum

Performance period

Vesting conditions

Shareholder return (75% weighting)

Concentrate Production (25% weighting)

Listing Rule requirements

Recommendation

Resolution 6 – Proposed Appointment of Dalnor Nominee Director

Basis for Board Recommendation

Glossary

Annexure A – Performance Rights Plan

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