GALE PACIFIC LIMITED — AGM Information 2012

Sep 25, 2012

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is given that t he 2012 Annual General Meeting of Gale P a cific Limited ACN 082 263 778 (“ Company ”) will be held at Grand Hyatt Melbourne, G rosvenor Room, Level 8, 123 Collins S t reet, Melbourne on Friday 26 October 2012 at 11.00 am

BUSINESS

Shareholders are invited to c onsider the following items of business at t he Annual General Meeting:

ORDINARY BUSINESS

1. ITEM 1 – FINANCIAL AND RELATED REPORTS

To lay before the Annual General Meeting the Financial Report of th e Company and its controlled entities and th e related Directors’ and Auditor’s Reports f or the year ended 30 June 2012 for shareholders to receive and consider. 2. ITEM 2 – ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)

To consider and, if thoug h t fit, pass the following resolution as an ordinary resolution :

“THAT the Remunera ti on Report of the Company and its contro l led entities for the year ended 30 June 20 1 2 be adopted.”

The vote on this item is a d visory only and does not bind the directors o r the Company.

Voting Exclusion Statement:

The Company will disregard an y votes cast on the resolution contained in Item 2 (in a n y capacity, whether as proxy or as shareholders) by a n y of the following persons:

• (a) Key Management Pers o nnel; and

• (b) Closely Related Parties of Key Management Personnel.

However, the Company need n ot disregard a vote if it is:

• (c) cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the prox y is to vote on the resolution contained in Item 2; and the vote is not cast on behalf of a person des c ribed in subparagraphs (a) and (b) above; or

• (d) cast by the chair of th e Meeting as proxy appointed in accordance with the directions of the proxy form for a person wh o is entitled to vote, and such appointment on th e proxy form expressly authorises the chair t o exercise the proxy even if the resolution is connected directly with the remuneration report; a n d the vote is not cast on behalf of a person describ e d in subparagraphs (a) and (b) above.

3. ITEM 3 – RE-ELECTION OF DAVID ALLMAN

Mr Allman retires as a di r ector of the Company by rotation in accord a nce with rule 7.1(f) of the constitution of the C ompany and, being eligible, offers himself f o r re-election.

To consider and, if thoug h t fit, pass the following resolution as an ordinary resolution :

“ THAT Mr David Allm a n be re-elected as a director of the Compa n y”.

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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SPECIAL BUSINESS

4. ITEM 4 – PERFORMANCE RIGHTS SHARE PLAN – APPROVAL FOR EXCEPTION 9(B), LISTING RULE 7.2

To consider and if thought f it pass the following resolution as an ordinary resolution :

That the issue of perform a nce rights and underlying performance sha r es in the Company under the Company’s P e rformance Rights Share Plan established b y the directors on 21 November 2006, the t e rms and conditions of which are summarise d in the explanatory notes to the notice conve n ing this Annual General Meeting be approve d as an exception to ASX listing rule 7.1 in accordance with exception 9(b) of ASX listing rule 7 .2.

Voting Exclusion Statement:

The Company will disregard an y votes cast on the resolution contained in Item 4 by M r Peter McDonald, and any of his associates, and any other person who may participate in the Performance Rights Share Plan and their associates. However, the C ompany will not disregard a vote if it is cast by a perso n as a proxy for a person who is entitled to vote, in accord a nce with the directions of the proxy form to vote as the proxy decides.

5. ITEM 5 - APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO THE COMPANY’S CHIEF EXECUTIVE OFFICER, MR PETER MCDONALD

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

That approval be given fo r the purposes of Listing Rule 10.14 and all o t her purposes to the grant of Performance Rig h ts and underlying Performance Shares to t he Chief Executive Officer and executive di r ector of the Company, Mr Peter McDonal d , pursuant to the Company’s Performance R ights Plan as described in the Explanatory N otes accompanying this Notice of Annual General Meeting. Voting Exclusion Statement: The Company will disregard an y votes cast on the resolution contained in Item 5 by M r Peter McDonald, and any of his associates. 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 of the proxy form to vot e as the proxy decides.

