EMPIRE RESOURCES LIMITED — AGM Information 2019

Oct 10, 2019

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ACN 092 471 513

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

13 NOVEMBER 2019

3.00 PM

AT

LEVEL 4 130 STIRLING STREET PERTH WESTERN AUSTRALIA 6000

NOTICE OF ANNUAL GENERAL MEETING

The attached “Explanatory Memorandum” should be read in conjunction with this Notice of Meeting.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of shareholders of Empire Resources Limited ACN 092 471 513 (“ the Company ”) will be held at 3 pm at Level 4, 130 Stirling Street, Perth WA 6000 on 13 November 2019, to conduct the following business:

BUSINESS OF THE MEETING

ANNUAL REPORT 2019

To receive and consider the financial report together with the Directors’ report (including the remuneration report) and auditor’s report for the financial year ended 30 June 2019.

ORDINARY BUSINESS – RESOLUTIONS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Directors’ Report in the Annual Report for the year ended 30 June 2019”.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any of the Key Management Personnel listed in the Remuneration Report and any of their closely related parties. 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 a direction on the proxy form to vote as the proxy decides.

The Chairman of the meeting intends to vote all undirected proxies in favour of Resolution 1.

RESOLUTION 2 – TO ELECT MR SEAN RICHARDSON AS A DIRECTOR

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

"That for the purpose of clause 3.3 of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Sean Richardson, a Director who was appointed as an additional Director on 4 July 2019, retires, and being eligible, is elected as a Director.”

RESOLUTION 3 – TO RE-ELECT MR DAVID SARGEANT AS A DIRECTOR

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

"That Mr David Sargeant, who retires as a Director in accordance with rule 3.6 of the Company’s Constitution and, being eligible, having offered himself for re-election, is hereby re-elected as a Director".

RESOLUTION 4 – APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

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

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

Voting Exclusion: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any person who is expected to participate in the issue of Equity Securities under the Additional 10% Placement Facility and any person who will obtain a material benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed, or any person associated with those 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 a direction on the proxy form to vote as the proxy decides.

Important note: The proposed allottees of any Equity Securities under the Additional 10% Placement Capacity are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), exclude their votes.

RESOLUTION 5 – RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

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

"That for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders of the Company approve and ratify the prior issue of 5,015,000 Shares at 1.0 cent per share on 6 March 2019 to the underwriter of the non-renounceable rights offer as announced 6 November 2018.”

Voting Exclusion

The Company will disregard any votes cast in favour of the resolution by or on behalf of a person who participated in the share issue and any of their respective Associates. 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 a direction on the proxy form to vote as the proxy decides.

RESOLUTION 6 – ISSUE OF FUTURE PLACEMENT SHARES

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

“That, for the purpose of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to at an issue price per Share of not less than 80% of the VWAMP for Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the new Shares are issued, with a minimum issue price of 0.8 cents, to sophisticated investors, employees or suppliers of the Company, for the purposes and on the terms set out in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their Associates. 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 a direction on the proxy form to vote as the proxy decides.

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RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR – MR SEAN RICHARDSON

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

“For the purposes of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Directors to issue 20 million Performance Rights to Mr Sean Richardson, the Managing Director (or his nominee) in accordance with the terms and conditions set out in the Explanatory Memorandum.”

ASX Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Sean Richardson or his nominee or any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

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

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

• (c) the proxy is the Chair of the Meeting; and

• (d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

By Order of the Board

_____ Simon Storm Company Secretary 11 October 2019

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PROXIES

1. A Proxy Form is enclosed with this Notice.

2. A member may appoint not more than 2 proxies. A proxy need not be a member.

3. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes each proxy may exercise half of the member's rights.

4. An instrument appointing a proxy or a power of attorney may not be treated as valid unless:

(a) in the case of a proxy, the Proxy Form, and, if it is executed by an attorney, the relevant power of attorney or a certified copy of it; and

(b) in the case of an attorney, the power of attorney or a certified copy of it, to the satisfaction of the Directors is or are deposited at the Company's registered office at 159 Stirling Highway, Nedlands, WA 6009 or on fax number : +61 (0)8 9386 9473 by no later than 48 hours before the time fixed for holding the meeting.

