GENESIS RESOURCES LIMITED — AGM Information 2009

Oct 29, 2009

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GGENESIS RESOURCES LIMITEDENESIS RESOURCES LIMITED

GENESIS RESOURCES LIMITED

ACN 114 787 469

NOTICE OF ANNUAL GENERAL MEETING

TIME: 9.00 am (Central Time) DATE: Monday, 30 November 2009 PLACE: Suite 8 52 Marina Boulevard Darwin, Northern Territory 0820

THIS IS AN IMPORTANT DOCUMENT - If you are in any doubt as to how to act, you should consult your financial or legal adviser as soon as possible.

GGENESIS RESOURCES LIMITEDENESIS RESOURCES LIMITED

Notice of General Meeting

GENESIS RESOURCES LIMITED

ACN 114 787 469

Notice is hereby given that the Annual General Meeting of Genesis Resources Limited (the Company ) will be held at:

Venue: Suite 8 52 Marina Boulevard Darwin, Northern Territory 0820 Date: Monday, 30 November 2009 Time: 9:00 am (Central Time)

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum.

Agenda

Adoption of Annual Financial Report

To receive the Annual Financial Report, including the declaration of Directors and accompanying reports of the Directors and auditors for the financial year ending 30 June 2009.

Ordinary Resolutions

1. Adoption of Remuneration Report

“To adopt the Remuneration Report as contained in the Annual Financial Report for the year ended 30 June 2009.”

2. Re-Election of Mr Eddie Pang

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

“That, for the purpose of Article 6.3(j) of the Constitution and for all other purposes, Mr Eddie Pang, a Director who was appointed on 6 March 2009, retires, and being eligible, is reelected as a Director.”

3. Re-Election of Mr Peter Hepburn-Brown

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

“That, for the purpose of Article 6.3(c) of the Constitution and for all other purposes, Mr Peter Hepburn-Brown, retires by rotation, and being eligible, is re-elected as a Director.”

GGENESIS RESOURCES LIMITEDENESIS RESOURCES LIMITED

4. Approval to Set Directors’ Fees

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

“That, for the purposes of Article 6.5(a) of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve the maximum total aggregate fixed sum per annum to be paid to Directors be set at $300,000 to be paid in accordance with the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Directors and any associates of Directors. 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 it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Appointment of Auditor

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

“That, for the purposes of sections 327D of the Corporations Act and for all other purposes, approval is given for the Directors to appoint Grant Thornton Audit Pty Ltd of 10 Kings Park Road, West Perth, WA, as auditor of the Company, having been nominated by a shareholder and consented in writing to act in the capacity of auditor.”

General Business

To consider any other business that may be brought forward in accordance with the Constitution of the Company or the Corporation Act.

By Order of the Board

Robert Marusco Company Secretary 22 October 2009

Voting

Voting entitlements

In accordance with the Corporations Act 2001, the Company has determined that the shareholding of each person for the purpose of determining entitlements to attend and vote at the meeting will be the entitlement of that person set out in the Company’s share register as at 9.00 am (Central Time) on Saturday, 28 November 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

A voting exclusion applies to Resolution 4 of this Notice as set out under the relevant heading “Voting Exclusion” under the Resolution.

Voting in person

A shareholder who is an individual may attend and vote in person at the meeting. If you wish to attend the meeting, please bring the attached proxy form to the meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the meeting to facilitate this registration process.

A shareholder that is a corporation may appoint an individual to act as its representative to vote at the meeting in accordance with section 250D of the Corporations Act. The appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission.

Voting by proxy

Shareholders should complete the proxy form if they do not wish to attend the meeting and wish to appoint a proxy to attend and vote on their behalf. If you intend to attend the meeting, you do not need to complete the proxy form. However, please bring the proxy form with you to the meeting to assist with your registration.

You may still attend the meeting even if you have appointed a proxy. However, your proxy’s authority is suspended in relation to any resolutions on which you choose to vote personally.

Appointing a second proxy

You may appoint up to 2 persons to act as your proxy to attend and vote on your behalf. If you wish to do this you must use a separate proxy form in respect of each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of each proxy form. You should photocopy the enclosed proxy form or request an additional proxy form to be sent to you.

Directing your proxy how to vote

If you wish to direct your proxy how to vote on any or all of the resolutions, place a mark “X” in the “For”, “Against” or “Abstain” box. If you do not direct your proxy how to vote, your proxy may vote as he, she or it sees fit. If you mark the abstain box, you are directing your proxy not to vote on your behalf in respect of that resolution and your votes will not be included on a show of hands or on a poll.

If you appoint the Chairman of the meeting as your proxy, but do not give directions on how to vote on a particular resolution, the Chairman:

• (a) will not cast your votes on resolution 4 and your votes will not be counted in determining the required majority if a poll is called for on that resolution; and

• (b) will vote in favour of all the other resolutions even if he has an interest in the outcome of those resolutions and votes cast by him as proxy holder will not be disregarded because of that interest.

