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FAR LIMITED AGM Information 2013

Apr 25, 2013

64899_rns_2013-04-25_1d2a429b-923c-487b-8f34-b8d2eee99c39.pdf

AGM Information

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ABN 41009 117 293

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Notice of Annual General Meeting and Explanatory Statement

For the Annual General Meeting to be held at 10.00am on Monday 27 May 2013 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of the Company will be held at 10.00am on Monday 27 May 2013 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

How to Vote

You may vote by attending the meeting in person, by proxy or authorized representative.

Voting in Person

To vote in person, attend the meeting on the date and time and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed and either:

send the Proxy Form by post to Advanced Share Registry, PO Box 1156, Nedlands, Western Australia 6909; or
send the Proxy Form by facsimile to Advanced Share Registry on facsimile number +61 (8) 9389 7871

Or

for online voting, www.advancedshare.com.au

so that it is received not later than 10.00am on 25 May 2013.

Proxy Forms received later than this time will be invalid.

FAR LIMITED ABN 41 009 117 293 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of FAR Limited (‘Company’) will be held at 10.00am on Monday 27 May 2013 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

AGENDA

ADOPTION OF FINANCIAL STATEMENTS

To receive the Annual Financial Report, including Directors’ declaration and accompanying reports of the Directors and auditors, for the financial year ending 31 December 2012.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Annual Report for the year ended 31 December 2012.”

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 – APPROVAL OF 10% PLACEMENT FACILITY

To consider, and if though fit, to pass 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 up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

RESOLUTION 3 – RE-ELECTION OF MR A E BRINDAL

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

“That Mr Albert Edward Brindal, who retires in accordance with the Company’s Constitution, being eligible for re-election, be re-appointed as a director of the Company.”

RESOLUTION 4 – RE-ELECTION OF MR B J M CLUBE

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

“That Mr Benedict Clube, who was appointed by the Board since the last Annual General Meeting and who retires in accordance with the Company’s Constitution, being eligible for re-election, be re-appointed as a director of the Company.”

RESOLUTION 5 – ISSUE OF OPTIONS – MS C M NORMAN

To consider and, if thought fit, to pass 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 issue of 14 million Options to Ms C M Norman on the terms and conditions set out in the Explanatory Statement.”

RESOLUTION 6 – ISSUE OF OPTIONS – MR B J M CLUBE

To consider and, if thought fit, to pass 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 issue of 12 million Options to Mr B J M Clube on the terms and conditions set out in the Explanatory Statement.”

RESOLUTION 7 – ISSUE OF OPTIONS – MR N J LIMB

To consider and, if thought fit, to pass 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 issue of 5 million Options to Mr N J Limb on the terms and conditions set out in the Explanatory Statement.”

RESOLUTION 8 – AUTHORITY TO INCREASE NON-EXECUTIVE DIRECTORS FEES

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

“That for the purposes of ASX Listing Rule 10.17 and for all other purposes, the maximum annual aggregate amount of remuneration (within the meaning of the constitution) that Non-Executive Directors are entitled to be paid for their services as Directors out of the funds of the Company under rule 20.1 of the constitution be increased by $100,000 and fixed at $350,000 per annum.”

Dated this 18th Day of April 2013

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Peter Thiessen

Company Secretary

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NOTES:

A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.
For the purposes of the Corporations Act, securities will be taken to be held by persons who are registered holders as at 7.00 pm on 25 May 2013.
If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from voting on that resolution if they think fit.
If a proxy is instructed to abstain from voting on an item of business, the proxy is directed not to vote on the shareholder’s behalf on the poll and the shares that are subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their proxy forms with a direction on how to vote but do not nominate the identity of their proxy will be taken to have appointed the chairman of the meeting as their proxy to vote on their behalf.
If a proxy form is returned but the nominated proxy does not attend the meeting or does not vote on the resolution, the chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions.
Proxy appointments in favour of the chairman that do not contain a direction on how to vote will be used where possible to support each of the resolutions proposed in this notice of meeting.
The proxy form must be signed by the member or his/her attorney duly authorised in writing or if the shareholder is a corporation in a matter permitted by the Corporations Act or in accordance with the laws of that corporation’s place of incorporation.

VOTING EXCLUSIONS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (‘KMP’), details of whose remuneration are included in the Remuneration Report; or a closely related party of a KMP whether the votes are cast as a shareholder, proxy or in any other capacity. Section 250R of the Corporations Act prohibits a vote being cast in any such circumstance.

However, the Company will not disregard a vote cast by a member of the KMP (‘KMP member’) or a closely related party of a KMP member if the vote is cast as a proxy; the proxy is appointed by writing that specifies how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a KMP member or a closely related party of a KMP member.

KMP members are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

If you are a KMP member or a closely related party of a KMP member (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may commit an offence by breaching the voting restrictions that apply to you under the Corporations Act.

