GENESIS RESOURCES LIMITED — AGM Information 2010

Oct 19, 2010

GENESIS RESOURCES LIMITED

ACN 114 787 469

NOTICE OF ANNUAL GENERAL MEETING

TIME: 2.00pm (WST)

• DATE: Friday, 19 November 2010
• PLACE: The Boardroom Nissen Kestel Harford Level 2, Spectrum 100 Railway Road SUBIACO WA 6008

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.

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:	The Boardroom Nissen Kestel Harford Level 2, Spectrum 100 Railway Road
	SUBIACO WA 6008
Date:	Friday, 19 November 2010
Time:	2:00pm (WST)

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 2010.

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 2010."

2. Re-Election of Mr Kerim Sener

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 Kerim Sener, retires by rotation, and being eligible, is re-elected as a Director."

3. Election of Mr Deric Wee

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 Deric Wee, who was appointed on 11 December 2009 retires, and being eligible, is re-elected as a Director."

4. Election of Dr Parker

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, Dr Allan Parker, who was appointed on 7 August 2010 retires, and being eligible, is re-elected as a Director."

5. Appointment of PricewaterhouseCoopers as Company Auditors

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

"That, PricewaterhouseCoopers of Freshwater Place, 2 Southbank Boulevard, Victoria, having been nominated for appointment as the Company's auditor and having consented in writing to act, be appointed as auditor of Genesis Resources Limited with such appointment to take effect from the later of the passing of this resolution and the time at which the resignation of Grant Thornton Australia as auditor takes effect"

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 11 October 2010

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 Friday, 19 November 2010 at 2:00 pm (WST).

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 2010, 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 2010.

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 2010 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 Dr Sener

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. Dr Sener retires by rotation and seeks re-election as a Director pursuant to Resolution 2.

Dr Sener has a first-class Bachelor of Science with Honours degree in Geology, a Master of Science in Mineral Exploration and PhD in Geology. Dr Sener is a fellow of the Geological Society of London, member of the Institute of Materials, Minerals and Mining and a member of the Society of Economic Geologists.

Dr Sener has ten (10) years of exploration experience and while undertaking his PhD, he completed a number of consulting projects for clients in Western Australia, including the exploration for manganese mineralisation

Resolution 3 – Election of Mr Wee

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 and is eligible for re-election at that Meeting.

In accordance with Article 6.3(j), Mr Wee who was elected by the Board of Directors on the 11 December 2009 as an addition to the existing Directors; retires and, being eligible for re-election at the 2010 Annual General Meeting, seeks re-election.

Mr. Wee holds a Bachelor of Development Science majoring in Economics and Management from the National University of Malaysia and has been involved in the financial services industry since 1989 as stockbroker and investment banker with well established financial services companies that are part of financial and banking conglomerates in Malaysia. This included Maybank Group, the largest banking and financial services group in the country and RHB Banking Group.

Mr. Wee had acquired extensive experience and competence in key areas including sales, marketing, share and stock trading and coordinated a number of corporate strategies such as initial public offerings, mergers and acquisitions, restructurings, placements and advisory services relating to securities listed on Bursa Malaysia and ASX.

Mr. Wee is exploring new frontiers for new business and investment opportunities in resource rich emerging economies such as Cambodia, Laos, Indonesia and Thailand.

Resolution 4 – Election of Dr Parker

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 and is eligible for re-election at that Meeting.

In accordance with Article 6.3(j), Dr Parker who was elected by the Board of Directors on the 7 August 2010 as an addition to the existing Directors; retires and, being eligible for re-election at the 2010 Annual General Meeting, seeks re-election.

Dr Parker is a geologist and geophysicist and holds a strong combination of commercial, strategic, legal and senior executive management capabilities and extensive knowledge of uranium, base metal, gold and iron ore mineral deposits and mineralization systems. He is a former Chief Geologist with the SA Geological Survey and brings to the Company a wealth of expertise and operational experience specific to Genesis.

