GENESIS RESOURCES LIMITED — AGM Information 2012

Oct 25, 2012

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Notice of Annual General Meeting

Genesis Resources Limited ACN 114 787 469

Date: Monday 26 November 2012 Time: 10.00 am (Melbourne time) Place: Bourke Room 1, RACV Club Level 2, 501 Bourke Street Melbourne VIC 3000

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is given that the 2012 Annual General Meeting of Genesis Resources Limited ACN 114 787 469 (“the Company ”) will be held at Bourke Room 1, RACV Club, Level 2, 501 Bourke Street, Melbourne VIC 3000 on Monday 26 November 2012 at 10.00am (Melbourne time)

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 2012 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 2012 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 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 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. DERIC WEE

Mr Deric Wee 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 Deric Wee be re-elected as a director of the Company”.

4. ITEM 4 - ELECTION OF MR. JOHN KARAJAS AS DIRECTOR

Mr John Karajas retires as a director of the Company in accordance with article 6.3(j) of the constitution of the Company and, being eligible, offers himself for election.

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

• “ THAT Mr John Karajas be elected as a director of the Company”.

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5. ITEM 5 - ELECTION OF MR PATRICK VOLPE AS DIRECTOR

Mr Patrick Volpe retires as a director of the Company in accordance with article 6.3(j) of the constitution of the Company and, being eligible, offers himself for election.

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

• “ THAT Mr Patrick Volpe be elected as a director of the Company”.

6. ITEM 6 - ELECTION OF MR JOHN ZEE AS DIRECTOR

Mr John Zee retires as a director of the Company in accordance with article 6.3(j) of the constitution of the Company and, being eligible, offers himself for election.

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

• “ THAT Mr John Zee be elected as a director of the Company”.

Special business

7. ITEM 7 - DETERMINATION OF NON-EXECUTIVE DIRECTORS’ AGGREGATE FEE POOL

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

“ THAT for the purposes of ASX Listing Rule 10.17, article 6.5(a) of the constitution of the Company and for all other purposes, the total aggregate sum of fees payable to Non-Executive Directors as remuneration for their services be set at $300,000 per annum, with effect from the close of the Company’s 2012 Annual General Meeting.”

Voting Exclusion Statement:

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) the Directors;

• (b) any associate of the Directors;

• (c) Key Management Personnel; and

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

However, the Company need not disregard a vote if it is:

• (a) cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) 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.

8. ITEM 8 - RATIFICATION OF ISSUE AND ALLOTMENT OF SHARES

To consider and, if thought fit, pass the following special resolution :

“THAT for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue and allotment of 11,863,548 fully paid ordinary shares in the Company at an issue price of $0.12 per share to S Active Holding Sdn Bhd on 9 August 2012 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice”.

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by any person who participated in the issue of the shares and any of their associates. However, the Company need not disregard a vote if it is cast by:

• a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or;

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• b) the person chairing the Meetin g as proxy for a person entitled to vote, in accordanc e with a direction on a proxy form to vote as the proxy decid e s.

9. ITEM 9 - APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, p a ss the following resolution as a special resolution :

“ THAT for the purposes of A S X Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an a d ditional 10% of its issued Equity Securities by w ay of placements over a 12 month period, on the term s and conditions set out in the Explanatory Stat e ment accompanying this Notice of Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by any person who may participate in the issue of Equity Securities under this resolution and a person who might obtain a benefit, except a bene f it solely in the capacity of a holder of ordinary securities, if the r e solution is passed and any associates of those perso n s.

However, the Company need not di s regard a vote if it is cast by:

• a) a person as proxy for a person w ho is entitled to vote, in accordance with the directio n s on the proxy form or;

• b) the person chairing the Meetin g as proxy for a person entitled to vote, in accordanc e with a direction on a proxy form to vote as the proxy decid e s.

Dated 25 October 2012

By order of the Board of Genesis Resources 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, PricewaterhouseCoopers in relation to the conduct of the external audit for the year ended 30 June 2012, or the content of its audit report. Please send your questions to:

The Company Secretary Genesis Resources Limited

Level 3, 1 Collins Street, Melbourne VIC 3000 T. 03 9286 7500

F. 03 9662 1472

E. sk@ccounsel.com.au

Written questions must be received by no later than 5.00 pm on Monday 19 November 2012.

