EMU NL

==> picture [127 x 106] intentionally omitted <==

==> picture [38 x 9] intentionally omitted <==

----- Start of picture text -----

EMU NL
----- End of picture text -----

ACN 127 291 927

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT AND PROXY FORM

Date of Meeting 29 August 2018

Time of Meeting 5:00 pm

Place of Meeting 10 Walker Avenue WEST PERTH WA 6005

This Notice of General Meeting should be read in its entirety. If in doubt as to how to should vote, seek advice from an accountant, solicitor or other professional adviser prior to voting.

EMU NL Notice of General Meeting to be held 29 August 2018

EMU NL ACN 127 291 927 NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting ( Meeting ) of Emu NL ( Company ) will be held at 10 Walker Avenue, West Perth, Western Australia on 29 August 2018 at 5:00 pm (AWST).

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

Capitalised terms and abbreviations used in this Notice and Explanatory Statement will, unless the context requires, have the same meaning as given to them in the Glossary.

AGENDA

RESOLUTION 1 – APPROVE ISSUE OF SHARES TO DIRECTORS

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

“That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue (and, if applicable, enter into a contract to issue) up to 1,041,667 fully paid ordinary shares to each of Mr Peter Thomas (or his nominee), Mr Gregory Steemson (or his nominee) and Mr Gavin Rutherford (or his nominee) at $0.048 per share and otherwise on the terms and conditions set out in the Explanatory Memorandum and resolve that for the purposes of section 210 of the Corporations Act, this constitutes the giving of a financial benefit on terms that would be reasonable in the circumstances if the Company (on the one hand) and Messrs Thomas, Steemson and Rutherford (on the other) were dealing at arm’s length.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Peter Thomas, his nominee (if applicable) or his associate/s, Mr Gregory Steemson, his nominee (if applicable) or his associate/s and Mr Gavin Rutherford, his nominee (if applicable) or his associate/s. However, the Company will not disregard a vote cast by any of Messrs Thomas, Steemson or Rutherford as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 2 – SECTION 195 APPROVAL

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to do all things necessary or appropriate to effect the transactions contemplated in this Notice of Meeting.”

RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS PURSUANT TO DECEMBER 17 PLACEMENT

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 2,000,004 Options to acquire Contributing Shares.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a person (and any associates of such a person) who participated in the issue. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO ACUITY CAPITAL

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 4,000,000 fully paid ordinary Shares to Acuity Capital pursuant to a Controlled Placement Agreement.”

2 | P a g e

EMU NL Notice of General Meeting to be held 29 August 2018

RESOLUTION 5 – RATIFICATION OF ISSUE OF EMPLOYEE OPTIONS

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 200,000 Options (exercisable at $0.10 each; expiring 30 June 2018) to an employee of the Company.”

RESOLUTION 6 – APPROVAL OF ISSUE OF EMPLOYEE OPTIONS

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

“That for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue (on the terms and conditions set out in the Explanatory Statement) of 2,000,000 Options (exercisable at $0.11 each; expiring 20 December 2018) to an employee of the Company.”

RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES JULY 2018 (TRANCHE 1)

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

“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue (on the terms and conditions set out in the Explanatory Statement) of 4,894,330 fully paid ordinary Shares.”

RESOLUTION 8 – APPROVAL TO ISSUE SHARES (TRANCHE 2)

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 8,143,168 Shares at an issue price of $0.048 per Share on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a person (and any associates of such a person) who may participate in the issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, the Company will not disregard a vote 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 cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

RESOLUTION 9 – APPROVAL FOR ISSUE OF SHARES

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 20,000,000 Shares at an issue price being no less than 80% of the prevailing volume weighted average market price (further explained in the Explanatory Statement) and otherwise on the terms and conditions set out in the Explanatory Statement.”

3 | P a g e

EMU NL Notice of General Meeting to be held 29 August 2018

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.

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 5:00pm (AWST) on 27 August 2018 by:

post to Security Transfer Australia Pty Ltd, PO Box 52, Collins Street West VIC 8007;
facsimile to Security Transfer Australia Pty Ltd at (08) 9315 2233 (International: +61 8 9315 2233);
email at [email protected]; or
online at www.securitytransfer.com.au.

