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Notice of annual general meeting and explanatory memorandum

Gale Pacific Limited ACN 082 263 778

Date: Friday 30 October 2015 Time: 11.00 am (Melbourne time) Place: The Langham, Yarra Room (Podium Level) 1 Southgate Avenue Southbank Victoria

NOTICE OF 2015 ANNUAL GENERAL MEETING

NOTICE is given that the 2015 Annual General Meeting of Gale Pacific Limited ACN 082 263 778 (the Company ) will be held at The Langham, Yarra Room (Podium Level) 1 Southgate Avenue, Southbank Victoria on Friday 30 October 2015 at 11.00 am (Melbourne time)

BUSINESS

Shareholders are invited to consider the following items of business at the Annual General Meeting:

Ordinary Business

1. FINANCIAL AND RELATED REPORTS


Agenda Item	Financial And Related Reports

Description	To receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2015.

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)


Resolution 1	Adoption of Remuneration Report (Non-Binding Vote)

Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2015 Annual Report and is available from the Company's website (www.galepacific.com). In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the directors or the Company.

Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That the Remuneration Report of the Company and its controlled entities for the year ended 30 June 2015 be adopted.”

Voting Exclusion	The Company will disregard any votes cast on this resolution (in any capacity, whether as proxy or as shareholders) by any of the following persons: (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not 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 proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or (d) cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and(b)above.

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3. RE-ELECTION OF DIRECTORS

Resolution 2	Re-election of Mr David Allman as Director
Description	Mr Allman retires as a director of the Company by rotation in accordance with rule 7.1(f) of the constitution of the Company and, being eligible under rule 7.1(h), offers himself for re-election.

Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr David Allman, having retired from his office as a Director in accordance with rule 7.1(f) of the Company’s constitution and, being eligible under rule 7.1(h) of the Company’s constitution, having offered himself for re-election, be re-elected as a Director of the Company.”

Dated 28 September 2015

By order of the Board of Gale Pacific Limited

Sophie Karzis Company Secretary

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QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, Deloitte Touche Tohmatsu, in relation to the conduct of the external audit for the year ended 30 June 2015, or the content of its audit report. Please send your questions to:

The Company Secretary, Gale Pacific Limited Level 1, 61 Spring Street, Melbourne VIC 3000

T. 03 9286 7500

F. 03 9662 1472

E. [email protected]

Written questions must be received by no later than 5.00 pm (Melbourne time) on Friday, 23 October 2015.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including Remuneration Report.

During the course of the Annual General Meeting, the Chairman will seek to address as many shareholder questions as reasonably practicable, and where appropriate, will give a representative of the Auditor the opportunity to answer written questions addressed to it. However there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to shareholders.

VOTING INFORMATION

Voting by proxy

(a) A shareholder entitled to attend and vote at the Annual General Meeting 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 appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.
(c) A proxy need not be a shareholder of the Company.
(d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.
(e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or

other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 11.00 am (Melbourne time) on Wednesday 28 October 2015 :

online by going to investorvote.com.au or by scanning the QR code, found on the enclosed proxy form with your mobile device
by post at GPO Box 242, Melbourne, Victoria 3001; or
by personal delivery at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or
by facsimile: Australia – 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 intentions.

Voting and other entitlements at the annual general meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on Wednesday 28 October 2015 will be taken to be held by the persons who held them at that time for the purposes of the annual general meeting (including determining voting entitlements at the meeting).

Proxy voting by the Chair

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.

However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Company’s Chairman, Mr David Allman, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business.

If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he or she will not vote your proxy on that item of business.

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EXPLANATORY MEMORANDUM

TO NOTICE OF 2015 ANNUAL GENERAL MEETING

1. FINANCIAL AND RELATED REPORTS


Item	Financial And Related Reports

Explanation	Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2015 to be laid before the Company’s 2015 Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of Gale Pacific and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2015 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2015 Annual Report is available from the Company's website (www.galepacific.com). The Chair of the meeting will allow a reasonable opportunity at the meeting for shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor Deloitte Touche Tohmatsu questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2015, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of Deloitte Touche Tohmatsu in relation to the conduct of the audit.

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)


Resolution 1	Adoption of Remuneration Report (Non-binding resolution)

Explanation	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2015 Annual Report and is available from the Company's website (www.galepacific.com). The Remuneration Report:  describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;  sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and  explains the differences between the basis for remunerating non-executive directors and senior executives, including the Chief Executive Officer. The vote on this resolution is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this resolution and the outcome of the vote when considering the future remuneration policies and practices of the Company.

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	A voting exclusion statement applies to this resolution, as set out in the Notice.
Voting Exclusion

	The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.
Board Recommendation

	The Chair of the Meeting intends to vote all available proxies in favour of this Resolution 1.
Chair’s available proxies

3. RE-ELECTION OF DIRECTORS

Resolution 2	Re-election of Mr David Allman as Director

Explanation	Rule 7.1(f) of the Company’s constitution requires one third of the Directors (or if their number is not three or a multiple of three, then the number nearest one third) to retire at each Annual General Meeting of the Company. The Directors to retire under rule 7.1(f) are those who have held office as Director the longest period of time since their last election to office, or in the event that two or more directors have held office for the same period of time, those Directors determined by lot. Messrs David Allman and George Richards, who have held their office as Director for the longest periods of time since their last election to office on 26 October 2012 and 18 October 2013 respectively, retire as a Directors at the 2015 Annual General Meeting in accordance with rule 7.1(f) of the Company’s constitution. Mr Allman, being eligible under rule 7.1(h) of the constitution, offers himself for re-election as Director. Mr Richards has chosen to retire as a Director of the Company and will not be offering himself for re-election as Director. Please refer to the 2015 Annual Report for information about Mr Allman.

	The Board, with Mr Allman abstaining, recommends that shareholders vote in favour of Mr Allman’s re-election.
Board Recommendation

	The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 2.
Chairman’s available proxies

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DEFINITIONS

Company or Gale Pacific	Means Gale Pacific Limited ACN 082 263 778

Closely Related Party (of a member of KMP of an entity)	Has the definition 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 member or of the member's spouse; or 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 dealings with the entity; or e) a company the member controls; or f) a person prescribed by the regulations for the purposes of this definition (nothing at this stage).

Key Management PersonnelorKMP	Means those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

-ENDS-

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GALE PACIFIC LIMITED — AGM Information 2015

64963_rns_2015-09-28_b585fbbd-4749-42ab-9242-2d98436817f5.pdf

Notice of annual general meeting and explanatory memorandum

NOTICE OF 2015 ANNUAL GENERAL MEETING

BUSINESS

Ordinary Business

1. FINANCIAL AND RELATED REPORTS

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)

3. RE-ELECTION OF DIRECTORS

QUESTIONS FROM SHAREHOLDERS

VOTING INFORMATION

Voting by proxy

Voting and other entitlements at the annual general meeting

Proxy voting by the Chair

EXPLANATORY MEMORANDUM

TO NOTICE OF 2015 ANNUAL GENERAL MEETING

1. FINANCIAL AND RELATED REPORTS

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

3. RE-ELECTION OF DIRECTORS

DEFINITIONS

-ENDS-

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