ELEMENTOS LIMITED

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29 October 2013

NOTICE OF ANNUAL GENERAL MEETING

Attached is a Notice of Meeting and Proxy Form in relation to the annual general meeting of shareholders to be held on 29 November 2013

The notice and proxy have been mailed to shareholders.

For more information, please contact: Linda Scott, Chief Financial Officer Phone: +61 (7) 3221 7770 Email: [email protected]

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ABN 49 138 468 756

Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at Level 8, 26 Wharf Street, Brisbane QLD on Friday, 29 November 2013 commencing at 9:00am AEST.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Directors	Mr Calvin Treacy (Managing Director)
	Mr Corey Nolan (Executive Director)
	Mr Richard Seville (Non-executive Director)
Joint Company Secretaries	Ms Linda Scott and Mr Paul Crawford
Registered Office	Level 8
	26 Wharf Street
	BRISBANE QLD 4000
	AUSTRALIA
	Ph: (+617) 3221 7770
	Fax: (+617) 3221 7773
	Email: [email protected]
	Website: www.elementos.com.au
Auditors	BDO Audit (QLD) Pty Ltd
	Level 10
	12 Creek Street
	BRISBANE QLD 4000
	AUSTRALIA
Legal Advisers	Hemming + Hart
	Level 5
	307 Queen Street
	BRISBANE QLD 4000
	AUSTRALIA
Share Registry	Boardroom Pty Limited
	Level 7
	207 Kent Street
	SYDNEY NSW 2000
	AUSTRALIA

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2013 Annual General Meeting of Shareholders of Elementos Limited (ABN 49 138 468 756) (“Company” or “Elementos”) will be held at Level 8, 26 Wharf Street, Brisbane QLD on Friday, 29 November 2013 at 9:00am AEST.

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditor’s Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2013.

1. Remuneration Report

To consider, and if thought fit, pass the following advisory Resolution, without amendment:

“That the Remuneration Report for the year ended 30 June 2013 (as set out in the Directors’ Report) be adopted.”

Terms used in	this Notice of Meeting are defined in the “Interpretation” section of the accompanying
Explanatory Statement.
The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.
Voting restriction pursuant to section 250R(4) of the Corporations Act
A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following
persons:
(a)	a member of the Key Management Personnel details of whose remuneration
	are included in the Remuneration Report;
(b)	a Closely Related Party of such a member.
However, the	above persons may cast a vote on Resolution 1 if:
(a)	the person does so as a proxy; and
(b)	the vote is not cast on behalf of a member of the Key Management Personnel details
	of whose remuneration are included in the Remuneration Report or a Closely Related
	Party of such a member; and
(c)	either:
	(i) the voter is appointed as a proxy by writing that specifies the way the proxy is
	to vote on the Resolution; or
	(ii) the voter is the chair of the meeting and the appointment of the chair as
	proxy:
	(1) does not specify the way the proxy is to vote on the resolution; and
	(2) expressly authorises the chair to exercise the proxy even if the
	resolution is connected directly or indirectly with the remuneration of a
	member of the Key Management Personnel for the Company or, if the
	Companyispart of a consolidated entity, for the entity.

2. Re-election of Mr Corey Nolan as a Director

To consider and, if thought fit, pass the following Resolution, as an Ordinary Resolution, without amendment:

“That Mr Corey Nolan, who retires in accordance with Clause 8.3 of the Company’s Constitution and, being eligible for re-election offers himself for re-election, be re-elected as a Director of the Company.”

SPECIAL BUSINESS

3. Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

To consider and, if thought fit, pass the following Resolution, as a Special Resolution, without amendment:

“That, pursuant to and in accordance with 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 and on the terms and conditions in the Explanatory Memorandum.”

Voting exclusion statement

The Company will disregard any votes cast on this Resolution 3 by:

(a)	any person who may participate in the proposed issue of the Placement Securities and any
	person who might obtain a benefit, except a benefit solely in the capacity as a holder of
	Shares, if this Resolution 3 is passed; and
(b)	any associate of such persons.
However, the Company need not disregard a 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 direction on the proxy form to vote as the proxy decides.
Important note

The proposed allottees of any Placement Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in Listing Rule 14.11.1 relating to 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 the Placement Securities), 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.

