First Graphene Ltd. - AGM Information 2016

FIRST GRAPHITE LIMITED ACN 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00 am AEDT

DATE : Monday 21 November 2016 PLACE : Institute of Company Directors Level 1, Room 5 20 Bond Street Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 1300 660 448.

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	12
Schedule 1 – Terms and Conditions of Director Options	14
Schedule 2 – Term and Conditions of Class A Options and Class B Options	16
Proxy Form	Enclosed

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10:00 am (EADT) on Monday, 21 November 2016 at: Institute of Company Directors, Level 1, Room 5, 20 Bond Street, Sydney NSW 2000

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 10:00 am (AEDT) on Saturday 19 November 2016.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
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 the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and

3740-01/1589219_3

any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

3740-01/1589219_3

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

REPORTS AND ACCOUNTS

To receive and consider the financial statements of the Company for the period ended 30 June 2016 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That for the purposes of Section 250R (2) of the Corporations Act and for all other purposes, approval is given for the adoption of remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2016.”

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

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – ELECTION OF A DIRECTOR – MR WARWICK GRIGOR

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

“That, for the purposes of clause 14.4 of the Constitution of the Company, and for all other purposes, Mr Warwick Grigor, who was appointed a Director of the Company on 4 December 2015 and who retires, and being eligible, is re-elected as a Director.”

3740-01/1589219_3

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER YOUD

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

“That, for the purposes of clause 14.2 of the Constitution of the Company, ASX Listing rule 14.5 and for all other purposes, Mr Peter Youd, who retires, and being eligible, is elected as a Director.”

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, this meeting ratifies the issue of 27,010,000 Shares and 13,505,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 5 – RATIFICATION OF PRIOR SHARE ISSUE – S3 CONSORTIUM PTY LTD

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

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, this meeting ratifies the issue of 220,000 Shares on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – RATIFICATION OF PRIOR OPTION ISSUE TO EMPLOYEE IN CONSIDERATION FOR SERVICES

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

“That, for the purposes of ASX Listing Rule 7.4 and all other purposes, this meeting ratifies the issue of 500,000 Class A Options and 500,000 Class B Options on the terms and conditions set out in the Explanatory Statement.”

3740-01/1589219_3

Dated: 18 October 2016

By order of the Board

==> picture [128 x 97] intentionally omitted <==

Mr Peter Richard Youd Director and Company Secretary

3740-01/1589219_3

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.mrltd.com.au.

1. RESOLUTION 1 – REMUNERATION REPORT FOR YEAR ENDED 30 JUNE 2016

1.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

1.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

3740-01/1589219_3

1.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

1.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directed	Undirected
Key Management Personnel1	Voted	Not voted3
Chair2	Voted	Voted at discretion of Proxy4
Other	Voted	Voted at discretion of Proxy

Notes:

1 Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the remuneration report, or a Closely Related Party of such a member.
2 Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the remuneration report), or a Closely Related Party of such a member).
3 Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
4 The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

2. RESOLUTION 2 – ELECTION OF DIRECTOR WARWICK GRIGOR

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified in the Company's constitution.

Pursuant to clause 14.4 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting.

Mr Warwick Grigor having been appointed on 4 December 2015, will retire in accordance with Clause 14.4 of the Constitution of the Company and being eligible seek election from Shareholders.

The Company considers the following information is relevant to Shareholders when considering whether or not to elect Mr Banasik.

Warwick Grigor Non-Executive Chairman (Appointed 4 December 2015)

Mr Grigor is a highly respected and experienced mining analyst, with an intimate knowledge of all market related aspects of the mining industry. He is a graduate of the Australian National University having completed degrees in law and economics. His association with mining commenced with a position in the finance department of Hamersley Iron, and from there he moved to Jacksons, Graham, Moore and Partners to become Australia's first specialist gold mining analyst. Mr Grigor left to be the founding research partner at Pembroke Securities and then

3740-01/1589219_3

the Senior Analyst at County NatWest Securities. He left County in 1991 to found Far East Capital Limited which was established as a specialist mining company financier and corporate adviser, together with Andrew "Twiggy" Forrest.

