First Graphene Ltd. - AGM Information 2017

FIRST GRAPHITE LIMITED ACN 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00 am AWST

DATE : Friday, 24 November 2017

PLACE : 1 Sepia Close, Henderson WA 6166

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)	8
Glossary	18
Schedule 1 – Terms and Conditions of Kremford Options	20
Schedule 2 – Terms and Conditions of Director Options	22
Schedule 3 – Valuation of Director Options	24
Proxy Form	Enclosed
IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10:00 am (AWST) on Friday, 24 November 2017 at the offices of First Graphene Limited located at 1 Sepia Close, Henderson, WA 6166.

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 4:00pm (AWST) on 22 November 2017.

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.

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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
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.

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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 2017 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF 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 2017.”

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 – RE-ELECTION OF DIRECTOR – MR CHRIS BANASIK

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 Chris Banasik, who retires, and being eligible, is elected as a Director.”

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

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, Shareholders ratify the issue of 32,000,000 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

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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.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – REMUNERATION SHARES

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, Shareholders ratify the issue of 350,000 Remuneration Shares on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE - SHARES AND OPTIONS TO KREMFORD

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, Shareholders ratify the issue of:

(a) 2,000,000 Kremford Shares; and
(b) 7,500,000 Kremford Options,

on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – ISSUE OF DIRECTOR OPTIONS – MR CRAIG McGUCKIN

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

“That, for the purposes of section 195(4), section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue, up to 5,000,000 Director Options to Mr Craig McGuckin (or his nominee) under the Employee Option Scheme in accordance with the terms and conditions set out in the Explanatory Statement.”

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as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, provided the Chair is not a Resolution 6 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 6 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 7 - ISSUE OF DIRECTOR OPTIONS – 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 section 195(4), section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue, up to 5,000,000 Director Options to Mr Peter Youd (or his nominee) under the Employee Option Scheme in accordance with terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Employee Incentive Scheme in respect of which the approval is sought, and any associates of those Directors ( Resolution 7 Excluded Party ). However, the Company need 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, provided the Chair is not a Resolution 7 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 8 - ISSUE OF DIRECTOR OPTIONS – 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 section 195(4), section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the

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Company to issue, up to 5,000,000 Director Options to Mr Warwick Grigor (or his nominee) under the Employee Option Scheme in accordance with terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Employee Incentive Scheme in respect of which the approval is sought, and any associates of those Directors ( Resolution 8 Excluded Party ). However, the Company need 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, provided the Chair is not a Resolution 8 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

9. RESOLUTION 9 - ISSUE OF DIRECTOR OPTIONS – MR CHRIS BANASIK

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

“That, for the purposes of section 195(4), section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue, up to 2,000,000 Director Options to Mr Chris Banasik (or his nominee) under the Employee Option Scheme in accordance with terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by any Director who is eligible to participate in the Employee Incentive Scheme in respect of which the approval is sought, and any associates of those Directors ( Resolution 9 Excluded Party ). However, the Company need 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, provided the Chair is not a Resolution 9 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 9 Excluded Party, the above prohibition does not apply if:

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11. RESOLUTION 10 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 157(1)(a)of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to “First Graphene Limited”.”

Dated: 13 October 2017

By order of the Board

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Mr Peter Richard Youd Director and Company Secretary

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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 2017 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.firstgraphite.com.au.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT FOR YEAR ENDED 30 JUNE 2017

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.

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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:

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.
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).
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.
The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR CHRIS BANASIK

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/or
(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

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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.

The Company currently has 3 Directors (not including Managing Director Craig McGuckin) and accordingly 1 must retire.

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

2.2 Qualifications and other material directorships

A biography of Chris Banasik, who was appointed as a Director in May 2015, is set out in the Company’s annual financial report for the year ended 30 June 2017.

2.3 Independence

The Board considers that Mr Banasik is an independent director because he is a non-executive director.

2.4 Board recommendation

The Directors, with Mr Chris Banasik abstaining, support the election of Mr Banasik 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 re-elect Mr Banasik.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

3.1 Background

As announced on 27 January 2017, the Company raised $3,520,000 through the issue of 32,000,000 Shares at an issue price of $0.11 per Share to professional and sophisticated investors ( Placement ).

3.2 General

On 6 February 2017, the Company issued the 32,000,000 Shares ( Placement Shares ) pursuant to the Placement.