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By Order of the Board

Linda Scott

Joint Company Secretary

Dated: 28 October 2013

EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement is provided to Shareholders of Elementos Limited ACN 138 468 756 (“Company” or “Elementos”) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 8, 26 Wharf Street, Brisbane QLD on Friday, 29 November 2013 at 9:00am (Brisbane time).

The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions.

CONSIDER THE COMPANY’S ANNUAL REPORT

The Company’s Annual Report comprising the Directors’ Report and Auditor’s Report, Directors’ Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2013 was released to ASX on 24 September 2013. The Company’s Annual Report is placed before Shareholders for discussion. No voting is required for this item.

Time will be allowed during the Meeting for consideration of and questions from Shareholders in relation to the Annual Report.

RESOLUTION 1 – REMUNERATION REPORT

In accordance with section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the Annual Report. The Report:

explains the Board’s policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;
explains the relationship between the Board’s remuneration policy and the Company’s performance;
sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and
details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report;
(b) a Closely Related Party of such a member.

However, the above persons may cast a vote on Resolution 1 if:

(a) the person does so as a proxy; and
(b) the vote is not cast on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member; and
(c) either:

1) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
2) the voter is the chair of the Meeting and the appointment of the chair as proxy:
i. does not specify the way the proxy is to vote on the Resolution; and
ii. expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the Resolutions the subject of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. A vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.

RESOLUTION 2 – RE-ELECTION OF MR COREY NOLAN AS A DIRECTOR

In accordance with Clause 8.3 of the Company’s Constitution, Mr Corey Nolan will retire by rotation at the Annual General Meeting, and will stand for re-election.

Mr Nolan was appointed a Director on incorporation of the Company in July 2009. In October 2013, at the completion of the Rockwell merger, Mr Nolan stood down as Managing Director and assumed an Executive Director role.

Mr Nolan has twenty years of diverse experience in the resources sector. This has included experience in mining operations, global resource evaluation, and the financing and development of new opportunities in Australia, South Africa, Asia and South America.

Mr Nolan is a qualified mineral economist. He has held specialist roles as an equities analyst in the mining and natural resources sector of stock broking firms Morgan Stanley and Wilson HTM. During this period he undertook detailed coverage of the Australian and global resources sector including the commodities market.

Mr Nolan has been a Director at PWC in the corporate finance and valuations practice, specialising in resources industry valuations for Australian and global resources firms.

The Directors (excluding Mr Nolan) recommend that you vote in favour of this Ordinary

Resolution.

RESOLUTION 3 – APPROVAL TO ISSUE AN ADDITIONAL 10% OF THE ISSUED CAPITAL OF THE COMPANY OVER A 12 MONTH PERIOD PURSUANT TO LISTING RULE 7.1A

General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the entity’s annual general meeting (“10% Placement Capacity”). The 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

The Company is an Eligible Entity.

If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 3.2 below).

The effect of Resolution 3 will be to allow the Directors to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity.

Resolution 3 is a special resolution . Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

is not included in the S&P/ASX 300 Index; and
has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $3.7 million.

The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of quoted Equity Securities on issue, being the Shares.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A = the number of fully paid ordinary securities (Shares) on issue 12 months before the date of issue or agreement:

(i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
(ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
(iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under listing rule 7.1 and 7.4;
(iv) less the number of Shares cancelled in the previous 12 months.

D = 10%.

E = the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the issue date or date of agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 3.3(a)(i), the date on which the Equity Securities are issued.

Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of the Annual General Meeting; and
(ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking); or
(iii) such longer period if allowed by ASX (10% Placement Capacity Period).

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.


