GENESIS RESOURCES LIMITED — AGM Information 2013

Oct 27, 2013

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Notice of annual general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: Monday 25 November 2013 Time: 10.00 am (Melbourne time) Place: Best Western Plus, The Tudor Box Hill, Regal Room, 1101 Whitehorse Road, Box Hill, Victoria 3128

NOTICE OF 2013 ANNUAL GENERAL MEETING

NOTICE is given that the 2013 Annual General Meeting of Genesis Resources Limited will be held at Best Western Plus, The Tudor Box Hill, Regal Room, 1101 Whitehorse Road, Box Hill, VIC 3128 on Monday 25 November 2013 at 10.00am (Melbourne time).

BUSINESS

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

Ordinary Business

1. FINANCIAL AND RELATED REPORTS

Agenda Item	Item 1 – Financial And Related Reports
Description	To receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2013.
Voting Exclusion	N/A

2. RE-ELECTION OF DIRECTORS

Agenda Item	Item 2a – Election of Mr Alex Hooi Kiang Lim as Director
Description	Mr Alex Hooi Kiang Lim, who was appointed as a Director on 26 November 2012, retires as a Director in accordance with article 6.3(j) of the constitution of the Company and, being eligible, offers himself for re-election.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT Mr Alex Hooi Kiang Lim, having been appointed as a Director on 26 November 2012 in accordance with article 6.2(b) of the Company’s constitution and eligible under article 6.3(j) of the constitution, having offered himself for re- election, be re-elected as a Director of the Company.
Voting Exclusion	N/A

Agenda Item	Item 2b – Re-election of Mr Eddie Pang as Director
Description	Mr Eddie Pang retires as a director of the Company in accordance with articles 6.3(c) and 6.3(e) of the Company‘s constitution and, being eligible, offers himself for re- election under article 6.3(f) of the constitution.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT Mr Eddie Pang, having retired from his office as a Director in accordance with articles 6.3(c) and 6.3(e) of the Company’s constitution and, being eligible under article 6.3(f) of the constitution, having offered himself for re-election, be re-elected as a Director of the Company.
Voting Exclusion	N/A

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Agenda Item	Item 2c – Re-election of Mr John Karajas as Director
Description	Mr John Karajas retires as a director of the Company in accordance with articles 6.3(c) and 6.3(e) of the Company‘s constitution and, being eligible, offers himself for re- election under article 6.3(f) of the constitution.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT Mr John Karajas, having retired from his office as a Director in accordance with articles 6.3(c) and 6.3(e) of the Company’s constitution and, being eligible under article 6.3(f) of the constitution, having offered himself for re-election, be re-elected as a Director of the Company.
	N/A
Voting Exclusion

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

Agenda Item	Item 3 – Adoption of Remuneration Report (Non-Binding Vote)
Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2013 Annual Report and is available from the Company's website (www.genesisresourcesltd.com.au).
	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 2013 be adopted.
Resolution (Ordinary)
	The vote on this item is advisory only and does not bind the directors or the Company.
Note to shareholders
Voting Exclusion	The Company will disregard any votes cast on this resolution (in any capacity, whether as proxy or as shareholders) by any of the following persons: (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy is to vote on Item 3; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or (d) cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.

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4. BOARD SPILL MEETING RESOLUTION

Note: This resolution will not be proposed if the resolution in Item 3 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.

Note: This resolution will not be proposed if the resolution in Item 3 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.	Note: This resolution will not be proposed if the resolution in Item 3 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.
Agenda Item	Item 4 – Board Spill Meeting Resolution
Description	As Genesis received a 25% or more ‘no’ vote from shareholders on its remuneration report at its 2012 AGM, it has received a ‘first strike’. If the resolution in Item 3 is passed with 25% or more of the votes cast on the resolution being cast against the resolution, Genesis will have received a ‘second strike’ at this 2013 AGM. Where this occurs, shareholders will vote on this Item 4 (Board Spill Meeting Resolution) at this 2013 AGM to determine whether the directors will need to stand for re-election. If this Board Spill Meeting Resolution passes with 50% or more of eligible votes cast, then the “spill meeting” will take place within 90 days.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT, subject to and conditional on at least 25% of the votes cast on Item 3 being cast against the adoption of the Remuneration Report: (a) another general meeting of the Company (the Spill Meeting) be held within 90 days of the passing of this resolution; (b) all of the directors in office (excluding the Managing Director) when the Board resolution to make the directors’ report for the financial year ended 30 June 2013 was passed (such directors being Eddie Pang, John Zee, John Karajas, Deric Wee, Kim Heng Lim, Alex Hooi Kiang Lim and Patrick Volpe), cease to hold office immediately before the end of the Spill Meeting; and (c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote of shareholders at the Spill Meeting.
Voting Exclusion	The Company will disregard any votes cast on this resolution (in any capacity, whether as proxy or as shareholders) by any of the following persons: (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy is to vote on Item 4; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or (d) cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above.