Resolution 3 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Placement Shares ( First 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.

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3.3 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 First Ratification:

(a) 32,000,000 Placement Shares were issued;
(b) the issue price was $0.11 per Placement Share;
(c) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Placement Shares were issued to professional and sophisticated clients of Far East Capital Limited. None of these subscribers are related parties of the Company; and
(e) the funds raised from this issue were used for the continued development of the Company’s graphene technology strategies, including the BEST Battery Project and production from its mines.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – REMUNERATION SHARES

4.1 General

On 6 February 2017, the Company issued 350,000 Shares ( Remuneration Shares ) in lieu of fees owing to the Company’s Sri Lankan employee and to various contractors for fees owing in relation to services provided to the Company.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Remuneration Shares ( Second Ratification ).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 3.2 above.

4.2 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 Second Ratification:

(a) 350,000 Remuneration Shares were issued;
(b) the Remuneration Shares were issued for nil cash consideration in lieu of fees owing to the Company’s Sri Lankan employee and to various contractors for fees owing in relation to services provided to the Company;
(c) the Remuneration Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Remuneration Shares were issued to various employees and contractors of the Company. None of these subscribers are related parties of the Company; and

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(e) no funds were raised from this issue rather the Remuneration Shares were issued lieu of fees owing to the Company’s Sri Lankan employee and to various contractors for fees owing in relation to services provided to the Company.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS TO KREMFORD

5.1 Background

As announced on 20 January 2017, the Company entered into a binding heads of agreement with Kremford (VIC) Pty Ltd ( Kremford ) in relation to a graphene oxide based thin film supercapacitor technology for high performance and low cost energy storage ( Heads of Agreement ).

On 8 August 2017, the Company issued 2,000,000 Shares ( Kremford Shares ) and 7,500,000 Options ( Kremford Options ) to Kremford as part consideration for services provided pursuant to the Heads of Agreement.

The Kremford Options are exercisable on or before 8 August 2021 at:

(a) $0.15 each, if exercised on or before 8 August 2019;
(b) $0.20 each, if exercised after 8 August 2019 but on or before 8 August 2020; or
(c) $0.25 each, if exercised after 8 August 2020 but on or before 8 August 2021.

5.2 General

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

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 3.2 above.

5.3 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 Third Ratification:

(a) 2,000,000 Kremford Shares and 7,500,000 Kremford Options were issued;
(b) the Kremford Shares and Kremford Options were issued for nil cash consideration in part satisfaction for services provided by Kremford under the Heads of Agreement;
(c) the Kremford Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) the Kremford Options were issued on the terms and conditions set out in Schedule 1;

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(e) the Kremford Shares and Kremford Options were issued to Kremford. Kremford is not a related party of the Company; and
(f) no funds were raised from the issue of Kremford Shares and Kremford Options rather the issue was in part consideration for services provided pursuant to the Heads of Agreement.

6. RESOLUTIONS 6 TO 9 – ISSUE OF DIRECTOR OPTIONS

6.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue a total of 17,000,000 Options on the terms as set out in Schedule 2 ( Director Options ) pursuant to the Employee Option Scheme to Messrs McGuckin, Youd, Grigor and Banasik ( Eligible Participants ) as follows:

(a) 5,000,000 Director Options to Mr Craig McGuckin (Resolution 6);
(b) 5,000,000 Director Options to Mr Peter Youd (Resolution 7);
(c) 5,000,000 Director Options to Mr Warwick Grigor (Resolution 8); and
(d) 2,000,000 Director Options to Mr Chris Banasik (Resolution 9).

The Employee Option Scheme was last approved at the Company’s 2015 annual general meeting. The terms of the Employee Option Scheme are summarised in the notice of meeting dated 28 October 2015.

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Director Options constitutes giving a financial benefit and Messrs McGuckin, Youd, Grigor and Banasik are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an employee incentive scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

As it is proposed that Director Options be issued to all Directors, the Directors have been unable to form quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act or ASX Listing Rule 10.15B applies to these issues. Accordingly, Shareholder approval is sought for the issue of Director Options to the Eligible Participants.