1. An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing or, if the appointor is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.

2. 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 Shareholders at 3pm (WST) on 11 November 2019. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

OTHER

Words, which are defined in the Explanatory Memorandum, have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and the Explanatory Memorandum, the following words are defined here:

“ASX” means Australian Securities Exchange Limited (ACN 008 624 691).

“ Board’ means the board of directors of the Company.

“Company” means Empire Resources Limited ACN 092 471 513.

“Corporations Act” means the Corporations Act 2001 (Cth).

“Director ” means a director of the Company.

“Dollar” or “$” means Australian Dollars.

"Employee" includes an officer, employee or contractor of, or consultant to, the Company.

“Equity Securities” – being an Equity Security, as defined in the Listing Rules, being a share, unit, right to a share or unit or option, a convertible security, any security that ASX decides is an equity security but not a security ASX decides to classify as a debt security.

“Explanatory Memorandum” means the explanatory memorandum set out and attached to this Notice of Meeting.

"Key Management Personnel ” is a member of the key management personnel as disclosed in the Remuneration Report.

“Listing Rules” means the listing rules of ASX.

“Notice of Meeting ” or “Notice” means this notice of annual general meeting.

“Performance Right” - means a right to acquire a Share, subject to satisfaction of any vesting conditions, milestones and the corresponding obligation of the Company to provide the Share, under a binding contract made by the Company and an eligible participant.

“Proxy Form” means the proxy form accompanying this Notice of Meeting.

"Remuneration Report" as set out in the Directors’ Report in the Annual Report for the year ended 30 June 2019.

“Resolution” means a resolution set out in this Notice of Meeting.

“Shareholder” means a holder of Shares.

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

“WST” means Western Standard Time.

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the annual general meeting of Shareholders to be held on 13 November 2019 (“ the Meeting ”).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

BUSINESS OF THE MEETING

Annual Report 2019

Section 317 of the Corporations Act requires the Directors to lay before the annual general meeting the financial report, Directors’ report (including the remuneration report) and the auditor’s report for the last financial year that ended before the annual general meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to these reports but no formal resolution to adopt the reports will be put to Shareholders at the annual general meeting (save for Resolution 1 for the adoption of the remuneration report).

ORDINARY BUSINESS – RESOLUTIONS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to a non-binding vote of Shareholders. The Annual Report contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Managing Director and non-executive Directors. The Annual Report is available on the Company's website at www.resourcesempire.com.au.

The Corporations Act provides that Resolution 1 need only be an advisory vote of Shareholders and does not bind the directors. However, in addition, the Corporations Act provides that if the Company’s Remuneration Report resolution receives a “no” vote of 25 per cent or more of votes cast at the Meeting, the Company’s subsequent remuneration report must explain the Board’s proposed action in response or, if the Board does not propose any action, the Board’s reasons for not making any changes. The Board will take into account the outcome of the vote when considering the remuneration policy, even if it receives less than a 25% “no” vote.

In addition, the Corporations Act now sets out a ‘two strikes’ re-election process. Under the ‘two strikes’ re-election process, if the Company’s remuneration report receives a ‘no’ vote of 25% or more of all votes cast at two consecutive annual general meetings (that is, ‘two strikes’), a resolution (the ‘spill resolution’) must be put to the second annual general meeting, requiring Shareholders to vote on whether the Company must hold another general meeting (known as the ‘spill meeting’) to consider the appointment of all of the Directors who stand for re-appointment (other than the Managing Director). If the spill resolution is approved by a simple majority of 50% or more of the eligible votes cast, the ‘spill meeting’ must be held within 90 days of that second annual general meeting (unless none of the Directors, other than the Managing Director, stand for re-appointment). Further information will be provided on the ‘spill resolution’ and ‘spill meeting’ for any annual general meeting at which the Company may face a ‘second strike’.

The remuneration levels for directors, officer and senior managers are competitively set to attract and retain appropriate directors and key management personnel.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

RESOLUTION 2 – TO ELECT MR SEAN RICHARDSON AS A DIRECTOR

Clause 3.3 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors. Any Director so appointed holds office only until the next following Annual General Meeting and is then eligible for re-election.