Voting Exclusion Statement:

Dated 25 September 2012

By order of the Board of Gale Pacific Limited

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Sophie Karzis, Company Secretary

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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VOTING INFORMATION

Voting by proxy

• (a) A shareholder entitled t o attend and vote at the Annual General M e eting may appoint one proxy or, if the shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the shareholder.

• (b) Where 2 proxies are a p pointed to attend and vote at the meeting, e ach proxy may be appointed to represent a specified proportion or number of the s h areholder’s voting rights at the meeting.

• (c) A proxy need not be a s hareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must in d icate the full name of the body corporate a n d the full name or title of the individual re p resentative of the body corporate for the me e ting.

• (e) A proxy form accompa n ies this notice. If a shareholder wishes to appoint more than 1 proxy, they may mak e a copy of the proxy form attached to this n o tice. For the proxy form to be valid it must be received together with the power o f attorney or other authority (if any) under which the form is signed, or a (notarially) c e rtified copy of that power of authority by 11.00 am (Melbourne time) on 24 October 2012 :

• by post at GPO B o x 242, Melbourne, Victoria 3001; or

• by personal delivery at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or

• by facsimile: Aust r alia – 1800 783 447, overseas - +61 3 9473 2555; or

• Custodian voting - For Intermediary Online subscribers only ( custodians) please visit www.intermediaryonline.com to submit your voting inte n tions.

Voting and other entitlements at the Annual General Meeting

A determination has been m a de by the Board of the Company under r e gulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00 pm (Melbourne time) o n 24 October 2012 will be taken to be held b y the persons who held them at that time for the purposes of the Annual General Meeting (in c luding determining voting entitlements at the me e ting).

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL MEETING

1. Item 1 – Financial and related reports

The 2012 Annual Rep o rt contains the Directors’ Reports, the Fin a ncial Reports and the Remuneration Rep o rt. The Company’s 2012 Annual Report is available from the Company's website (w w w.galepacific.com).

2. Item 2 – Adoption of Remuneration Report

Shareholders are a s ked to adopt the Company’s Rem u neration Report. The Remuneration Re p ort is set out in the 2012 Annual Report a n d is available from the Company's website (www.galepacific.com).

The Remuneration Rep o rt:

• describes the p olicies behind, and the structure of, the remuneration arrangements of the Company and the link between th e remuneration of executives and th e Company’s performance;

• sets out the remu n eration arrangements in place for each dir e ctor and for certain members of the s e nior management team; and

• explains the diff e rences between the basis for remunera t ing non-executive directors and s e nior executives, including the Chief Exe c utive Officer and executive director.

If a ‘no’ vote of 25% o r more of the shareholders voting on the it e m is received, the Board will take into a ccount comments made at the AGM o n the Company’s Remuneration Report and will include a report of actions ta k en by the Board accordingly in the Com p any’s next Annual Report.

A ‘no’ vote of 25% o r more WAS NOT received at the Comp a ny’s 2011 Annual General Meeting.

3. Item 3 – Re-election of David Allman

Please refer to the 201 2 Annual Report for information about Mr Da v id Allman.

Recommendation

The Board, with Mr D a vid Allman abstaining, recommends that s h areholders vote in favour of Mr Allman’s r e -election.

4. Performance Rights Share Plan

In general, ASX Listing Rule 7.1 prohibits a company from issuing more than 15% of its securities in any 12 month period, without obtaining sharehold e r approval, unless an exception applies. Exception 9 in Listing Rule 7.2 provide s that shareholder approval is not require d for an issue under an employee incentiv e scheme if, within 3 years before the dat e of the issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to Listing Rul e 7.1.

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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Accordingly, sharehold e rs are being asked, pursuant to exception 9 in Listing Rule 7.2, to approve issues o f securities under the Performance R i ghts Share Plan ( Performance Rights Plan ) the terms and conditions of which are s ummarised below, as exceptions to Listing Rule 7.1.

