FAR LIMITED — Proxy Solicitation & Information Statement 2019

Dec 15, 2019

16 December 2019

Notice of General Meeting

FAR Limited (ASX: FAR) is about to commence the dispatch of the Notice of Meeting relating to the General Meeting of Shareholders to be held at 9:00am (AEST) on Thursday, 16 January 2020 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.

This ASX announcement was approved and authorised for release by FAR’s Disclosure Committee.

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ABN 41009 117 293

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Notice of General Meeting and Explanatory Statement

For the General Meeting to be held at 9.00am on Thursday, 16 January 2020 at the offices of 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 General Meeting, please vote online OR 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 General Meeting of the shareholders of the Company will be held at 9.00am on Thursday, 16 January 2020 at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

How to Vote

You may vote by attending the meeting in person, by proxy or authorised 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 Computershare, GPO Box 1282, 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 voting, visit www.investorvote.com.au; or

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

so that it is received not later than 9.00am (Melbourne time) on Tuesday, 14 January 2020

Proxy Forms received later than this time will be invalid.

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FAR LIMITED ABN 41 009 117 293

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of shareholders of FAR Limited (‘Company’) will be held at 9.00am (Melbourne time) on Thursday, 16 January 2020 at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

AGENDA

RESOLUTION 1 - APPROVAL OF ISSUE OF PLACEMENT SHARES

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

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the shareholders of the Company hereby approve the issue of 3,435,294,156 fully paid ordinary shares to sophisticated and professional investors as part of the share placement announced to ASX on 12 December 2019, at an issue price of A$0.0425 per share and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

RESOLUTION 2 - APPROVAL OF PREVIOUS PLACEMENTS

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders of the Company hereby approve the issue of 818,854,544 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Dated 16 December 2019

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Peter Thiessen, Company Secretary

NOTES

1. 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.

2. 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 (Melbourne time) on 14 January 2020.

3. 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.

4. 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.

5. 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.

6. 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.

7. Proxy appointments in favour of the chairman that do not contain a direction on how to vote will be used where possible to support the resolution proposed in this notice of meeting.

8. 8 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.

9. 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 meeting.

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VOTING EXCLUSIONS

RESOLUTION 1 - APPROVAL OF ISSUE OF PLACEMENT SHARES

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) and any associate of any such person.

RESOLUTION 2 - APPROVAL OF PREVIOUS PLACEMENTS

The Company will disregard any votes cast on this resolution by any person who participated in the issue and any associate of any such person.

However, these voting exclusions do not apply to a vote cast in favour of the resolution by:

• a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions give to the proxy or attorney to vote on the resolution in that way;

• the person chairing the meeting as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution, and the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

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

GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the General Meeting of the Company to be held on 16 January 2020.

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.

RESOLUTION 1 – APPROVAL OF ISSUE OF PLACEMENT SHARES

On 12 December 2019, the Company announced that it had completed a conditional placement of 3,435,294,156 fully paid ordinary shares in the Company ( Placement Shares ) to sophisticated and professional investors ( Placement ). The issue of the Placement Shares is subject to shareholder approval.

The Company is seeking shareholder approval for the purposes of ASX Listing Rule 7.1 and for all other purposes to approve the issue of the Placement Shares.

ASX Listing Rule 7.1 provides, in summary, that subject to certain exceptions a listed company may not issue equity securities in any 12 month period which, in total, would exceed 15% of the number of issued securities of the company at the beginning of the 12 month period, except with the prior approval of shareholders.

The Company is seeking the prior approval of shareholders to issue the Placement Shares to the investors who participated in the Placement. If shareholders do not provide their approval to issue the Placement Shares under this resolution, then the issue of the Placement Shares cannot proceed and the Company will be unable to use the funds associated with the issue of the Placement Shares for the purpose described below.

