First Graphene Ltd. — AGM Information 2011

Oct 11, 2011

ROBE AUSTRALIA LIMITED ABN 50 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of meeting: Wednesday 16 November 2011

Time of meeting: 3.30 pm (Melbourne time)

Place of meeting: Norton Rose Australia, Level 15, RACV Tower, 485 Bourke St, Melbourne 3000

RWS/AGM 2011 Notice

ROBE AUSTRALIA LIMITED

ABN 50 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Shareholders of Robe Australia Limited will be held at the offices of Norton Rose Australia, Level 15, RACV Tower, 485 Bourke St, Melbourne 3000 at 3.30 pm (Melbourne time) on Wednesday, 16 November 2011.

The Explanatory Memorandum accompanying this Notice of Annual General Meeting forms part of this Notice of Annual General Meeting.

ORDINARY BUSINESS

Annual Financial Report

To receive and consider the annual financial report of the Company and the reports of the directors and auditors for the year ended 30 June 2011.

Resolution 1 - Remuneration Report for the Financial Year ended 30 June 2011

As required by section 250R(2) of the Corporations Act, it is put to Shareholders to consider and, if thought fit, to pass the following resolution as an advisory resolution :

“To adopt the Remuneration Report for the year ended 30 June 2011.”

Please note: The vote on resolution 1 is advisory only and does not bind the Directors or the Company.

Resolution 2 – Election of Mr Peter Reilly

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

“That Mr P Reilly, who retires by rotation in accordance with Rule 58 of the Company's Constitution, being eligible for election, be re-elected as a director of the Company.”

Resolution 2 – Election of Mr Robert Hodby

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

“That Mr R Hodby, who was appointed as an additional director by the Board during the past 12 months and who retires by rotation in accordance with Rule 47 of the Company's Constitution, being eligible for election, be elected as a director of the Company.”

Voting exclusions

All shareholders are entitled to vote on the Resolutions, with the exception of Directors who are shareholders, including any associated companies, who are not permitted to vote on Resolution 1.

OTHER BUSINESS

To consider any other business that may lawfully be brought forward.

AGM 2011 Notice

1

QUESTIONS AND COMMENTS BY SHAREHOLDERS AT ANNUAL GENERAL MEETING

A reasonable opportunity will be given to Shareholders as a whole at the Annual General Meeting to ask questions about or make comments on the remuneration report or the management of the Company and to ask the auditors or their representative questions relevant to the conduct of the audit, the preparation and content of their report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and their independence in relation to the conduct of the audit.

BY ORDER OF THE BOARD

==> picture [85 x 34] intentionally omitted <==

Peter Bolitho

Company Secretary Dated: 12 October 2011

AGM 2011 Notice

2

PROXIES

Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at or sent by facsimile transmission to the registered office of the Company at Level 2, 409 St Kilda Road, Melbourne, Victoria 3004 or facsimile number (+61 3) 9820 2158, at least 48 hours prior to the meeting or adjourned meeting, as the case may be, at which the proxy named in the proxy form proposes to vote.

A proxy must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing or, if the Shareholder is a company, in a manner permitted by the Corporations Act. The proxy may, but need not, be a Shareholder of the Company.

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of the Company’s Shareholders or in the capacity of the Shareholder’s proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on that body corporate’s behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

VOTING ENTITLEMENT

For the purposes of determining entitlement to vote at the meeting, the Company’s shares will be taken to be held by the people registered as holders at 7:00 pm (Melbourne time) on 14 November 2011. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

AGM 2011 Notice

3

ROBE AUSTRALIA LIMITED

ACN 007 870 760

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in Robe Australia Limited in connection with the business to be considered at the Annual General Meeting of Shareholders to be held at Level 15, RACV Tower, 485 Bourke St, Melbourne 3000 on Wednesday, 16 November 2011 at 3.30 pm (Melbourne time).

This Explanatory Memorandum forms part of the accompanying Notice of Annual General Meeting.

The purpose of this Explanatory Memorandum is to provide Shareholders with information which may be relevant to the resolutions to be put to Shareholders at the Meeting.

Details of the business to be considered at this Annual General Meeting are set out below.