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6.2 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

Pursuant to and in accordance with the requirements of sections 219 of the Corporations Act and ASX Listing Rule 10.15, the following information is provided in relation to the proposed issue of Director Options to the Eligible Participants:

(a) the related parties are Messrs McGuckin, Youd, Grigor and Banasik and they are related parties by virtue of being Directors;
(b) the maximum number of Director Options to be issued to the Eligible Participants (or their nominees) is:
(i) 5,000,000 Director Options to Mr Craig McGuckin;
(ii) 5,000,000 Director Options to Mr Peter Youd;
(iii) 5,000,000 Director Options to Mr Warwick Grigor; and
(iv) 2,000,000 Director Options to Mr Chris Banasik;
(c) the Director Options will be granted for nil cash consideration however each Eligible Participant will be required to pay the applicable exercise price upon exercise of the Director Options. Accordingly no funds will be raised form the issue of the Director Options;
(d)
all Directors are entitled to participate in the Employee Option Scheme;
(e) the Director Options will be issued to the Eligible Participants no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Options will be issued on one date;
(f) the Director Options issued to the Eligible Participants will be issued pursuant to the terms of the Employee Option Scheme and the terms and conditions set out in Schedule 2;
(g) the value of the Director Options, being the financial benefit being given to the Eligible Participants, and the pricing methodology is set out in Schedule 3;
(h) no loan will be provided to the Eligible Participants in relation to the acquisition of the Director Options;
(i) the Employee Option Scheme was last approved at the Company’s annual general meeting in 2015, the following related parties of the Company received the following securities under the Employee Incentive Scheme since that approval;
(i) Craig McGuckin (or nominee) – 5,000,000 Options for nil cash consideration with an exercise price of $0.10 on or before 21 May 2017 (these Options have expired);
(ii) Peter Youd (or nominee) – 5,000,000 Options for nil cash consideration with an exercise price of $0.10 on or before 21 May 2017 (these Options have expired);

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(iii) Chris Banasik (or nominee) – 1,000,000 Options for nil cash consideration with an exercise price of $0.10 on or before 21 May 2017 (these Options have expired);
(j) the relevant interests of the Eligible Participants in securities of the Company as at the date of this Notice are set out below:

Related Party	Shares	Options
Mr Craig McGuckin	7,631,2401	3,500,0002
Mr Peter Youd	6,511,5213	Nil
Mr Warwick Grigor	17,105,9464	Nil
Mr Chris Banasik	872,727	Nil

Notes:

Comprising of 6,908,513 Shares held jointly by Craig and Lee Ann McGuckin ATF McGuckin Family Trust and 722,727 Shares held jointly by Craig and Lee Ann McGuckin ATF McGuckin Superannuation A/C.
Exercisable at $0.092 on or before 31 October 2017.
Comprising 6,094,794 Shares held by Hallidaf Management Limited and 416,727 Shares held by Kingston Vale Pty Ltd ATF Youd Family A/C.
Comprising 100,000 Shares held by Far East Capital Limited, 14,905,946 Shares held by Gregorach Pty Ltd, 1,100,000 Shares held by Gregorach Pty Ltd ATF Grigor Superfund A/C and 1,000,000 Shares held by Sgian Dubh Pty Ltd.
(k) the amounts paid from the Company to the Eligible Participants and their associates for the previous two financial years are set out below:

Related Party	FY 2016	FY 2017	Current Financial Year
Mr Craig McGuckin	$750,667	$424,270	$430,000
Mr Peter Youd	$488,075	$382,818	$385,000
Mr Warwick Grigor	$158,087	$36,000	$54,000
Mr Chris Banasik	$98,317	$45,000	$45,000

(l) if the Director Options issued to the Eligible Participants are exercised, a total of 17,000,000 Shares would be issued. This will increase the number of Shares on issue from 369,261,237 to 386,261,237 (assuming that no Options are exercised other than the Director Options and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 4.4% comprising 1.28% by each of Messrs McGuckin, Youd and Grigor and 0.52% by Mr Banasik;

(m) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	$0.14	27 January 2017
Lowest	$0.064	28 June 2017
Last	$0.08	12 October 2017

