EDEN INNOVATIONS LTD — Proxy Solicitation & Information Statement 2013

Jun 24, 2013

EDEN ENERGY LTD ACN 109 200 900

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of the members of Eden Energy Limited ACN 109 200 900 (“the Company”) will be held at Level 15, 197 St George’s Terrace, Perth, Western Australia on Thursday, the 25[th] day of July 2013 at 10:00am.

ORDINARY BUSINESS

The business of the meeting is to consider and (if thought fit) to pass, with or without modification, the following ordinary resolutions:

Resolution 1: Approval of disposition of UK Gas Assets for the purposes of ASX Listing Rule 11.1

• (a) “That, for the purpose of ASX Listing Rule 11.1and for all other purposes, members approve the change in the nature and scale of the Company’s activities which will occur consequent upon the disposition and sale by the Company of its entire UK coal seam methane and shale gas portfolio, comprising:

• a. its 50% interest in 17 Petroleum Exploration and Development Licences (PEDLs) in South Wales, Bristol/Somerset and Kent (which are prospective for coal bed methane, shale gas and/or natural gas); and

• b. its 100 % interest in 3 PEDLs in the UK,

(together “the UK Gas Assets”), to be effected by the Company’s wholly owned subsidiary, Adamo Energy Ltd (“Adamo AU”) selling all of the shares in Adamo Energy (UK) Ltd (“Adamo UK”) to Shale Energy plc (“Shale”) on the terms and subject to the conditions set out in the explanatory statement which accompanies this Notice.

Note: The Company will disregard any votes cast on this Resolution 1 by a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if this Resolution 1 is passed. .

However, the Company will not disregard the vote if:

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

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 2: Approval of disposition of UK Gas Assets for the purposes of ASX Listing Rule 11.2

“That, for the purpose of ASX Listing Rule 11.2 and for all other purposes, members approve the disposition and sale by the Company of its main undertaking, namely the UK Gas Assets, to be effected by the Company’s wholly owned subsidiary, Adamo AU, selling all of the shares in Adamo UK to Shale on the terms and subject to the conditions set out in the explanatory statement which accompanies this Notice.

• Note: The Company will disregard any votes cast on this Resolution 2 by a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if this Resolution 2 is passed.

However, the Company will not disregard the vote if:

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

• (d) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 3: Approval of disposition of UK Gas Assets for the purposes of ASX Listing Rule 11.4

“That, for the purpose of ASX Listing Rule 11.4 and for all other purposes, members approve the disposition and sale by the Company of the UK Gas Assets, to be effected by the Company’s wholly owned subsidiary, Adamo AU, selling all of the shares in Adamo UK to Shale on the terms and subject to the conditions set out in the explanatory statement which accompanies this Notice, on terms which do not require Shale, as part of Shale’s proposed £5,000,000 share capital raising as a pre-introduction to the AIM market at the London Stock Exchange, to offer the shares under that capital raising (or any of them) pro-rata to the Company’s members.

EDEN ENERGY LTD ACN 109 200 900

• Note: The Company will disregard any votes cast on this Resolution 3 by Shale (being the person who will acquire all of the shares in Adamo UK).

However, the Company will not disregard the vote if:

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

• (f) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

NOTES RELATING TO PROXIES

In accordance with Section 249L of the Corporations Act, members are advised:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company;

• a member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with Section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

By hand delivery to the Company’s Registered Office:

Level 15, 197 St Georges Terrace, Perth, Western Australia 6000

By post to: Level 15, 197 St Georges Terrace, Perth, Western Australia 6000; or PO Box 7055, Cloisters Square, Perth, Western Australia 6000 Facsimile Number: (08) 9282 5866

Each shareholder entitled to vote at the General Meeting has the right to appoint a proxy to vote on each particular resolution. The shareholder may specify the way in which the appointed proxy is to vote on a particular resolution or may allow the appointed proxy to vote at its discretion. The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form.