A closely related party of a KMP member means any of the following:

a spouse or child of the KMP member;
a child of the KMP member’s spouse;
a dependant of the KMP member or the KMP member’s spouse;
anyone else who is one of the KMP member’s family and may be expected to influence the KMP member, or be influenced by the KMP member, in the KMP member’s dealing with the Company;
a company the KMP member controls; or
a person prescribed by regulations (as at the date of this Notice of Annual General Meeting, no such regulations have been prescribed).

The proxy form accompanying this Notice of Annual General Meeting contains instructions regarding how to complete the proxy form if a Shareholder wishes to appoint the Chairman as his or her proxy and to direct the Chairman to vote on the resolution to adopt the Remuneration Report. You should read those instructions carefully.

2. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT FACILITY

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, and any associates of such person. However, the Company need not disregard a vote if it is cast:

as proxy for a person who is entitled to vote in accordance
with the directions on the proxy form; or
by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the form to vote as the proxy decides.

At the date of this Notice of Meeting, the Company has not approached any particular existing shareholder or an identifiable class of existing shareholders to participate in the issue of the shares. No existing shareholder’s will therefore be excluded under the voting exclusion in the Notice of Annual General Meetings.

3. RESOLUTION 5 – ISSUE OF OPTIONS – MS C M NORMAN

The Company will disregard any votes cast on this resolution by Ms C M Norman and any of her associates and any person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, and any associates of such person. However, the Company need not disregard a vote if it is cast:

as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the form to vote as the proxy decides.

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4. RESOLUTION 6 – ISSUE OF OPTIONS – MR B J M CLUBE

The Company will disregard any votes cast on this resolution by Mr B J M Clube and any of his associates and any person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, and any associates of such person. However, the Company need not disregard a vote if it is cast:

as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the form to vote as the proxy decides.

5. RESOLUTION 7 – ISSUE OF OPTIONS – MR N J LIMB

The Company will disregard any votes cast on this resolution by Mr N J Limb and any of his associates and any person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, and associates of such person. However, the Company need not disregard a vote if it is cast:

as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or
by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the form to vote as the proxy decides.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Peter Thiessen, on (61 3) 9618 2550 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

1. GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the Annual General Meeting of the Company to be held on 27 May 2013.

The purpose of this Explanatory Statement is to provide shareholders with information that the Board believes to be material to shareholders in deciding whether or not to approve the above resolutions detailed in the Notice.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to put to the vote at the Annual General Meeting a resolution that the Remuneration Report be adopted. The Company is also required to inform Shareholders in the Notice of Annual General Meeting that a resolution to this effect will be put at the Annual General Meeting. The Remuneration Report is contained within the Directors’ Report in the Company’s Annual Report for the year ended 31 December 2012. It sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the Managing Director, specified executives and the non-executive Directors.

Shareholders are advised that, pursuant to section 250R(3) of the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company. Accordingly, the Company will not be required to alter any arrangements detailed in the Remuneration Report, should the Remuneration Report not be adopted.

Further, under recent amendments to the Corporations Act, if 25% or more of the votes cast on Resolution 1 are against adoption of the Remuneration Report, then:

a) if comments are made on the Remuneration Report at the Annual General Meeting, the Company’s remuneration report for the financial period ending 31 December 2013
will be required to include an explanation of the Board’s proposed action in response or, if no action is proposed, the Board’s reasons for this; and
b) if, at the Company’s May 2014 Annual General Meeting, 25% or more of the votes cast on the resolution for the adoption of the remuneration report for the financial year ending 31 December 2013 are against its adoption, the Company must put to its shareholders a resolution proposing that an extraordinary general meeting (‘Spill Meeting’) be held within 90 days. Where a Spill Resolution is carried (i.e. more than 50% of the votes cast on the Spill Resolution are in favour of the Spill Resolution), the Directors generally (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting, unless they are re-elected at the Spill Meeting.

The Company recommends that members who submit proxies should consider giving ‘how to vote’ directions to their proxyholder on each resolution, including this Resolution 1. If you complete a proxy form that authorises the Chairman of the Annual General Meeting to vote on your behalf as a proxyholder, and you do not mark any of the boxes ‘for’ or ‘against’ or ‘abstain’ so as to give the Chairman directions about how your vote should be cast in relation to Resolution 1, but you do tick the box to the left of the heading ‘Important for Resolution 1’ on the proxy form, your proxy appointment will automatically direct the Chairman to vote in favour of the resolution to adopt the Remuneration Report and the Chairman will vote accordingly.

The Chairman intends to vote in favour of Resolution 1 where the Chairman is directed to do so by instructions in Step 2 on the Proxy Form or, in the absence of such a direction in Step 2, where the box to the left of the heading ‘Important for Resolution 1’ on the proxy form is ticked.

If you wish to appoint the Chairman as your proxyholder but you do not want to put the Chairman in the position to cast your votes in favour of Resolution 1, you should complete the appropriate box on the proxy form, directing the Chairman to vote against or abstain from voting on Resolution 1.