Signing instructions

Individuals The individual, who is the shareholder, or his or her attorney, must sign the form. Joint holding Each person who is a joint shareholder, or their attorneys, must sign the form. Companies The company that is the shareholder must sign the form in accordance with section 127 of the Corporations Act either by a director jointly with either another director or a company secretary, or where the company has a sole director who is also the sole company secretary (or there is no company secretary), by that director. Power of Any shareholder signing under a power of attorney must attach a attorney certified photocopy of the power of attorney document to this form.

Lodging your proxy form

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at the address given below no later than 9.00 am (Central Time) on Saturday, 28 November 2009. Any proxy form received after that time will not be valid for the scheduled meeting.

In person Nissen Kestel Harford Level 2, Spectrum 100 Railway Road SUBIACO WA 6008 By mail Nissen Kestel Harford PO BOX 8281 SUBIACO WA 6008 By fax (within Australia) 08 9367 8812 (outside Australia) +61 8 9367 8812

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the Annual General Meeting of Shareholders to be held on Monday, 30 November 2009 at 9:00 am (Central Time).

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

Annual Financial Report

The first agenda item is to receive the Annual Financial Report of the Company for the period ended 30 June 2009, comprising the financial statements, Directors’ report, declaration of Directors and independent audit report.

No resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Directors and auditors in relation to the Company’s results for the financial year ending 30 June 2009.

Resolution 1 – Adoption of Remuneration Report

At a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders.

The remuneration report of the Company for the financial year ended 30 June 2009 is set out in the Directors’ report contained in the Company’s Annual Financial Report.

The remuneration report sets out the Company’s remuneration arrangements for the executives and nonexecutive Directors and executive employees of the Company.

Shareholders should note that the vote on this Resolution is advisory only and does not bind the Company or the Directors.

Resolution 2 – Re-Election of Mr Pang

In accordance with Article 6.2(b) of the Constitution; the Directors may appoint any person as Director. Article 6.3(j) of the Constitution states that a Director appointed under Article 6.2(b) must retire at the next annual general meeting of the Company (if he or she has not previously retired and sought re-election at a general meeting of the Company) and is eligible for re-election at that meeting.

In accordance with Article 6.3(j), Mr Pang who was elected by the Board of Directors on the 6 March 2009 as an addition to the existing Directors; retires and, being eligible for re-election at the 2009 Annual General Meeting, seeks re-election.

Mr Pang holds a Bachelor of Science in Chemistry. He currently operates a trading business based in Shanghai which is in the business of supplying the Chinese market with Australian wool, wine, Chilean iron ore, cathode copper and timber as well as the marketing and exploration of Chinese building materials overseas and the supply of Chinese chemicals to pharmaceutical facilities in Canada and the United Arab Emirates.

Mr Pang is also involved in a joint venture in food flavours manufacturing facility in Wisconsin, USA and has an established distribution network of food flavours and additives in China.

Mr Pang has private business interests in Australia, including vineyards and timber plantation investments.

Resolutions 3 – Re-Election of Mr Hepburn-Brown

Article 6.3(c) of the Constitution requires that if the Company has three or more Directors, one third (rounded down to the nearest whole number) of those Directors must retire at each annual general meeting.

The Company currently has four Directors and accordingly, one must retire.

A Director who retires by rotation under Article 6.3(c) of the Constitution is eligible for re-election. Mr Hepburn-Brown retires by rotation and seeks re-election as a Director pursuant to Resolution 3.

Mr Hepburn-Brown holds a Bachelor of Science in Mining Engineering, a Graduate Diploma in Human Resources and is a member of the Institute of Engineers Australia.

Mr Hepburn-Brown has over 25 years’ mining industry experience having previously worked for Siberia Mining Corporation Limited, Harmony Gold (Australia) Limited, Great Central Mines Limited and with mining operations for Niugini Mining and Western Mining Corporation.

Resolution 4 – Approval to Set Directors’ Fees

Article 6.5(a) of the Constitution provides that the remuneration for non-executive Directors must not exceed the maximum sum determined by the Company in general meeting or, until so determined, as the Directors resolve. Individual apportionments of that sum remain within the discretion of the Board of the Company.

If Resolution 4 is passed, the maximum aggregate amount payable by the Company to non-executive Directors will be set at $300,000 per annum. The maximum aggregate remuneration payable to nonexecutive Directors has not previously been set by the Company in general meeting. The Company paid nil fees to its non-executive Directors in the financial year ended 30 June 2009 as the Directors had previously resolved that no Directors’ fees shall be paid until the Company commences quotation on ASX. Accordingly, the amount of the increase in the maximum aggregate amount of Directors’ fees payable to non-executive Directors is $300,000.

The payment of Directors’ fees will commence post ASX listing and will be divided between the Directors as the Directors shall determine and, in default of agreement between them, then in equal shares.

The total aggregate fixed sum per annum has been determined after reviewing similar companies listed on ASX and the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

The payment of fees to the Directors does not mean that the Company must pay the entire amount approved as fees each year. However, the Board considers that it is reasonable and appropriate to seek payment of Directors’ Fees as this will provide the Company with the flexibility to attract appropriately qualified Directors if circumstances require it.