The Performance Rig h ts Plan is designed as a standard co m ponent of senior executive remuneratio n and is intended to comprise the lo n g term incentive component of remun e ration for senior executives, including e x ecutive directors. Accordingly, performan c e rights under the Performance Rights Pla n will be granted at no cost.

Other than the Perfor m ance Rights Plan, the Company has no other employee or executive share based p lans.

Grants made under the Performance Rights Plan are subject to a p erformance period (usually set at 3 ye a rs) and Performance Rights will only v e st if the relevant performance condition s are satisfied at the end of the relevant a ssessment period. The Performance Righ t s Plan has generally been designed to link rewards to eligible senior executives with improvements in Company performance a nd the delivery of returns to shareholders , and for other executives, to reward their pe r formance.

Since the Performance R ights Plan was first approved by shareholde r s at the Company’s Annual General Meetin g on 21 November 2006, the Company has issued 22,440,000 performance rights to tw e nty-two (21) senior executives in the Compa n y of which:

• a) 8,250,000 have vested with 8,250,000 shares in the Co m pany having been issued to the rel e vant executives on 4 July 2012;

• b) 6,805,000 have lapsed due to performance conditions n o t being met, such conditions inclu d ing continuation of employment; and

• c) 7,385,000 are c u rrently on foot.

A summary of the key t e rms of the Performance Rights Plan is set o ut below:

Eligibility	Ex ecutives ofthe Company as determined by the B oard.
Form of grant	Pe in co 1f rformance Rights, being a right to acquire fully the Company subject to satisfaction of re nditions. Each Performance Right granted will en ully paid ordinary shareinthe Company. paid ordinary shares levant performance title the executive to
Participation	Eli Pe gible executives may be invited by the Board rformanceRightsPlan. to participate in the
Maximum Number of Performance Rights	Th Pe nu e aggregate number of Performance Rights to rformance Rights Plan is limited to no moret mberofshares on issue at that time. be issued under this han 5% of the total
Performance conditions	Th co rel e Board has discretion under the Rulest nditions which will apply to a grant of Perform evant performance conditionsmayvary between o set performance ance Rights. The grants.
Grant price	Alt Pla gra gra hough the Board has the discretion under the n to set a grant price, it is intended that Perform nted at no cost to the participating executive (o nt comprises part ofthe executive’sremuneratio Performance Rights ance Rights will be n the basis that the n).

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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Vesting and exercise price	Th Pe ex to ere is no exercise price for Performance Ri rformance conditions are met, the Performan ecutive may call for the underlying Performance them. ghts, once relevant ce Rights vest and Shares to be issued
Restrictions attaching to Performance Rights	Pe Bo im the rformance Rights may only be transferred with ard or by force of law (i.e. upon death or bankru mediately where an executive purports to transf Rules. the consent of the ptcy), and will lapse er them in breach of
Restrictions attaching to Performance Shares	Th tra ex e Board has discretion under the PerformanceR ding or other restrictions on Performance S ecutive upon vesting of a Performance Right. ights Plan to impose hares issued to an
Cessation of employment	If de ap • • If ex Ift he un de for the Executive ceases to be employed by a gro ath, disability, bona fide redundancy or oth proval of the Board: the Board has the discretion to determine th executive’s unvested Performance Rightsw if the Board does not make a determinatio only some of the executive’s Performance all remaining unvested Performance Rights the executive ceases to be employed for an ecutive’s unvested performance rights will lapse. he executive acts fraudulently or dishonestly or r obligations to any group company, the Bo vested Performance Rights of the executivet em all or any Performance Shares held by feited. up company due to er reason with the at some or all of the ill vest; and n, or determines that Rights will vest, then will lapse. y other reason the is in breach of his or ard may deem any o have lapsed, and the executive to be
Takeover/scheme of arrangement	In the an pe the event of a takeover bid or scheme of arrang Company, the Board has discretion to determin executive’s Performance Rights vest, having rformance against the relevant performance cond ement in respect of e that some or all of regard to pro rata itions.
Bonus issues, rights issues and reconstruction	Ifs by iss Rig en hares are issued pro rata to the Company’s sh way of bonus issue or rights issue or anyr ued capital of the Company is effected, the num hts to which an executive is entitled will be adju sure thatno advantage ordisadvantage accrues areholders generally eorganisation of the ber of Performance sted by the Board to to the executive.
Amendment to the PSP	Su the the gra bject to the Listing Rules and to specified restr Company may at any time by written instrume Board, amend the Rules or the terms of nted. ictions in the Rules, nt or by resolution of Performance Rights