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3. RESOLUTION 2 – APPROVAL OF 10% PLACEMENT FACILITY UNDER LISTING RULE 7.1A

General

Listing Rule 7.1A enables an eligible entity to issue ordinary fully paid shares (‘Equity Securities’) up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting (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 capitalization 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 to be issued under the 10% Placement Facility will be determined in accordance with the formula in Listing Rule 7.1A.2 (refer to 3.3 below).

Description of Listing Rule 7.1A

3.1 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 Annual General Meeting.

3.2 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 this Notice of Meeting, has on issue one class of Equity Securities, being Shares.

3.3 Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that an eligible entity which has obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A = The number of shares on issue 12 months before the date of issue or agreement:
plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
plus the number of partly paid shares that became fully paid in the 12 months;
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;
less the number of fully paid shares cancelled in the 12 months.

Note, that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D = 10%

E = 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.

3.4 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 of Meeting, the Company has on issue 2,499,846,742 shares and therefore has a capacity to issue:

374,977,011 Equity Securities under Listing Rule 7.1; and
under Resolution 2, subject to Shareholder approval being sought, 249,984,674 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 3.3 above).

3.5 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:

a) the date on which the price at which the Equity Securities are to be issued is agreed; or
b) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (A) above, the date on which the Equity Securities are issued.

3.6 10% Placement Period

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

a) the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or
b) 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);

or such longer period if allowed by ASX ( 10% Placement Period ).

3.7 Listing Rule 7.1A

The effect of Resolution 2 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 2 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).

3.8 Specifc 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) If Resolution 2 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 table below. 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 Shareholders provide their approval at the Annual General Meeting; and

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(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, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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

The table also shows:

(i) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue to all Shareholders) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ Meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable A in Listng Rule 7.1A.2	Variable A in Listng Rule 7.1A.2	Diluton	Diluton	Diluton
		$0.018	$0.036	$0.072
		50% decrease in issueprice	Issueprice	100% increase in issueprice
Current variable A	10% Votng diluton	249,984,674	249,984,674	249,984,674
2,499,846,742 shares	Funds raised	$4,499,724	$8,999,448	$17,998,674
50% increase in current variable A	10% Votng diluton	374,977,011	374,977,011	374,977,011
3,749,770,113 shares	Funds raised	$6,749,586	$13,499,172	$26,998,345
100% increase in current variable A	10% Votng diluton	499,969,348	499,969,348	499,969,348
4,999,693,484 shares	Funds raised	$8,999,448	$17,998,897	$35,997,793

The table has been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
None of the 70,000,000 unlisted options that the Company currently has on issue are exercised into shares before the date of the issue of the Equity Securities.
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%.
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 that Shareholder’s holding at the date of the Annual General Meeting.
The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement capacity under Listing Rule 7.1.
The issue price is $0.036, being the closing price of the Shares on ASX on 9 April 2013.
(b) The Company will only issue and allot the Equity Securities during the 10% Placement period. The approval under Resolution 2 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).
(c) The Company may seek to issue the Equity Securities for the following purposes:
(i) cash consideration. In such circumstances, the Company intends to use the funds raised to progress its exploration work programs. The Company is undertaking a number of exploration programs in locations including East Africa, West Africa and Australia.
(ii) non-cash consideration. Whilst the Company is not currently seeking to acquire new resource assets or investments, an asset may become available for acquisition in exchange for shares. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

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

(d) The Company’s allocation policy will depend 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 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, a rights issue or other issue in which existing Shareholders can participate;
(ii) the effect the issue of the Equity Securities might have on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

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

If the Company were to acquire an asset or investment in exchange for Shares, it is likely that the allottee under the 10% Placement Facility would be the vendor of the asset or investment.

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(e) This is the first occasion on which Shareholder approval has been sought under Listing Rule 7.1A.
(f) 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. No existing Shareholder’s votes will therefore be excluded.

The Directors recommend that you vote in favour of this Resolution.

4. RESOLUTION 3 – RE-ELECTION OF MR A E BRINDAL

In accordance with ASX Listing Rule 14.4, no Director of the Company may hold office (without re-election) past the longer of 3 years and the third Annual General Meeting following their appointment. Further, in accordance with the Company’s Constitution, one third of the Directors must retire by rotation at every Annual General Meeting. Accordingly, Mr A E Brindal retires and being eligible for re-election, offers himself for reelection at the Meeting.

Details about Mr Brindal are set out on page 19 of the 2012 Annual Report.

The Board (excluding the recipient Director in question) has made the decision to recommend to shareholders to issue the Options to Ms C M Norman on the basis of an assessment of her expected contribution to, and her continuing involvement with, the Company, taking into account the fact that the Company operates with a relatively small number of Directors. The Board, took account what it considered to be an appropriate assessment of the overall reasonable remuneration for a Managing Director for an organisation of the Company’s size and geographical spread.