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the Meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 23 July 2013 will be entitled to attend and vote at the Annual General Meeting.

Please note all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Memorandum accompanying this Notice.

By Order of the Board of Directors

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A P Gates Secretary

Dated this 25[th] day of June 2013

EDEN ENERGY LTD ACN 109 200 900

(“the Company”)

EXPLANATORY STATEMENT

ACCOMPANYING NOTICE OF GENERAL MEETING

This Explanatory Statement is an important document and you should read it carefully. If you have any queries regarding the matters set out in this Explanatory Statement or the Notice to which it is attached please contact the Company or your professional advisor.

Background - Sale of UK gas assets

Resolutions 1,2 and 3 seek member approval for the purposes of Chapter 11 of the ASX Listing Rules (the Rules), and for all other purposes, to the disposition by the Company of its entire UK coal seam methane and shale gas portfolio, comprising:

• (a) its 50% interest in 17 Petroleum Exploration and Development Licences (PEDLs) in South Wales, Bristol/Somerset and Kent (which are prospective for coal bed methane, shale gas and/or natural gas); and

• (b) its 100 % interest in 3 PEDLs in the UK,

(together “the UK Gas Assets”), to be effected by the Company’s wholly owned subsidiary, Adamo Energy Ltd (“Adamo AU”) selling all of the shares in Adamo Energy (UK) Ltd (“Adamo UK”) (the “Sale”).

The UK Gas Assets are the only assets held by Adamo UK. The UK Gas Assets cover an area of more than 2,100 square kilometres (approximately 510,000 acres) and cover a very large portion of the coal fields and surrounding basins in Wales, Bristol / Somerset and Kent.

On 18 June 2013, Adamo AU and the Company entered into a conditional share purchase agreement with Shale Energy plc (“Shale”), a company registered in England, for the Sale by Adamo AU to Shale of all of the shares in Adamo UK (“Share Purchase Agreement”). Shale is an unlisted UK public company which was incorporated to pursue shale gas opportunities. Shale is not a related party of, or a substantial holder of shares in, the Company.

Adamo AU will only be able to settle the sale of the Adamo UK shares under the Share Purchase Agreement if the Company’s members approve all of Resolutions 1, 2 and 3. If any of the resolutions are not passed, the sale will not be able to proceed.

The following is a summary of the material commercial terms of the Share Purchase Agreement:

1. The price for all of the shares in Adamo UK is £10,061,000 (plus any applicable value added tax thereon), which comprises an initial consideration of £6,811,000 and an additional consideration of £3,250,000.

2. The initial consideration is to be satisfied on completion of the Sale by a cash payment of £750,000 and as to £6,061,000 by the allotment and issue of such number of shares (fully paid and free of all encumbrances) in Shale (“Shares”) that is equal 29.1% of the enlarged share capital of Shale after the raising by Shale of a further £5,000,000 as a pre-introduction to the AIM market at the London Stock Exchange (“AIM”).

3. The initial Shares which are issued to Adamo AU shall be subject to a lock in period for 6 months from completion of the Sale or in the event that the admission of the Share capital of Shale to trading on AIM (“Admission”) occurs by 31 December 2013, 12 months from the date of Admission.

4. The additional consideration of £3,250,000 shall be payable in two equal tranches of £1,625,000 on the following basis

5. a. The first tranche of £1,625,000 shall be payable when the UK Gas Assets have best estimate scenario (2C) of recoverable gas of 1.5 tcf (to be independently verified).

6. b. The second tranche of £1,625,000 shall be payable when the UK Gas Assets have best estimate scenario (2C) of recoverable gas of 2tcf (to be independently verified).

