EMU NL — AGM Information 2013

Oct 7, 2013

EMU NL ACN 127 291 927

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 8 November 2013

Time of Meeting 4:00 pm

Place of Meeting 10 Walker Avenue WEST PERTH WA 6005

This Notice of Annual General Meeting 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 prior to voting.

The 2013 Annual Report may be viewed on the Company’s website at www.emunl.com.au

EMU NL ACN 127 291 927 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Emu NL ( Company ) will be held at 10 Walker Avenue, West Perth, Western Australia on Friday, 8 November 2013 at 4:00 pm (WST) ( Meeting ) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

Mr Sakalidis who retires by rotation in accordance with the Company’s Constitution has determined he will not offer himself for re-election at the Annual General Meeting (refer to ASX Announcement dated 3 September 2013).

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

2013 Financial Statements

To receive the financial statements of the Company for the year ended 30 June 2013, consisting of the annual financial report, the Directors’ report and the auditor's report.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

" That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2013 Annual Report be and is hereby adopted. "

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

Voting Prohibition : A vote on this Resolution 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; or

• (b) a Closely Related Party of such a member. However, a person ( the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

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

Resolution 2 – Re-election of Gavin Rutherford as a Director

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

" Gavin Rutherford having been appointed since the previous Annual General Meeting retires as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for reelection, be re-elected a Director of the Company.”

Resolution 3 – Approval of 10% Placement Facility

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

“ That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of 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. ”

EMU NL Notice of Annual General Meeting 8 November 2013

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any of their Associates, unless it is cast:

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

• (b) by a 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 4 – Ratification of Issue of Shares

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,050,000 fully paid ordinary shares and 1,010,000 Contributing Shares on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement: For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on this Resolution by any person who participated in the issue and any of their associates, unless it is cast:

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

• (b) 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).

OTHER BUSINESS

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

PROXIES

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy ) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

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

• a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and execute the accompanying Proxy Form and return it in accordance with its instructions prior to 4:00pm (WST) on 6 November 2013 by:

1. post to Security Transfer Registrars Pty Ltd, PO Box 535, Applecross, Western Australia 6953; or

2. facsimile to Security Transfer Registrars Pty Limited at (08) 9315 2233 (International: +61 8 9315 2233).

If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 4:00 pm (WST) on 6 November 2013 will be entitled to attend and vote at the AGM.

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EMU NL Notice of Annual General Meeting 8 November 2013

CORPORATIONS

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

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

VOTING OF PROXIES

The Proxy Form accompanying this Notice confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting. At the time of printing this Notice, management knows of no such amendment, variation or other matter.

Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of proxy form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy).

By order of the Board.

___ Dennis Wilkins Company Secretary Date: 11 September 2013

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EMU NL Notice of Annual General Meeting 8 November 2013

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Emu NL ACN 127 291 927 ( Company ) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at 10 Walker Avenue, West Perth, Western Australia, on Friday, 8 November 2013 commencing at 4:00 pm.

This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying Notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

At the AGM, Shareholders will be asked to consider the following Resolutions:

• adopting the Remuneration Report;

• re-electing Mr Gavin Rutherford as a Director, who was appointed during the year to fill a causal vacancy in accordance with the Company’s Constitution;

• approving a 10% Placement Facility under Listing Rule 7.1A; and

• Ratification of allotment and issue of fully paid ordinary shares and attaching Contributing Shares.

2013 Financial Statements

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30 June 2013.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered a reasonable opportunity to:

• (a) discuss the Annual Report which is available online from the Company’s website www.emunl.com.au ;

• (b) ask questions about, or comment on, the management of the Company; and

• (c) ask the auditor questions about:

• (i) the preparation and content of the Auditor’s Report;

• (ii) the conduct of the audit;

• (iii) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (iv) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Company’s auditor if the question is relevant to:

• (a) the content of the Auditor’s Report; or

• (b) the conduct of the audit of the Annual Report to be considered at the AGM,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

Resolution 1 – Remuneration Report

1.1 Introduction

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and nonexecutive Directors.