At last year’s Annual General Meeting Shareholders approved a grant of 20,000,000 options to Ms C M Norman which vested immediately at a strike price of 6 cents per share expiring 30 June 2015. These options issued to Ms C M Norman are valued at $420,000. The Company is entering a busy period with 5 wells scheduled over the next 18 months and having regard to the likely challenges Ms C M Norman is expecting to face over the next little while, her proposed contribution and requirements of her will be significant. The proposed new Option issue is intended to supplement the existing options which are on issue.

Shareholder approval for the issue of Options to Ms C M Norman is required by ASX Listing Rule 10.11.

5. RESOLUTION 4 – RE-ELECTION OF MR B J M CLUBE

Mr B J M Clube was appointed as a Director of the Company as announced to ASX in April 2013. The Company’s Constitution provides that a Director appointed by the other Directors must retire at the next following AGM. Accordingly, Mr B J M Clube retires and being eligible for re-election, offers himself for re-election at the Meeting.

Mr B J M Clube was appointed in the executive role as Commercial Manager of the Company on 8 October 2012.

Mr B J M Clube was previously on the board of directors of Oilex Ltd, an ASX and AIM listed oil and gas company and held executive roles as Finance Director and Company Secretary and Chief Finance and Commercial Officer between July 2008 to September 2012. Prior to this Mr B J M Clube held various directorships of BHP companies.

6. RESOLUTION 5 – ISSUE OF OPTIONS TO MS C M NORMAN

6.1 Background

Resolution 5 seeks Shareholder approval for the issue of 14 million Options to Ms C M Norman, the Managing Director of the Company. Each Option will be exercisable on the terms and conditions set out in Section 6.4 of the Explanatory Statement.

The options proposed to be granted to Ms C M Norman will be issued for nil consideration, vest immediately and will be issued not more than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Under the terms of her employment contract with the Company, Ms C M Norman’s current total remuneration package excluding options is $419,020. For further details in respect to her remuneration please refer to the Annual Report.

The purpose of the issue of Options to Ms C M Norman is in recognition of her continued expected contribution to the Company’s development, and to provide an appropriate added incentive for her to contribute to increasing Shareholder value and to lead the Company in a manner which should underpin the potential success of the Company. The issue of the Options should encourage productivity, enhance loyalty and provide an incentive for future performance aligned to shareholder interests.

6.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires the Company to obtain Shareholder approval by ordinary resolution prior to the issue of securities (including an Option) to a related party of the Company.

Ms C M Norman is a related party of the Company because she is the Managing Director of the Company.

Accordingly, Shareholder approval for the issue of Options to Ms C M Norman pursuant to Resolution 5 is required by ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required to issue the Options to the Directors as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options to the Directors will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to the issue of Options pursuant to Resolution 5:

(a) the maximum number of Options to be issued by the Company is 14 million Options to Ms C M Norman;
(b) the Options will be issued for nil cash consideration as they are being issued to Ms C M Norman in order to provide a material additional incentive for her ongoing commitment and dedication to the continued success of the Company. The Board considers the issue of Options to be reasonable in the circumstances, to assist the Company in retaining the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;
(c) the Options will be issued not more than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;
(d) the Options will be issued on the terms and conditions set out in Section 6.4 of this Explanatory Statement; and
(e) no funds will be raised by the issue of the Options (although funds will be raised to the extent that the Options are eventually exercised).

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6.3 Additional Information

The following information is provided in relation to Resolution 5:

(a) the person to whom the Options will be issued is Ms C M Norman;
(b) the maximum number of Options to be issued is 14 million to Ms C M Norman;
(c) the Options will be issued for nil cash consideration and accordingly, no funds will be raised from the issue of the Options, although funds may be raised in the future to the extent the Options are exercised;
(d) the terms and conditions of the Options to be issued pursuant to Resolution 5 are set out in Section 6.4 of this Explanatory Statement and involve an exercise premium of 50% to the share price as at the proposed date of issue;
(e) Ms C M Norman has a material personal interest in the outcome of Resolution 5 and accordingly does not wish to provide a recommendation in respect of the Resolution. The other Directors, who do not have a material personal interest in the outcome of Resolution 5, recommend that Shareholders approve Resolution 5. The Directors (other than Ms C M Norman) considered Ms C M Norman’s experience, the current market price of the Shares and current market practice when determining the terms of the Options and the number of Options to be issued to Ms C M Norman;
(f) if Shareholders approve the issue of Options to Ms C M Norman, and all Options are ultimately exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 0.6% on an undiluted basis and based on the number of Shares on issue (as at the date of this Notice) assuming that no other Options are exercised;
(g) the primary purpose of the issue of Options is to allow the Company to provide cost effective incentive for the ongoing dedication and efforts of Ms C M Norman. The Directors (other than Ms C M Norman) do not consider there are any significant opportunity costs to the Company or benefits forgone by the Company in issuing the Options to Ms C M Norman upon the terms proposed;
(h) the current security holdings (direct and indirect) of Ms C M Norman in the Company are as follows:

	Shares	Optons
Ms C M Norman	574,417	20,000,000

(i) based on current contractual arrangements, Ms C M Norman’s annual emolument for the year ended 31 December 2013 is expected to be:

	Remuneraton
Ms C M Norman	$419,020

(j) in the 12 months before the date of this Notice, the highest, lowest and last trading price of Shares on the ASX are as set out below:

	Date	Price
Highest	9 August 2012	5.5 cents
Lowest	15 November 2012 16 November 2012 29 November 2012 30 November 2012	3.0 cents
Last TradingPrice	9 April 2013	3.6 cents

(k) the estimated value of the Options has been calculated using the Black-Scholes valuation method and is set out in Section 6.5.
(l) the Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 5.