Pursuant to clause 3.3 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Richardson, having been appointed on 4 July 2019 will retire in accordance with clause 3.3 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Other Information:

Qualifications - MBA, MSc (Curtin)

Mr Richardson is an experienced Minerals Executive, a graduate of the Western Australian School of Mines (WASM) and a Fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). Mr Richardson has over 25 years operational, consultancy and managerial experience in Australian, North American, African, South-East and Central Asian mineral projects. His experience ranges from exploration through project development to production, having held senior management positions for a number of ASX listed and private exploration, mining and consultancy companies including; Bardoc Gold Limited, North West Nickel and Atlas Iron.

RESOLUTION 3 – TO RE-ELECT MR DAVID SARGEANT AS A DIRECTOR

In accordance with rule 3.6 of the Company’s Constitution, at each annual general meeting of the Company one third of the Directors for the time being, or if their number is not 3 or a multiple of 3, then the number nearest to but not exceeding 1/3 need to retire from office by rotation, but no Director may retain office for more than 3 years without submitting himself or herself for re-election even though the submission results in more than 1/3 of the Directors retiring from office.

Accordingly, Mr Sargeant is required to retire by rotation at the forthcoming annual general meeting, and being eligible, offers himself for re-election as a Director.

All Directors, with the exception of Mr Sargeant, recommend Shareholders approve this Resolution concerning his re-appointment.

Other Information:

Qualifications - BSc. MAusIMM

Mr Sargeant – who holds a Bachelor of Science degree in economic geology from the University of Sydney – has more than 40 years experience as a geologist, consultant and company director. As such, he has been involved in numerous mineral exploration, ore deposit evaluation and mining development projects and is a member of AusIMM and the Geological Society of Australia.

During his career, Mr Sargeant has held a range of senior positions, including that of senior geologist with Newmont Pty Ltd and senior supervisory geologist with Esso Australia Ltd at the time of the Harbour Lights Gold Mine discovery and development. Further, Mr Sargeant was the first chief geologist at Telfer Gold Mine during exploration, development and production at that project. In addition, he was exploration manager for the Adelaide Petroleum NL group of companies, manager of resources development for

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

Sabminco NL and a technical director of Western Reefs Limited during the period in which that company became a successful producer at the Dalgaranga Gold Project.

Mr Sargeant has been a director of the following listed company during the past three years.

Company

Position Appointed Resigned

FYI Resources Ltd Non-executive Director 30/11/2009 -

RESOLUTION 4 – APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

1.1 Background

Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting ( Additional 10% Placement Facility ). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less, as at the time of the entity’s annual general meeting. The Company is an eligible entity as at the time of this Notice of Annual General Meeting and is expected to be an eligible entity as at the time of the Annual General Meeting.

Resolution 4 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 4 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out below.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities that the Company may issue under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 1.2 (b) of this Notice of Annual General Meeting below).

The Company is seeking a mandate to issue securities under the Additional 10% Placement Facility as it provides additional flexibility and capacity to the fund raising alternatives that would otherwise normally be available to the Company.

1.2 Regulatory Requirements

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

(a) Minimum Issue Price

Equity securities issued under the Additional 10% Placement Facility must be in the same class as an existing class of quoted Equity Securities of the Company. As at the date of this Notice of Annual General Meeting, the Company has on issue one class of quoted Equity Securities, being Shares.

The issue price of Equity Securities issued under the Additional 10% Placement Facility must not be lower than 75% of the volume weighted average price for securities in the same class calculated over the 15 trading days on which trades in that class were conducted 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 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

(b) Dilution

As at the date of this Notice of Annual General Meeting, the Company has 621,814,690 Shares on issue. Accordingly, if Shareholders approve Resolution 4 the Company will have the capacity to issue approximately 62.181 million Equity Securities under the Additional 10% Placement Facility in accordance with Listing Rule 7.1A.