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 5:00 pm (AWST) on 27 August 2018 will be entitled to attend and vote at the General Meeting.

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.

Electronic Communication

All Shareholders may elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry.

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 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.

Damien Kelly Company Secretary Date: 30 July 2018

4 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

EXPLANATORY STATEMENT

This Explanatory Statement accompanies and comprises part of the notice ( Notice ) convening a General Meeting ( Meeting ) of Shareholders of Emu NL to be held 29 August 2018.

Capitalised terms and abbreviations used in this Explanatory Statement will, unless the context requires, have the same meaning as given to them in the Glossary.

RESOLUTION 1 – APPROVE ISSUE OF SHARES TO DIRECTORS

1.1 General

If these resolutions are passed, the Company may issue (and may agree), to issue to each or any of Peter Thomas, Gregory Steemson and Gavin Rutherford ( Related Parties ) or their nominees a total of up to 3,125,001 fully paid ordinary Shares at an issue price of $0.048 per Share.

ASX Listing Rule 10.11 requires (subject to certain exceptions) shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party of the entity, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained.

Section 208 of the Corporations Act provides that, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

Section 210 provides that member approval is not needed to give a financial benefit on terms that:

(a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s length; or
(b) are less favourable to the related party than the terms referred to in paragraph (a).

The directors are of the opinion that the giving of this financial benefit is reasonable in the circumstances and is commensurate with other issues of shares on an arm’s length basis. The terms of the proposed issue were agreed, subject to shareholder approval, at the same time as the issue of Tranche 1 Placement Shares to unrelated sophisticated and wholesale investors detailed in clause 7.1 of this Explanatory Statement.

The Directors urge any shareholders who regard this financial benefit to be not at arms length to vote against this resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of the Shares to the Related Parties will not be included in the calculation of the Company’s annual 15% Placement Capacity pursuant to Listing Rule 7.1.

1.2 Specific Information pursuant to Listing Rule 10.13

Pursuant to ASX Listing Rule 10.13, the following information is provided in relation to the proposed issues of Shares:

(a) the related parties are Messrs Peter Thomas, Gregory Steemson and Gavin Rutherford and they are related parties by virtue of being Directors;
(b) the maximum number of Shares (being the nature of the financial benefit being provided) to be granted to the Related Parties (or their nominees) is:
(i) up to 1,041,667 Shares to Mr Thomas;
(ii) up to 1,041,667 Shares to Mr Steemson; and
(iii) up to 1,041,667 Shares to Mr Rutherford.

These numbers are proposed because they wished to but were precluded from participating to that extent in the recent placement at the same price;

6 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

(c) no Shares will be issued to the Related Parties under this authority later than 1 month after the date of the General Meeting (or such later date as may be permitted by ASX);
(d) the Shares will, if issued, be issued for $0.048 (cash) per Share;
(e) the Shares, if issued, will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue;
(f) the purposes of seeking the approval is to afford the Related Parties the opportunity to subscribe for a limited number of shares on the same terms as they could have done pursuant to the most recent placement by Emu had they not been prohibited from doing so by the rules of the ASX;
(g) the funds raised from any issue of Shares are intended to be applied towards further exploration work on Emu’s exploration projects, to pay for corporate expenses, and possibly to take advantage of new opportunities as they arise (such as new projects).

1.3 Directors Recommendation

Messrs Thomas, Steemson and Rutherford decline to make a recommendation to Shareholders in relation to this Resolution due to their personal interest in the outcome of the Resolution SAVE they urge shareholders who regard this financial benefit to be not at arms length to vote against this resolution.

RESOLUTION 2 – SECTION 195 APPROVAL

Section 195 of the Corporations Act relevantly provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain circumstances or unless non-interested directors pass a resolution approving the interested director’s participation. However, section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

Messrs Thomas, Steemson and Rutherford have a material personal interest in the outcome of Resolution 1. In the absence of this Resolution 2, the Directors may not be able to form a quorum at directors’ meetings necessary to carry out the transactions and related matters contemplated by Resolution 1.