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(n) the Board acknowledges the grant of Director Options to Messrs Grigor and Banasik is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations (3[rd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Director Options to Messrs Grigor and Banasik is reasonable in the circumstances for the reason set out in paragraph (o);
(o) the primary purpose of the grant of the Director Options to the Eligible Participants is to provide a performance linked incentive component in the remuneration package for the Eligible Participants to motivate and reward the performance of the Eligible Participants in their respective roles as Directors. The Board considers that the grant of the Director Options, aligns the interests of the Company and Directors with that of Shareholders;
(p) Mr McGuckin declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Director Options in the Company should Resolution 6 be passed. However, in respect of Resolutions 7, 8 and 9, Mr McGuckin recommends that Shareholders vote in favour of those Resolutions for the following reasons:
(i) the grant of Director Options to the Eligible Participants, will align the interests of the Eligible Participants with those of Shareholders;
(ii) the grant of the Director Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Eligible Participants; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Director Options upon the terms proposed;
(q) Mr Youd declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 6, 8 and 9, Mr Youd recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(r) Mr Grigor declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 6, 7 and 9, Mr Grigor recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(s) Mr Banasik declines to make a recommendation to Shareholders in relation to Resolution 9 due to his material personal interest in the outcome of the Resolution. However, in respect of Resolutions 6 to 8, Mr Banasik recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (o);
(t) in forming their recommendations, each Director considered the experience of each other Eligible Participant, the existing and proposed contribution of each Eligible Participant to the Company and the current

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market practices when determining the provision of the Director Options; and

(u) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 6 to 9.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Options to the Eligible Participants as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of Director Options to the Eligible Participants will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

7. RESOLUTION 10 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 10 seeks the approval of Shareholders for the Company to change its name to “First Graphene Limited”.

If Resolution 10 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 10 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

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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.

BEST Battery Project means the graphene oxide based thin film supercapacitor technology for high performance and low cost energy storage.

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.

Director Option means an option to acquire a Share with the terms and conditions set out in Schedule 2 issued pursuant to Resolutions 6 to 9.

Employee Option Scheme means the employee option scheme adopted by the Company at its annual general meeting held on 27 November 2015.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority

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and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Kremford means Kremford (VIC) Pty Ltd (ACN 137 904 235) .

Kremford 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.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2017.

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

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.

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SCHEDULE 1 – TERMS AND CONDITIONS OF THE KREMFORD OPTIONS

The material terms of the Kremford Options are set out below:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price

Subject to paragraph (i), the exercise price per Option ( Exercise Price ) will be:

(i) $0.15, if exercised on or before 2 years from 8 August 2017;
(ii) $0.20 if exercised after the date that is 2 years form the date of issue but on or before the date which is 3 years from 8 August 2017; and
(iii) $0.25 if exercised after the date that is 3 years form the date of issue but on or before the date which is 4 years from 8 August 2017.

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date which is 8 August 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The 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 Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) 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 Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) 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

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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

(v) 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 Options.

If a notice delivered under (g)(iv) 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.

(h) Shares issued on exercise

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

Reconstruction of capital

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

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 without exercising the Options.

(k)

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 Options over which the Option can be exercised.

(l)

Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian laws.

(m) ASX Compliance

The terms of the Options may be amended in order to comply with the ASX Listing Rules.

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SCHEDULE 2 – TERMS AND CONDITIONS OF DIRECTOR OPTIONS

The material terms of the Director Options are set out below:

(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price

Subject to paragraph (i), the exercise price per Option ( Exercise Price ) will be:

(i) $0.15, if exercised on or before 2 years from 8 August 2017;
(ii) $0.20 if exercised after the date that is 2 years form the date of issue but on or before the date which is 3 years from 8 August 2017; and
(iii) $0.25 if exercised after the date that is 3 years form the date of issue but on or before the date which is 4 years from 8 August 2017.
(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 8 August 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
(e) Notice of Exercise

(f) Exercise Date

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and
(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(iv) 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

3740-01/1793625_3

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

(v) 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 Options.

(h) Shares issued on exercise

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

Reconstruction of capital

Participation in new issues

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 Options over which the Option can be exercised.

Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian laws.

(m)

ASX Compliance

The terms of the Options may be amended in order to comply with the ASX Listing Rules.

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SCHEDULE 3 – VALUATION OF DIRECTOR OPTIONS

The Director Options to be issued pursuant to Resolutions 6, 7, 9 and 9 have been valued by internal management .