The Remuneration Report has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.emunl.com.au.

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EMU NL Notice of Annual General Meeting 8 November 2013

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution ( Spill Resolution ) on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2012 annual general meeting. Accordingly, a Spill Resolution is not relevant for this Annual General Meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2014 annual general meeting, this may result in the re-election of the Board.

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

1.2 Voting on the Remuneration Report

In accordance with the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (c) the voter is appointed as a proxy by writing that specifies how the proxy is to vote on this Resolution; or

• (d) the voter is the Chairman and the appointment of the Chairman as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chairman to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention (being to vote in favour of Resolution 1), even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

Resolution 2 – Re-election of Gavin Rutherford as a Director

2.1 Introduction

Mr Gavin Rutherford was appointed as a Director on 6 December 2012.

In accordance with ASX Listing Rule 14.4, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. The Company’s Constitution also requires that any director appointed during the year to fill a casual vacancy automatically retires at the next AGM, but is eligible for re-election at that meeting.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

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EMU NL Notice of Annual General Meeting 8 November 2013

2.2 Director’s Biography

Mr Rutherford has a background in agribusiness where he held for many years both national and international sales and management positions in international organisations before he successfully migrated into the mining services sector in 1996. Mr Rutherford is currently part owner and the Managing Director of GFR, a private mine-site construction and contracting company that deals principally with blue chip customers in the uranium and iron ore sectors.

2.3 Directors’ Recommendation

All the Directors, except Mr Rutherford who has an interest in this Resolution, recommend that Shareholders vote in favour of Resolution 2.

Resolution 3 – Approval of 10% Placement Facility

3.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the AGM ( 10% Placement Facility ). The 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. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities that may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) below).

The Directors of the Company believe that Resolution 3 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

3.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue four classes of Equity Securities, being listed Shares and two classes of unlisted Options and one class of Contributing Shares.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12 month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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

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

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

• (iii) 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 entity’s 15% placement capacity without shareholder approval;

• (iv) less the number of fully paid shares cancelled in the 12 months.

• D is 10%;

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EMU NL Notice of Annual General Meeting 8 November 2013

• 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.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 39,693,856 Shares. Assuming Resolution 3 is passed, the Company has capacity to issue:

• (i) 5,954,078 Equity Securities under Listing Rule 7.1; and

• (ii) 3,969,385 Equity Securities under Listing Rule 7.1A.

The actual 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 formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days 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.

(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the AGM at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

3.3 Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

3.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days 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.

• (b) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. 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 Meeting; and

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EMU NL Notice of Annual General Meeting 8 November 2013

• (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 potential 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.

The table 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 where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

			Dilution
Variable “A” in Listing Rule 7.1A.2		$0.047 50% decrease in Issue Price	$0.095 Issue Price	$0.19 100% increase in Issue Price
	10% voting dilution		3,969,385 Shares
Current Variable A 39,693,856 Shares
	Funds raised	$188,546	$377,092	$754,183
50% increase in current Variable A 59,540,784 Shares	10% voting dilution		5,954,078 Shares
	Funds raised	$282,819	$565,637	$1,131,275
100% increase in current Variable A 79,387,712 Shares	10% voting dilution		7,938,771 Shares
	Funds raised	$377,092	$754,183	$1,508,366

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.

• (iii) 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%.

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

• (v) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The use of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vii) The issue price is $0.095, being the closing price of the Shares on ASX on 10 September 2013.

• (c) The Company will only issue and allot Equity Securities under the 10% Placement Facility (if approved) at the 2013 AGM during the 10% Placement Period. The approval under Resolution 3 for the issue of the 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).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

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Notice of Annual General Meeting 8 November 2013

EMU NL

• (i) for cash consideration, in which case the Company may use the funds raised towards making (or to securing the right to make) one or more acquisitions and/or to further its existing projects, and/or general working capital; so that the Company has the necessary working capital and flexibility to consider, and if thought fit, to put it in a stronger position to make (or to secure the right to make) one or more acquisitions and/or to further its existing projects; or

• (ii) non-cash consideration for the acquisition of (or securing the right to make acquisitions of) new projects and investments or to further its existing projects. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3

• (e) The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

• (f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 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 issue 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).