The non-executive directors r e commend that shareholders vote in favour o f Resolution 4.

5. Approval of issue of Performance Rights to the Company’s Chief Executive Officer, Mr Peter McDonald

In general, ASX Listing Rule 10.14 provides that a company must n o t permit a director, an associate of a dire c tor, or a person whose relationship with t he Company is in ASX’s opinion, such th a t approval should be obtained, to acquire s ecurities under an employee incentive sc h eme without shareholder approval. Mr P e ter McDonald, the Company’s only executive director, is the only person referred to in Listing Rule 10.14 entitled to participate in the Company’s Performance Rights Plan.

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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In accordance with the L isting Rules, shareholders are being asked under Resolution 5 to approve the grant o f Performance Rights (and to the extent t hose Performance Rights vest, Performan c e Shares) to the Company’s Chief Executi v e Officer, Mr Peter McDonald under the Company’s Performance Rights Share Plan ( Performance Rights Plan ) for the 2 0 13 financial year. A summary of the terms o f the Performance Rights Plan is set out a b ove in the notes to the previous resolution.

There are 7,385,000 P erformance Rights on issue at the date of this notice. These Performance Rights have been granted to the Company’s executi v es and are based on performance hurdle s relating to diluted earnings per share ( DEPS ) targets over a 3 year period. None of these Performance Rights are on issue to the Chief Executive Officer, Mr Peter McDo n ald.

In November 2009, th e shareholders approved an issue of 3,00 0 ,000 Performance Rights to Peter McDon a ld, of which 75% vested in accordance wi t h the performance hurdles set by the Board (measured over a 3 year period) and a c cordingly Mr Peter McDonald was issued w ith 2,250,000 shares in the Company on 4 J uly 2012.

Approval is being sought for the grant of Performance Rights to t h e Chief Executive Officer, Mr Peter McDo n ald in respect of the 2013 financial year. If approval is required for grants of performance rights in future f i nancial years then separate shareholder a p provals will be sought in respect of such gr a nts.

The number of Perfor m ance Rights to be granted to Mr Peter Mc D onald for the 2013 financial year will be n o more than 1,200,000. As each Performan c e Right represents an entitlement to one o r dinary share in the Company, the maximu m number of shares which may be acquired by the Chief Executive Officer, Mr Peter M c Donald, is equal to the number of Perfo r mance Rights issued (subject to certai n changes in the Company’s capital during the performance period – as noted in t h e summary of the terms of the Performance Rights Plan above). Performance Rights will only vest if the relevant performance c onditions are satisfied. The performance conditions for this grant of Performance Rights will be tested over a 3 year p e rformance period commencing on 1 July 2 012 and ending 30 June 2015 (the Performance Period ).

The performance condi t ions will be based on achievement by the C ompany of a target based on diluted earn i ngs per share and the Chief Executive O fficer remaining in continuous employmen t with the Company for the Performance Period.

