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EMU NL Proxy Solicitation & Information Statement 2019

Jun 10, 2019

64851_rns_2019-06-10_fdf31643-56e5-481c-9ba6-559fe0136b89.pdf

Proxy Solicitation & Information Statement

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ACN 127 291 927

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM Date of Meeting 10 July 2019 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 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.

Page 1

EMU NL

ACN 127 291 927

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting ( Meeting ) of Emu NL ( Emu or Company ) will be held at 10 Walker Avenue, West Perth, Western Australia on 10 July 2019 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 otherwise requires, have the same meaning as given to them in the Glossary.

AGENDA

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

RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES TO BLC SpA

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 2,500,000 Shares.”

Voting Exclusion: The Company will disregard any votes cast on 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 2 – APPROVAL OF ISSUE OF OPTIONS TO APPLICANTS IN MAY 2019 PLACEMENT

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

That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue (on the terms and conditions outlined in the Explanatory Statement) of 40,000,000 Options to acquire Shares (exercisable at $0.20 each, expiring 15 January 2021) to issuees who participated in the placement of New Shares on 15 May 2019 on the terms and conditions outlined in the Explanatory Statement, in Annexure A.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who participated in the issue of underlying Shares. 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 3 – APPROVAL TO ISSUE 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 a minimum issue price which is the higher of $0.10 or 80% of the volume weighted average market price of the Shares on ASX over a specified 5 day period specified in and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on 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.

Page 2

ACN 127 291 927

EMU NL

NOTICE OF GENERAL MEETING

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 encouraged to attend the Meeting or, if they are unable to attend in person, to 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 5:00pm (AWST) on 8 July 2019 by:

  1. post to Security Transfer Australia Pty Ltd, PO Box A2020, South Sydney, New South Wales 1235;

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

  3. email at [email protected]; or

  4. 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 8 July 2019 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.

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 Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

Page 3

EMU NL

ACN 127 291 927

NOTICE OF GENERAL MEETING

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: 7 June 2019

Page 4

ACN 127 291 927

EMU NL

EXPLANATORY STATEMENT TO NOTICE OF GENERAL MEETING

This Explanatory Statement accompanies and comprises part of the notice ( Notice ) convening the General Meeting ( Meeting ) of Shareholders of Emu NL to be held 10 July 2019.

Capitalised terms in this Explanatory Statement are defined in the Glossary .

1. RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES TO BLC SpA

1.1 General

On 8 February 2017, the Company received shareholder approvals for the issue of up to 15 million shares ( Consideration Shares ; 2,500,000 of which were issued shortly after the approvals were given) in respect of the Option Agreement (for the option to purchase the Vidalita and Jotahues projects – Projects ) with Prospex SpA and BLC SpA.

The Company has issued an additional 2,500,000 Shares in satisfaction of the second tranche of Consideration Shares ( Second Tranche Shares ) and notes that 10,000,000 of the Consideration Shares remain to be issued subject to the following conditions:

  • i) 5,000,000 (approved for issue no later than 31 December 2020) if the Company exercises the option and defines a 500,000-ounce measured resource of gold on the Projects; and

  • ii) 5,000,000 (approved for issue no later than 31 December 2020) if the Company exercises the option and defines a 1,000,000-ounce measured resource of gold on the Projects.

This Resolution seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Second Tranche Shares.

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.

1.2 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) 2,500,000 Shares were allotted and issued by the Company;

  • (b) the Shares were issued as part consideration for the grant of the “Project Option” described in sections 2.2 and 2.3 of the explanatory statement to Emu’s Notice of Meeting dated 5 January 2017;

  • (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 to BLC SpA, a company which is not a related party of Emu; and

  • (e) no funds were raised as the issue of Shares was in respect of the acquisition of an option to purchase the Vidalita and Jotahues gold projects in Chile.

1.3 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.

2. RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS TO APPLICANTS IN MAY 2019 PLACEMENT 2.1 General

On 15 May 2019, the Company announced that it had issued 20 million fully paid ordinary shares (“ New Shares ”) at $0.048 each to sophisticated and professional investors, raising $960,000 pursuant to an approval granted at the General Meeting of Shareholders held on 25 March 2019. The New Shares were listed on ASX and rank equally with the existing fully paid ordinary shares.

Page 5

EMU NL

ACN 127 291 927

EXPLANATORY STATEMENT TO NOTICE OF GENERAL MEETING

As agreed, Emu agreed to seek shareholder approval to issue two (2) free options (“ Option ”) for every one (1) New Share issued. The Options will be exercisable at 20 cents each on or before 15 January 2021 and, subject to satisfying ASX listing criteria, they will be quoted.

Resolution 2 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of these Options.