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Special Business

5. RATIFICATION OF ISSUE OF SHARES

Agenda Item	Item 5 – Ratification of issue of shares
Description	The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for an issue of shares made by the Company on 15 July 2013 under a capital raising placement.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue of 13,998,290 fully paid ordinary shares in the Company at an issue price of $0.09 per share to China Century Overseas Ltd on 15 July 2013 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.
Voting Exclusion	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; (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.

6. APPROVAL OF 10% PLACEMENT CAPACITY

Agenda Item	Item 6 – Approval of 10% placement capacity
Description	Genesis seeks approval of shareholders to be able 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.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as a special resolution: THAT for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an additional 10% of its issued Equity Securities by way of placements over a 12 month period, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.
Voting Exclusion	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.

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7. APPROVAL OF PLACEMENT OF SHARES

Agenda Item	Item 7 – Approval of placement of shares
	Genesis seeks approval of shareholders to be able to issue up to 40,000,000 shares during the period of 3 months after the 2013 AGM (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Description
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 40,000,000 ordinary shares in the Company to such allottees and on such terms as more particularly described in the Explanatory Memorandum accompanying this Notice.
Voting Exclusion	The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who may participate in the placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this resolution is passed. However, the Company will 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.

Dated 24 October 2013

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 2013, or the content of its audit report. Please send your questions to:

The Company Secretary, Genesis Resources Limited Level 1, 61 Spring 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 (Melbourne time) on Monday 18 November 2013.

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 Saturday 23 November 2013 :

• by post at GPO Box 242, Melbourne, Victoria 3001; or

• by personal delivery at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or

• by facsimile: Australia – 1800 783 447, overseas - +61 3 9473 2555; or

• Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Voting and other entitlements at the annual general meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on Saturday 23 November 2013 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

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), which came into effect on 1 July 2011, introduces prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.

However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a proxy form that authorises the Chairman of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chairman to exercise your proxy on Items 3 and 4. In accordance with this express authority provided by you, the Chairman will vote in favour of Item 3 and against Item 4. If you wish to appoint the Chairman of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Company’s Chairman, Mr Eddie Pang, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business, save for Item 4, which he will vote all available undirected proxies against.

If you appoint as your proxy any director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Items 3 and 4, he or she will not vote your proxy on that item of business.

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EXPLANATORY MEMORANDUM

TO NOTICE OF 2013 ANNUAL GENERAL MEETING

1. FINANCIAL AND RELATED REPORTS

Agenda Item	Item 1 – Financial And Related Reports
Explanation	Shareholders are asked to receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2013. The 2013 Annual Report, which contains the Directors’ Report, the Financial Report and the Remuneration Report, is available from the Company's website (www.genesisresourcesltd.com.au).