6.4 Option Terms

The terms of issue of the Options are as follows:

(a) each Option is exercisable on or before 27 May 2016
(b) the Options held by the holder can be exercised in whole or in part, and if exercised in part, multiples of 5,000 must be exercised on each occasion;
(c) the exercise price for each Option will be 150% of the volume weighted average market price of the Company’s ordinary shares during the 5 days immediately prior to the date of the Annual General Meeting (being 27 May 2013), rounded up to the nearest 0.1 of a cent. The actual exercise price of the Options will be announced once known on the date of the Annual General Meeting.
For illustrative purposes, the exercise price of the Options where the volume weighted average price was equal to the highest, lowest and last trading price of the securities during the year ended 9th April 2013 as listed in section 6.3 (j) above would be as follows:

	Volume Weighted Average Price	Exercise Price
Highest	5.5 cents	8.3 cents
Lowest	3.0 cents	4.5 cents
Last	3.6 cents	5.4 cents

(d) each Option is exercisable into one ordinary fully paid share in the Company which shall rank pari passu with existing shares;
(e) the optionholder cannot participate in any new issue of securities of the Company without exercising the Options;
(f) the optionholder will be permitted to participate in any new pro-rata issue of securities of the Company on prior exercise of the Options in which case the optionholder will be afforded the period of at least 7 Business Days prior to and inclusive of the record date to determine entitlements to the issue to exercise the Options;
(g) the Options do not confer on the holder any right to participate in dividends until Shares are allotted pursuant to the exercise of the Options;
(h) the Options are non-transferable;
(i) in the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on optionholders which are not conferred on Shareholders and for such purpose the Company may vary the number, exercise price or other terms of the Options in such manner as may be necessary to comply with the listing rules;

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(j) the number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to exercise of the Options so that, upon exercise of the Options the number of Shares received by the optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issues;
(k) in the event of termination of employment, the optionholder will have 30 days in which to exercise the Options or the date of expiry in accordance with paragraph (a) whichever is the earlier. Any Options not exercised in this period will be cancelled;
(l) in the event of death of the holder, the options which the holder is entitled to exercise at the time are exercisable within the earlier of 6 months of death by the legal person or representative or the date of expiry in accordance with paragraph (a). Any Options not exercised in this period will be cancelled;
(m) in the event of a takeover bid within the meaning of the Corporations Act being made for the Company and the bidder becoming entitled to become the registered holder of at least 90% of the ordinary shares during the bid period, any Options are exercisable by the end of the bid period and any such Options which have not been exercised by the end of that period shall lapse;
(n) in the event that a court orders a meeting to be held in relation to a scheme of arrangement in relation to the Company the effect of which may be that a person will have a relevant interest in at least 90% of the ordinary shares in the Company and such shareholder approval is obtained, any Options are exercisable within 3 days of the date of the shareholder approval and any such Options not exercised by the end of that period shall lapse; and
(o) in the event of a pro-rata issue of shares by the Company, there will be no change to the exercise price of the Options.

6.5 Estimated Valuation of Options

The Options have an estimated value of $249,335 as at 9 April 2013 using the Black-Scholes valuation.

The estimated valuation has been based upon the following inputs and assumptions:

(a) a spot share price of 3.6 cents;
(b) an indicative Option exercise price of 5.4 cents;
(c) a risk free rate of 3.00% per annum. This rate has been assessed having regard to the Reserve Bank of Australia cash target rate released on 3 April 2013;
(d) a volatility factor of 90%. This has been assessed having regard to a review of annualized historical volatilities over a 100 day, 300 day, 500 day and 700 day periods yielding volatilities of 62%, 81%, 91% and 90% respectively. Based on this information the Company has conservatively determined 90% as a representative volatility rate and the most representative for the next 3 years;
(e) an indicative expiry date of 9 April 2016; and
(f) all other terms and conditions as outlined in Section 6.4 of this Explanatory Statement.

Based on the above, the Options to be issued pursuant to Resolution 5 have been valued at 1.78 cents each under the Black-Scholes valuation method. The actual value of the options will be determined at the date of issue.