For the avoidance of any doubt and for the purpose of transparency and best practice corporate governance, the Directors have exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve. This will authorise the Directors to effect the transactions and carry out related matters contemplated in this Notice of Meeting even if some or all of them have a material personal interest in the transaction or matter.

Messrs Thomas, Steemson and Rutherford decline to make a recommendation to Shareholders in relation to this Resolution due to their personal interest in the outcome of Resolution 1.

RESOLUTIONS 3 – RATIFICATION OF ISSUE OF OPTIONS

3.1 General

On 6 December 2017, the Company announced a $600,000 capital raising through the issue of 4,000,000 fully paid ordinary Shares at an issue price of $0.15 per share together with a free Option (to acquire a listed Contributing Share on or before 30 April 2018 by paying $0.03 with a further $0.03 being payable upon call, no call to be made before 31 December 2018) for every 2 Shares subscribed for by sophisticated and professional investors under section 708 of the Corporations Act.

The Company issued the 4,000,000 fully paid ordinary Shares with Shareholder approval under Listing Rule 7.1. The Shareholder approval was received at the Company’s 2018 annual general meeting held on 9 November 2018. The 2,000,004 Options were issued without prior Shareholder approval out of its 15% placement capacity pursuant to Listing Rule 7.1.

7 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the above issue of Options.

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.

3.2 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) 2,000,004 Options to acquire Contributing Shares were allotted and issued by the Company;
(b) the issue price of the Options was nil ;
(c) the Options were unlisted and issued on the terms and conditions set out in Annexure A;
(d) the Options were issued as a private placement to numerous professional and sophisticated investors (through Hartleys Limited and Canary Capital Pty Ltd) who are not related parties of the Company; and
(e) no funds were raised from the issue.

3.3 Directors Recommendation

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

RESOLUTIONS 4 – RATIFICATION OF ISSUES OF SHARES TO ACUITY CAPITAL

4.1 General

In July 2017, the Company entered into a Controlled Placement Agreement ( CPA ) with Acuity Capital Investment Management Pty Ltd ( Acuity ) under which the Company might (if, when and at a price or prices in one or more tranches) at its sole discretion raise up to $2 million prior to 31 December 2019 (refer to June 2017 quarterly activities report). There is no requirement for the Company to utilise the CPA, which it may terminate at any time, without cost or penalty. The CPA does not contractually restrict EMU’s ability to otherwise raise capital. Each time the Company elects (if at all) to utilise the CPA, it will (in its sole discretion) set a floor price. The final issue price will be the greater of the floor price and a discount of 10% to the volume weighted average on market sale price realised by Acuity over a period nominated by the Company.

On 15 December 2017, the Company issued 4,000,000 fully paid ordinary Shares ( Collateral Shares ) at nil issue price to Acuity Capital under section 708 of the Corporations Act pursuant to the CPA. The Collateral Shares were issued as collateral for the CPA and the Company may, at any time, cancel the CPA and buy back, or at its option, cancel the Collateral Shares, in each case for no consideration (but if required, subject to shareholder approval) or require the Collateral Shares to be transferred to a third party without any consideration being due or payable to Acuity Capital.

The Company issued the securities without prior Shareholder approval out of its 15% placement capacity pursuant to Listing Rule 7.1.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the above securities issues.

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:

8 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

(a) 4,000,000 fully paid ordinary Shares were allotted and issued by the Company;
(b) the Collateral Shares were issued for no cash consideration but rather pursuant to the CPA;
(c) the Collateral Shares were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;
(d) the Collateral Shares were issued as a private placement to Acuity Capital who are not related parties of the Company; and
(e) no funds were raised from the issue.

4.3 Directors Recommendation

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

RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO EMPLOYEE

5.1 General

The Company issued unlisted Options to a Company employee (site geologist) so as to incentivise and remunerate him for services provided or agreed to be provided to the Company during his tenure in that role. These Options have now lapsed.

The Company issued the securities without prior Shareholder approval out of its 15% placement capacity pursuant to Listing Rule 7.1.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the above securities issue notwithstanding that the employee has since resigned and the Options have expired.