The precise number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the following formula:

(A x D) – E

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

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

• b) plus the number of partly paid shares that became fully paid in the 12 months;

c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval;

d) less the number of fully paid shares cancelled in the 12 months. Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

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

If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Facility, existing Shareholders' voting power in the Company will be diluted as shown in the table below to the extent Shareholders do not participate in the issue. There is a risk that:

(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Annual General Meeting; and

(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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

The table also shows:

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

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

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

Variable 'A' in Listing Rule 7.1A.2	Variable 'A' in Listing Rule 7.1A.2	Dilution	Dilution	Dilution
		50% decrease in issue price (cents)	Issue price (cents)	50% increase in issue price (cents)
		0.55	1.10	1.65
Current Variable A	Voting Dilution	10%	10%	10%
621,814,690	Number of Shares	62,181,469	62,181,469	62,181,469
	Funds raised($)	$341,998 10%	$683,996 10%	$1,025,994 10%
50% increase in current Variable A	Voting Dilution
932,722,035	Number of Shares	93,272,204	93,272,204	93,272,204
	Funds raised($)	$512,997	$1,025,994	$1,538,991
100% increase in current Variable A	Voting Dilution	10%	10%	10%
1,243,629,380	Number of Shares	124,362,938	124,362,938	124,362,938
	Funds raised($)	$683,996	$1,367,992	$2,051,988

The table has been prepared on the following assumptions:

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

2. No Options (including any Options issued under the Additional 10% Placement Facility) are exercised into Shares before the date of issue of the Equity Securities;

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

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

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

6. The issue of Equity Securities under the Additional 10% Placement Facility consists only of Shares.

7. The issue price is 1.1 cents, being the closing price of the Shares on ASX on 10 October 2019.

(c) Issue Period

If Shareholders approve Resolution 4, the Company will have a mandate to issue Equity Securities under the Additional 10% Placement Facility under Listing Rule 7.1A from the date of the Annual General Meeting until the earlier of the following to occur:

(i) the date that is 12 months after the date of the Annual General Meeting; and

(ii) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (the Additional 10% Placement Period). The approval will cease to be valid in the event that holders of the Company’s shares approve a transaction under rule 11.1.2 or rule 11.2.

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

(d) Purpose of Issues

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

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

(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition), continued exploration and maintaining its tenement holdings in good standing and/or general working capital.

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

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

(e) Allocation Policy

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

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issues in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(f) Previous issues of Equity Securities under Listing Rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting on 27 November 2018. (“Previous Approval”). Since that date there has been no issue of Equity Securities pursuant to that Previous Approval.

(g) Previous issues of Equity Securities

The following table provides details regarding the total number of equity securities issued in the past 12 months preceding the date of the meeting and the percentage those issues represent of the total number of securities on issue at the commencement of the 12 month period under Listing Rules 7.1 and 7.1A:

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

Equity securities issued in prior 12 months	5,015,000	2,500,000
Percentage of the total number of equity securities on issue at the commencement of that 12 month period.	1.0%	0.5%
Specific details for these issues:
Date of Issue	06-Mar-19	06-Mar-19
Number Issued	5,015,000	2,500,000
Approval process	See Resolution 5	Issued under 7.1 capacity
Class/Type of SecurityIssued	Ordinaryshares	Ordinaryshares
Summary of the Terms
Names of the Allottees or basis on which they were determined	Mac Equity Partner Pty Ltd nominees	Hera Investments Pty Ltd
Price(cents)	1.00	1.00
Premium/(Discount) to Market Price at issue date	0%	0%
For cash issues:
Cash consideration received($)	-	25,000
Amount of that cash that has been spent ($)	n/a	25,000
Use of cash consideration - Exploration costs	-	25,000
Intended use for remaining amount of cash	N/A	N/A
For non-cash issues:
Non-cash consideration paid ($) - settlement of underwriting fees pursuant to Rights Issue offer dated 15 Nov 2018	50,150	-
Current value of that non-cash consideration	N/A	N/A

Voting exclusion statement

A voting exclusion statement for Resolution 4 is included in the Notice of Annual General Meeting preceding this Explanatory Memorandum. At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

1.3 Board Recommendation

The Board believes that the Additional 10% Placement Facility is beneficial for the Company as it will give the Company the flexibility to issue further securities representing up to 10% of the Company’s share capital during the next 12 months. Accordingly, the Board unanimously recommend that Shareholders approve Resolution 4.