7. RESOLUTION 6 – ISSUE OF OPTIONS TO MR B J M CLUBE

7.1 Background

Resolution 6 seeks Shareholder approval for the issue of 12 million Options to Mr B J M Clube, a Director of the Company. Each Option will be exercisable on the terms and conditions set out in Section 6.4 of the Explanatory Statement.

The Options proposed to be granted to Mr B J M Clube will be issued for nil consideration, vest immediately and will be issued not more than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Under the terms of his employment contract with the Company, Mr B J M Clube’s current total remuneration package excluding options is $357,700. For further details in respect to his remuneration please refer to the Annual Report.

The Board (excluding Mr Clube) considers that this issue of Options to Mr B J M Clube would create an appropriate incentive for him to manage the operations of the Company in a manner which should underpin the potential success of the Company. The issue of the Options should encourage productivity, enhance loyalty and provide an incentive for future performance whilst preserving the Company’s cash resources. The Board, took account what it considered to be an appropriate assessment of the overall reasonable remuneration for an Executive Director and Commercial Manager for an organisation of the Company’s size and geographical spread.

Mr B J M Clube was granted 10,000,000 options in July 2012 which vested immediately at a strike price of 6 cents per share expiring 30 June 2015. These options issued to Mr B J M Clube are valued at $291,000. The Company is entering a busy period with 5 wells scheduled over the next 18 months and having regard to the likely challenges Mr B J M Clube is expecting to face over the next little while, his proposed contribution and requirements of him will be significant. The proposed new Option issue is intended to supplement the existing options which are on issue.

Shareholder approval for the issue of Options to Mr B J M Clube is required by ASX Listing Rule 10.11.

7.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires the Company to obtain Shareholder approval by ordinary resolution prior to the issue of securities (including an Option) to a related party of the Company.

Mr B J M Clube is a related party of the Company because he is a Director of the Company.

Accordingly, Shareholder approval for the issue of Options to Mr B J M Clube pursuant to Resolution 6 is required by ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required to issue the Options to the Directors as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options to the Directors will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

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For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to the issue of Options pursuant to Resolution 6:

(a) the maximum number of Options to be issued by the Company is 12 million Options to Mr B J M Clube;
(b) the Options will be issued for nil cash consideration as they are being issued to Mr B J M Clube in order to provide a material additional incentive for his ongoing commitment and dedication to the continued success of the Company. The Board considers the issue of Options to be reasonable in the circumstances, to assist the Company in retaining the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;
(c) the Options will be issued not more than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;
(d) the Options will be issued on the terms and conditions set out in Section 6.4 of this Explanatory Statement; and
(e) no funds will be raised by the issue of the Options (although funds will be raised to the extent that the Options are eventually exercised).

7.3 Additional Information

The various aspects relating to the proposed Options issue regarding Mr Clube are the same as those aspects relating to the Options issued to Ms C M Norman described above. Unless otherwise stated below, each of the items described above with respect to Ms C M Norman equally apply to Mr Clube and are not to be repeated here. Particular aspects which differ (in addition to those stated in Section 7.1 above) are as follows:

(a) it is proposed to issue 12 million Options to Mr B J M Clube as distinct from 14 million Options to Ms C M Norman;
(b) accordingly, as at the date of the Notice of Meeting the estimated valuation of Mr B J M Clube’s proposed Options is $213,716 rather than $249,335 in the case of Ms C M Norman, based on the valuation factors in Section 6.5 of this Explanatory Statement;
(c) Mr B J M Clube’s current security holding (direct and indirect) in the Company is 1,500,000 shares as at 12 April 2013 and 10,000,000 options; and
(d) the Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 6.

Mr B J M Clube has a material personal interest in the outcome of Resolution 6 and accordingly does not wish to provide a recommendation in respect of the Resolution. The other Directors, who do not have a material personal interest in the outcome of Resolution 6, recommend that Shareholders approve Resolution 6. The Directors (other than Mr B J M Clube) considered Mr B J M Clube’s experience, the current market price of the Shares and current market practice when determining the terms of the Options and the number of Options to be issued to Mr B J M Clube.

If Shareholders approve the issue of Options to Mr B J M Clube, and all Options are ultimately exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 0.5% on an undiluted basis and based on the number of Shares on issue (as at the date of this Notice) assuming that no other Options are exercised.

8. RESOLUTION 7 – ISSUE OF OPTIONS TO MR N J LIMB

8.1 Background

Resolution 7 seeks Shareholder approval for the issue of 5 million Options to Mr N J Limb, a Director of the Company. Each Option will be exercisable on the terms and conditions set out in Section 6.4 of the Explanatory Statement.

The options proposed to be granted to Mr N J Limb will be issued for nil consideration, vest immediately and will be issued not more than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

Under the terms of his appointment as Director with the Company, Mr N J Limb’s current total director’s fee, excluding options, is $125,000 per annum. The Remuneration Committee and Board approved an increase in Director fees on April 2013 with effect from April 2013 when Mr Limb’s fee was increased from $75,000 per annum.