5.2 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) 200,000 unlisted Options were issued by the Company;
(b) the Options were issued for nil cash consideration;
(c) the securities issued were unlisted Options exercisable at $0.10 each, expiring at 5:00 pm AWST on 30 June 2018 (or if earlier than 5:00 pm on 30 June 2018 and the Company’s board has not authorised a later time or date, upon the employee ceasing to be an employee of Emu), are transferrable and were otherwise issued on the terms set out in Annexure B – pursuant to those terms these Options have now lapsed;
(d) the Options were issued to a Company employee (site geologist) who has since resigned; and
(e) no funds were raised from the issue of the Options.

5.3 Directors Recommendation

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

9 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

RESOLUTION 6 – APPROVE ISSUE OF OPTIONS TO EMPLOYEE

6.1 General

The Company intends to issue unlisted Options (all expiring on 20 December 2018) to the Company’s incumbent General Manager (or his nominee) to incentivise and remunerate him for services provided or agreed to be provided to the Company.

6.2 Information required by ASX Listing Rule 7.3

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

(a) 2,000,000 unlisted Options will be issued by the Company;
(b) the Options will be issued for nil cash consideration;
(c) the securities will be unlisted Options, exercisable at $0.11 each, expire at 5:00 pm AWST on 20 December 2018 (or one month after the general manager ceases employment with the Company, whichever is earlier), subject to various vesting conditions, transferable with leave of the Board and otherwise subject to the terms set out in Annexure C. The vesting conditions are as follows:
(i) 500,000 have no vesting conditions;
(ii) 500,000 are exercisable only if the 5 day volume weighted average price of Emu’s shares ( Emu’s 5 day VWAP ) reaches $0.18;
(iii) 500,000 exercisable only if Emu’s 5 day VWAP reaches $0.25; and
(iv) 500,000 exercisable only if Emu’s 5 day VWAP reaches $0.30;
(d) the Options will be issued to the Company’s general manager; and
(e) no funds will be raised from the issue of the Options.

6.3 Directors Recommendation

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

RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES JULY 2018 (TRANCHE 1)

7.1 General

On 25 June 2018, the Company announced that it had agreed to make a placement of fully paid ordinary shares to raise approximately $600,000 from sophisticated and wholesale investors, with the placement being made at $0.048 per Share. The placement was to be made in two tranches. The first tranche ( Tranche 1 Placement Shares ) issued upfront using the Company’s remaining capacity to place 4,894,330 Shares under ASX Listing Rule 7.1 (15% rule) raising $234,928 . The second tranche (representing the balance of the placement ( Tranche 2 Placement Shares ) is to be issued subject to Emu receiving shareholder approval, or earlier if otherwise permitted under ASX listing rules.

The Company has issued 4,894,330 fully paid ordinary Shares at an issue price of $0.048 per share prior Shareholder approval out of its 15% placement capacity pursuant to Listing Rule 7.1.

This Resolution seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the Tranche 1 Placement Shares.

7.2 Information required by ASX Listing Rule 7.5

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

10 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

(a) 4,894,330 fully paid ordinary Shares were allotted and issued by the Company;
(b) the issue price was $0.048 per fully paid Share;
(c) the Shares were fully paid ordinary shares which rank equally with all other fully paid ordinary shares on issue;
(d) the Shares were issued as a private placement to numerous sophisticated and wholesale investors who are not related parties of the Company; and
(e) the funds raised have or will be applied towards further the exploration and pursuit of Emu’s Chilean gold projects, evaluation of potential new projects for the Company, corporate expenses and general working capital.

7.3 Directors Recommendation

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

RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 SHARES

8.1 General

As detailed in the above section, the Tranche 2 Placement Shares were agreed to be issued at an issue price of $0.048 per share.

The Tranche 2 Placement Shares were to be issued subject to Emu receiving shareholder approval, or earlier if otherwise permitted under ASX listing rules.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that number which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period (adjusted for certain events over that 12 month period).

The effect of Resolution 8 will be to authorise the Directors to issue a limited number of Shares (subject to the specified pricing constraint being met and within 3 months of the Meeting or such later date as approved by ASX) without using the Company’s 15% placement capacity under Listing Rule 7.1 or its 10% Placement Capacity under Listing Rule 7.1A.