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EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

RESOLUTION 5– RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

On 6 March 2019 the Company issued 5,015,000 fully paid ordinary shares at a price of 1.0 cent per Share.

Whilst the issue made on 6 March 2019 did not require the prior approval of Shareholders as it was within the Company’s existing 15% placement capacity, the purpose of this resolution is to give approval to the allotment of these Shares in accordance with the requirements of Listing Rule 7.4 to provide the Company with the flexibility to issue further securities in accordance with the limits under the Listing Rules should the need arise in the future.

The following information is provided to Shareholders in accordance with the requirements of Listing Rule 7.5:

• (a) the number of Shares allotted and issued was 5,015,000;

• (b) the Shares were issued at an issue price of 1.0 cent per Share and were issued to nominees of the Underwriter, Mac Equity Partners Pty Ltd, in lieu of the underwriting fee, as explained in the Rights Issue Offer Document dated 15 November 2018;

• (c) the Shares were fully paid ordinary shares in the capital of the Company;

• (d) the allottees of the Shares were Mr Bryant James Mclarty (2,507,500 Shares), Pilbara Trading Pty Ltd (1,755,250 Shares) and Annbrook Capital Pty Ltd (752,250 Shares); and

• (e) no funds were raised from the issue of the Shares as they were issued in lieu of the underwriting fee as explained in (b) above

The approval given under this resolution is not given for any other purpose other than to provide the Company with the flexibility to issue further securities.

RESOLUTION 6 – ISSUE OF FUTURE PLACEMENT SHARES

Resolution 6 seeks Shareholder approval for the proposed issue of up to $1,500,000 worth of new Shares (Future Placement Shares) at an issue price per Share of not less than 80% of the VWAMP for Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the new Shares are issued, with a minimum issue price of 0.8 cents. Future Placement Shares may be issued to various:

• sophisticated or professional investors who are not related parties of the company;

• employees of the Company (other than directors of the Company) who consent to being issued Shares in lieu of cash remuneration owed to them; and

• suppliers of the Company who consent to being issued Shares in lieu of cash consideration for goods supplied by them or services rendered by them,

in each case where the recipient falls within one or more classes of disclosure exemption as specified in section 708 of the Corporations Act.

Listing Rule 7.1 restricts the number of Equity Securities a company may issue (or agree to issue) in any 12 month period without shareholder approval to 15% of the number of ordinary securities on issue at the commencement of that 12 month period (subject to specified exceptions). If approval is obtained under Listing Rule 7.1 for an issue of Shares, those Shares must be issued within 3 months of the date of that approval (unless a waiver from ASX is obtained).

At this stage the Company has not committed to undertaking any issue of Future Placement Shares, nor the price at which Future Placement Shares may be issued. However, pursuant to Resolution 6 the Company is seeking the approval of Shareholders to provide it with flexibility to raise or conserve cash by

13

EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

issuing Future Placement Shares at its discretion up to a value of $1,500,000, so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities by the Company in the next 12 months. The Company may seek similar approvals from Shareholders at future general meetings (if required).

Listing Rule 7.3 requires the following information to be provided in relation to this Resolution:

(a) The maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $1,500,000. By way of example, at the minimum issue price of 0.8 cents, the maximum number of Future Placement Shares that could be issued pursuant to Resolution 6 is 187,500,000 Shares. By way of a further example, if the issue price was 1.0 cents, the maximum number of Future Placement Shares that could be issued pursuant to Resolution 6 would be 150,000,000 Shares, and if the issue price was 1.2 cents, the maximum number of Future Placement Shares that could be issued pursuant to Resolution 6 would be 125,000,000 Shares.

(b) The Future Placement Shares will be issued progressively as various subscribers are identified or as employees or suppliers agree to accept Shares in lieu of cash owed to them. In any event, however, no Future Placement Shares will be issued later than 3 months after the date of the Meeting (or such later date as permitted by any waiver or modification of the Listing Rules).