2. RE-ELECTION OF DIRECTORS

	Item 2a – Election of Mr Alex Hooi Kiang Lim as Director Item 2b – Re-election of Mr Eddie Pang as Director Item 2c – Re-election of Mr John Karajas as Director
Agenda Items
Explanation	It is a requirement under article 6.3(j) of the Company’s constitution and ASX Listing Rule 14.4 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 re- election. Mr Alex Hooi Kiang Lim, who was appointed to the Board on 26 November 2012 under article 6.2(b) of the Company’s constitution, retires as a Director at the 2013 AGM in accordance with article 6.3(j). Mr Alex Hooi Kiang Lim, being eligible under article 6.3(j) of the Company’s constitution, offers himself for re- election as Director. Mr Kim Heng Lim, who was appointed to the Board on 26 March 2013, retires as a Director at the 2013 AGM in accordance with article 6.3(j). Whilst eligible under article 6.3(j) of the Company’s constitution, Mr Kim Heng Lim has advised the Company that he does not intend to offer himself for re-election as Director. Accordingly, Mr Kim Heng Lim will cease to be Director at the conclusion of the 2013 AGM. Article 6.3(c) of the Company’s constitution requires one third of the Directors (rounded down to the nearest whole number) to retire at each Annual General Meeting of the Company. Under Article 6.3(e) of the constitution, the Directors to retire under article 6.3(c) are those who have held office as Director the longest period of time since their last election to office, or in the event that two or more directors have held office for the same period of time, those Directors determined by lot. Mr Eddie Pang, who has held office as Director for the longest period of time since his last election to office in 2011, retires as a Director at the 2013 AGM in accordance with articles 6.3(c) and 6.3(e) of the Company’s constitution. Mr Pang, being eligible under article 6.3(f) of the constitution, offers himself for re- election as Director. Mr John Karajas, being a Director determined by lot to retire as Director in accordancewitharticles 6.3(c) and 6.3(e) ofthe Company’s constitution,

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retires as Director at the 2013 AGM. Mr Karajas, being eligible under article 6.3(f) of the constitution, offers himself for re-election as Director. Please refer to the 2013 Annual Report for information about Messrs Alex Lim, Eddie Pang and John Karajas. The Board, with Mr Alex Hooi Kiang Lim, Eddie Pang and John Karajas Board abstaining on the resolutions the subject of Items 2a, 2b and 2c respectively, Recommendation recommends that shareholders vote in favour of these re-elections. Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of available proxies this item of business.

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

Agenda Item	Item 3 – Adoption of Remuneration Report (Non-Binding Vote)
Explanation	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2013 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;  explains the differences between the basis for remunerating non-executive directors and senior executives, including the Managing Director; and  outlines the Board’s actions in response to the ‘no’ vote of 25% or more on the acceptance of Genesis’ 2012 Remuneration Report at the Company’s 2012 AGM. The vote on this item is advisory only and does not bind the Directors. The Board will take into account the discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the Company. At last year’s AGM, 57% of the votes cast in respect of the resolution to adopt the Company’s 2012 Remuneration Report were cast against that resolution. Because the votes “against” exceeded 25% of the votes cast, the Company recorded what is known as a “first strike” under the new executive remuneration provisions of the_Corporations Act 2001_(Cth). In response to the ‘first strike’, the Directors undertook an informal assessment of executive and non-executive remuneration practices of the Company during the 2012 financial year, details of which are provided in the Company’s 2013 Remuneration Report. Importantly, in reviewing the reasons for the ‘first strike’, the Board considered that the votes of the largest shareholder of Genesis at the time were not counted towards the poll results of the remuneration report resolution, due to a technical error in completing its proxy form, and the subsequent invalidation of the proxy form. Subsequent to the 2012 AGM, the shareholderadvised the Company thatit sought tovotein favourofthe

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remuneration report resolution. On this basis, the Directors believe that a ‘first strike’ would not have been received by Genesis had the shareholder been permitted to exercise its substantial voting power of 18.13% (as at the date of the 2012 AGM) in favour of the resolution.

If (and only if) the votes against the 2013 Remuneration Report represent at least 25% of the votes cast, the Company will receive a “second strike”. Under the Corporations Act 2001 (Cth), if the Company receives a second strike, a resolution must immediately be put to shareholders, allowing shareholders, if they so choose, to pass a resolution to hold fresh elections for directors ( Spill Resolution ). The resolution the subject of Item 4 is the Spill Resolution. If the Spill Resolution is passed, it will be necessary for the Board to convene a further general meeting ( Spill Meeting ) of the Company within 90 days of the AGM in order to consider the composition of the Board. (See Item 4 of the Explanatory Memorandum below for more details.)

	further general meeting (Spill Meeting) of the Company within 90 days of the AGM in order to consider the composition of the Board. (See Item 4 of the Explanatory Memorandum below for more details.)
Voting Exclusion	A voting exclusion statement applies to this item of business, as set out in the Notice.
Board	The Directors unanimously recommend that shareholders vote in favour of
Recommendation	adopting the Remuneration Report.
Chairman’s	The Chairman of the Meeting intends to vote all available proxies in favour of
available proxies	this item of business.