In 2008, Far East Capital sponsored the formation of a stockbroking company, BGF Equities, and Mr Grigor assumed the position of Executive Chairman. This was rebadged as Canaccord Genuity Australia Limited when a 50% stake was sold to Canaccord Genuity Group Inc. Mr Grigor retired from Canaccord in October 2014, returning to Far East Capital.

The Board considers that Mr Grigor is an independent director because he does not have a material or pecuniary relationship with the Company or related persons.

The Directors, with Mr Grigor abstaining, support the election of Mr Grigor and recommend Shareholders vote in favour of Resolution 2 and are not aware of any additional information that would be considered material to Shareholders’ decision to elect Mr Grigor.

The Directors, with Mr Warwick Grigor abstaining, support the election of Mr Grigor and recommend Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – RE-ELECTION OF PETER YOUD WHO RETIRES BY ROTATION

ASX Listing Rule provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 year, whichever is the longer.

Clause 14.2 of the Constitution provides

(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third, shall retire from office;
(b) a Director (other than a Managing Director) must retire from office at the conclusion of the third annual general meeting after which the Director was elected or re-elected;
(c) the Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by ballot; and
(d) a retiring Director is eligible for re-election;
(e) in determining the number of Directors to retire, no account is to be taken of:
(i) a Director who only holds office until the next annual general meeting pursuant to clause 14.4 of the Constitution; and
(ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

3740-01/1589219_3

The Company currently has 2 Directors (not including additional director Mr Warwick Grigor or Managing Director Craig McGuckin) and accordingly 1 must retire.

Peter Youd, the Director longest in office since his last election, retires by rotation and seeks re-election.

A biography of Peter Youd, who was appointed as a Director in June 2014, is set out in the Company’s annual financial report for the year ended 30 June 2016.

The Board considers that Mr Youd is not an independent director because he is an executive director.

The Directors, with Mr Peter Youd abstaining, support the election of Mr Youd and recommend Shareholders vote in favour of Resolution 3 and are not aware of any additional information that would be considered material to Shareholders’ decision to re-elect Mr Youd.

4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE– SHARES AND OPTIONS

4.1 General

On 20 May 2016, the Company announced it would raise up to $2,430,900 via a private placement of up to 27,010,000 Shares at an issue price of $0.09 per Share together with one (1) free attaching New Option for every two (2) Shares issued (the Placement ).

The Company issued 27,010,000 Shares and 13,055,000 New Options without prior Shareholder approval out of its 15% annual placement capacity. Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary 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 ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (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.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Specific information require by ASX Listing Rule 7.5 with respect to Resolution 1

For the purposes of ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 27,010,000 Shares and 13,055,000 New Options were issued on 27 May 2016;
(b) the Shares were issued for $0.09 each and the issue price of the New Options was nil as they were issued free attaching with the Shares on a 1:2 basis;

3740-01/1589219_3

(c) the Shares issued are fully paid ordinary shares in the Company and rank equally in all respects with the Company’s existing ordinary shares;
(d) the New Options were issued on the terms and conditions set out in Schedule 1;
(e) the Shares were issued to sophisticated and professional investors who are clients of Far East Capital Limited to whom under section 708 of the Corporations Act a disclosure document under Chapter 6D of the Corporations Act is not required to be given, and none of whom is a related party of the Company; and
(f) the funds from the Placement were used to progress development of FGR’s high-grade graphite projects in Sri Lanka and to fund tests for producing graphene.

4.3 Directors’ recommendation

The Directors recommend that the Shareholders vote in favour of the resolution.

5. RESOLUTION 5 - RATIFICATION OF PRIOR SHARE ISSUE – S3 CONSORTIUM PTY LTD

5.1 General

In August 2016, the Company engaged S3 Consortium Pty Ltd trading as StocksDigital ( S3C ) ( Engagement ) to manage the Company’s online digital presence and online engagement of potential and current investors. Under the terms of Engagement and in consideration for the services provided by S3C, the Company agreed to issue 220,000 Shares to S3C. On 23 September 2016 the Company issued the 220,000 Shares to S3C.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in section 4.1 above.