ASX Listing Rule 7.3 sets out a number of matters which must be included in a notice of meeting seeking an approval under ASX Listing Rule 7.1. For the purposes of ASX Listing Rule 7.3, the following information is provided regarding the Placement Shares:

• (a) the issue price per Placement Shares is A$0.0425 (4.25c);

• (b) the Placement Shares are intended to be issued on 20 January 2020 and in any event no later than 3 months after the date of the General Meeting (or such later time as approved by ASX);

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• (c) the Placement Shares will be issued to sophisticated and professional investors who participated in the Placement, which was managed by Bell Potter Securities Limited ( Lead Manager );

• (d) The arrangements with the Lead Manager are on customary and usual terms and conditions for a transaction of this nature, including as to termination rights, representations and warranties, covenants and indemnities. In particular, the Lead Manager is entitled to terminate the arrangements in the event that the S&P/ASX300 Index declines by more than 10% below the level immediately prior to the date the Placement was announced;

• (e) upon issue, the Placement Shares will rank equally with all other ordinary shares in the Company then on issue; and

• (f) the funds raised (after costs) together with other funds the Company has access to will be used to fund the Company’s share of the capital expenditure in the next development stage of the Sangomar Oil Field and general working capital purposes.

The Directors unanimously recommend that shareholders vote in favour of this Resolution 1.

RESOLUTION 2 – APPROVAL OF PREVIOUS PLACEMENTS

The Company is seeking shareholder approval to approve and ratify the issue of 818,854,544 fully paid ordinary shares issued in two tranches under ASX Listing Rule 7.4 to certain institutional and sophisticated investors of 707,854,544 on 7 May 2019 and 111,000,000 on 17 May 2019, as part of the Company’s equity raising announced to ASX on 2 May 2019 ( Shares ).

As set out above, ASX Listing Rule 7.1 provides that, subject to certain exceptions, a listed company may not issue equity securities in any 12 month period which, in total, would exceed 15% of the number of issued securities of the company at the beginning of the 12 month period, except with the prior approval of shareholders. Under ASX Listing Rule 7.1, the prior approval of shareholders was not required to issue the Shares because those Shares, when aggregated with securities issued by the Company during the previous 12 months (other than securities issued with shareholder approval or under another exception to listing rule 7.1), did not exceed 15% of the number of securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting approves a previous issue of securities (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

Approval is now sought for the issue of the Shares, pursuant to ASX Listing Rule 7.4 in order to reinstate the Company's capacity to issue securities within the 15% of its issued capital limit without the need to first obtain shareholders’ approval to enable the Company to consider additional funding opportunities over the next 12 months should they arise, consistent with the provisions of ASX Listing Rule 7.1 and the Corporations Act. If shareholder approval is not obtained, then the Company will be unable to issue securities under its placement capacity under ASX Listing Rule 7.1 until 12 months have elapsed from the date of issue of the Shares.

ASX Listing Rule 7.5 sets out a number of matters which must be included in a notice of meeting seeking an approval under ASX Listing Rule 7.4. For the purposes of ASX Listing Rule 7.5, the following information is provided in relation to the placement and this Resolution 2:

• (a) the total number of Shares that were issued is 818,854,544 issued in two tranches of 707,854,544 on 7 May 2019 and 111,000,000 on 17 May 2019;

• (b) the Shares were issued at a price of A$0.055 (5.5 cents) per Share;

• (c) the Shares allotted and issued rank equally with the existing ordinary shares on issue;

• (d) the Shares were allotted and issued to certain new and existing institutional and sophisticated investors who subscribed under the placement following a bookrunning process conducted by Bell Potter Securities Limited; and

• (e) the funds raised (after costs) together with other funds the Company has access to will be used to primarily fund FAR's ongoing interest in the SNE field development, preparatory work for the proposed 2020 drilling program, Australian seismic and processing costs and general corporate purposes.

The Directors unanimously recommend that shareholders vote in favour of this Resolution 2.

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ABN 41 009 117 293

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

FAR

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 9.00am (Melbourne time) Tuesday, 14 January 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 13XXXX

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

Computershare Investor Services Pty Limited GPO Box 1282 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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

916CR_0_Sample_CA/000001/000003/i

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

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.

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X9999999991
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X 9999999991

I ND

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 OR of the Meeting

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 General Meeting of FAR Limited to be held at the offices of Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria on Thursday, 16 January 2020 at 9.00am (Melbourne time) and at any adjournment or postponement of that meeting.

Step 2 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 Against Abstain Resolution 1 Approval of Issue of Placement Shares Resolution 2 Approval of Previous Placements

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.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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