FAR LIMITED — AGM Information 2019

Apr 28, 2019

29 April 2019

Notice of Annual General Meeting

FAR Limited (ASX: FAR) is about to commence the dispatch of the Notice of Meeting relating to the Annual General Meeting of Shareholders to be held at 10:00am (AEST) on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William St, Melbourne, Victoria. A copy of the Notice of Meeting is attached, together with a copy of the shareholder proxy voting form. Copies of the documents have been lodged with the ASX today and are available on the company’s website www.far.com.au.

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Notice of Annual General Meeting and Explanatory Statement

For the Annual General Mee� ng to be held at 10.00am on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria

This is an important document. Please read it carefully.

If you are unable to a� end the Annual General Mee� ng, please vote online OR complete the Proxy Form enclosed and return it in accordance with the instruc� ons set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Mee� ng of the shareholders of the Company will be held at 10.00am on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

How to Vote

You may vote by a� ending the mee� ng in person, by proxy or authorised representa� ve.

Vo� ng in Person

To vote in person, a� end the mee� ng on the date and � me and at the place set out above.

Vo� ng by Proxy

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

• send the Proxy Form by post to Computershare, GPO Box 242, Melbourne, Victoria 3001; or

• send the Proxy Form by facsimile to Computershare on facsimile number outside Australia +61 (3) 9473 2555 or within Australia 1800 783 447

Or

• for online vo� ng, visit www.investorvote.com.au

• for Intermediary Online subscribers only (custodians), visit www.intermediaryonline.com

so that it is received not later than 10.00am on Tuesday, 28 May 2019.

Proxy Forms received later than this � me will be invalid.

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

No� ce is given that the Annual General Mee� ng of shareholders of FAR Limited ("Company") will be held at 10.00am on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

AGENDA

ADOPTION OF FINANCIAL STATEMENTS

To receive the Annual Financial Report, including Directors’ declara� on and accompanying reports of the Directors and auditors, for the fi nancial year ending 31 December 2018.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fi t, to pass the following resolu� on as an ordinary resolu� on :

“That, for the purposes of Sec� on 250R(2) of the Corpora� ons Act and for all other purposes, the Company adopts the Remunera� on Report as set out in the Annual Report for the year ended 31 December 2018.”

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

RESOLUTION 2 – RE-ELECTION OF MR NICHOLAS LIMB

To consider and, if thought fi t, to pass the following resolu� on as an ordinary resolu� on :

“That Mr Nicholas Limb, who re� res in accordance with the Company’s Cons� tu� on, being eligible for re-elec� on, be re-appointed as a director of the Company.”

Dated this 26th day of April 2019

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Peter Thiessen, Company Secretary

NOTES

1. A shareholder of the Company en� tled to a� end and vote is en� tled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specifi ed propor� on of the shareholder’s vo� ng rights. If the shareholder appoints two proxies and the appointment does not specify this propor� on, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. For the purposes of the Corpora� ons Act, securi� es will be taken to be held by persons who are registered holders as at 7.00 pm on 28 May 2019.

3. If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from vo� ng on that resolu� on if they think fi t.

4. If a proxy is instructed to abstain from vo� ng 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 calcula� ng the required majority.

5. Shareholders who return their proxy forms with a direc� on on how to vote but do not nominate the iden� ty of their proxy will be taken to have appointed the chairman of the mee� ng as their proxy to vote on their behalf.

6. If a proxy form is returned but the nominated proxy does not a� end the mee� ng or does not vote on the resolu� on, the chairman of the mee� ng will act in place of the nominated proxy and vote in accordance with any instruc� ons.

7. Proxy appointments in favour of the chairman that do not contain a direc� on on how to vote will be used where possible to support each of the resolu� ons proposed in this no� ce of mee� ng.

8. The proxy form must be signed by the member or his/her a� orney duly authorised in wri� ng or if the shareholder is a corpora� on in a ma� er permi� ed by the Corpora� ons Act or in accordance with the laws of that corpora� on's place of incorpora� on.

9. Proxies need to be returned as instructed on the proxy form to be received no later than 48 hours before the commencement of the mee� ng.

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VOTING EXCLUSIONS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Company will disregard any votes cast on Resolu� on 1 by or on behalf of a member of the Company's key management personnel (“KMP”), details of whose remunera� on are included in the Remunera� on Report; or a closely related party of a KMP whether the votes are cast as a shareholder, proxy or in any other capacity. Sec� on 250R of the Corpora� ons 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 wri� ng that specifi es how the proxy is to vote on Resolu� on 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, direc� ng and controlling the ac� vi� es of the Company, directly or indirectly, including any director (whether execu� ve or otherwise) of the Company.

If you are a KMP member or a closely related party of a KMP member (or are ac� ng 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 off ence by breaching the vo� ng restric� ons that apply to you under the Corpora� ons 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 infl uence the KMP member, or be infl uenced by the KMP member, in the KMP member's dealing with the Company;

• a company the KMP member controls; or

• a person prescribed by regula� ons (as at the date of this No� ce of Annual General Mee� ng, no such regula� ons have been prescribed).

The proxy form accompanying this No� ce of Annual General Mee� ng contains instruc� ons 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 resolu� on to adopt the Remunera� on Report. You should read those instruc� ons carefully.

