FIRST LITHIUM LIMITED - AGM Information 2016

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LIMITED
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A C N 0 0 9 0 8 1 7 7 0

N O T I C E O F 2 0 1 5 A N N U A L G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T P R O X Y F O R M

Date of Meeting

24 November 2016

Time of Meeting

9.50am (WST)

Place of Meeting

Quest West Perth Level 1, 54 Kings Park Road West Perth, Western Australia

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

http://ookami.com.au/investor/

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 8 9322 4328.

NOTICE OF 2015 ANNUAL GENERAL MEETING

The 2015 Annual General Meeting of Shareholders of Ookami Limited ACN 009 081 770 ( Company ) is to be held on 24 November 2016 at Quest West Perth Level 1, 54 Kings Park Road, West Perth, Western Australia, commencing at 9.50am (WST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting ( Notice ).

Terms and abbreviations used in this Notice and accompanying Explanatory Statement are defined in the Glossary to the Explanatory Statement.

The Explanatory Statement that accompanies and forms part of this Notice describes the matters to be considered at this Meeting.

Time and Place of Meeting

Notice is given that the Meeting will be held at 9.50am (WST) on 24 November 2016 at:

Quest West Perth Level 1, 54 Kings Park Road West Perth, Western Australia

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2015

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 including the declaration of the Directors’, the Directors’ report, the Remuneration Report and the auditor’s report as set out in the Company’s Annual Report.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following 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 to adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2015."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

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.

Resolution 2 – Election of Director – Mr Faldi Ismail

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

“That, for the purpose of clause 14.4 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Faldi Ismail, a Director who was appointed as an additional Director on 5 June 2015, retires, and being eligible, is elected as a Director of the Company.”

Resolution 3 – Election of Director – Dr Brendan de Kauwe

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

“That, for the purpose of clause 14.4 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Dr Brendan de Kauwe, a Director who was appointed as an additional Director on 5 June 2015, retires, and being eligible, is elected as a Director of the Company.”

Resolution 4 – Election of Director – Mr Peter Wall

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

“That, for the purpose of clause 14.4 of the Company’s Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Peter Wall, a Director who was appointed as an additional Director on 27 October 2015, retires, and being eligible, is elected as a Director of the Company.”

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

BY ORDER OF THE BOARD

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Shannon Coates Company Secretary

25 October 2016

How to vote

Shareholders can vote by either:

attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder who is entitled to attend and cast two or more votes may appoint two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies in accordance with section 249X of the Corporations Act (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy holder votes, they must cast all directed proxies as directed.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are

the subject of the proxy appointment will not be counted in calculating the required majority.

Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf, who must vote the proxies as directed.
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).
Section 250BC of the Corporations Act provides that if an appointment of a proxy specified 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 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 of the meeting.
To be effective, proxies must be lodged by 9.50am (WST) on 22 November 2016. Proxies lodged after this time will be invalid.
Proxies may be lodged using any of the following methods:
(a) by returning a completed proxy form in person to 108 Outram Street, West Perth, Western Australia 6005; or
(b) by faxing a completed proxy form to or by fax to +61 8 9463 6373.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 9.50am (WST) on 22 November 2016. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (WST) on 22 November 2016.

OOKAMI LIMITED ACN 009 081 770

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide shareholders with material information to enable them to make an informed decision on the business to be conducted at the 2015 Annual General Meeting of Ookami Limited ( Company ).

The Directors recommend shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Certain terms and abbreviations used in this Explanatory Statement have defined meanings which are explained in the glossary appearing at the end of this Explanatory Statement.

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2015

The first item of the Notice deals with the consolidated annual financial report of the Company for the financial year ended 30 June 2015 together with the Directors’ declaration, the Directors’ report, the Remuneration Report and the auditor’s report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The reports are available on the Company’s website at www.ookami.com.au.

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

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

The Directors’ report for the year ended 30 June 2015 contains a Remuneration Report which sets out the policy for the remuneration of the Directors and key executives of the Company. 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, section 250R(3) of the Corporations Act expressly provides that the vote on the Resolution is advisory only and does not bind the Directors or the Company.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for a financial year.

The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the Annual General Meeting.

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.

Voting Restriction

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

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote 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.

RESOLUTION 2 – ELECTION OF DIRECTOR – FALDI ISMAIL

Clause 14.4 of the Company’s Constitution states that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Board, but so that the total number of Directors does not at any time exceed the maximum number specified by the Company’s Constitution.

Pursuant to 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 (if any) at that meeting.

Mr Ismail, having been appointed by other Directors on 5 June 2015 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Qualifications and other material directorships

Mr Ismail (non-executive Chairman) (B Bus, MAICD) is an experienced corporate advisor who specialises in the restructure and recapitalisation of a wide range of ASX-listed companies. He has many years of investment banking experience and has advised on numerous cross border transactions including capital raisings, structuring of acquisitions and joint ventures overseas with a strong emphasis in the technology sector.

Mr Ismail is also the founder and operator of Otsana Capital, and is currently a director of the following ASX listed companies: TV2U International Limited, WHL Energy Limited and Cre8tek Limited and AIM/TSX listed Asiamet Resources Limited.

Independence

If elected the Board considers Mr Ismail will not be an independent director.