4. BOARD SPILL MEETING RESOLUTION

Note: This resolution will not be proposed if the resolution in Item 3 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.

Note: This resolution will not be proposed if the resolution in Item 3 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.	Note: This resolution will not be proposed if the resolution in Item 3 is passed with less than 25% of the votes cast on the resolution being cast against the resolution.
Agenda Item	Item 4 – Board Spill Meeting Resolution
Explanation	This resolution will only be put to a vote if at least 25% of the votes cast on the resolution to adopt the Remuneration Report (Item 3) are cast against the adoption of the report. Such an ‘against’ vote will constitute a ‘second strike’ for the Company. If the Company receives a ‘second strike’ and this resolution is passed, it will be necessary for the Board to convene a Spill Meeting within 90 days of this 2013 AGM in order to consider the composition of the Board. If a Spill Meeting is held, the following directors will automatically vacate office immediately before the conclusion of the Spill Meeting unless they are willing to stand for re-election and are re-elected at that meeting:  Eddie Pang  John Zee  John Karajas  Deric Wee  Kim Heng Lim  Alex Hooi Kiang Lim  Patrick Volpe If Messrs Alex Hooi Kiang Lim, Eddie Pang and John Karajas are re-elected under the resolutions the subject of Items 2a, 2b and 2c, they will still need to be re-elected at the Spill Meeting to remain in office after the Spill Meeting. The Explanatory Memorandum in respect of Item 3 contains further information relevant to thisitemofbusiness.

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	A voting exclusion statement applies to this item of business, as set out in the Notice.
Voting Exclusion
	The Directors unanimously recommend that shareholders voteAGAINSTItem 4.
Board Recommendation
	The Chairman of the Meeting intends to vote all available proxiesAGAINST Item 4.
Chairman’s available proxies

5. RATIFICATION OF ISSUE OF SHARES

Agenda Item	Item 5 – Ratification of issue of shares
Explanation	The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for an issue of 13,998,290 shares made by the Company on 15 July 2013 to China Century Overseas Ltd at an issue price of $0.09 per share (Placement). The Company raised $1,259,846.10 under the Placement, with the objective of the using the funds to pay for costs of the Placement and finance the Company’s significant and sustained drilling programs at the Plavica Project in Macedonia. The Placement was made pursuant to a capital raising mandate entered into by the Company with Rich Asia Ventures Ltd, an advisory house based in Malaysia with regional offices in Singapore and Hong Kong, under which Rich Asia Ventures Ltd agreed to act as lead manager to the Placement. For further details on this capital raising mandate, refer to the Company’s ASX announcement dated 15 July 2013.
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. Save for as otherwise set out in this Notice, 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 ListingRule 7.2.

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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 its exploration programs 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.

Information required to be provided under the ASX Listing Rules

As stated above, the Company completed the Placement to China Century Overseas Ltd, a strategic sophisticated investor introduced to the Company by the lead manager to the Placement, and raised approximately $1.26 million.

The Company confirms that the issue of shares the subject of the Placement 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 following information is provided to shareholders:

• Reason for issue – to raise funds to pay for costs of the Placement and finance the Company’s significant and sustained drilling programs at the Plavica Project in Macedonia

• Date of issue – 15 July 2013

• No. of shares issued – 13,998,290

• Issue price per share – $0.09 per share

• Terms of issue – fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company

• Recipient of issue – China Century Overseas Ltd

• Use of funds raised – to provide capital to fund the Company’s ongoing exploration activities associated with its Plavica Project in Macedonia.

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

Board The Directors unanimously recommend that shareholders vote in favour of this Recommendation item. Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of available proxies this item of business.

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6. APPROVAL OF 10% PLACEMENT CAPACITY

Agenda Item	Item 6 – Approval of 10% placement capacity
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 6 is aspecial 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.
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: Ais 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 Dis 10%. Eis thenumberof Equity Securitiesissued oragreed to beissued under ASX

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

• (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 validity In the event that the Company obtains shareholder approval of the resolution the of shareholder subject of Item 6, such approval will cease to be valid upon the earlier of: approval (a) 12 months after the date of this Annual General Meeting, being 11 November 2014;

• (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.