7. The additional consideration referred to in paragraph 4 shall be payable by the issue and allotment to Adamo AU of new Shares in Shale. The number of additional consideration Shares to be issued in each tranche shall be such number of Shares as are equal to £1,625,000 divided by the moving average Share price during the 30 day period prior to the date on which the applicable milestone referenced in paragraph 4 has been met. In the event that the Shares are not admitted to trading on a regulated market, the value of the Shares for the relevant period shall be determined by Shale’s auditors acting as expert. Subject to any additional AIM requirements, the new Shares to be issued as additional consideration shall be subject to a 3 month lock in period from the date of issue. In the event that either tranche of Shares to be issued as additional consideration shall cause Adamo AU’s shareholding to exceed 29.9% of the issued capital of Shale, then on each such occasion so much of the additional consideration that represents such excess shall be paid in cash to Adamo AU by Shale in lieu of issuing Shares unless Adamo AU and Shale otherwise agree.

In addition to the above matters, the Share Sale Agreement is subject to numerous conditions being satisfied by 31 July 2013, including (amongst others) satisfaction by Shale of its due diligence enquiries, any third party, regulatory, tax or governmental consents, registrations and lodgements required for the Sale being received on terms satisfactory to both parties (including in particular any consents required from the Department of Energy and Climate Change (“DECC”)) and any such consents and approvals remaining in full force and effect, none of the licences for the UK Gas Assets being terminated or having their terms changed between the date of the heads of agreement and completion of

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the Sale, no government or other person having commenced or threatened to commence any proceedings or investigation for the purpose of prohibiting or otherwise challenging or interfering with the Sale or having taken or threatened to take any action as a result of or in anticipation of the Sale that would be materially inconsistent with any of the warranties in the Share Purchase Agreement or having enacted or proposed any legislation (including any subordinate legislation) or order or imposed any condition which would prohibit, materially restrict or materially delay the implementation of the Sale or the operations of the business carried on by Adamo UK, the completion by Shale of its additional proposed Share issue to raise £5,000,000, no material adverse change having occurred to the operations, assets or position (financial, trading or otherwise), profits or prospects of Adamo UK’s business or any event or circumstance having occurred that may result in such a material adverse change, Greg Solomon agreeing to be appointed as a non executive director of Shale with effect as and from the date of completion of the Sale and DECC having agreed to extend the expiry date of the PEDLs relating to the UK Gas Assets that were issued pursuant to the 13th Round of Onshore Licence Applications from 30 September 2014 for at least 12 months.

The Share Sale Agreement also incorporates normal and appropriate warranties and indemnities to be given by Adamo AU. In addition, all of the obligations of Adamo AU under the Share Purchase Agreement have been guaranteed by the Company.

Subject to satisfaction of all of the conditions precedent in the Share Purchase Agreement and there being no default under the Share Purchase Agreement, completion of the Share Purchase Agreement is scheduled to take place on 7 August 2013.

A pro-forma consolidated statement of financial position for the Company is attached to this statement and marked “A” and shows the impact on the financial position of the Company of the completion of the Sale (on the assumptions set out in the attached pro-forma statement of financial position) as if they had occurred on 31 December 2012.

The Company considers that, after the completion of the Share Purchase Agreement and as required by ASX Listing Rules 12.1 and 12.2, the level of its ongoing operations and its financial position will be adequate to warrant the continued quotation of the Company’s shares on the ASX and its continued listing on the ASX.

If after the date of the Notice the directors of the Company were to resolve to acquire a new undertaking (to replace the UK Gas Assets), depending on the nature of this acquisition, ASX may require the Company to re-meet the requirements in chapters 1 and 2 of the Listing Rules as if the Company were applying for admission to the official list of the ASX. As at the date of this Notice, the directors of the Company do not presently have any intention to acquire any new undertaking. Rather, the directors intend for the Company to focus all of its efforts on its remaining projects, namely the marketing of its Hythane™ and hydrogen technologies, namely its nano-carbon / hydrogen pyrolysis project and Optiblend™ dual fuel technology.