		Dilution
Number of shares on Issue *	Number of Shares issued under 10% Placement Capacity	Funds Raised based on an issue price of $0.01 (50% decrease in current share price)	Funds Raised based on an issue price of $0.02 (current share price)	Funds Raised based on an issue price of $0.03 (50% Increase in current share price)
188,638,746 (current)	18,863,875	$188,639	$377,277	$565,916
466,118,767 (post-merger)	46,611,877	$466,119	$932,238	$1,398,356
699,178,151 (50% increase)	69,917,815	$699,178	$1,398,356	$2,097,534
932,237,534 (100% increase)	93,223,753	$932,238	$1,864,475	$2,796,713

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

Resolution 3 is approved.
The current shares on issue are the Shares on issue as at 18 October 2013.
The issue price set out above is the closing price of the Shares on the ASX on 18 October 2013.
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.
Only shares will be issued under the 10% Placement Capacity and none of the Company’s unquoted options or performance rights have been exercised.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Annual General Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

(i) as cash consideration, in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital ; or
(ii) as non-cash consideration for the acquisition of new resources 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.

Limit on Issue

The company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 4 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the Company’s circumstances, including, but not limited to, its financial position and solvency;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).

Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval under ASX Listing Rule 7.1A at the Annual General Meeting held on 22 November 2012.

Information under Listing Rule 7.3A.6(a):

The table below shows the total number of equity securities issued in the past 12 months preceding the date of the Annual General Meeting and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities issued in the prior 12 month period	148,290,347 ordinary shares and 41,653,451 options
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 monthperiod	22.29%

Information under Listing Rule 7.3A.6(b):

The tables below set out specific details for each issue of equity securities that have taken place in the 12 month period preceding the date of the Annual General Meeting.

Date of issue	22 November 2012
Number issued	1,399 ordinary shares 60,892 ordinary shares
Class and type of equity security	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares
Summary of terms	Exercise of options Executive Staff Salary Sacrifice Plan.
Names of persons who received	Option holder Executive staff
Price	$0.060 $0.043
Discount to market price (if any)	Nil
Total cash consideration received	$83.94 Nil
Amount of cash consideration spent	N/A
Use of cash consideration	Working capital
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A

Date of issue	4 December 2012
Number issued	400,000
Class and type of equity security	unlisted options
Summary of terms	Exercisable at 6 cents each on or before 3

	December 2016
Names of persons who received	Executive staff
Price	Nil
Discount to market price (if any)	Nil
Total cash consideration received	Nil
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A

Date of issue	8 February 2013
Number issued	1,178,782 ordinary shares 2,350,000 unlisted options
Class and type of equity security	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares and unlisted options
Summary of terms	Ordinary shares ranking equally with all other ordinary shares Options exercisable at 6 cents each on or before 20 January 2017
Names of persons who received	Directors and executive staff Executive staff
Price	$0.02310 Nil
Discount to market price (if any)	Nil
Total cash consideration received	Nil Nil
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A

Date of issue	18 April 2013
Number issued	4,817,789
Class and type of equity security	ordinary shares
Summary of terms	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares and unlisted options
Names of persons who received	Directors and executive staff
Price	$0.0149
Discount to market price (if any)	Nil
Total cash consideration received	Nil Nil
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A

Date of issue	28 June 2013
Number issued	8,722,238
Class and type of equity security	ordinary shares
Summary of terms	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares and unlisted options
Names of persons who received	Shareholders pursuant to a Shareholder Purchase Plan
Price	$0.018
Discount to market price (if any)	Nil
Total cash consideration received	$157,000
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A
Date of issue	18 July 2013
Number issued	2,704,129

Class and type of equity security	ordinary shares
Summary of terms	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares and unlisted options
Names of persons who received	Directors and executive staff
Price	$0.0155
Discount to market price (if any)	Nil
Total cash consideration received	Nil Nil
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A

Date of issue	7 August 2013
Number issued	6,196,503 16,666,667
Class and type of equity security	ordinary shares
Summary of terms	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares and unlisted options
Names of persons who received	Sophisticated and professional investors
Price	$0.0143 $0.0150
Discount to market price (if any)	Nil
Total cash consideration received	$338,610
Amount of cash consideration spent	N/A
Use of cash consideration	Provide funds to complete the Rockwell Minerals Limited merger and advance the Cleveland Project
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A
Date of issue	The earlier of 21 days after the conclusion of the offer period for the takeover bid or within 1 month after the takeover bid becomes unconditional