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 10.00am (Melbourne time) on 24 November 2012 :

• 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 24 November 2012 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).

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EXPLANATORY MEMORANDUM TO NOTICE OF ANNUAL GENERAL MEETING

1. ITEM 1 - FINANCIAL AND RELATED REPORTS

The 2012 Annual Report contains the Directors’ Reports, the Financial Reports and the Remuneration Report. The Company’s 2012 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 2012 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.

A ‘no’ vote of 25% or more WAS NOT received at the Company’s 2011 Annual General Meeting.

3. ITEM 3 - RE-ELECTION OF MR DERIC WEE (RETIREMENT BY ROTATION)

Mr Deric Wee 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.

Please refer to the 2012 Annual Report for information about Mr Deric Wee.

Recommendation

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

4.

ITEMS 4 - 6 - ELECTION OF DIRECTORS

It is a requirement under the Company’s constitution and the ASX Listing Rules that any Director appointed by the Board during the year (as an additional Director or to fill a casual vacancy) only hold office until the next Annual General Meeting, at which time the Director can offer themself for election.

On this basis, Mr John Karajas, who was appointed to the Board in October 2012, and Mr Patrick Volpe and Mr John Zee who were appointed to the Board in May 2012, offer themselves for election.

Please refer to the 2012 annual report for information about Mr Patrick Volpe and Mr John Zee, and to the Company’s ASX announcement dated 22 October 2012 for information about Mr John Karajas.

Recommendation

The Board, with Mr Karajas, Mr Volpe and Mr Zee abstaining on the resolutions the subject of Items 4, 5 and 6 respectively, recommends that shareholders vote in favour of these elections.

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5. ITEM 7 - DETERMINATION OF NON-EXECUTIVE DIRECTORS’ AGGREGATE FEE POOL

Under article 6.5(a) of the Company’s constitution, the Company may pay to the Non-Executive Directors a maximum total amount of director’s fees determined at a general meeting, or until so determined, as the Directors resolve. Prior to the 2012 Annual General Meeting, no resolution has been proposed at a general meeting to determine an aggregate fee pool for Non-Executive Directors. Accordingly, under both Listing Rule 10.17 and article 6.5(a) of the Company’s constitution, the Company is now seeking shareholder approval to determine the total aggregate remuneration per annum that may be paid to Non-Executive Directors.

The Company paid to its Non-Executive Directors a total amount of $139,342 (inclusive of superannuation) in fees for their services in the financial year ended 30 June 2012.

The Board has determined, with regard to the aggregate fee pools for non-executive directors of other junior exploration companies that are of a comparable size, that the aggregate remuneration pool for Non-Executive Directors be set at $300,000 per annum.

The Directors do not intend to utilise the entire maximum sum of $300,000 per annum in the first instance; however the Board believes that this sum will provide the Company with the flexibility to appoint further Non-Executive Directors if and when required to further strengthen the capability of the Board, and deal with the various interests of the Company. As at the date of this Notice, the Board currently has five Non-Executive Directors, including the Non-Executive Chairman. Each Non-Executive Director is remunerated at $50,000 per annum, save for the Non-Executive Chairman who is remunerated at $60,000 per annum (a total of $260,000 per annum).

6. ITEM 8 - RATIFICATION OF ISSUE AND ALLOTMENT OF SHARES

The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for an issue of shares made by the Company on 9 August 2012 to a strategic sophisticated investor based in Malaysia, S Active Holding Sdn Bhd at an issue price of $0.12 per share ( Placement ).

The Company raised $1,423,625 under the Placement, with the objective of the using the funds to progress the Company’s ongoing exploration activities associated with its Plavica Project in Macedonia.

ASX Listing Rules

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue shares during any 12 month period in excess of 15% of the number of shares on issue at the commencement of that 12 month period without shareholder approval.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1, by permitting the ratification of previous issues of shares which were not made under a prescribed exception under ASX Listing Rule 7.2 or with shareholder approval, provided that such issues did not breach the 15% threshold set out by Listing Rule 7.1. If shareholders of a company approve the ratification of such previous issues of shares at a general meeting, those shares will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

Reason for resolution

The effect of ratification in accordance with ASX Listing Rule 7.4 is the reinstatement of the Company’s maximum capacity to issue further shares up to 15% of the issued capital of the Company, if required, in the next 12 months without requiring shareholder approval. The Directors believe that it is in the best interests of the Company that the Directors maintain their ability to issue up to 15% of the issued capital of the Company.