Resolution 1: Approval of disposition of UK Gas Assets for purposes of ASX Listing Rule 11.1

Listing Rule 11.1 provides that if an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX before making the change. Rule 11.1.2 further provides that ASX may require the entity to obtain the approval of the holders of its ordinary securities.

ASX Guidance Note 12 indicates that ASX treats:

• (a) a major change in the character of the entity’s business activities as a “significant change” to the nature of the entity’s activities; and

• (b) a 25% change (upwards or downwards) to the size of the entity’s business operations as a “significant change” to the scale of the entity’s activities.

Further to paragraph (b) above, ASX have also indicated in that Guidance Note that the disposition of a business that accounts for 25% or more of consolidated total assets, consolidated total equity interests, consolidated annual revenue (or, in the case of a mining exploration company or other entity that is not earning material revenue from operations, consolidated annual expenditure) or consolidated annual profit before tax and extraordinary items, might give rise to a “significant change” to the scale of an entity’s activities.

The Company is a diversified energy company and holds interests in carbon nano-tube / fibre production, hydrogen fuels and the UK Gas Assets. Following completion of the Sale, the Company will focus all of its efforts on the marketing of its Hythane™ and hydrogen technologies, namely its nano-carbon / hydrogen pyrolysis project and Optiblend™ dual fuel technology.

The UK Gas Assets (being the only assets of Adamo UK) are valued in the Company’s latest financial statements (being the Company’s half yearly accounts for the period ended 31 December 2012 (“Last Accounts”)) at $2,716,132.

The Company’s consolidated total assets and consolidated total equity interests as per the Company’s Last Accounts are $6,993,127 and $5,653,198 respectively. Accordingly, the UK Gas Assets (based on both their valuation in the Company’s Last Accounts and the consideration to be paid for all of the shares in Adamo UK under the Sale, of £10,061,000 assuming all of the conditions in paragraph 4 under the heading “Background” are satisfied) represents more than 25% of each of these amounts.

As such, the Company seeks approval of its members to effect the Sale and to the consequential change in the nature and/or scale of its activities which will occur upon completion of that Sale.

Resolution 2: Approval of disposition of UK Gas Assets for purposes of ASX Listing Rule 11.2

Listing Rule 11.2 applies if the significant change involves an entity disposing of its main undertaking. If Listing Rule 11.2 applies the entity must get the approval of holders of its ordinary securities.

Listing Rule 19.12 defines the expression “undertaking” to include both assets and businesses. ASX have indicated in Guidance Note 12 that it considers “main undertaking” to be essentially synonymous with “main business activity”.

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Further, in that Guidance Note, ASX indicates that they generally apply a 50% “rule of thumb” in assessing whether a business constitutes the main undertaking of an entity. ASX have also indicated that, if a business accounts for less than 50% of an entity’s consolidated total assets, consolidated annual revenue (or, in the case of a mining exploration company or other entity that is not earning material revenue from operations, consolidated annual expenditure) and consolidated annual profit before tax and extraordinary items, there will be reasonably compelling evidence that the business is not the entity’s main undertaking.

The UK Gas Assets (being the only assets of Adamo UK) are valued in the Company’s Last Accounts at $2,716,132.

The Company’s consolidated total assets and consolidated total equity interests as per the Company’s Last Accounts are $6,993,127 and $5,653,198 respectively. Accordingly, the UK Gas Assets (based on both their valuation in the Company’s Last Accounts and the consideration to be paid for all of the shares in Adamo UK under the Sale, of £10,061,000 assuming all of the conditions in paragraph 4 under the heading “Background” are satisfied) represents more than 50% of each of these amounts. The UK Gas Assets will therefore be the Company’s main undertaking for the purposes of the Listing Rules.

As such, the Company seeks approval of its members to effect the Sale and to dispose of the UK Gas Assets by Adamo AU selling all of the shares in Adamo UK.