5.2 Specific information require by ASX Listing Rule 7.5 with respect to Resolution 1

For the purposes of ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 220,000 Shares were issued on 23 September 2016;
(b) the Shares were issued for nil cash consideration in satisfaction of services relating to the management of the Company’s online digital presence and online engagement of potential and current investors provided by S3C;
(c) the Shares issued are fully paid ordinary shares in the Company and rank equally in all respects with the Company’s existing ordinary shares;
(d) the Shares were issued to S3 Consortium Pty Ltd, an Australian entity, which is not a related party of the Company; and

3740-01/1589219_3

(e) no funds were raised from this issue as the Shares were issued in consideration of corporate advisory services and the introduction of suitable assets to the Company.

5.3 Directors’ recommendation

The Directors recommend that the Shareholders vote in favour of the resolution.

6. RESOLUTION 6 – RATIFICATION OF PRIOR OPTION ISSUE TO EMPLOYEE IN CONSIDERATION FOR SERVICES

6.1 General

On 11 January 2016, the Company issued 500,000 Class A Options and 500,000 Class B Options as part remuneration for services provided by a Sri Lankan employee in respect of his employment.

Resolution 6 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in section 4.1 above.

6.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 500,000 Class A Options and 500,000 Class B Options were issued;
(b) the Options were issued for nil cash consideration in satisfaction of services provided by Sri Lankan employee in respect of his employment;
(c) the Options were issued on the terms and conditions set out in Schedule 2;
(d) the Options were issued to Philip Welton an employee of the Company working in Sri Lanka, who is not a related party of the Company; and
(e) no funds were raised from this issue as the Options were issued as part remuneration for services provided by a Sri Lankan employee in respect of his employment.

6.3 Directors’ recommendation

The Directors recommend that the Shareholders vote in favour of the resolution.

3740-01/1589219_3

GLOSSARY

$ means Australian dollars.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means First Graphite Limited (ACN 007 870 760).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

New Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

3740-01/1589219_3

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

3740-01/1589219_3

SCHEDULE 1 – TERMS AND CONDITIONS OF NEW OPTIONS

The Options will be granted on the terms set out below:

(a) Each Option entitles the holder to subscribe for one Share in the Company at an exercise price of 0.10 cents ( Exercise Price ).
(b) The Options will expire at 5:00 pm (AEST) on 17 May 2017 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The Company will apply for quotation of Options on ASX within 7 days after the issue of the options. If ASX does not grant official quotation of the Shares and Options within 3 months after the date of the Prospectus, the Company will not issue any Options.
(d) There is no obligation to exercise the Options.
(e) The Options may be exercised in whole or in part, and if exercised in part, multiples of 500 Options must be exercised on each occasion. Where less than 500 Options are held, all Options must be exercised together.
(f) A holder of Options may exercise its Options by lodging with the Company Secretary at the Company’s registered office, before the Expiry Date:
(i) A written notice of exercise of Options specifying the number of Options being exercised ( Exercise Notice ); and
(ii) A cheque or electronic funds transfer for the total Exercise Price for the number of Options being exercised.
(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the appropriate Exercise Price, the Company will allot the number of Shares required under these terms in respect of the number of Options specified in the Exercise Notice.
(i) The Options are freely transferable.
(j) All Shares issued upon the exercise of Options will be fully paid and will rank pari passu in all respects with other issued Shares.
(k) The Company will apply for Official Quotation by ASX of the Shares issued upon exercise of Options within 10 Business Days of issue of the Shares.
(l) If the Company offers Shares by way of a pro rata issue (except a bonus issue) to the holders of Shares (whether renounceable or non-renounceable), the exercise price of a Options may be reduced in accordance with the formula set out in Listing Rule 6.22.2.
(m) If there is a bonus issue to the holders of Shares in the Company then the number of Shares over which each Option is exercisable will be increased by the number of Shares which the holder would have received under the bonus issue if the Option had been exercised before the record date for the bonus issue.
(n) In the event of any reorganisation (including a consolidation, sub-division, reduction, cancellation or return) of the issued capital of the Company, the rights

3740-01/1589219_3

of the Option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

(o) Options do not entitle the holder to:
(i) participate in a new issue of Shares or other Securities;
(ii) receive dividends; or
(iii) attend, or vote at, meetings of the Company,

without first exercising the Option.

(p) Other than as set out above, an Option does not confer the right to a change in the Exercise Price or a change in the number of underlying Securities over which the Option can be exercised.