(c) The Future Placement Shares will be issued at a price to be determined by the Directors, which in each case, will be at least 80% of the VWAMP for Shares calculated over the last 5 days on which sales in Shares were recorded before the day on which the Future Placement Shares are issued.

(d) The Shares to be issued will be fully paid ordinary shares in the capital of the Company.

(e) The recipients of the Future Placement Shares have not yet been identified but will be within the categories of investors, employees and suppliers as described above.

(f) If the Company raises further funds by issuing Future Placement Shares to sophisticated or professional investors, the Company intends to use the funds raised from the issue to

• to repay the outstanding balance of a loan facility;

• for exploration of the company's projects; and

• for general working capital.

If the company issues Future Placement Shares to employees or suppliers of the Company, the Company will not raise any funds through the issue of such Shares, but the issue will satisfy obligations of the Company to pay amounts owed to those employees and/or suppliers.

The Board unanimously recommends that Shareholders vote in favour of Resolution 6.

A voting exclusion applies to Resolution 6 in the terms set out in the Notice of Meeting. As there are currently no investors who have committed to subscribing for Future Placement Shares, and no employees or suppliers who have agreed to be paid in Shares in lieu of cash, the Company is not currently aware of any person who will be excluded from voting on Resolution 6.

14

EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

RESOLUTION 7 – ISSUE OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR – MR SEAN RICHARDSON

1.1 General

As noted in the ASX Announcement “Appointment of Managing Director” on 4 July 2019, Mr Sean Richardson is to be granted a long term incentive comprising Performance Rights as part of his remuneration package.

The Company has agreed to issue 20 million Performance Rights in Empire which vest when the price of Empire's shares remain at or above a 20 day VWAP price of 1.5 cents for a period of not less than 20 days and within a period of two years of continuous employment from the date of engagement.

The issue of the Performance Rights are subject to the passing of this resolution and subject to the terms and conditions outlined in Annexure A.

1.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related parties” by a public company. Chapter 2E prohibits a public company from giving a financial benefit to a related party of the public company unless either:

(a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

(b) prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” is widely defined under the Corporations Act, and includes the Directors of the company under section 228 of the Corporations Act. As such, the Directors of the Company are related parties of the Company for the purposes of section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of a Performance Right to a related party.

The issue of the Performance Rights, under Resolution 7 constitutes the provision of a financial benefit to a related party.

It is the view of the Directors that the proposed issue of Performance Rights pursuant to this Resolution fall within the “reasonable remuneration” exception under Section 211 of the Corporations Act given the financial circumstances of the Company.

Accordingly, the Directors have determined not to seek Shareholder approval for the purposes of Section 208 of the Corporations Act for the issue of the Performance Rights, however Shareholder approval is still required to be sought for the purposes of Listing Rule 10.11.

1.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

15

EMPIRE RESOURCES LIMITED EXPLANATORY MEMORANDUM

As the Participation involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

1.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

• (a) the maximum number of Performance Rights to be issued is 20,000,000;

• (b) the Performance Rights will be issued to Mr Sean Richardson or his nominee;

• (c) the Performance Rights will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the Performance Rights are being issued on the following terms:-

Grant Date1	Number	Exercise Price2	Expiry Date	Vesting Condition3
13November 2019	20,000,000	Nil	4July2021

1. - Assumes approved by Shareholders.

2. - Each of the Performance Rights will be issued for nil cash consideration, and no consideration will be payable upon the vesting (or exercise) of the Performance Rights on the achievement of the Vesting Condition.

3. - When the price of Empire's ordinary shares remain at or above a 20 day VWAP price of 1.5 cents for a period of not less than 20 days and within a period of two years of continuous employment from the date of engagement (the Vesting Condition).

• (e) no funds raised will be raised from the issue.

Approval pursuant to ASX Listing Rule 7.1 is not required for the Performance Rights issue as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Performance Rights to Sean Richardson (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

16

ANNEXURE A

Empire Resources Limited Performance Rights Terms and Conditions

• a) (Participant): Participant means a person who has been determined by the Board to be eligible to participate in the Performance Rights issue.

• b) (Performance Rights administration): The Performance Rights will be administered by the Board in its sole and absolute discretion. The Board may delegate its powers and discretion.