8.2 Information required by ASX Listing Rule 7.3

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.3. If the Resolution is passed:

(a) the Company will issue up to 8,143,168 fully paid ordinary Shares;
(b) the Shares will be issued as soon as possible after the Meeting;
(c) the issue price will be $0.048 per Share;
(d) the Shares will be fully paid ordinary shares and rank equally with all other Shares on issue;
(e) the Shares will be issued to numerous professional and sophisticated investors who are not related parties of the Company; and
(f) the funds raised are intended to be applied towards further exploration work on Emu’s exploration projects, to pay for corporate expenses, and possibly to take advantage of new opportunities as they arise (such as new projects).

8.3 Directors Recommendation

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

11 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

RESOLUTION 9 – AUTHORITY TO SHARES

9.1 General

Emu continues to search for new mineral exploration, development and mining opportunities within Australia and at various overseas jurisdictions. The purpose of this resolution is to provide the Company with flexibility to raise funds in order to enable the Company take advantage of opportunities as they arise (such as new projects), to further its exploration projects, and to pay for corporate expenses.

The effect of Resolution 9 will be to authorise the Directors to issue a limited number of Shares (subject to the specified pricing constraint being met and within 3 months of the Meeting or such later date as approved by ASX) without using the Company’s 15% placement capacity under Listing Rule 7.1 or its 10% Placement Capacity under Listing Rule 7.1A. The Company will not be obligated to utilise this authority.

9.2 Information required by ASX Listing Rule 7.3

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.3. If the authority is utilised:

(a) the Company will issue up to 20,000,000 fully paid ordinary Shares;
(b) the Company will issue shares (and the issue date will be) within 3 months of the date of the Meeting or such later date as may be approved by ASX;
(c) the minimum issue price will be 80% of the volume weighted average market price of the Shares on ASX over the last 5 days on which sales in the Shares were recorded before:
(i) the date on which the issue is made; or
(ii) if there is a prospectus relating to the issue, the date of the prospectus;

(the actual issue price, if any, may be higher – and the Directors will endeavour to procure this);

(d) the Shares will be fully paid ordinary shares and rank equally with all other Shares on issue;
(e) subject to the Corporations Act and ASX Listing Rules, the Shares will be issued at the discretion of the Directors to persons who have not been identified as at the date of this Notice but who will not be related parties of the Company;
(f) the funds raised are intended to be applied towards further exploration work on Emu’s exploration projects, to pay for corporate expenses, and possibly to take advantage of new opportunities as they arise (such as new projects); and
(g) 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. Therefore, no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice.

9.3 Other information

The table below shows the potential dilutive effect on the Company’s capital structure (assuming all of the other issues contemplated in the Notice have been made) if the authority to issue Shares in accordance with Resolution 9 is utilized:

is utilized:
Capital structure	Fully paid Shares	Contributing Shares	Options
Existing	82,856,560	33,668,824	5,050,000
All other issues in Notice	11,268,169	-	2,000,000
Resolution 9 Shares	20,000,000	-	-
Total	114,124,729	33,668,824	7,050,000

12 | P a g e

EMU NL Explanatory Statement for Notice of General Meeting to be held 29 August 2018

By way of example, the volume weighted average market price of the Shares on ASX over the last 5 days on which sales in the Shares were recorded up to and including 27 July 2018 (the last trading day prior to the date of this Notice) was 6.7 cents. If the same volume weighted average market price prevails at the time of issue or date of the relevant prospectus, the minimum issue price would be 5.3 cents.

9.4 Directors Recommendation

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

13 | P a g e

EMU NL GLOSSARY

GLOSSARY

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

$ means Australian dollars.

General Meeting or Meeting means the meeting convened by the Notice.

ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd.

AWST means Australian Western Standard Time as observed in Perth, Western Australia. Board means the board of Directors.

Chair means Mr Peter Thomas, or (if Mr Thomas is absent) such other person appointed to chair the Meeting in accordance with the Constitution. Company or Emu means Emu NL ACN 127 291 927. Constitution means the Company's constitution, as amended from time to time. Contributing Share means partly paid ordinary shares issued by the Company.