Resolution 3: Approval of disposition of UK Gas Assets for purposes of ASX Listing Rule 11.4

Listing Rule 11.4 provides that an entity must not dispose of a major asset if at the time of the disposal it is aware that the person acquiring the asset intends to issue or offer securities with a view to becoming listed. This rule does not apply if the holders of ordinary securities in the entity approve of the disposal without this offer being made.

Guidance Note 13 indicates that ASX treats an asset as a major asset if:

• (a) the value of, or the value of the consideration for, the asset represents 20% or more of consolidated equity interests;

• (b) the value of, or the value of the consideration for, the asset represents 15% or more of consolidated assets;

• (c) the revenue attributable to the asset represents 15% or more of consolidated operating revenue;

• (d) the market capitalisation of the acquiring entity is 20% or more of the market capitalisation of the entity.

Shale intends to seek a listing on AIM in London.

As set out above, the UK Gas Assets comprise the Company’s entire UK coal seam methane and shale gas portfolio.

The UK Gas Assets (being the only assets of Adamo UK) are valued in the Company’s Last Accounts at $2,716,132. The Company does not have a current independent valuation of the UK Gas Assets. The directors of the Company consider the consideration which will be received by Adamo AU for its shares in Adamo UK (and thus the UK Gas Assets) under the Sale represents fair market value. Adamo UK and the UK Gas Assets have not made any contribution to the Company’s recent past and current earnings.

As set out above, the price for the shares in Adamo UK is £10,061,000 (plus any applicable value added tax thereon), which comprises an initial consideration of £6,811,000 and an additional consideration of £3,250,000. Payment of the additional consideration is subject to satisfaction of the conditions set out in paragraph 4 under the heading “Background”. To the extent this consideration is to be satisfied by the issue of Shares in Shale:

• (a) the number of Shares to be issued to satisfy the initial consideration of £6,061,000 will be equal to 29.1% of the enlarged share capital of Shale after the raising by Shale of a further £5,000,000 as a pre-introduction to the AIM market at the London Stock Exchange; and

• (b) the Shares to be issued to satisfy the additional consideration will be issued at the moving average Share price during the 30 day period prior to the dates at which the milestones referenced in paragraph 4 under the heading “Background” have been met.

The Company’s consolidated equity interests and consolidated assets as per the Company’s Last Accounts are $6,993,127 and $5,653,198 respectively. Accordingly, the value of the consideration for the shares in Adamo UK (and thus the UK Gas Assets) under the Sale represents more than 20%, and 15%, respectively of these amounts. As a result, the Company seeks the approval of its members to effect the Sale of all of the shares in Adamo UK to Shale without the Shares which are to be issued by Shale as part of its £5,000,000 capital raising as a pre-introduction to AIM (or any other shares which are to be issued by Shale) having to be offered pro-rata to them. The Company’s members will have no right to participate in Shale’s capital raising.

The material terms and conditions on which Adamo AU will sell all of the shares in Adamo UK to Shale are set out above in the section headed “Background”.

The directors of the Company consider the disposal by Adamo AU of all of the shares in Adamo UK is in the best interests of the Company’s members as they do not consider that the value of those shares and the UK Gas Assets is being reflected in the Company’s share price, primarily because the Company is viewed in the market as being a clean energy company. As such to raise the funds necessary to progress this project would result in a substantial dilution of shareholders’ interests in all of the Company’s projects, not just the UK Gas Assets.

Following completion of the Sale, the Company will focus all of its efforts on the marketing of its Hythane™ and hydrogen technologies, namely its nano-carbon / hydrogen pyrolysis project and Optiblend™ dual fuel technology.