• (g) 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.

• (h) The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at its annual general meeting held on 30 November 2012.

In accordance with Listing Rule 7.3 A.6 the total number of Equity Securities issued in the 12 months preceding the date of this meeting is 47,846,712 representing 174% of the Equity Securities on issue at the commencement of the 12 month period.

The Company has issued the following equity securities in the 12 months preceding the date of this meeting:

Date of Issue	Number of Securities	Class	Issue Price	Discount to Market price	Total Consideration	Valuation	Basis of allotment
28/12/2012	7,142,856	Fully paid ordinary shares	$0.07	5.41%	$499,999.92	N/A	Placement to Mr Peter Thomas & Mr Gregory Steemson as approved by shareholders at the Company’s AGM held 30 November 2012.
19/02/2013	1,000	Fully paid ordinary shares	$0.07	4.11%	$70.00	N/A	708A(11) Prospectus
18/02/2013	19,894,892	Contributing shares* Refer Annexure A	$0.06	17.81%	$596,846.76	N/A	Rights Issue Prospectus dated 10 January 2013

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EMU NL

Notice of Annual General Meeting 8 November 2013

Date of Issue	Number of Securities	Class	Issue Price	Discount to Market price	Total Consideration	Valuation	Basis of allotment
10/05/2013	14,747,964	Contributing shares* Refer Annexure A	$0.06	14.29%	$442,438.92	N/A	Placement to Bullantco Pty Ltd as approved by shareholders at the General Meeting held 11 April 2013
06/08/2013	5,050,000 1,010,000	Fully paid ordinary shares Contributing shares* Refer Annexure A	$0.10 N/A	Nil Nil	$505,000		Placement to s708 exempt investors

*Contributing Shares were free attaching shares issued pursuant to the Placement completed by the Company on 6 August 2013. Contributing Shares were issued on a 1 for 5 basis. $0.03 outstanding per share, at call of the Company no earlier than the first anniversary day after the issue. The full terms and conditions of the Contributing Shares are provided in Annexure A.

In the 12 months preceding the date of this Notice of Meeting the Company has received total cash consideration of $2,044,355. . The Company has used $1,174,000 of the cash consideration received as loan funding in relation to the acquisition of the Superkolong Diamond Operation. The remaining $870,000 has been added to working capital and will be used to make (or secure the right to make) one or more acquisitions, to further its existing projects and for working capital purposes.

The Directors intend to use the working capital existing at the date of this Notice (which includes funds raised pursuant to the above placements) to assess acquisitions complimentary to the Superkolong Diamond Operation, fund deferred purchase consideration (to the extent it is not funded from operations) and for additional working capital expenses.

• (i)

A voting exclusion statement is included in the Notice.

• (j) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. Therefore, no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice.

3.5 Directors’ Recommendation

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

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairman intends to exercise all available proxies in favour of Resolution 3.

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EMU NL Notice of Annual General Meeting 8 November 2013

Resolution 4 – Ratification of Issue of Shares & Contributing Shares

4.1 General

On 6 August 2013, the Company announced the completion of a capital raising of $505,000 through the issue of 5,050,000 fully paid ordinary shares at an issue price of $0.10 per share together with one free attaching contributing share for every 5 shares subscribed for to sophisticated and professional investors under section 708 of the Corporations Act ( Placement ).

The Company issued the fully paid ordinary Shares and Contributing Shares ( Placement Securities ) without prior Shareholder approval out of its 15% placement capacity pursuant to Listing Rule 7.1 and out of its additional 10% placement capacity pursuant to Listing Rule 7.1A.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Securities.

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval provided the issue did not breach the 15% threshold set by Listing Rule 7.1 or the 10% threshold set by Listing Rule 7.1A (as the case may be). The purpose and effect of such a ratification is to restore the Company’s discretionary power to issue further shares up to 15% of the issued capital of the Company under Listing Rule 7.1 and up to a further 10% of the issued capital of the Company under Listing Rule 7.1A (as the case may be) without requiring Shareholder approval.