The Board acknowledges that the grant of options to a nonexecutive director is a departure from Recommendation 8.3 of the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council. However, at this important stage of the Company’s development the Chairman has a high workload and brings particular African expertise and connections to the Company. Having considered these factors, the Board (excluding Mr N.J. Limb) considers that this issue of Options to Mr N J Limb would create an appropriate incentive for him to lead the Company in a manner which should underpin the potential success of the Company.

The issue of the Options should encourage productivity, enhance loyalty and provide an incentive for future performance whilst preserving the Company’s cash resources. The Board took account what it considered to be an appropriate assessment of the overall reasonable remuneration for a Chairman of the Board for an organisation of the Company’s size and geographical spread. The Board does not presently intend to grant any further options to the Chairman during the term of the Options the subject of Resolution 7.

Mr N J Limb has 32,908,139 shares in the Company but has no other options in the Company. The Company is entering a busy period with 5 wells scheduled over the next 18 months and having regard to the likely challenges Mr N J Limb is expecting to face over the next little while, his proposed leadership and strategic guidance will be significant.

Shareholder approval for the issue of Options to Mr N J Limb is required by ASX Listing Rule 10.11.

8.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires the Company to obtain Shareholder approval by ordinary resolution prior to the issue of securities (including an Option) to a related party of the Company.

Mr N J Limb is a related party of the Company because he is a Director of the Company.

Accordingly, Shareholder approval for the issue of Options to Mr N J Limb pursuant to Resolution 7 is required by ASX Listing Rule 10.11.

Approval pursuant to ASX Listing Rule 7.1 is not required to issue the Options to the Directors as approval is being obtained under ASX Listing Rule 10.11. Shareholders should note that the issue of Options to the Directors will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

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For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to the issue of Options pursuant to Resolution 7:

(a) the maximum number of Options to be issued by the Company is 5 million Options to Mr N J Limb;
(b) the Options will be issued for nil cash consideration as they are being issued to Mr N J Limb in order to provide a material additional incentive for his ongoing commitment and dedication to the continued success of the Company. The Board considers the issue of Options to be reasonable in the circumstances, to assist the Company in retaining the highest calibre directors to the Company, whilst maintaining the Company’s cash reserves;
(c) the Options will be issued not more than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that allotment will occur on one date;
(d) the Options will be issued on the terms and conditions set out in Section 6.4 of this Explanatory Statement; and
(e) no funds will be raised by the issue of the Options (although funds will be raised to the extent that the Options are eventually exercised).

8.3 Additional Information

The various aspects relating to the proposed Options issue regarding Mr Limb are the same as those aspect relating to the Options issued to Ms Norman described above. Unless otherwise stated below, each of the items described above with respect to Ms Norman equally apply to Mr Limb and won’t be repeated here. Particular aspects which differ (in addition to those stated in Section 8.1 above) are as follows:

(a) it is proposed to issue 5 million Options to Mr Limb as distinct from 14 million Options to Ms Norman;
(b) accordingly, as at the date of the Notice of Meeting the valuation of Mr Limb’s proposed Options is $89,048 rather than $249,335 in the case of Ms Norman, based on the valuation factors in Section 6.5 of this Explanatory Statement;
(c) Mr Limb’s current security holding (direct and indirect) in the Company is 32,908,139 Shares; and
(d) the Directors are not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 7.

Mr N J M Limb has a material personal interest in the outcome of Resolution 7 and accordingly does not wish to provide a recommendation in respect of the Resolution. The other Directors, who do not have a material personal interest in the outcome of Resolution 7, recommend that Shareholders approve Resolution 7. The Directors (other than Mr N J Limb) considered Mr N J Limb’s experience, the current market price of the Shares and current market practice when determining the terms of the Options and the number of Options to be issued to Mr N J Limb.

If Shareholders approve the issue of Options to Mr N J Limb, and all Options are ultimately exercised, the effect will be to dilute the shareholding of existing Shareholders by approximately 0.2% on an undiluted basis and based on the number of Shares on issue (as at the date of this Notice) assuming that no other Options are exercised.

9. RESOLUTION 8 – AUTHORITY TO INCREASE NON-EXECUTIVE DIRECTORS FEES

In accordance with the Listing Rules and the Constitution, the maximum annual aggregate amount of remuneration that may be provided to Non-Executive Directors is the amount determined by Shareholders.

Resolution 8 seeks Shareholder approval for the purposes of Listing Rule 10.17 and for all other purposes, for the Company to be authorised to increase the maximum annual aggregate amount of remuneration that may be paid to Non-Executive Directors. In calculating the total amount of Non-Executive Directors’ fees payable for the purpose of Listing Rule 10.17, superannuation contributions made by the Company for the benefit of Non-Executive Directors, and fees that a NonExecutive Director agrees to sacrifice on a pre-tax basis (if any), are included in the calculation.

Currently the maximum annual aggregate amount which may be provided as remuneration to all Non-Executive Directors of the Company for their services as directors out of the funds of the Company is $250,000, as approved by Shareholders at the Annual General Meeting held on 11 April 2011.