( Placement Period )

INFORMATION TO BE PROVIDED TO SHAREHOLDERS UNDER ASX LISTING RULE 7.3A

Minimum issue	The issue price of Equity Securities issued under the 10% Placement Capacity
price	must 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:

	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.
Risk of dilution to	If the resolution the subject of Item 6 is approved by shareholders, any issue of
shareholders	Equity Securities under the 10% Placement Capacity may present a risk of
	economic and 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 this Annual General
		Meeting; and

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• 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 $0.09 per share which was the closing price of the Company’s shares on the ASX on 1 October 2013; and

• the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 153,982,858. This assumes that all shares issued by the Company to date are ratified and approved by shareholders under Item 5.

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%.

			Dilution
				100% increase in issue price $0.18
VARIABLE ‘A’		50% decrease in issue price $0.045	Issue price $0.09
Current Variable ‘A’ 153,982,858 shares	10% voting dilution	15,398,286 shares	15,398,286 shares	15,398,286 shares
	Funds raised
		$692,922.86	$1,385,845.72	$2,771,691.44
50% increase in current Variable ‘A’ 230,974,287 shares	10% voting dilution	23,097,429 shares	23,097,429 shares	23,097,429 shares
	Funds raised
		$103938429	$ 207876858	$415753717
		,,.	,,.	,,.
	10% voting dilution	30,796,572 shares	30,796,572 shares	30,796,572 shares
100% increase in current Variable ‘A’ 307,965,716 shares
	Funds raised			$5,543,382.89
		$1,385,845.72	$2,771,691.44

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

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----- Start of picture text -----

Period of validity
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  - 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 $0.09, being the closing price of the Company’s shares on the ASX on 1 October 2013.

• Period of validity The Company will only issue and allot the Equity Securities during the Placement Period. The approval under the resolution the subject of Item 6 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 issue The Company may seek to issue the Equity Securities for the following of shares under purposes: 10% Placement Capacity (a) non-cash consideration for the acquisition of the new resources, assets and investments, in which event the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (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 policy The Company may not issue any or all the Equity Securities for which approval is given 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 funds; and

4. 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

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	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 allottees 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.
Previous approval	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	Any shares issued under the 10% Placement Capacity will rank equally with all other existing shares on issue in the Company.
GENERAL INFORMATION
	A voting exclusion statement applies to this item of business, as set out in the Notice.
Voting Exclusion
	The Directors unanimously recommend that shareholders vote in favour of this item.
Board Recommendation
	The Chairman of the Meeting intends to vote all available proxies in favour of this item of business.
Chairman’s available proxies

7. APPROVAL OF PLACEMENT OF SHARES

Agenda Item	Item 7 – Approval of placement of shares
Explanation	The resolution the subject of Item 7 seeks shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 40,000,000 ordinary shares in Genesis at an issue price of not less than 80% of the average market price of shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made (Proposed Placement).
Purpose of funds raised	The Company’s Plavica Project comprises seven tenements; a concession licence for each of the seven tenements has been granted to the Company’s joint venture partner for a term of 4 years to April 2014. As notified to the market, the Company is in the process of conducting a significant drilling program at one out of the seven tenements (Plavica Tenement); the Plavica Tenement represents, in the Board’s opinion, a key area with the most geologically valuable potential within the overall concession area of the Plavica Project. In order to earn a 62% participating interest in the Plavica Tenement, Genesis has to complete a Macedonian Government Feasibility Study (FFS) for the Plavica Tenement before April 2014. With regard to the Company’s objective of completing an FFS for the Plavica Tenement by April 2014, the Board continues to expedite the Company’s drilling programs at the Plavica Tenement. Inaddition, theBoard continues to expendfunds at theremaining

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six concession licences in order to meet minimum commitment expenditures at those tenements.