Controlled Placement Agreement means an agreement entered into by EMU with Acuity Capital under which EMU might (if, when and at a price or prices in one or more tranches) at its sole discretion raise up to $2 million prior to 31 December 2019.

Corporations Act means the Corporations Act 2001 (Cth) . Director means a director of the Company. Equity Securities has the same meaning as in the Listing Rules. Explanatory Statement means this information attached to 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 this notice of general meeting including the Explanatory Statement and the Proxy Form. Option means an option to acquire a Share. Proxy Form means the proxy form accompanying to this Notice. Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company. Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

14 | P a g e

EMU NL ANNEXURE A

ANNEXURE A

TERMS AND CONDITIONS OPTIONS (TO ACQUIRE CONTRIBUTING SHARES) EXPIRING 30 APRIL 2018

The Options are issued on the following terms:

Each Option may be exercised by giving notice in that regard together with payment of the amount of 3 cents ( Exercise Price ) to pay up the Contributing Share the subject of the Option to the extent of 3 cents.
Each Option entitles the holder to subscribe for one partly paid ordinary share ( Contrib ) in EMU NL ACN 127 291 927 ( Company ) upon the payment of the Exercise Price per Contrib subscribed for.
The Options will lapse at 5:00 pm on 30 April 2018 ( Expiry Date ).
The Options are transferable at any time in accordance with the Corporations Act 2001 and any applicable rules of ASX.
There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled (as a consequence of holding Option) to participate in new issues of capital that may be offered to shareholders during the currency of the Options.
The Option holder has the right to exercise Options prior to the date for determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 4 business days before the relevant closing date to exercise the Options.
Subject to any requirements of the Corporations Act and ASX Listing Rules, the Options do not confer the right to a change in exercise price.
In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
Unless approved otherwise by the Company on a case-by-case basis (with no obligation on the Company to do so), Options can only be exercised in parcels of not less than 100,000, except where the total Options held by the holder is less than 100,000 (in which case, all Options held by the holder must be exercised). The Company shall not be obliged to issue Contribs in response to an exercise of Options more frequently than every 30 days. The Company may, in its discretion, waive this clause.
Subject to clause 9, the Options shall be exercisable at any time during the period ( Exercise Period ) ending on the Expiry Date by: (a) the delivery to the registered office of the Company of a notice in writing ( Notice ) stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and cleared funds for the subscription monies for the Contribs; or (b) such other form and method as may be approved by the Company from time to time. The Notice and cleared funds must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it PROVIDED THAT if the remaining number be less than 100,000 those Options shall ipso facto lapse.
If the Company has entered into an agreement to underwrite the exercise of the Options and any Options remain unexercised at the Expiry Date, then the holder of those unexercised Options immediately, unconditionally and irrevocably appoints the Company as the Optionholder’s agent to transfer (for no consideration to that holder) the unexercised Options to the relevant underwriter and, despite clause , that underwriter is entitled to exercise the unexercised Options within 14 calendar days (or such fewer days as the Company may determine in its absolute discretion) of the Expiry Date.
Subject to clause 9, the Company shall endeavour to allot the resultant Contribs and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.
The Contribs allotted shall be listed, paid to $0.03 and otherwise be on the same terms and rank, from the date of allotment, equally with the existing listed Contribs in all respects.
The Company reserves the right to apply for quotation of the Options on ASX, but is not obliged to do so.

15 | P a g e

EMU NL ANNEXURE B

ANNEXURE B

TERMS AND CONDITIONS OPTIONS TO ACQUIRE FULLY PAID SHARES EXPIRING 30 JUNE 2018

The Options were issued on the following terms:

The exercise price of each Option is as set out in the Explanatory Statement ( Exercise Price ).
Each Option entitles the holder to subscribe for one fully paid ordinary share ( Share ) in EMU NL ACN 127 291 927 ( Company ) upon the payment of the Exercise Price per Share subscribed for.
The Options will expire as set out in the Explanatory Statement (the applicable time and date being the Expiry Date ).
The transferability of the Options is as set out in the Explanatory Statement.
There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled (as a consequence of holding Option) to participate in new issues of capital that may be offered to shareholders during the currency of the Option.
Option holders have the right to exercise Options prior to the date for determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before closing date to exercise the Options.
In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.
In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
Unless the approved otherwise by the Company on a case-by-case basis (with no obligation on the Company to do so), Options can only be exercised in parcels of not less than 100,000.
Subject to clause 9 and any vesting conditions set out in the Explanatory Statement, the Options shall be exercisable at any time during the period ( Exercise Period ) ending on the Expiry Date by: (a) the delivery to the registered office of the Company of a notice in writing ( Notice ) stating the intention of the Option holder to exercise all or a specified number of Options held by them accompanied by an Option certificate and cleared funds for the subscription monies for the Shares; or (b) such other form and method as may be approved by the Company from time to time. The Notice and cleared funds must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the balance of the Options held by it.
The Company shall allot the resultant Shares and deliver a statement of shareholdings with the holder’s identification number within 5 business days of exercise of the Options.
The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

16 | P a g e

EMU NL ANNEXURE C

ANNEXURE C

TERMS AND CONDITIONS OPTIONS TO ACQUIRE FULLY PAID SHARES EXPIRING 20 DECEMBER 2018

The Options were issued on the following terms:

The exercise price of each Option is as set out in the Explanatory Statement ( Exercise Price ).
Each Option entitles the holder to subscribe for one fully paid ordinary share ( Share ) in EMU NL ACN 127 291 927 ( Company ) upon the payment of the Exercise Price per Share subscribed for.
The Options will expire as set out in the Explanatory Statement (the applicable time and date being the Expiry Date ).
The transferability of the Options is as set out in the Explanatory Statement.
There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled (as a consequence of holding Option) to participate in new issues of capital that may be offered to shareholders during the currency of the Option.
Option holders have the right to exercise Options prior to the date for determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Options, and will be granted a period of at least 10 business days before closing date to exercise the Options.
In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Options will be adjusted in accordance with the formula set out in ASX Listing Rule 6.22.2.
In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.
Unless the approved otherwise by the Company on a case-by-case basis (with no obligation on the Company to do so), Options can only be exercised in parcels of not less than 100,000.
Subject to clause 9 and any vesting conditions set out in the Explanatory Statement, the Options shall be exercisable at any time during the period ( Exercise Period ) ending on the Expiry Date by: (a) the delivery to the registered office of the Company of a notice in writing ( Notice ) stating the intention of the Option holder to exercise all or a specified number of Options held by the Option holder accompanied by an Option certificate and cleared funds for the subscription monies for the Shares; or (b) such other form and method as may be approved by the Company from time to time. The Notice and cleared funds must be received by the Company during the Exercise Period. An exercise of only some Options shall not affect the rights of the Option holder to the remaining Options but in any such instance the Employee must indemnify the Employer from and against out of pocket expenses arising as a consequence of any such exercise (including the cost of giving instructions for and for preparing and filing a Form 3B on exercise and the fees raised by ASX (including Clearing House or Operations) as a consequence of any such exercise (being presently minimum circa $1,850 +GST).
The Company shall allot the resultant Shares and deliver a statement of shareholdings with the holder’s identification number within 5 business days of exercise of the Options.
The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

17 | P a g e

REGISTERED OFFICE:

LEVEL 2, 35 OUTRAM STREET WEST PERTH WA 6005

ACN: 127 291 927

SHARE REGISTRY:

«Post Barcode»[«Post_zone»]

«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 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

Code: EMU

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. SECTION A: Appointment of Proxy

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

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 General Meeting of the Company to be held at 5:00pm WST on Wednesday 29 August 2018 at 10 Walker Avenue, WEST PERTH WA 6005 and at any adjournment of that meeting.

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	RESOLUTION
1.	Approve Issue of Shares to Directors	7.	Ratification of Issue of Shares July 2018 (Tranche 1)
2.	Section 195 Approval	8.	Approval to Issue Shares (Tranche 2)
3.	Ratification of Issue of Options pursuant to December 17 Placement	9.	Approval for Issue of Shares
4.	Ratification of Issue of Shares to Acuity Capital
5.	Ratification of Issue of Employee Options

Approval of Issue of Employee Options

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 5:00pm WST on Monday 27 August 2018. + EMUPX1240818 1 1 EMU EMUPX1240818

EMUPX1240818

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 [email protected]

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.