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 ma� ers set out in these documents.

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EXPLANATORY STATEMENT

GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connec� on with the Annual General Mee� ng of the Company to be held on Thursday, 30 May 2019.

The purpose of this Explanatory Statement is to provide shareholders with informa� on that the Board believes to be material to shareholders in deciding whether or not to approve the above resolu� ons detailed in the No� ce.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any ques� ons regarding the ma� ers set out in this Explanatory Statement or the preceding No� ce, please contact the Company, your stockbroker or other professional adviser.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Sec� on 250R(2) of the Corpora� ons Act requires the Company to put to the vote at the Annual General Mee� ng a resolu� on that the Remunera� on Report be adopted. The Company is also required to inform Shareholders in the No� ce of Annual General Mee� ng that a resolu� on to this eff ect will be put at the Annual General Mee� ng. The Remunera� on Report is contained within the Directors' Report in the Company’s Annual Report for the year ended 31 December 2018. It sets out the remunera� on policy for the Company and reports the remunera� on arrangements in place for the Managing Director, specifi ed execu� ves and the non-execu� ve Directors.

Shareholders are advised that, pursuant to sec� on 250R(3) of the Corpora� ons Act, the vote on this Resolu� on 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 Remunera� on Report, should the Remunera� on Report not be adopted.

If 25% or more of the votes cast on Resolu� on 1 are against adop� on of the Remunera� on Report, then:

• (a) if comments are made on the Remunera� on Report at the Annual General Mee� ng, the Company's remunera� on report for the fi nancial period ending 31 December 2019 will be required to include an explana� on of the Board's proposed ac� on in response or, if no ac� on is proposed, the Board's reasons for this; and

• (b) if, at the 2020 Annual General Mee� ng, 25% or more of the votes cast on the resolu� on for the adop� on of the remunera� on report for the fi nancial year ending 31 December 2019 are against its adop� on, the Company must put to its shareholders a resolu� on proposing that an extraordinary general mee� ng (“Spill Mee� ng”) be held within 90 days. Where a Spill Resolu� on is carried (i.e. more than 50% of the votes cast on the Spill Resolu� on are in favour of the Spill Resolu� on), the Directors generally (other than the Managing Director) will cease to hold offi ce immediately before the end of the Spill Mee� ng, unless they are re-elected at the Spill Mee� ng.

The Company recommends that members who submit proxies should consider giving “how to vote” direc� ons to their proxyholder on each resolu� on, including this Resolu� on 1. If you complete a proxy form that authorises the Chairman of the Annual General Mee� ng 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 direc� ons about how your vote should be cast in rela� on to Resolu� on 1, your proxy appointment will automa� cally direct the Chairman to vote in favour of the resolu� on to adopt the Remunera� on Report and the Chairman will vote accordingly.

If you wish to appoint the Chairman as your proxyholder but you do not want to put the Chairman in the posi� on to cast your votes in favour of Resolu� on 1, you should complete the appropriate box on the proxy form, direc� ng the Chairman to vote against or abstain from vo� ng on Resolu� on 1.

2. RESOLUTION 2 – RE-ELECTION OF MR NICHOLAS LIMB

In accordance with the Company's Cons� tu� on and the ASX Lis� ng Rules, Mr Nicholas Limb re� res and being eligible for re-elec� on, off ers himself for re-elec� on at the Mee� ng. The profi le of Mr Limb is included below. The board considers Mr Limb to be independent and free from any business or other rela� onship that could materially interfere with, the independent exercise of his judgement.

Nicholas Limb

Bsc (Hons) MAusIMM

Mr Limb was appointed as a director of FAR Limited in November 2011 and Chairman in April 2012. He is chair of the Nomina� ons commi� ee and a member of the Remunera� on, Audit and Risk commi� ees.

Experience

Mr Limb is a professional geoscien� st and worked in the mineral explora� on sector for 10 years. In 1983 he joined a stockbroking fi rm as a corporate fi nancier in the natural resources fi nance division and subsequently joined a major interna� onal investment bank as an execu� ve director, again working in resources fi nance. In 1993 he became managing director of a small listed gold explorer which grew to a substan� al gold producer prior to be being taken over in 2000. In 1994 he formed MDL, an Australian listed company which also grew to be a successful mineral sands mining company of which he was Chairman for 24 years un� l its takeover in 2018. Nic has been a non-execu� ve director of a number of public companies over the last 20 years.

Listed directorships

No directorships of other listed companies are currently held.

The board has undertaken a review of Mr Limb’s performance and, with Mr Limb abstaining, unanimously recommends his re-elec� on.

The Chairman intends to vote in favour of Resolu� on 1 where the Chairman is directed to do so by instruc� ons.

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ABN 41 009 117 293

Lodge your vote:

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 Online:
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www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

FAR

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

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Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10.00am on Tuesday, 28 May 2019

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

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I/We being a member/s of FAR Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of FAR Limited to be held at Baker & McKenzie, Level 19, 181 William Street, Melbourne, Victoria on Thursday, 30 May 2019 at 10.00am and at any adjournment or postponement of that Meeting.

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 connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Item	1	Adoption of Remuneration Report
Item	2	Re-election of Mr Nicholas Limb

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date

2 4 9 6 0 9 A

F A R