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The Directors do not currently have any specific intention to make any further issue of shares without approval of shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing Rule 7.2. However, the Directors consider it to be appropriate and prudent for approval to be sought at the Annual General Meeting, in respect of the relevant issue of shares made by the Company in the last twelve months. The Directors believe this approval will enhance the Company’s flexibility to finance strategic transactions through raising equity capital, should the Directors consider them to be in the best interests of the Company to do so.

In particular, the Directors note that if this approval is not obtained at the Annual General Meeting, the Company may be required to incur additional costs and delay of convening an extraordinary general meeting of the Company if the Directors propose to issue securities which do not fall under an exception to the 15% rule in ASX Listing Rule 7.2.

Issue of shares to S Active Holding Sdn Bhd

As above mentioned, the Company completed the Placement to a strategic sophisticated investor based in Malaysia, S Active Holding Sdn Bhd to raise approximately $1.4 million.

The Company confirms that the issue and allotment of shares the subject of the Placement and Item 8 did not breach ASX Listing Rule 7.1.

In accordance with ASX Listing Rule 7.5, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.4, the information in the following table is provided to shareholders:

Reason for issue	Recipient of issue	Date of issue	No. of shares issued	Issue price per share	Terms of issue	Use of funds raised
To raise funds for ongoing exploration activities associated with its Plavica Project in Macedonia.	S Active Holding Sdn Bhd	9 August 2012	11,863,548	$0.12	Fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company	To provide capital to fund the Company’s ongoing exploration activities associated with its Plavica Project in Macedonia.

Recommendation

The Directors unanimously recommend that shareholders vote in favour of Item 8.

7. ITEM 9 - APPROVAL OF 10% PLACEMENT CAPACITY

BACKGROUND INFORMATION FOR SHAREHOLDERS

General Presently, under Listing Rule 7.1, every listed entity has the ability to issue 15% of its issued capital without shareholder approval in a 12 month period. ASX Listing Rule 7.1A, which was introduced on 1 August 2012, essentially permits eligible small and mid-cap ASX-listed entities, subject to shareholder approval, to issue Equity Securities of up to an additional 10% of its issued capital by way of placements over a 12 month period, in addition to its ability to issue securities under Listing Rule 7.1 ( 10% Placement Capacity ).

The Company seeks shareholder approval under ASX Listing Rule 7.1A for the 10% Placement Capacity. The effect of this resolution will be to allow the Directors, subject to the conditions set out below, to issue Equity Securities under the 10% Placement Capacity without using the Company’s 15% placement capacity under Listing Rule 7.1.

The resolution the subject of Item 9 is a special resolution. Accordingly, at least 75% of votes cast by shareholders present and eligible to vote (in person or by proxy) at the meeting must be in favour of this resolution for it to be passed.

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Eligibility ASX-listed entities which have a market capitalisation of $300 million or less, and which are not included in the S&P/ASX 300 Index will be considered eligible to seek shareholder approval under Listing Rule 7.1A.

As at the date of this Notice, the Company, which has a market capitalisation of less than $300 million, is not included in the S&P/ASX 300 Index. Accordingly, the Company is considered eligible to seek shareholder approval under Listing Rule 7.1A.

Formula

The exact number of additional Equity Securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out Listing Rule 7.1A.2 as follows:

(A x D) - E

Where:

A is the number of shares on issue 12 months before the date of issue or agreement:

• plus the number of fully paid shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• plus the number of partly paid shares that became fully paid in the previous 12 months (there are presently no partly paid shares on issue in the Company);

• plus the number of shares issued in the previous 12 months with approval of shareholders under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval; and

• less the number of shares cancelled in the previous 12 months.

• ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

Conditions of There are a number of conditions applicable to the issue of Equity Securities under issue under Listing Rule 7.1A, including a limitation on the discount to prevailing market price at the 10% which they may be issued, and additional disclosure requirements. A summary of Placement these conditions are as follows: Capacity

• (a) Equity Securities issued under the 10% Placement Capacity can only be in a class of securities already quoted. At the date of this Notice, the Company only has one class of securities which are quoted, being ordinary shares.