Using the Black and Scholes option pricing model and based on the assumptions set out below, the Director Options were ascribed the following value:

Assumptions:

Valuation date	12 October 2017
Market price of shares	$0.08
Exercise price	Varying
Expiry date (length of time from issue)	8 August 2021 – 3.71 years
Risk free interest rate	2.03%
Volatility	23%

Indicative Value of Director Option	$0.0346

Total Value of Director Options	587,701
- Mr Craig McGuckin	172,853
- Mr Peter Youd	172,853
- Mr Warwick Grigor	172,853
- Mr Chris Banasik	69,141

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PROXY FORM

FIRST GRAPHITE LIMITED ACN 007 870 760

ANNUAL GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 10:00am (WST), on Friday, 24 November 2017 at 1 Sepia Close, Henderson WA 6166, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 6 to 9 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 6 to 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mr Chris Banasik
Resolution 3	Ratification of Prior Issue – Placement Shares
Resolution 4	Ratification of Prior Issue – Remuneration Shares
Resolution 5	Ratification of Prior Issue – Shares and Option to Kremford
Resolution 6	Issue of Director Options – Mr Craig McGuckin
Resolution 7	Issue of Director Options – Mr Peter Youd
Resolution 8	Issue of Director Options – Mr Warwick Grigor
Resolution 9	Issue of Director Options – Mr Chris Banasik
Resolution 10	Change of Company Name

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Date: Contact name: E-mail address:	Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary Date: Contact name: E-mail address:	Shareholder 2 Shareholder 3 Director Director/Company Secretary Contact ph (daytime): Consent for contact by e-mail in relation to this Proxy Form: YES NO	Shareholder 3

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Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) By Mail: Automic Registry Services PO Box 2226 Strawberry Hills NSW 2012; or
(b) By Hand: Automic Registry Services, Level 3 50 Holt Street Surry Hills NSW 2010; or
(c) Online: https://investor.automic.com.au/#/loginsah

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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AI assistant

First Graphene Ltd. — AGM Information 2017

35640_rns_2017-10-24_d0bdddd1-500e-4fbf-b269-40dd2427e583.pdf

FIRST GRAPHITE LIMITED ACN 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

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 – ADOPTION OF REMUNERATION REPORT

Voting Prohibition Statement:

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR CHRIS BANASIK

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – REMUNERATION SHARES

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE - SHARES AND OPTIONS TO KREMFORD

6. RESOLUTION 6 – ISSUE OF DIRECTOR OPTIONS – MR CRAIG McGUCKIN

Voting Prohibition Statement:

7. RESOLUTION 7 - ISSUE OF DIRECTOR OPTIONS – MR PETER YOUD

Voting Prohibition Statement:

8. RESOLUTION 8 - ISSUE OF DIRECTOR OPTIONS – MR WARWICK GRIGOR

Voting Prohibition Statement:

9. RESOLUTION 9 - ISSUE OF DIRECTOR OPTIONS – MR CHRIS BANASIK

Voting Prohibition Statement:

11. RESOLUTION 10 – CHANGE OF COMPANY NAME

Dated: 13 October 2017

By order of the Board

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS AND REPORTS

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT FOR YEAR ENDED 30 JUNE 2017

1.1 General

1.2 Voting consequences

1.3 Previous voting results

1.4 Proxy voting restrictions

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR CHRIS BANASIK

2.2 Qualifications and other material directorships

2.3 Independence

2.4 Board recommendation

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE – PLACEMENT SHARES

3.1 Background

3.2

General

3.3 Technical information required by ASX Listing Rule 7.4

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE – REMUNERATION SHARES

4.1 General

4.2 Technical information required by ASX Listing Rule 7.4

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE – SHARES AND OPTIONS TO KREMFORD

5.1 Background

5.2 General

5.3 Technical information required by ASX Listing Rule 7.4

6. RESOLUTIONS 6 TO 9 – ISSUE OF DIRECTOR OPTIONS

6.1 General

6.2 Technical information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.14

Notes:

7. RESOLUTION 10 – CHANGE OF COMPANY NAME

GLOSSARY

Corporations Act means the Corporations Act 2001 (Cth).

(a) Entitlement

(c) Expiry Date

(d) Exercise Period

(f) Exercise Date

(h) Shares issued on exercise

Reconstruction of capital

Participation in new issues

(k)

Change in exercise price

(l)

Transferability

(m) ASX Compliance

SCHEDULE 2 – TERMS AND CONDITIONS OF DIRECTOR OPTIONS

Exercise Period

(f) Exercise Date

Reconstruction of capital

First Graphene Ltd. AGM Information 2017