3740-01/1589219_3

SCHEDULE 2 – TERMS AND CONDITIONS OF CLASS A OPTIONS AND CLASS B OPTIONS

CLASS A OPTIONS

A summary of the terms and conditions of the Class A Options is set out below:

(a) Vesting Conditions

Subject to (b), the Options shall vest as follows:

(i) 250,000 Options on the date that is 12 months from the Commencement Date; and
(ii) 250,000 Options on the date that is 24 months from the Commencement Date.

(b) Lapsing

In the event that the Country Manager terminates his employment prior to the vesting of the Options in accordance without cause )or the Company terminates the Employment with cause (in accordance with the terms of the employment agreement) any unvested Options will immediately lapse and have no further force or effect.

(c) Vesting

Upon the relevant Vesting Condition being satisfied, the Company shall notify the holder in writing that the relevant Options have vested ( Vested Options ).

(d) Entitlement

Each Vested Option entitles the holder to subscribe for one Share upon exercise of the Option.

(e) Exercise Price

Subject to paragraph (q), the amount payable upon exercise of each Vested Option will be $0.10 ( Exercise Price )

(f) Expiry Date

Each Option will expire at 5:00 pm (WST) on the day which is three years after the issue date of the Options ( Expiry Date ). A Vested Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(g) Exercise Period

Once vested in accordance with (a), Options are exercisable at any time until the Expiry Date ( Exercise Period ).

(h) Notice of Exercise

The Vested Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Vested Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

3740-01/1589219_3

(i) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Vested Option being exercised in cleared funds ( Exercise Date ).

(j) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Vested Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Vested Options.

If a notice delivered under (j)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(k) Shares issued on exercise

Shares issued on exercise of the Vested Options rank equally with the then issued shares of the Company.

(l) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Vested Options.

(m) Share ranking

All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares.

(n) Transfer of Options

An Option is only transferable:

(i) with the consent of the board; or
(ii) by force of law upon death to the holder’s legal personal representative or upon bankruptcy to the holder’s trustee in bankruptcy.

3740-01/1589219_3

(o) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

(p) Dividend and Voting Rights

An Option does not confer upon the holder an entitlement to vote or receive dividends.

(q) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(r) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(s) Unquoted

The Company will not apply for quotation of the Options on ASX.

3740-01/1589219_3

CLASS B Options:

A summary of the terms and conditions of the Class B Options is set out below:

(a) Vesting Conditions

Subject to (b), the Options shall vest as follows:

(i) 250,000 Options on the date that is 12 months from the Commencement Date; and
(ii) 250,000 Options on the date that is 24 months from the Commencement Date.

(b) Lapsing

(c) Vesting

Upon the relevant Vesting Condition being satisfied, the Company shall notify the holder in writing that the relevant Options have vested ( Vested Options ).

(d) Entitlement

Each Vested Option entitles the holder to subscribe for one Share upon exercise of the Option.

(e) Exercise Price

Subject to paragraph (q) the amount payable upon exercise of each Vested Option will be $0.15 ( Exercise Price )

(f) Expiry Date

(g) Exercise Period

Once vested in accordance with (a), Options are exercisable at any time until the Expiry Date ( Exercise Period ).

(h) Notice of Exercise

3740-01/1589219_3

(i) Exercise Date

(j) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Vested Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Vested Options.

(k) Shares issued on exercise

Shares issued on exercise of the Vested Options rank equally with the then issued shares of the Company.

(l) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Vested Options.

(m) Share ranking

All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares.

(n) Transfer of Options

An Option is only transferable:

(i) with the consent of the board; or
(ii) by force of law upon death to the holder’s legal personal representative or upon bankruptcy to the holder’s trustee in bankruptcy.

3740-01/1589219_3

(o) Participation in new issues

(p) Dividend and Voting Rights

An Option does not confer upon the holder an entitlement to vote or receive dividends.

(q) Reconstruction of capital

(r) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(s) Unquoted

The Company will not apply for quotation of the Options on ASX.