The Performance Right s will vest in accordance with the following t e rms:

• If the Company achiev e s a DEPS of 3.45 cents for the year ended 30 June 2013, and the Participant remain s in continuous employment with the Comp a ny until the end of the Performance Period, then 25% of the Performance Rights wil l vest at the end of the Performance Perio d and the corresponding number of shares w ill be allocated as soon as practicable aft e r the end of the Performance Period;

• If, for the year ending 3 0 June 2014, the Company achieves an incr e ase in DEPS being not less than 15% abo v e the base of 3.45 cents (or a greater increa s e as determined by the Board), and the P a rticipant remains in continuous employment with the Company until the end of the Per fo rmance Period, then 25% of the Performan c e Rights will vest at the end of the Perfor m ance Period and the corresponding numb e r of shares will be allocated as soon as pr a cticable after the end of the Performance P e riod;

Notice of the 2012 Annual General M eeting of Gale Pacific Limited

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• If, for the year ending 3 0 June 2015, the Company achieves an incr e ase in DEPS being not less than 15% above the DEPS achieved in FY14 (or a g reater increase as determined by the Boa r d), and the Participant remains in continuo u s employment with the Company until the end of the Performance Period, then 25% o f the Performance Rights will vest at the e nd of the Performance Period and the corre s ponding number of shares will be allocated as soon as practicable after the end of the P e rformance Period;

• If the Company achie v es a combined DEPS over the three financial years ending respectively on 30 Ju n e 2013, 30 June 2014 and 30 June 2015 which equals or exceeds 3.45 cents pl u s the required DEPS target for the secon d and third year as determined by the Board, and the Participant remains in continuo u s employment with the Company until 31s t August 2015, then 25% of the Performanc e Rights will vest at the end of the Perfor m ance Period and the corresponding numb e r of shares will be allocated as soon as p r acticable after the end of the Performance P eriod.

Note: If the DEPS tar g et is exceeded in any one year, the exc e ss can be carried forward into the follo w ing year to calculate the DEPS result fo r that year for the purpose of calculating w hether the relevant performance condition has been satisfied. In the event that any of the performance conditions are not m et for a particular financial year during th e Performance Period, then the Performanc e Rights relating to that performance condi t ion will lapse.

Determination of the e x tent to which the Performance Conditions have been achieved will be made by the B o ard at the end of each year of the Perform a nce Period, based on the audited account s of the Company.

If shareholder approv a l is obtained, then it is intended that g r ants to the Chief Executive Officer for t h e 2013 financial year will be made shortly after this meeting, and in any case no later than 1 month from the date of this meeting .

Details of the shares a cquired by executives under the Performance Rights Plan will be published in each A nnual Report of the Company relating to a year in which an award is made under t he Plan (including a note that approval fo r the acquisition of those shares was obtained under Listing Rule 10.14).

The Non-Executive Dir e ctors recommend that shareholders vote in f a vour of this item 5.

DEFINITIONS

Closely Related Party (of a member of KMP of an entity) has the defi n ition given to it by section 9 of the Corporations Act, and means:

• a) a spouse or child of the member; or

• b) a child of the member's spouse; or

• c) a dependant of the me m ber or of the member's spouse; or

• d) anyone else who is on e of the member's family and may be expec t ed to influence the member, or be influenc e d by the member, in the member's dealings with the entity; or

• e) a company the membe r controls; or f) a person prescribed b y the regulations for the purposes of this d e finition (nothing at this stage).

Key Management Personnel or KMP means those persons ha v ing authority and responsibility for planning, directing and controlling the activities of th e entity, directly or indirectly, including any direc t or (whether executive or otherwise) of that entity.

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Lodge your vote:

Gale Pacific Limited

ABN 80 082 263 778

• By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 GAP MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

 For your vote to be effective it must be received by 11.00 am (Melbourne time) Wednesday, 24 October 2012

How to Vote on Items of Business

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

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

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

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Gale Pacific Limited hereby appoint

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the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Gale Pacific Limited to be held at Grand Hyatt Melbourne, Grosvenor Room, Level 8, 123 Collins Street, Melbourne on Friday, 26 October 2012 at 11.00 am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Item	2	Adoption of Remuneration Report
Item	3	Re-election of David Allman
Item	4	Performance Rights Share Plan – approval for exception 9(b), listing rule 7.2

Item 5 Approval of issue of Performance Rights to the Company’s Chief Executive Officer, Mr Peter McDonald

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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