The Company proposes Resolution 4 to ratify a previous issue of the Placement Securities in accordance with ASX Listing Rule 7.4. The Company confirms that the issue and allotment of the Placement Securities the subject of Resolution 4 did not breach ASX Listing Rule 7.1.

4.2 Information required by ASX Listing Rule 7.5

• The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.5:

• (a) 5,050,000 fully paid ordinary shares and 1,010,000 Contributing Shares were allotted and issued by the Company;

• (b) the issue price per ordinary fully paid share was $0.10 with one free attaching contributing share for every 5 shares subscribed for;

• (c) the Shares issued were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;

• (d) the Contributing Shares were issued on the terms and conditions set out in Annexure A;

• (e) the Placement Securities were issued as a private placement to professional and sophisticated investors who are not related parties of the Company;

• (f) the funds raised have been applied towards progressing the Superkolong Diamond Operation and for general working capital purposes; and

• (g) a voting exclusion statement is included in the Notice.

4.3 Directors Recommendation

The Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4.

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EMU NL Notice of Annual General Meeting 8 November 2013

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

10% Placement Facility	has the meaning given in Section 4.1.
10% Placement Period	has the meaning given in Section 4.2.
AGM	means an Annual General Meeting
Annual Report	means the Directors’ report, the annual financial report and auditors report in
	respect of the financial year ended 30 June 2013.
Associate	has the same meaning as defined in Section 11 and Sections 13 to 17 of the
	Corporations Act.
ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the
	Australian Securities Exchange operated by ASX Ltd.
Board	means the board of Directors of the Company.
Closely Related Party	has the same meaning as defined in Section 9 of the Corporations Act.
Company	means Emu NL ACN 127 291 927.
Constitution	means the Company's constitution, as amended from time to time.
Contributing Share	means the contributing shares issued pursuant to Resolution 4, the terms and
	conditions of which are included in Annexure A of this Notice.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Equity Securities	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means this information attached to the Notice, which provides information to
	Shareholders about the Resolutions contained in the Notice.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning in the introductory paragraph of the Notice.
Notice or Notice of Meeting	means the Notice of Annual General Meeting accompanying this Explanatory
	Memorandum.
Option	means an option to acquire a Share in the Company.
Proxy Form	means the proxy form attached to this Notice.
Remuneration Report	means the remuneration report of the Company outlined in the Annual Report.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a share.
Spill Meeting	has the meaning given in Section 2.1.
Trading Day	means a day determined by ASX to be a trading day in accordance with the
	Listing Rules.
WST	means Australian Western Standard Time.

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EMU NL

Notice of Annual General Meeting 8 November 2013

ANNEXURE A

TERMS AND CONDITIONS OF THE CONTRIBUTING SHARES

The Contributing Shares will rank equally with, and have all the rights, benefits and obligations identical with the Company’s Shares on issue, subject to the following:

Amounts paid & unpaid:	Each Contributing Share:  is issued in consideration of the sum of $0.03; and  has an unpaid amount of a further $0.03.
No liability:	Holders have no obligation to meet a call (“Call”) made by the Company for the payment of any of the unpaid amount; however, non-payment of a properly made call will result in the forfeiture of the relevant Contributing Shares.
Earliest Call:	The Company shall not make a Call before 31 December 2017.
Capital re- organisation:	If there is a re-organisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction or return of capital):  the number of Contributing Shares must be reorganised in the same proportion as all other classes of shares on issue; and  the re-organisation must not involve a cancellation or reduction of the total amount payable and unpaid by holders of Contributing Shares.
Rights:	Irrespective of whether the Company has made a Call for the payment of all or any of the unpaid amount, each Contributing Share:  carries the right to participate in new issues (except bonus issues) of securities made to holders of Shares as if the Contributing Shares were fully paid Shares;  carries the right to participate in bonus issues of securities in the proportion which the amount paid (or, if applicable, aggregate of amounts paid) (not credited) bears to the total of the amounts paid and payable and each holder (“Holder”) of a Contributing Share will be notified by the Company of any proposed bonus issue of securities at least 7 days prior to the record date for any such issue;  entitles the Holder to (i) exercise voting rights on a pro-rata basis in the proportion which the amount (or, if applicable, aggregate of amounts) paid bears to the total of the amounts paid and payable; and (ii) fully participate in dividends as if the Contributing Shares were a fully paid Share;  is freely transferable;  upon being paid up in full shall rank equally in all respects with Shares then on issue and the Company shall promptly apply for them to be listed on the ASX (and each or any other exchange on which shares of the Company are traded).
Payment before a Call:	A Holder may pay up the whole of the amount remaining unpaid at any time PROVIDED THAT they may only do so in parcels:  of not less than 50,000; or  of less than 50,000 if the parcel has been held by the holder since its issue, it represents the Holder’s entire holding of Contributing Shares and the Holder has not previously paid up any Contributing Shares;  otherwise no amount unpaid may be paid in advance of a Call without the leave of the Board (which leave may be granted with or without reason and either with or without conditions) - the Board shall have no obligation to consider any application for leave. The Company shall not be obliged to process payments without a Call more than once every three months.

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EMU NL

Notice of Annual General Meeting 8 November 2013

	Subject to the foregoing, if a Holder tenders all or part of the amount remaining unpaid on a Contributing Share other than in satisfaction of a Call:  the rights attaching to the Contributing Share will not change (including the amounts paid and unpaid); and  the amount tendered will, at the election of the Company, either be returned or retained as a non interest bearing loan repayable only upon and to the extent of a Call being made then the repayment shall be made by the Company to itself in satisfaction of the Call to that extent.
Listing of Contributing Shares:	The Company may apply to list the Contributing Shares at its election and shall do so upon request in that regard being made by a Holder(s) of 5% or more of the outstanding Contributing Shares PROVIDED THAT the conditions to listing the same (save for the application that they be listed) have been met.
Compliance with Listing Rules:	For so long as the Company is admitted to the official list of ASX, the following paramount provisions will apply:  notwithstanding anything contained in these terms of issue, if the Listing Rules (in the form and context in which they exist as at the date the first Contributing Share is issued) (“Existing Rules”) prohibit an act from being done, the act shall not be done;  nothing contained in these terms of issue prevent an act being done that the Existing Rules require to be done;  if the Existing Rules require an act to be done or not be done, authority is given for that act to be done or not done as the case may be;  if the Existing Rules require these terms of issue to contain a provision and it does not contain such a provision, these terms of issue are deemed to contain such a provision;  if the Existing Rules require these terms of issue not to contain a provision and it contains such a provision, these terms of issue are deemed not to contain that provision; and  if any provision of these terms of issue is inconsistent with the Existing Rules, these terms of issue are deemed not to contain that provision to the extent of the inconsistency.
Interpretation:	The Contributing Shares are subject to the terms of the Constitution but if there is any inconsistency between the Constitution and these terms of issue, then to the maximum extent permitted by law, these terms of issue will prevail.

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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.

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PROXY FORM

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EMU NL

REGISTERED OFFICE: Ground Floor 20 Kings Park Road WEST PERTH WA 6005

ACN: 127 291 927

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

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Code: EMU Holder Number:

SECTION A: Appointment of Proxy

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

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

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 4:00pm (WST) on Friday 8 November 2013 at 10 Walker Avenue, WEST PERTH WA 6005 and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

1. Adoption of Remuneration Report

2. Re-election of Gavin Rutherford as a Director

3. Approval of 10% Placement Facility

4. Ratification of Issue of Shares

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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.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the Resolution 1 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairperson of the Meeting intends to vote undirected proxies in favour of Resolution 1.

SECTION C: Please Sign Below

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

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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Reference Number:

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1999618845

1

1

NAME

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My/Our contact details in case of enquiries are:

TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of EMU NL. 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 you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your 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 EMU NL.

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 telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

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.

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 Registrars Pty Ltd no later than 4:00pm (WST) on Wednesday 6 November 2013, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, 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 Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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