Number issued	Up to 277,480,021
Class and type of equity security	ordinary shares
Summary of terms	Fully paid ordinary shares ranking equally with all other fully paid ordinary shares and unlisted options
Names of persons who received	Shareholders of Rockwell Minerals Limited
Price	3.5 Elementos shares issued for each Rockwell Minerals Limited share
Discount to market price (if any)	Nil
Total cash consideration received	Nil Nil
Amount of cash consideration spent	N/A
Use of cash consideration	N/A
Intended use for remaining amount of N/A cash (if any)
For non-cash issues
Non-cash consideration paid	N/A
Current value of that non-cash	N/A

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 3.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7:00pm AEST on Thursday, 28 November 2013. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

INTERPRETATION

Annual General Meeting or Meeting means the annual general meeting of the Company to be held on 29 November 2013.

ASX means ASX Limited ACN 008 624 691 or Australian Securities Exchange (as applicable).

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors of the Company.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

(a) a spouse or child of the member; or
(b) a child of the member’s spouse; or
(c) a dependent of the member or the member’s spouse; or

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or
(e) a company the member controls; or
(f) a person prescribed by the regulations for the purposes of this paragraph.

Company or Elementos means Elementos Limited ACN 138 468 756.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Eligible Entity has the meaning given to that term in the Listing Rules.

Equity Securities has the meaning given to that term in the Listing Rules.

ESOP means the Employee and Officer Share Option Plan established by the Company (and the subject of Resolution 3) to enable the issue of Shares or Options to eligible employees and officers as incentives to assist in the attraction, retention and motivation of employees and officers.

Explanatory Statement means this explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rules means the Listing Rules of ASX.

Market Price has the meaning given to that term in the Listing Rules.

Notice of Meeting means the Notice of Annual General Meeting.

Options means options to acquire Shares in the capital of the Company.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the Resolution.

Placement Securities means the Equity Securities that may be issued if Resolution 3 is passed, representing up to 10% of the issued capital of the Company (at the time of issue) and calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3, and otherwise on the terms and conditions described in the Explanatory Statement.

Resolutions means the resolutions proposed to be put to Shareholders at the Annual General Meeting and Resolution shall have a corresponding meaning.

Shareholder means a holder of ordinary shares in the Company.

Shares means ordinary fully paid shares in the issued capital of the Company.

Special Resolution means a resolution:

(a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and
(b) passed by at least 75% of the votes cast by members entitled to vote on the Resolution.

Trading Day has the meaning given to that term in the Listing Rules.

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Level 7, 207 Kent Street, Sydney NSW 2000 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au

 By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 9:00am AEST on Wednesday 27 November 2013.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 9:00am AEST on Wednesday 27 November 2013. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

By Fax + 61 2 9290 9655
By Mail Boardroom Pty Limited
GPO Box 3993, Sydney NSW 2001 Australia
In Person Level 7, 207 Kent Street,
Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Elementos Limited ABN 49 138 468 756

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Elementos Limited and entitled to attend and vote hereby appoint

Appoint the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy at the Annual General Meeting of Elementos Limited to be held at Level 8, 26 Wharf Street, Brisbane, QLD on Friday, 29 November, 2013 at 9:00am AEST and at any adjournment of that meeting, to act 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.

Chairman authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy or the Chairman of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of this resolution even though resolution 1 is connected with the remuneration of a member of key management personnel for Elementos Limited

The Chairman of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chairman of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 To Adopt the Remuneration Report Resolution 2 To re-elect Mr Corey Nolan as a Director Resolution 3 Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed to enable your directions to be implemented.

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

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2013

AI assistant

ELEMENTOS LIMITED — AGM Information 2013

64837_rns_2013-10-28_6f4eb378-deb2-41f7-99a6-4fd898d6d27f.pdf

NOTICE OF ANNUAL GENERAL MEETING