• c) On receipt of an Invitation, a Participant may apply for the Equity Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from a Participant in whole or in part. If a Participant is permitted in the invitation, the Participant may, by notice in writing to the Board, nominate a party in whose favour the Participant wishes to renounce the invitation.

• d) (Grant of Equity Securities): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Equity Securities subject to the terms and conditions set out in the invitation.

• e) (Terms of Performance Rights): Each Performance Right represents a right to acquire one or more Shares, subject to these terms and conditions.

• f) Prior to a Performance Right being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Performance Right by virtue of holding the Performance Right. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Performance Right that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Performance Right that has been granted to them.

• g) (Vesting of Performance Right): Any vesting conditions applicable to the grant of Performance Rights will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Performance Rights have vested. Unless and until the vesting notice is issued by the Company, the Performance Rights will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Performance Right are not satisfied that Performance Right will lapse.

• h) (Exercise of Performance Right and cashless exercise): To exercise a Performance Right, the Participant must deliver a signed notice of exercise at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

• i) VWAP means, at any given date, the volume weighted average price per Share traded on the ASX over the 20 trading days immediately preceding that given date, unless otherwise specified in an invitation. A Performance Right may not be exercised unless and until that Performance Right has vested in accordance with the Performance Right conditions.

• j) (Delivery of Shares on exercise of Performance Right): As soon as practicable after the valid exercise of a Performance Right by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the terms of these Performance Rights.

• k) (Forfeiture or non forfeiture of Performance Right): Where a Participant who holds Performance Right ceases to be an Participant, all unvested Performance Rights will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Performance Right to vest or remain non forfeited.

ANNEXURE A

• l) Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Performance Right held by that Participant to have been forfeited.

• m) Unless the Board otherwise determines:

• i. any Performance Rights which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• ii. any Performance Rights which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

• n) (Change of control): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Performance Rights will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• o) (Rights attaching to Performance Rights): All Shares issued under the Performance Rights, or issued or transferred to a Participant upon the valid exercise of a Performance Right, will rank pari passu in all respects with the Shares of the same class.

• p) The Participant will not transfer, encumber or otherwise dispose of, or have a security interest granted over that Performance Rights.

• q) (Adjustment of Performance Rights): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Performance Rights will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

• r) If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Performance Rights is entitled, upon exercise of the Performance Rights, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Performance Rights are exercised.

• s) Unless otherwise determined by the Board, a holder of Performance Rights does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

• t) (Participation in new issues): There are no participation rights or entitlements inherent in the Performance Rights and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Performance Rights without exercising the Performance Rights (however note the deferred entitlement in respect of bonus issues set out in (r) directly above).

• u) No amendment to any provision of the Performance Rights terms may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

18

REGISTERED OFFICE:

EMPIRE RESOURCES LIMITED

159 STIRLING HWY NEDLANDS WA 6009

ACN: 092 471 513

SHARE REGISTRY:

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916

E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: ERL

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au

1. Log into the Investor Centre using your holding details.

ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

«ONLINE

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

==> picture [337 x 31] intentionally omitted <==

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 3:00pm WST on Wednesday 13 November 2019 at Level 4, 130 Stirling Street, Perth, Western Australia 6000 and at any adjournment of that meeting.

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made. RESOLUTION For Against Abstain* 1. ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

2.	TO ELECT MR SEAN RICHARDSON AS A DIRECTOR
3.	TO RE-ELECT MR DAVID SARGEANT AS A DIRECTOR
4.	APPROVAL OF ADDITIONAL 10% PLACEMENT FACILITY

1. RATIFICATION OF PREVIOUS SHARE ISSUE UNDER ASX LISTING RULE 7.1

2. ISSUE OF FUTURE PLACEMENT SHARES

3. ISSUE OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR - MR SEAN RICHARDSON

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * 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 votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)	section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. ECTION C: Signature of Security Holder(s)
Individual or Security Holder Security Holder 2 Security Holder 3
Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 3:00pm WST on Monday 11 November 2019.

• ERLPX1131119

ERLPX1131119

1 1 ERL

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or 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 of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.