3740-01/1589219_3

AGM Registration Card

==> picture [283 x 156] intentionally omitted <==

==> picture [152 x 16] intentionally omitted <==

==> picture [125 x 16] intentionally omitted <==

==> picture [46 x 16] intentionally omitted <==

==> picture [17 x 15] intentionally omitted <==

==> picture [71 x 15] intentionally omitted <==

==> picture [34 x 15] intentionally omitted <==

Holder Number

==> picture [12 x 9] intentionally omitted <==

==> picture [57 x 28] intentionally omitted <==

==> picture [60 x 28] intentionally omitted <==

Vote by Proxy

Holder Number:



==> picture [78 x 11] intentionally omitted <==

==> picture [125 x 12] intentionally omitted <==

==> picture [104 x 11] intentionally omitted <==

==> picture [132 x 12] intentionally omitted <==

==> picture [119 x 15] intentionally omitted <==

==> picture [70 x 15] intentionally omitted <==

==> picture [143 x 16] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [197 x 11] intentionally omitted <==

==> picture [99 x 12] intentionally omitted <==

==> picture [98 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [104 x 11] intentionally omitted <==

==> picture [86 x 11] intentionally omitted <==

==> picture [27 x 11] intentionally omitted <==

==> picture [139 x 11] intentionally omitted <==

==> picture [79 x 11] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [109 x 12] intentionally omitted <==

==> picture [55 x 12] intentionally omitted <==

==> picture [31 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [56 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [28 x 12] intentionally omitted <==

==> picture [191 x 12] intentionally omitted <==

==> picture [170 x 12] intentionally omitted <==

==> picture [194 x 12] intentionally omitted <==

==> picture [79 x 11] intentionally omitted <==

==> picture [29 x 11] intentionally omitted <==

==> picture [17 x 18] intentionally omitted <==

==> picture [126 x 13] intentionally omitted <==

==> picture [36 x 13] intentionally omitted <==

==> picture [85 x 90] intentionally omitted <==

==> picture [125 x 12] intentionally omitted <==

==> picture [137 x 12] intentionally omitted <==

==> picture [167 x 12] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [215 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [30 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [79 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [47 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [74 x 11] intentionally omitted <==

==> picture [18 x 18] intentionally omitted <==

==> picture [34 x 11] intentionally omitted <==

==> picture [81 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [133 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [62 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [165 x 11] intentionally omitted <==

==> picture [115 x 12] intentionally omitted <==

==> picture [84 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [155 x 12] intentionally omitted <==

==> picture [93 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [201 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [125 x 12] intentionally omitted <==

==> picture [130 x 12] intentionally omitted <==

==> picture [229 x 12] intentionally omitted <==

==> picture [118 x 12] intentionally omitted <==

==> picture [113 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [46 x 12] intentionally omitted <==

==> picture [99 x 12] intentionally omitted <==

==> picture [91 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [189 x 12] intentionally omitted <==

==> picture [83 x 12] intentionally omitted <==

==> picture [89 x 12] intentionally omitted <==

==> picture [191 x 12] intentionally omitted <==

==> picture [39 x 12] intentionally omitted <==

==> picture [158 x 12] intentionally omitted <==

==> picture [57 x 12] intentionally omitted <==

==> picture [51 x 12] intentionally omitted <==

==> picture [198 x 12] intentionally omitted <==

==> picture [89 x 12] intentionally omitted <==

==> picture [67 x 12] intentionally omitted <==

==> picture [182 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [76 x 12] intentionally omitted <==

==> picture [84 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [206 x 12] intentionally omitted <==

==> picture [222 x 12] intentionally omitted <==

==> picture [101 x 12] intentionally omitted <==

==> picture [240 x 12] intentionally omitted <==

==> picture [130 x 12] intentionally omitted <==

==> picture [121 x 12] intentionally omitted <==

==> picture [83 x 12] intentionally omitted <==

==> picture [96 x 12] intentionally omitted <==

==> picture [74 x 12] intentionally omitted <==

==> picture [144 x 12] intentionally omitted <==

==> picture [43 x 12] intentionally omitted <==

==> picture [69 x 12] intentionally omitted <==

==> picture [54 x 12] intentionally omitted <==

==> picture [119 x 12] intentionally omitted <==

==> picture [46 x 12] intentionally omitted <==

==> picture [37 x 12] intentionally omitted <==

==> picture [18 x 12] intentionally omitted <==

==> picture [104 x 12] intentionally omitted <==

==> picture [86 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [114 x 12] intentionally omitted <==