ORDINARY BUSINESS

ANNUAL FINANCIAL REPORT

The first item of the Notice of Annual General Meeting deals with the presentation of the Company’s Annual Financial Report for the year ended 30 June 2011. Shareholders should consider this document and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item of business.

RESOLUTION 1. REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2011

During this item of business, Shareholders at the meeting may comment on and ask questions about the remuneration report which appears in the Robe 2011 Annual Report.

Section 300A of the Corporations Act requires the Directors’ Report to contain a remuneration report containing information about the Board’s policy for determining the nature and amount of the remuneration of directors and senior management. The report must also explain the relationship between the remuneration policy and the Company’s performance.

Sections 250R(2) and 250R(3) of the Corporations Act provides that the vote on the adoption of the remuneration report is advisory only and does not bind the Directors or the Company.

RESOLUTION 2. RE-ELECTION OF NON-EXECUTIVE DIRECTOR MR P REILLY

It is a requirement under Rule 58.1 of the Company’s Constitution that one third of the directors must retire from office. Accordingly, Mr Reilly stands down and subsequently offers himself for re-election.

AGM 2011 Notice

4

Recommendation of Directors

The remaining Directors (other than Mr Reilly) recommend to Shareholders that Mr Reilly be re-elected as a director of the Company.

RESOLUTION 3. ELECTION OF NON-EXECUTIVE DIRECTOR MR R HODBY

It is a requirement under Rule 47 of the Company’s Constitution that a director who is appointed by the Board of the Company must retire from office at the next Annual General Meeting. Accordingly, Mr R Hodby stands down and subsequently offers himself for election.

Recommendation of Directors

The remaining Directors (other than Mr R Hodby) recommend to Shareholders that Mr R Hodby be elected.

AGM 2011 Notice

5

Robe Australia Limited

ABN 50 007 870 760 PROXY FORM

The Company Secretary Robe Australia Limited Level 2, 409 St Kilda Road MELBOURNE VIC 3004 Facsimile: +61 3 9820 2158

I/We__________ of __________ being a member/(s) of Robe Australia Limited (the " Company "), hereby appoint __________ of ____________ or in his/her absence_____________

of ______________

or, in the absence of those persons or if no person is nominated, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the offices of Norton Rose Australia, Level 15, RACV Tower, 485 Bourke St, Melbourne 3000 on Wednesday 16 November 2011 and at any adjournment of that meeting.

If you wish to indicate how your proxy is to vote, please tick the appropriate boxes below. Where the Chairman is appointed your proxy, he intends to vote all undirected proxies in favour of each resolution.

Important Notice for Resolution 1 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box below, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1 , the Chairman of the Meeting will not cast your votes on Resolution 1 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the box below (for example if you wish to vote for, against or

AGM 2011 Notice

6

abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolution 1 .

�

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of this Resolution and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest .

I/We direct my/our proxy to vote as indicated below:

		FOR	**AGAINST **	ABSTAIN
ORDINARY BUSINESS
1. Remuneration Report Year	Ended 30 June 2011	�	�	�
2. Re-Election of Mr P Reilly		�	�	�
3. Election of Mr R Hodby		�	�	�
As witness my/our hand/s this	day of			2011
If a natural person:
SIGNED by:
______	________
Signature	Signature (if joint holder)

AGM 2011 Notice

7

If a company:

Executed by in accordance with section 127 of the Corporations Act 2001:

Signature of Director Signature of Director/Secretary Name of director Name of director/secretary (BLOCK LETTERS) (BLOCK LETTERS) If by power of attorney: SIGNED for and on behalf of ) by ) under a Power of Attorney dated and ) who declares that he/she has not received ) any revocation of such Power of Attorney in ) the presence of :

Signature of Attorney Signature of Witness

Notes:

Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at or sent by facsimile transmission to the registered office of the Company at Level 2, 409 St Kilda Road, Melbourne, Victoria, 3004 or facsimile number (+61 3) 9820 2158, at least 48 hours prior to the meeting or adjourned meeting, as the case may be, at which the proxy named in the proxy form proposes to vote.

A proxy must be signed by the Shareholder or the Shareholder’s attorney duly authorised in writing or, if the Shareholder is a company, in a manner permitted by the Corporations Act. The proxy may, but need not, be a Shareholder of the Company.

AGM 2011 Notice

8