The Board has reviewed the Company’s cash flow position and budgeted expenditure for 2014, and has determined that the Company will require additional funds in order to achieve an FFS at the Plavica Tenement by April 2014, and in order to maintain its expenditure at the other six concession licences. Should the Board elect to raise capital solely through the issue of shares, it is likely that Genesis will have to issue shares in excess of its 15% capacity under Listing Rule 7.1 (in the absence of application of any exceptions under Listing Rule 7.2).

Any funds raised under the Proposed Placement will be used to pay for costs associated with the placement, fund drilling programs at the Plavica Project as well as completion of an FFS at the Plavica Tenement, and fund Genesis’ exploration programs at its Australian tenements.

In recognition of the dilutionary effect of equity capital raisings on shareholders, the Board continues to explore other capital raising opportunities to equip the Company with the financial capacity to achieve its objectives; however the Board considers it prudent to maintain the flexibility to raise equity capital from investors should the Directors consider it to be in the best interests of the Company to do so.

ASX Listing Rules

ASX Listing Rule 7.1 provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

The effect of Item 7 will be to allow the Company to issue up to 40,000,000 Shares during the period of 3 months after the 2013 AGM (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity.

Specific information required by ASX Listing Rule 7.3

In accordance with ASX Listing Rule 7.3, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.1, the following information is provided to shareholders:

Maximum no. of Shares to be issued

40,000,000

Date by which The Company will issue and allot the shares under Shares will be the Proposed Placement no later than 3 months issued after the date of the 2013 AGM (or such longer period of time as ASX may in its discretion allow).

Issue price per The shares under the Proposed Placement will be Share allotted at an issue price that is not less than 80% of the average market price of Genesis shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made.

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Basis on which The Directors intend that the Shares be issued and allottees will be allotted to various sophisticated investors and determined professional investors introduced to the Company by the Company’s advisors and/or invited by the Company to participate in the Proposed Placement; however the Company will ensure that no shares are allotted to related parties or associates of related parties of the Company. Terms of shares Fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company. Use of funds raised The funds raised under the Proposed Placement will be used to pay for costs associated with the placements and for the purposes described above. Progressive issue The Directors intend that issue of the shares under the Proposed Placement will occur progressively. Voting Exclusion A voting exclusion statement applies to this item of Statement business, as set out in the Notice.

Given the current challenging environment for capital raising and based on Proposed advice to the Company from its advisors and the knowledge that ongoing Placement facility funding of the Company’s projects will be required, the Directors are of the to lapse if not view that it is prudent at this time to seek approval for the Proposed Placement utilised facility; however, at this point in time, there has been no determination to place any of the Proposed Placement, and accordingly, if approved by shareholders, but not utilised by the Company, the Proposed Placement facility will lapse within three (3) months after the date of the 2013 AGM. Board The Directors unanimously recommend that shareholders vote in favour of this Recommendation item. Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of available proxies this item of business.

DEFINITIONS

Company or Genesis	Means Genesis Resources Limited ACN 114 787 469
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).

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

-ENDS-

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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

T 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 10:00am (Melbourne time) Saturday 23 November 2013

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

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SRN/HIN: I9999999999

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

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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. I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

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

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the Chairman of the Meeting

 PLEASE NOTE: Leave this box blank if OR 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 Ltd to be held at Best Western Plus, The Tudor Box Hill, Regal Room, 1101 Whitehorse Road, Box Hill, Victoria 3128 on Monday 25 November 2013 at 10.00 am (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 3 and 4 (except where I/we have indicated a different voting intention below) even though Items 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

The Chairman of the Meeting intends to vote undirected proxies in favour of each Item of business with the exception of Item 4 where the Chairman of the Meeting will be voting against .

Important Note: 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 Item 3 and 4 by marking the appropriate box in step 2 below.

Items of Business 

ORDINARY 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.

Item	2a	Election of Mr Alex Hooi Kiang Lim as Director
Item	2b	Re-election of Mr Eddie Pang as Director
Item	2c	Re-election of Mr John Karajas as Director
Item	3	Adoption of Remuneration Report (Non-Binding Vote)
Item	4	Board Spill Meeting Resolution

SPECIAL BUSINESS

Item	5	Ratification of issue of shares
Item	6	Approval of 10% placement capacity
Item	7	Approval of placement of shares

SIGN

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

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

G E S

1 7 4 0 5 9 A