Resolution 8 seeks Shareholder approval to increase the maximum annual aggregate remuneration of Non-Executive Directors of the Company by $100,000, from $250,000 to $350,000 per annum.

Listing Rule 10.17 provides that an entity must not increase the total amount of directors’ fees payable by it or any of its controlled entities without the approval of holders of its ordinary securities. The rule does not apply to the salary of an executive director. This requirement is also reflected in the Company’s Constitution.

It is not intended to use the maximum amount immediately. The proposed increase in fees will be utilised for future appointments of new Directors and/or future increases in Non-Executive Directors’ remuneration.

The proposed increase in the maximum aggregate amount:

(i) provides scope to appoint, if and when required, additional Non-Executive Directors to enhance the breadth of skills on the Board. Maintaining a fee ‘buffer’ will provide flexibility in planning the Board’s structure in advance of specific needs arising. This may include the appointment of new Directors to the Board before Directors they are replacing retire to allow for orderly succession and for optimal training and handover arrangements. Further, the buffer will permit the Company, in the future, to increase the size of its Board as it takes on new functions and responsibilities and seeks to remain flexible and responsive to its dynamic operating environment;
(ii) accommodates increases in fees payable to each Non-Executive Director based on a review of fees paid to non-executive directors in peer-group companies;
(iii) ensures that the Company’s remuneration structure remains competitive with peer-group companies; and
(iv) reflects the increased complexity of the Company and demands on Non-Executive Directors and the increased time commitment expected from Non-Executive Directors.

Currently there are 3 non-executive directors, Mr N J Limb, Mr A E Brindal and Mr C Cavness. As at the date of this report the non-executive director fees paid per annum are $125,000, $50,000 and $50,000 respectively totalling $225,000, which is $25,000 under the current approved non-executive director fee amount.

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Lodge your vote: By Mail:

Advanced Share Registry Ltd PO Box 1156, Nedlands Western Australia 6909

Alternatively you can fax your form to Facsimile: +61 (0) 8 9389 7871

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Telephone: +61 (0) 8 9389 8033 Email: [email protected]

Proxy Form

Instructions

Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxy holder(s) in the space provided (see reverse).
If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
This proxy should be signed in the exact manner as the name appears on the proxy.
If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.
Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.
To be effective, shareholders must deliver their proxies prior to 10.00am (Melbourne time) on 25 May 2013 by mail to Advanced Share Registry, PO Box 1156, Nedlands, WA 6909 or by facsimile at: (61 8) 9389 7871.
For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 7.00pm (Melbourne time) on Saturday, 25 May 2013 will be entitled to attend and vote at the Meeting.
The Chairman intends to vote in favour of all resolutions set out in the Notice of Meeting.
This proxy should be read in conjunction with the accompanying Notice of Meeting and Explanatory Statement.
The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

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Proxy Form

Please mark to indicate your directions

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member(s) of FAR Limited hereby Appoint the Chairman of OR the Meeting

PLEASE NOTE: This proxy is solicited on behalf of the management of FAR Limited ABN 41 009 117 293 (the "Company") for use at the meeting of the shareholders of the Company to be held at Baker & McKenzie, Level 19, 181 William Street, Melbourne, VIC on 27 May 2013 at 10.00am (Melbourne time) or any adjournment thereof (the "Meeting").

PLEASE NOTE: If you leave the section blank, the Chairman of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and vote in accordance with the following directions at the Meeting and at my adjournment of that meeting.

Important for Resolution 1 :

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is to approve the Remuneration Report and connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chairman.

The Chairman intends to vote all available proxies in favour of Resolution 1.

Important for Resolutions 7 and 8:

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of resolutions 7 and 8, please place a mark in the box.

By marking the box, you acknowledge that the Chair of the meeting may exercise your proxy even if he/she has an interest in the outcome of resolutions 7 and 8 and that votes cast by the Chair of the meeting for those resolutions other than as 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 resolutions 7 and 8 and your votes will not be counted in calculating the required majority if a poll is called on resolutions 7 and 8.

STEP 2 Items of Business

PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

If you wish to direct how your proxy is to vote, please tick the appropriate boxes below:	For	Against	Abstain
Resolution 1:Adoption of Remuneration Report	□	□	□
Resolution 2:Approval of 10% Placement Facility	□	□	□
Resolution 3:Re-election of Mr A E Brindal	□	□	□
Resolution 4:Re-election of Mr B J M Clube	□	□	□
Resolution 5:Issue of Options to Ms C M Norman	□	□	□
Resolution 6:Issue of Options to Mr B J M Clube	□	□	□
Resolution 7:Issue of Options to Mr N J Limb	□	□	□
Resolution 8:Authority to Increase Non-Executive Directors Fees	□	□	□

The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

SIGN

Signing by member

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

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding)

/ /

Date

Sole Director and Sole Secretary

Director/Company Secretary

Director