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 2 will be to authorise the Directors to issue the Options without using the Company’s 15% placement capacity under Listing Rule 7.1 or its 10% Placement Capacity under Listing Rule 7.1A.

2.2 Information required by ASX Listing Rule 7.3

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

  • (a) the Company will issue up to 40,000,000 Options to acquire Shares;

  • (b) the Company will issue the Options (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, but the intention is to issue the Options as soon as possible after the Meeting;

  • (c) each Option will be issued in consideration of the terms of the Placement;

  • (d) the Options will be issued on the terms and conditions set out in Annexure A;

  • (e) the Options will be issued as a private placement to numerous sophisticated and professional investors, none of whom are related parties of the Company;

  • (f) the Options will be quoted, subject to ASX listing criteria; and

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

2.3 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.

Page 6

EMU NL

ACN 127 291 927

EXPLANATORY STATEMENT TO NOTICE OF GENERAL MEETING

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES

3.1 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.

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 this Resolution 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.

3.2 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 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 per share will be the higher of $0.10 or 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; or

  • (iii) the date on which the price at which the Shares are to be issued is agreed, provided that the Shares are issued within 5 Trading Days of that date;

(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.

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.

Page 7

EMU NL

ACN 127 291 927

EXPLANATORY STATEMENT TO NOTICE OF GENERAL MEETING

GLOSSARY

$ means Australian dollars. Associate has the same meaning as defined in section 11 and sections 13 to 17 of the Corporations Act. ASIC means the Australian Securities and Investments Commission. ASX means ASX Limited. ASX Listing Rules means the Listing Rules of ASX. AWST means Western Standard Time as observed in Perth, Western Australia. Board means the current board of directors of the Company. Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day. Company or Emu means EMU NL (ACN 127 291 927). Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Explanatory Statement means the explanatory statement accompanying the Notice. General Meeting or Meeting means the meeting convened by the Notice. Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form. Option means an option to acquire a Share. Option holder means a holder of an Option. Proxy Form means the proxy form accompanying the Notice. Resolutions means the resolutions set out in the Notice of Meeting, 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 holder of a Share.

Page 8

EMU NL

ACN 127 291 927

EXPLANATORY STATEMENT TO NOTICE OF GENERAL MEETING

ANNEXURE A

TERMS AND CONDITIONS PLACEE OPTIONS TO ACQUIRE FULLY PAID ORDINARY SHARES EXPIRING 15 JANUARY 2021

The Options are issued on the following terms:

  1. Each Option may be exercised by giving notice in that regard together with payment of the amount of twenty (20) cents ( Exercise Price ).

  2. 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.

  3. The Options will lapse at 5:00 pm on 15 January 2021 ( Expiry Date ).

  4. The Options are transferable at any time in accordance with the Corporations Act 2001 and any applicable rules of ASX.

  5. 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.

  6. 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 3 business days before the relevant closing date to exercise the Options.

  7. 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 or the number of securities over which the Option can be exercised.

  8. 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.

  9. 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 500,000, except where the total Options held by the holder is less than 500,000 and that holder has never exercised or transferred any other Options (in which case, all Options held by the holder must be exercised and the costs of filing with ASX in connection with the exercise to be borne up front by the Optionholder). Subject to ASX listing rules, the Company shall not be obliged to issue Shares in response to an exercise of Options more frequently than once per calendar quarter. The Company may, in its discretion, waive this clause or any part of it and such a waiver may be subject to conditions or further limitations.

  10. 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 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 PROVIDED THAT if the remaining number be less than 500,000 those Options shall ipso facto lapse.

  11. 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 on any account) the unexercised Options to the relevant underwriter and, despite clause 10, 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.

  12. Subject to clause 9, the Company shall endeavour to allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Options.

  13. The Company will apply for quotation of the Options on ASX but does not guarantee they will be or remain listed.

Page 9

EMU NL

REGISTERED OFFICE:

LEVEL 2, 35 OUTRAM STREET WEST PERTH WA 6005

ACN: 127 291 927

SHARE REGISTRY:

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

PROXY FORM

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

«ONLINE

SECTION A: Appointment of Proxy

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

The meeting chairperson OR

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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 10 July 2019 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 For Against Abstain*

  1. RATIFICATION OF ISSUE OF SHARES TO BLC SpA

  2. APPROVAL OF ISSUE OF OPTIONS TO APPLICANTS IN MAY 2019 PLACEMENT

  3. APPROVAL TO ISSUE SHARES

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.

Security Holder 3

Individual or Security Holder

Individual or Security Holder Security Holder 2 Security Holder 3 Director Director/Company Secretary Proxies must be received by Security Transfer Australia Pty Ltd no later than 5:00pm WST on Monday 8 July 2019. 1 1 EMU EMUPX1100719

Sole Director & Sole Company Secretary

  • EMUPX1100719

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.