GENESIS RESOURCES LIMITED

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Notice of Annual General Meeting

Genesis Resources Limited ACN 114 787 469

Date:	Thursday 17 November 2011
Time:	12.00 pm (Melbourne time)
Place:	Level 9
	468 St Kilda Road
	Melbourne Victoria 3004

NOTICE OF ANNUAL GENERAL MEETING NOTICE is given that the 2011 Annual General Meeting of Genesis Resources Limited ACN 114 787 469 (“the Company ”) will be held at Level 9, 468 St Kilda Road, Melbourne Victoria 3000 on 17 November 2011 at 12.00 pm.

BUSINESS

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

Ordinary business

1. ITEM 1- FINANCIAL AND RELATED REPORTS

To lay before the annual general meeting the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports for the year ended 30 June 2011 for shareholders to receive and consider.

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

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 2011 be adopted.”

The vote on this item is advisory only and does not bind the directors or the Company.

Voting Exclusion Statement:

The Company will disregard any votes cast 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 Item 2; 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.

3. ITEM 3- RE-ELECTION OF MR. EDDIE PANG

Mr Eddie Pang retires as a director of the Company by rotation in accordance with article 6.3(c) of the constitution of the Company and, being eligible, offers himself for re-election.

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

“ THAT Mr Pang be re-elected as a director of the Company”.

Dated 15 October 2011

By order of the Board of Genesis Resources Limited

Sophie Karzis, Company Secretary

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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 12.00 pm (Melbourne time) on 15 November 2011 :
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 7.00 pm (Melbourne time) on 15 November 2011 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).

Amendments to proxy voting

Shareholders are advised that the Federal government has recently introduced the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) (the Act ), which came into effect on 1 July 2011. The Act introduces new 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 informed consent, in the form of 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 ( Informed Consent ).

In the event that shareholders wish to vest their undirected votes in the chair of the meeting, they should note that a chair may not vote undirected proxies on a remuneration related resolutions unless the shareholder gives Informed Consent. Shareholders may provide Informed Consent by ticking the relevant box on the proxy form.

In light of the new legislative requirements, the Company recommends that shareholders consider the following options to ensure the validity of their votes:

a. that shareholders direct proxies on a remuneration related resolution instead of leaving them undirected; or
b. that shareholders nominate a proxy who is not a member of Key Management Personnel or any of their Closely Related Parties to vote on a remuneration related resolution; or
c. that shareholders who wish to vest their undirected proxies in the chair on a remuneration related resolution ensure that they follow instructions provided on the proxy form in order to provide Informed Consent.

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

1. ITEM 1- FINANCIAL AND RELATED REPORTS

The 2011 Annual Report contains the Directors’ Reports, the Financial Reports and the Remuneration Report. The Company’s 2011 annual report is available from the Company's website (www.genesisresourcesltd.com.au).

2. ITEM 2- ADOPTION OF REMUNERATION REPORT

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2011 annual report and is available from the Company's website (www.genesisresourcesltd.com.au).

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 and executive director.

If a ‘no’ vote of 25% or more of the shareholders voting on the item is received, the Board will take into account comments made at the AGM on the Company’s Remuneration Report and will include a report of actions taken by the Board accordingly in the Company’s next Annual Report.

3. ITEM 3- RE-ELECTION OF MR. EDDIE PANG

Please refer to the 2011 annual report for information about Mr Pang.

Recommendation

The Board, with Mr Pang abstaining, recommends that shareholders vote in favour of Mr Pang’s reelection.

DEFINITIONS

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 Personnel or KMP 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.

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G ENESIS

Lodge your vote:

R E S O U R C E S L T D

ACN 114 787 469

By Mail:

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

000001 000 GES 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 12:00pm (Melbourne time) on 15 November 2011

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.

� Turn over to complete the form

�

View your securityholder information, 24 hours a day, 7 days a week:

www.investorcentre.com

Review your securityholding

Update your securityholding

Your secure access information is:

SRN/HIN: I9999999999

� PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

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

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Proxy Form

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Genesis Resources Limited hereby appoint

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

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the Chairman OR of the Meeting

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, as the proxy sees fit) at the Annual General Meeting of Genesis Resources Limited to be held at Level 9, 468 St Kilda Road, Melbourne Victoria on Thursday 17 November 2011 at 12:00pm and at any adjournment of that meeting.

Important for Item 2 - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 2 as set out below and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Item 2, the Chairman of the Meeting will not cast your votes on Item 2 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Item 2).

The Chairman of the Meeting intends to vote all available proxies in favour of Item 2 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Item 2 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel.

� Items of Business

PLEASE NOTE: If you mark the Abstain b ox 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.

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Item 2 Adoption of Remuneration Report Item 3 Re-election of Mr Eddie Pang as director

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

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

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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G E S

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G ENESIS

R E S O U R C E S L T D

All Correspondence to:Computershare Investor Services Pty Ltd GPO Box 2975 MELBOURNE VIC 3000 Australia

ACN 114 787 469

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

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Genesis Resources Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

916CR_0_Sample_Proxy/000001/000002/i

AI assistant

GENESIS RESOURCES LIMITED — AGM Information 2011

64980_rns_2011-10-18_aba5c2bb-97fb-44be-8ba1-7db4bd78d3cf.pdf

Notice of Annual General Meeting