• (b) The issue price of Equity Securities issued under the 10% Placement Capacity must be no lower than 75% of the volume weighted average price ( VWAP ) of Equity Securities in the same class calculated over the 15 trading days immediately before either:

• i. the date on which the Equity Securities are issued; or

• ii. the date on which the price of the Equity Securities is agreed, provided that the issue is thereafter completed within 5 business days.

Period of In the event that the Company obtains shareholder approval of the resolution the validity of subject of Item 9, such approval will cease to be valid upon the earlier of: shareholder approval (a) 12 months after the date of this Annual General Meeting, being 26 November 2013;

• (b) if applicable, the date on which the Company’s shareholders approve a change to the nature or scale of the Company’s activities under Listing Rule 11.1.2, or the disposal of the Company’s main undertaking under Listing Rule 11.2; or

• (c) such longer period if allowed by ASX.

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( Placement Period ) INFORMATION TO BE PROVIDED TO SHAREHOLDERS UNDER ASX LISTING RULE 7.3A Minimum The issue price of Equity Securities issued under the 10% Placement Capacity must issue price be no lower than 75% of the VWAP of shares calculated over the 15 trading days on which trades in shares were conducted immediately before either:

  - iii. the date on which the Equity Securities are issued; or iv. the date on which the price of the Equity Securities is agreed, provided that the issue is thereafter completed within 5 business days.

• Risk of If the resolution the subject of Item 9 is approved by shareholders, issue of Equity dilution to Securities under the 10% Placement Capacity may present a risk of economic and shareholders voting dilution of existing shareholders, including the risk that: � the market price of the Company’s Equity Securities may be significantly lower on the relevant issue date than on the date of the Annual General Meeting; and

• the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date.

The table below shows the potential dilution of existing shareholders under various scenarios on the basis of:

• an issue price of $0.085 per share which was the closing price of the Company’s shares on the ASX on 19 October 2012; and

• the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 96,486,430. This assumes that all shares issued by the Company to date are ratified and approved by shareholders under Item 8.

The table also shows:

• (a) two examples where variable ‘A’ has increased by 50% and 100%. The number of shares on issue in the Company may increase as a result of the issue of shares that do not require approval of shareholders (for example, pro-rata entitlement issues or scrip issues under takeover offers) or future placements of shares under Listing Rule 7.1 of up to 15% of issued capital that are approved at future general meetings of shareholders; and

• (b) two examples of where the issue price of shares has decreased by 50% and increased by 100%.

VARIABLE ‘A’			Dilution
		50% decrease in issue price $0.0425	Issue price $0.085	100% increase in issue price $0.17
Current Variable ‘A’ 96,486,430 shares	10% voting dilution	9,648,643 shares	9,648,643 shares	9,648,643 shares
	Funds raised	$410,067	$820,135	$1,640,269
50% increase in current Variable ‘A’ 144,729,645 shares	10% voting dilution	14,472,965 shares	14,472,965 shares	14,472,965 shares
	Funds raised	$615,101	$1,230,202	$2,460,404
100% increase in current Variable ‘A’	10% voting dilution	19,297,286 shares	19,297,286 shares	19,297,286 shares

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192,972,860 shares	Funds raised	$820,135	$1,640,269	$3,280,539

The table has been prepared on the following assumptions:

• (a) the Company issues the maximum number of shares available under the 10% Placement Capacity;

• (b) no options to acquire shares on issue in the Company are exercised;

• (c) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue;

• (d) the table does not show an example of dilution that may be caused to a particular shareholder as a result of placements under the 10% Placement Capacity based on that shareholder’s holding at the date of the Annual General Meeting.

• (e) the table shows only the effect of issues of Equity Securities under the 10% Placement Capacity in accordance with Listing Rule 7.1A and not under the 15% placement capacity under Listing Rule 7.1.

• (f) the issue of Equity Securities under the 10% Placement Capacity consists only of shares.

• (g) the issue price is $0.085, being the closing price of the Company’s shares on the ASX on 19 October 2012.