Resolution 5 – Appointment of Auditor

The Company’s auditor, Grant Thornton (WA) Partnership has been the Company’s appointed Auditors.

Grant Thornton have resolved to create a new operating structure and part of this re-structure involves establishing an authorised audit company - Grant Thornton Audit Pty Ltd, which will conduct audit engagements effective for financial years ended 30 June 2009.

Subject to approval by shareholders, the appointment of Grant Thornton Audit Pty Ltd will be effective for the 2010 financial year. Grant Thornton (WA) Partnership remained responsible for the audit for the 2009 financial year.

The resolution is conditional upon ASIC’s consent to the resignation of Grant Thornton (WA) Partnership, as this is a pre-condition to the existing audit firm partnership structure being able to resign. The Company does not anticipate that this consent will not be forthcoming.

In accordance with section 328B of the Corporations Act, the Company has sought and obtained a nomination from a shareholder to appoint Grant Thornton Audit Pty Ltd as the Company’s auditor. A copy of this nomination is attached to this Explanatory Memorandum as Annexure A.

In accordance with section 328A of the Corporations Act, consent in writing to the appointment as auditor has been given to the Company by Grant Thornton Audit Pty Ltd.

ANNEXURE A – NOMINATION AUDITOR

21 October 2009

The Company Secretary Genesis Resources Limited Level 2, Spectrum 100 Railway Road SUBIACO WA 6904

Dear Sir

Nomination of Grant Thornton Audit Pty Ltd as Company Auditors

I, Pedro Kastellorizos being a Shareholder of Genesis Resources Limited, pursuant to Section 328B(1) of the Corporations Act 2001, hereby nominate Grant Thornton Audit Pty Ltd, for the appointment as Auditors of the Company at the next Annual General Meeting or any adjournment thereof.

Yours faithfully

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Genesis Resources Limited ACN 114 787 469

Proxy Form

Please return this Proxy Form to the Company Secretary’s Office

Nissen Kestel Harford PO Box 8281 SUBIACO WA 6008 Or Facsimile on +61 8 9367 8812

Member Details

Name: ……………………………………………………………………………………………………………………………………………….

Address: …………………………………………………………………………………………………………………………………………….

Contact Telephone No: …………………………………………………………………………………………………………………………….

Appointment of Proxy

I/We being a Member/s of Genesis Resources Limited and entitled to attend and vote hereby appoint

A

Mark the above with an “X” if the Chairman of the Meeting is to be your Proxy

OR

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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, as the proxy sees fit) at the Annual General Meeting of Genesis Resources Limited to be held at Suite 8, 52 Marina Boulevard, Darwin, Northern Territory 0820 on Monday, 30 November 2009 at 9.00 am (Central Time) and at any adjournment of that meeting.

B

IMPORTANT: FOR RESOLUTION 4

If the Chairman of the Meeting is your proxy and you are not directing him to vote on Resolution 4 please mark the box in this section.

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even though he may have an interest in the outcome of these Resolutions and that votes cast by him for these Resolutions, other than as proxy holder, would be disregarded because of that interest.

If you do not mark this box AND you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your vote on Resolution 4 and your vote will not be counted in calculating the required majority if a poll is called on these Resolutions.

The Chairman of the Meeting intends to vote undirected proxies in favour of the resolution. For Against Abstain*

Resolution 1. Adoption of Remuneration Report Resolution 2. Re-Election of Mr Eddie Pang as Director Resolution 3. Re-Election of Mr Peter Hepburn-Brown as Director Resolution 4. Approval to Set Directors’ Fees Resolution 5. Appointment of Auditor – Grant Thornton Audit Pty Ltd

*If you mark the Abstain box for Resolutions 1 to 5, you are directing your proxy not to vote on your behalf 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 you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form. %

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be valid

Individual or Member 1 Member 2 Member 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

Genesis Resources Limited ACN 114 787 469

Corporate Representative Form

Please return this Appointment Form of Corporate Representative to the Company Secretary’s Office:

Nissen Kestel Harford PO Box 8281 SUBIACO WA 6008 Or Facsimile on +61 8 9 367 8812

Shareholder Details

This is to certify that by a resolution of the directors of:

_________ __ACN__ (Insert Company Name)

____________ (Insert Address)

The Company has appointed:

_____________ (Insert Name of Corporate Representative)

In accordance with the provisions of Section 250D of the Corporations Act to act as the Corporate Representative of the company to exercise all or any of the powers the company may exercise at the Annual General Meeting of shareholders of Genesis Resources Limited ACN 114 787 469 to be held on Monday, 30 November 2009 at 9:00 am (Central Time) and at any adjournment or postponement of the Annual General Meeting, or any meeting arising from the Annual General Meeting.

Dated this day of 2009

Executed by

ACN in accordance with section 127 of the C orporations Act 2001:

Director Director/Secretary Name of Authorised Representative Signed by Authorised Representative