Resolution 5 – Appointment of PricewaterhouseCoopers as Company Auditors

The Board of Genesis Resources Limited has undertaken a review of the current auditor position. The Company had no specific reason to replace the auditors Grant Thornton Australia other than the fact that the timing seemed appropriate, given the anticipated growth of the Macedonia tenements to engage a large, experienced audit firm with international experience and exposure and the location of the Chairman and Corporate Advisers will make it easier to deal with the Auditors.

PricewaterhouseCoopers were the successful firm to be appointed following the review.

Following completion of that review process, the following has taken place:

• (i) Grant Thornton Australia is in the process of applying to the ASIC for consent to resign effective immediately; it is anticipated that Grant Thornton Australia resignation will take effect from the day on which ASIC gives its consent. The Company's expectation is that ASIC's consent will be forthcoming prior to the date of the Annual General Meeting;
• (ii) Genesis Resources Limited has received written notice of PricewaterhouseCoopers nomination as auditor from a Shareholder of the Company In accordance with section 328B(1) of the Corporations Act, a copy of the nomination is attached to this Notice of Meeting for the AGM to be held on 19 November 2010; and
• (iii) Genesis Resources Limited has received PricewaterhouseCoopers consent to act as the Company's auditor on the basis that ASIC approve the resignation of Grant Thornton Australia.

The Board recommends Shareholders pass the resolution to appoint PricewaterhouseCoopers as Auditor of Genesis Resources Limited following the selection of PricewaterhouseCoopers through an audit review process.

GENESIS RESOURCES Level2 Spectrum *100RaiYway Road Subiaco WA6008 PO Box 8281 Subiaco WA 6008 7 +618 9367 8133 F +618 9367 8812 www.uenesi~resour~eslM.com.au. ABN 22 114 787 469

08 October 201 0 GENEOCOWANNUAL GENERAL MEETINGWOO8

Company Secretary Genesis Resources Limited PO Box 8281 SUBIACO WA 6008

Nomination of Auditor

I, Kit Chye being a Shareholder of Genesis Resources Limited, hereby nominate PricewaterhouseCoopers, for appointment as Auditor of the Company pursuant to Section 3288(1) of the Corporations Act 2001, at the November 201 0 Annual General Meeting or any adjournment thereof. s

Yours faithfully

Kit Chye

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		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 General Meeting of General Resources Limited to be held at The Boardroom, Nissen Kestel Harford, Level 2, Spectrum, 100 Railway Road, Subiaco WA 6008 on Friday, 19 November 2010 at 2.00pm (WST) and at any adjournment of that meeting.
		AND
If the Chairman of the Meeting is your Proxy and you ARE NOT directing him how to vote on Resolution 5: Mark the below box with an "X" B		IMPORTANT: FOR RESOLUTIONS 1 to 5 By marking the box on the left hand side, 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 the box AND you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your vote on Resolution 5 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 Dr Sener
Resolution 3.	Election of Mr Wee
Resolution 4.	Election of Dr Parker
Resolution 5.		Appointment of PricewaterhouseCoopers as Company Auditors
PLEASE SIGN HERE	your votes will not be counted in computing the required majority on a poll.	*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 If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form.		%

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

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 2.00 pm (WST) on Wednesday, 17 November 2010. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Voting Exclusions do not apply to any of the Resolutions contained in the Notice of Meeting.

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 attorney Any shareholder signing under a power of attorney must attach a 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 2.00pm (WST) on Wednesday, 17 November 2010. 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 08 9367 8812 (within Australia) +61 8 9367 8812 (outside Australia)

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 Friday, 19 November 2010 at 2:00pm (WST) and at any adjournment or postponement of the Annual General Meeting, or any meeting arising from the Annual General Meeting.

_____________________________________________________________________________________

____________________________________________________________________________________

Dated this day of 2010

Executed by

ACN in accordance with section 127 of the Corporations Act 2001:

Director Director/Secretary

Name of Authorised Representative

Signed by Authorised Representative