Period of The Company will only issue and allot the Equity Securities during the Placement validity Period. The approval under the resolution the subject of Item 9 for the issue of the Equity Securities will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

Reason for The Company may seek to issue the Equity Securities for the following purposes: issue of shares under (a) non-cash consideration for the acquisition of the new resources, assets and 10% investments, in which event the Company will provide a valuation of the non-cash Placement consideration as required by Listing Rule 7.1A.3; or Capacity

• (b) cash consideration, the proceeds of which will be applied to fund the Company’s existing and future exploration activities both locally and in Macedonia, appraisal of corporate and exploration opportunities, investment in new ventures (if any), the costs incurred in undertaking placement(s) of shares under Listing Rule 7.1.A and for general working capital

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A 4 and 3.10.5A upon issue of any Equity Securities.

Allocation The Company may not issue any or all the Equity Securities for which approval is given policy and may issue the Equity Securities progressively as the Company places the Equity Securities with investors.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to factors such as:

1. fund raising options (and their viability) available to the Company at the relevant time;

2. the effect of the issue of the Equity Securities on the control of the Company;

3. the financial situation of the Company and the urgency of the requirement for

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Previous approval

funds; and

1. advice from the Company’s corporate, financial, legal and broking advisers.

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice. It is intended that the allottees will be suitable professional and sophisticated investors, and other investors not requiring a disclosure document under section 708 of the Corporations Act, that are known to the Company and/or introduced by third parties.

The allottees may include existing substantial shareholders and/or new shareholders, but it is not intended that the alottees will be related parties or associates of a related party of the Company.

In the event that the shares under the 10% Placement Capacity are issued as consideration for the acquisition of resources, assets or investments, it is likely that the allottees will be the vendors of such resources, assets or investments.

The Company has not previously obtained approval under ASX Listing Rule 7.1A and no Equity Securities have been issued under that rule in the 12 months preceding the Annual General Meeting.

Ranking of shares Voting exclusion

Any shares issued under the 10% Placement Capacity will rank equally with all other existing shares on issue in the Company.

The Company will disregard any votes cast on this resolution by any person who may participate in the issue of Equity Securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed and any associates of those persons.

However, the Company need not disregard a vote if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or;

• (b) the person chairing the Meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

Recommendation

The Directors unanimously recommend that shareholders vote in favour of Item 9.

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).

Equity Security means:

• a) a share;

• b) a right to a share or option;

• c) an option over an issued or unissued security;

• d) a convertible security;

• e) any security that ASX decides to classify as an equity security.

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

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 10:00am (Melbourne time) Saturday 24 November 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.

 Turn over to complete the form

 www.investorcentre.com

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

Review your securityholding

Your secure access information is:

Update your securityholding

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

157677_5_Proxy_Live_Samples/000001/000001/i

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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 broker (reference number commences with ’ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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

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the Chairman of the Meeting OR

 PLEASE NOTE: Leave this box blank if 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 Genesis Resources Limited to be held at Bourke Room 1, RACV Club, Level 2, 501 Bourke Street, Melbourne VIC 3000 on Monday, 26 November 2012 at 10:00am (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 Items 2 and 7 (except where I/we have indicated a different voting intention below) even though Items 2 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: For Item 7, this express authority is also subject to you marking the box in the section below.

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 Items 2 and 7 by marking the appropriate box in step 2 below.

Important for Item 7: If the Chairman of the Meeting is your proxy and you have not directed the Chairman how to vote on Item 7 below, please mark the box in this section. If you do not mark this box and you have not otherwise directed your proxy how to vote on Item 7, the Chairman of the Meeting will not cast your votes on Item 7 and your votes will not be counted in computing the required majority if a poll is called on this item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 7 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my/our proxy even if the Chairman has an interest in the outcome of Item 7 and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

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	Against	Against	Abstain	Abstain	Abstain			For	Against	Against	Abstain	Abstain
Item	2	Adoption of Remuneration Report (Non-binding Vote)							Item 9	Approval of 10% placement capacity
Item	3	Re-election of Mr Deric Wee
		as Director
Item	4	Election of Mr John Karajas
		as Director
Item	5	Election of Mr Patrick Volpe
		as Director
Item	6	Election of Mr John Zee as
		Director
Item	7	Determination of Non-
		Executive Directors'
		aggregate fee pool
Item	8	Ratification of issue and
		allotment of shares

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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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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