==> picture [77 x 12] intentionally omitted <==

==> picture [34 x 12] intentionally omitted <==

==> picture [20 x 12] intentionally omitted <==

==> picture [26 x 12] intentionally omitted <==

==> picture [59 x 12] intentionally omitted <==

==> picture [167 x 12] intentionally omitted <==

==> picture [116 x 12] intentionally omitted <==

==> picture [85 x 12] intentionally omitted <==

==> picture [82 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [76 x 12] intentionally omitted <==

==> picture [174 x 12] intentionally omitted <==

==> picture [5 x 12] intentionally omitted <==

==> picture [240 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [77 x 12] intentionally omitted <==

==> picture [72 x 12] intentionally omitted <==

==> picture [98 x 12] intentionally omitted <==

==> picture [128 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [64 x 12] intentionally omitted <==

==> picture [121 x 12] intentionally omitted <==

==> picture [132 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [33 x 12] intentionally omitted <==

==> picture [154 x 26] intentionally omitted <==

AI assistant

First Graphene Ltd. — AGM Information 2016

35640_rns_2016-10-19_e943e95b-96b1-476e-9e7a-348e97099800.pdf

FIRST GRAPHITE LIMITED ACN 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

IMPORTANT INFORMATION

Time and place of Meeting

Your vote is important

Voting eligibility

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

REPORTS AND ACCOUNTS

1. RESOLUTION 1 – REMUNERATION REPORT

Voting Prohibition Statement:

2. RESOLUTION 2 – ELECTION OF A DIRECTOR – MR WARWICK GRIGOR

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR PETER YOUD

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS

5. RESOLUTION 5 – RATIFICATION OF PRIOR SHARE ISSUE – S3 CONSORTIUM PTY LTD

6. RESOLUTION 6 – RATIFICATION OF PRIOR OPTION ISSUE TO EMPLOYEE IN CONSIDERATION FOR SERVICES

Dated: 18 October 2016

By order of the Board

Mr Peter Richard Youd Director and Company Secretary

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS AND REPORTS

1. RESOLUTION 1 – REMUNERATION REPORT FOR YEAR ENDED 30 JUNE 2016

1.1 General

1.2 Voting consequences

1.3 Previous voting results

1.4 Proxy voting restrictions

Notes:

2. RESOLUTION 2 – ELECTION OF DIRECTOR WARWICK GRIGOR

Warwick Grigor Non-Executive Chairman (Appointed 4 December 2015)

3. RESOLUTION 3 – RE-ELECTION OF PETER YOUD WHO RETIRES BY ROTATION

4. RESOLUTION 4 - RATIFICATION OF PRIOR ISSUE– SHARES AND OPTIONS

4.1 General

4.2 Specific information require by ASX Listing Rule 7.5 with respect to Resolution 1

4.3 Directors’ recommendation

5. RESOLUTION 5 - RATIFICATION OF PRIOR SHARE ISSUE – S3 CONSORTIUM PTY LTD

5.1 General

5.2 Specific information require by ASX Listing Rule 7.5 with respect to Resolution 1

5.3 Directors’ recommendation

6. RESOLUTION 6 – RATIFICATION OF PRIOR OPTION ISSUE TO EMPLOYEE IN CONSIDERATION FOR SERVICES

6.1 General

6.2 Technical information required by ASX Listing Rule 7.4

6.3 Directors’ recommendation

GLOSSARY

CLASS A OPTIONS

(a) Vesting Conditions

(b) Lapsing

(c) Vesting

(e) Exercise Price

(f) Expiry Date

(g) Exercise Period

(h) Notice of Exercise

(i) Exercise Date

(k) Shares issued on exercise

(m) Share ranking

(o) Participation in new issues

(p) Dividend and Voting Rights

(q) Reconstruction of capital

(r) Change in exercise price

(s) Unquoted

CLASS B Options:

(a) Vesting Conditions

(b) Lapsing

(c) Vesting

(d) Entitlement

(e) Exercise Price

(f) Expiry Date

(g) Exercise Period

(h) Notice of Exercise

(i) Exercise Date

(k) Shares issued on exercise

(m) Share ranking

First Graphene Ltd. AGM Information 2016