AI assistant

EMU NL — Proxy Solicitation & Information Statement 2018

64851_rns_2018-07-29_e7d88a61-fe25-4014-a448-10fe93325640.pdf

EMU NL ACN 127 291 927 NOTICE OF GENERAL MEETING

AGENDA

RESOLUTION 1 – APPROVE ISSUE OF SHARES TO DIRECTORS

RESOLUTION 2 – SECTION 195 APPROVAL

RESOLUTION 3 – RATIFICATION OF ISSUE OF OPTIONS PURSUANT TO DECEMBER 17 PLACEMENT

RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO ACUITY CAPITAL

RESOLUTION 5 – RATIFICATION OF ISSUE OF EMPLOYEE OPTIONS

RESOLUTION 6 – APPROVAL OF ISSUE OF EMPLOYEE OPTIONS

RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES JULY 2018 (TRANCHE 1)

RESOLUTION 8 – APPROVAL TO ISSUE SHARES (TRANCHE 2)

RESOLUTION 9 – APPROVAL FOR ISSUE OF SHARES

Proxies

Entitlement to Vote

Corporations

Electronic Communication

Voting of Proxies

EXPLANATORY STATEMENT

RESOLUTION 1 – APPROVE ISSUE OF SHARES TO DIRECTORS

1.1 General

1.2 Specific Information pursuant to Listing Rule 10.13

1.3 Directors Recommendation

RESOLUTION 2 – SECTION 195 APPROVAL

RESOLUTIONS 3 – RATIFICATION OF ISSUE OF OPTIONS

3.1 General

3.2 Information required by ASX Listing Rule 7.5

3.3 Directors Recommendation

RESOLUTIONS 4 – RATIFICATION OF ISSUES OF SHARES TO ACUITY CAPITAL

4.1 General

4.2 Information required by ASX Listing Rule 7.5

4.3 Directors Recommendation

RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO EMPLOYEE

5.1 General

5.2 Information required by ASX Listing Rule 7.5

5.3 Directors Recommendation

RESOLUTION 6 – APPROVE ISSUE OF OPTIONS TO EMPLOYEE

6.1 General

6.2 Information required by ASX Listing Rule 7.3

6.3 Directors Recommendation

RESOLUTION 7 – RATIFICATION OF ISSUE OF SHARES JULY 2018 (TRANCHE 1)

7.1 General

7.2 Information required by ASX Listing Rule 7.5

7.3 Directors Recommendation

RESOLUTION 8 – APPROVAL TO ISSUE TRANCHE 2 SHARES

8.1 General

8.2 Information required by ASX Listing Rule 7.3

8.3 Directors Recommendation

RESOLUTION 9 – AUTHORITY TO SHARES

9.1 General

9.2 Information required by ASX Listing Rule 7.3

9.3 Other information

9.4 Directors Recommendation

GLOSSARY

ANNEXURE A

TERMS AND CONDITIONS OPTIONS (TO ACQUIRE CONTRIBUTING SHARES) EXPIRING 30 APRIL 2018

ANNEXURE B

TERMS AND CONDITIONS OPTIONS TO ACQUIRE FULLY PAID SHARES EXPIRING 30 JUNE 2018

ANNEXURE C

TERMS AND CONDITIONS OPTIONS TO ACQUIRE FULLY PAID SHARES EXPIRING 20 DECEMBER 2018

EMU NL

REGISTERED OFFICE:

ACN: 127 291 927

SHARE REGISTRY:

«Post Barcode»[«Post_zone»]

PROXY FORM

SECTION B: Voting Directions

SECTION C: Signature of Security Holder(s)

1. NAME AND ADDRESS

2. APPOINTMENT OF A PROXY

3. DIRECTING YOUR PROXY HOW TO VOTE

4. APPOINTMENT OF A SECOND PROXY

5. SIGNING INSTRUCTIONS

6. LODGEMENT OF PROXY

PRIVACY STATEMENT

More from EMU NL

EMU NL Proxy Solicitation & Information Statement 2018