Board Recommendation

The Board supports the re-election of Mr Ismail and recommends that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – ELECTION OF DIRECTOR – BRENDAN DE KAUWE

Dr de Kauwe, having been appointed by other Directors on 5 June 2015 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Qualifications and other material directorships

Dr de Kauwe (non-executive director) (BDSc(UWA), Grad Dip App Fin, Dip Music Industry) studied a Bachelor of Science and Bachelor of Dental Surgery from the University of Western Australia. He also holds a Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is an ASIC compliant (RG146) Securities Advisor.

Dr de Kauwe is a director of Otsana Capital, a corporate advisory firm, with vast experience in corporate restructuring and recapitalisations, mergers and acquisitions, IPO/RTO and capital markets.

Dr de Kauwe’s corporate experience, coupled with his extensive technology, science and bio-medical background, gives him an integral understanding in the evaluation and execution of projects and assets over a diverse range of sectors.

He has held numerous ASX listed company roles including director of Race Oncology Limited, Xped Limited and Prescient Therapeutics Limited and Executive Chairman of Actinogen Medical Limited. He is also owner and director of a successful private publishing company and a full voting member of APRA/AMCOS.

Independence

Dr de Kauwe has no interests, position association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If elected the Board considers Dr de Kauwe will be an independent director

Board Recommendation

The Board supports the re-election of Dr de Kauwe and recommends that Shareholders vote in favour of Resolution 3.

RESOLUTION 4 – ELECTION OF DIRECTOR – PETER WALL

Mr Wall, having been appointed by other Directors on 27 October 2015 in accordance with the Constitution, will retire in accordance with the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

Qualifications and other material directorships

Mr Wall (non-executive director) (LLB BComm MAppFin FFin) is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005. Mr Wall graduated from the University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of Commerce (Finance). He has also completed a Masters of Applied Finance and Investment with FINSIA.

Mr Wall has a wide range of experience in all forms of commercial and corporate law, with a particular focus on technology, equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions.

Mr Wall is currently a director of the following ASX listed companies: MMJ Phytotech Limited, My Fiziq Limited, Activistic Limited, Zyber Holdings Limited, Sky and Space Global Limited and Transcendence Technologies Limited. He is currently a director of ASX listed Race Oncology Limited.

Independence

If elected the Board considers Mr Wall will not be an independent director

Board Recommendation

The Board supports the re-election of Mr Wall and recommends that Shareholders vote in favour of Resolution 4.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

“Accounting Standards” has the meaning given to that term in the Corporations Act;

“Annual General Meeting” means the annual general meeting the subject of the Notice;

“Annual Report” means the annual financial report of the Company for the year ended 30 June 2015;

“ASX” means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“Board” means the board of Directors;

“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) for the purposes of the definition of ‘closely related party’ in the Corporations Act;

“Company” means Ookami Limited (ACN 009 081 770);

“Constitution” means the constitution of the Company;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director" means a director of the Company;

“Explanatory Statement” means this explanatory statement accompanying the Notice;

“Key Management Personnel” has the meaning given to that term in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority 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;

“Listing Rules” means the Listing Rules of the ASX;

“Meeting” means the annual general meeting the subject of this Notice;

“Notice” or “Notice of Meeting” means the notice of annual general meeting accompanying this Explanatory Statement;

“Ordinary Securities” has the meaning set out in the ASX Listing Rules;

“Remuneration Report” means the remuneration report set out in the Director’s report section of the Company’s Annual Report;

“Restricted Voter” means Key Management Personnel and their Closely Related Parties;

“Resolution” means a resolution the subject of the Notice;

“Share” means an ordinary fully paid share in the capital of the Company;

“Trading Day” means a day determined by ASX to be a trading day in accordance with the Listing Rules;

“WST” means Australian Western Standard Time.

AGM Registration Card

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Appointment of Proxy

Holder Number:

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FIRST LITHIUM LIMITED — AGM Information 2016

64921_rns_2016-10-24_da6abbd9-2241-4bf0-8e73-bfe9ca743dd5.pdf

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N O T I C E O F 2 0 1 5 A N N U A L G E N E R A L M E E T I N G E X P L A N A T O R Y S T A T E M E N T P R O X Y F O R M

Date of Meeting

Time of Meeting

Place of Meeting

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT:

NOTICE OF 2015 ANNUAL GENERAL MEETING

Time and Place of Meeting

ORDINARY BUSINESS

Financial Statements – Year ended 30 June 2015

Resolution 1 – Adoption of Remuneration Report

Resolution 2 – Election of Director – Mr Faldi Ismail

Resolution 3 – Election of Director – Dr Brendan de Kauwe

Resolution 4 – Election of Director – Mr Peter Wall

OTHER BUSINESS

BY ORDER OF THE BOARD

25 October 2016

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

OOKAMI LIMITED ACN 009 081 770

EXPLANATORY STATEMENT

FINANCIAL STATEMENTS – YEAR ENDED 30 JUNE 2015

RESOLUTION 1 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

Voting consequences

Voting Restriction

RESOLUTION 2 – ELECTION OF DIRECTOR – FALDI ISMAIL

Qualifications and other material directorships

Independence

Board Recommendation

RESOLUTION 3 – ELECTION OF DIRECTOR – BRENDAN DE KAUWE

Qualifications and other material directorships

Independence

Board Recommendation

RESOLUTION 4 – ELECTION OF DIRECTOR – PETER WALL

Qualifications and other material directorships

Independence

Board Recommendation

GLOSSARY

Appointment of Proxy

Holder Number:

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FIRST LITHIUM LIMITED AGM Information 2016