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“A”

Pro-forma consolidated statement of financial position

ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Property, plant and equipment Intangible assets Exploration and evaluation Investment in associate TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	31 Dec 2012 Adjustments Pro-forma 31 Dec 2012 $ $ 1,262,001 1,250,000 2,512,001 469,634 469,634 432,998 432,998 4,435 4,435 2,169,068 3,419,068 730,000 730,000 218,867 218,867 1,157,974 1,157,974 2,717,218 (2,717,218) - - 10,101,667 10,101,667 4,824,059 12,208,508 6,993,127 15,627,576 748,269 748,269 591,660 591,660 1,339,929 1,339,929 1,339,929 1,339,929 5,653,198 14,287,647 52,202,937 52,202,937 1,785,188 1,785,188 (48,334,927) 8,634,449 (39,700,478) 5,653,198 14,287,647	31 Dec 2012 Adjustments Pro-forma 31 Dec 2012 $ $ 1,262,001 1,250,000 2,512,001 469,634 469,634 432,998 432,998 4,435 4,435 2,169,068 3,419,068 730,000 730,000 218,867 218,867 1,157,974 1,157,974 2,717,218 (2,717,218) - - 10,101,667 10,101,667 4,824,059 12,208,508 6,993,127 15,627,576 748,269 748,269 591,660 591,660 1,339,929 1,339,929 1,339,929 1,339,929 5,653,198 14,287,647 52,202,937 52,202,937 1,785,188 1,785,188 (48,334,927) 8,634,449 (39,700,478) 5,653,198 14,287,647
		14,287,647

Assumptions:

1. The deferred payments (linked to certain milestones) being recorded as contingent assets (off-balance sheet).

2. Exchange rate used for GBP to AUD of 0.60.

3. The interest in Shale Energy Plc is equity accounted as per current accounting standards (this may change with AASB 10 & 11 which has effect from 1 July 2013)

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EDEN ENERGY LTD (ACN 109 200 900)

PROXY FORM GENERAL MEETING

The Company Secretary Eden Energy Ltd Level 15 197 St Georges Terrace Perth WA 6000 Fax +(618) 9282 5866

Shareholder Name Shareholder Address

Share Registry Website: www.advancedshare.com.au

I/We being a member/members of Eden Energy Ltd entitled to attend and vote at the meeting, hereby Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the meeting or the Chairman’s nominee, to vote in respect of ____% of my/our voting rights 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 Thursday the 25[th] of July 2013 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

FOR AGAINST ABSTAIN

Ordinary Resolutions:

1. Approval of disposition of UK Gas Assets for ASX Listing Rule 11.1

2. Approval of disposition of UK Gas Assets for ASX Listing Rule 11.2

3. Approval of disposition of UK Gas Assets for ASX Listing Rule 11.4

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not intended to be counted in computing the required majority on a poll.

Signed this day of 2013

Signed this day of 2013
Individuals and joint holders Signature Signature Signature	Companies (affixcommon seal ifappropriate)
	Director
	Director/Company Secretary
Signature	Sole Director and Sole Company Secretary

The Chairman intends to vote undirected proxies in favour of each item of business. If you do not wish to direct your proxy how to vote please place a mark in the box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Notes:

1. To be effective, this proxy and the power of attorney (if any) under which it is signed must be received at the Registered Office of the Company, Level 15, 197 St Georges Terrace, Perth, WA 6000 not less than 48 hours before the time for holding the meeting, or any adjournment thereof.

2. If the member is a corporation, the form of proxy should be signed under seal if appropriate.

INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this General Meeting as the shareholder’s proxy. A proxy need not be a shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed either in accordance with the Constitution of the company or under the hand of an officer of the company or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by all of the joint shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this General Meeting, that is by 10.00am WST on 23 July 2013, by post or facsimile to the respective addresses stipulated in this proxy form.

6. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

7. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

8. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

9. (c) if the proxy is Chairman, the proxy must vote on a poll and must vote that way, and

10. (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, or acts as proxy for any other shareholder, the proxy can cast any votes the proxy holds as a shareholder or as proxy for any other shareholder in any way that the proxy, or that other shareholder, sees fit.

1. The Chairman intends to vote in favour of all resolutions set out in the Notice of General Meeting.