GENESIS RESOURCES LIMITED — AGM Information 2016

Oct 12, 2016

Notice of annual general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: Friday 11 November 2016 Time: 3.00 pm (Melbourne time) Place: RSM Australia Level 21, 55 Collins Street Melbourne, Victoria, 3000

NOTICE OF 2016 ANNUAL GENERAL MEETING

NOTICE is given that the 2016 Annual General Meeting of Genesis Resources Limited ACN 114 787 469 will be held at RSM Australia, Level 21, 55 Collins Street, Victoria 3000 on Friday 11 November 2016 at 3.00 pm (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	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 2016.

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

Resolution 1	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 2016 Annual Report and is available from the Company's website (www.genesisresourcesltd.com.au). In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the directors or the Company.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “THATthe Remuneration Report for the for the financial year ended 30 June 2016 included in the Directors’ Report of the Annual Report as required under section 300A of the Corporations Act, be adopted by the Company.”
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 Resolution 1; 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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3. RE-ELECTION OF DIRECTORS

Resolution 2	Re-election of Mr Kim Heng Lim as Director
Description	Mr Kim Heng Lim, who was appointed as a Director on 31 May 2016, 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 anordinary resolution: “THATMr Kim Heng Lim, having retired from his office as a Director in accordance with article 6.3(j) of the constitution and, being 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
Resolution 3	Re-election of Mr Chin Niap Mah as Director
Description	Mr Chin Niap Mah, who was appointed as a Director on 31 May 2016, 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 anordinary resolution: “THATMr Chin Niap Mah, having retired from his office as a Director in accordance with article 6.3(j) of the Company’s constitution and, being 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
Resolution 4	Re-election of Mr Deric Wee as Director
Description	Mr Wee 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 anordinary resolution: “THATMr Deric Wee, 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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4. APPROVAL OF 10% PLACEMENT CAPACITY

Resolution 5	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 ASX Listing Rule 7.1.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as aspecial resolution: “THATfor 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.

5. APPROVAL OF PROPOSED PLACEMENT SHARES

Resolution 6	Approval of issue of Proposed Placement Shares
Description	Genesis seeks approval of shareholders to be able to issue up to 100,000,000 fully paid ordinary shares during the period of 3 months after the Meeting (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATfor the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 100,000,000 fully paid 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 Proposed 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.

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Dated 13 October 2016

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, RSM Australia, in relation to the conduct of the external audit for the year ended 30 June 2016, 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 Friday 4 November 2016.

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 the 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 3.00 pm (Melbourne time) on Wednesday 9 November 2016 :

• online by going to investorvote.com.au or by scanning the QR code, found on the enclosed proxy form with your mobile device

• 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 Wednesday 9 November 2016 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).

Proxy voting by the Chair

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes 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 Chair 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 Chair to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chair 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.

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 Resolution 1, he or she will not vote your proxy on that item of business.

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EXPLANATORY MEMORANDUM

TO NOTICE OF 2016 ANNUAL GENERAL MEETING

1. FINANCIAL AND RELATED REPORTS

Item

Financial and Related Reports

Explanation

Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2016 to be laid before the Company’s 2016 Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of Genesis and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2016 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2016 Annual Report is available from the Company's website (www. genesisresourcesltd.com.au) The Chair of the meeting will allow a reasonable opportunity at the meeting for shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor RSM Australia questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2016, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of RSM Australia in relation to the conduct of the audit.

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

Resolution 1

Adoption of Remuneration Report (Non-binding resolution)

Explanation

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2016 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 Managing Director. The vote on this resolution is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this resolution and the outcome of the vote when considering the future remuneration policies and practices of the Company.

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Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.
Chair’s available proxies	The Chair of the Meeting intends to vote all available proxies in favour of this Resolution 1.

3. RE-ELECTION OF DIRECTORS

Resolutions 2 to 4	Re-election of Directors
Explanation	Article 6.3(j) of the Company’s constitution requires that any Director appointed by the Board as a Director of the Company pursuant to article 6.2(b) of the constitution must retire from their office as a Director at the next annual general meeting of the Company (unless the Director retired at an extraordinary general meeting held prior to the annual general meeting, pursuant to article 6.3(i) of the constitution). Article 6.3(j) further provides that a Director retiring at an annual general meeting pursuant to article 6.3(j) is eligible for re-election at that meeting. Messrs Kim Heng Lim and Chin Niap Mah were both appointed as Non-Executive Directors of the Company pursuant to article 6.2(b) of the constitution on 31 May 2016, and accordingly Messrs Lim and Mah are retiring at the 2016 Annual General Meeting and offering themselves for re-election pursuant to article 6.3(j) of the constitution. Article 6.3(c) of the Company’s constitution requires one third of the Directors (rounded down to the nearest whole number), other than the Managing Director, 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 for 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 Deric Wee, who has held office as Director for the longest period of time since his last election to office on 26 November 2015, retires as a Director at the 2016 Annual General Meeting in accordance with articles 6.3(c) and 6.3(e) of the Company’s constitution. Mr Wee, being eligible under article 6.3(f) of the constitution, offers himself for re-election as Director.
About Mr Kim Heng Lim	Mr Lim was appointed to the Board on 31 May 2016 as a Non-Executive Director. Due to Mr Lim’s substantial shareholding in the Company, the Board does not consider Mr Lim to be an independent Director. Mr Lim has an MBA from Southern California University and is the founder and managing director of Senheng Electric (KL) Sdn Bhd (Senheng Electric), a large retail outlet chain in Malaysia, which was established in 1989 and has more than 130 stores retailing electronics. Mr Lim has won several awards, including Franchise of the Year, Entrepreneur of the Year, and Best Employer of Choice. Mr Lim has not held any directorships of other ASX listed companies in the last three years. He currently has a relevant interest in 88,784,597 fully paid ordinary shares in the Company.

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About Mr Chin Niap Mah	Mr Mah was appointed to the Board on 31 May 2016 as a Non-Executive Director. The Board considers Mr Mah to be an independent Director on the basis that he is free from any interest, position, association or relationship that might influence, or reasonably be perceived to influence the independent exercise of his judgement. Mr Mah obtained the Chartered Certified Accountant qualification from the Association of Chartered Certified Accountants (ACCA) in 2004 and is currently a Fellow member of ACCA and the Malaysian Institute of Accountants. Mr Mah possesses more than 25 years of finance and accounting experience, having held positions in various companies from a diverse range of industries. He also holds an MBA from Golden State University. Mr Mah has served as the Chief Financial Officer of Senheng Electric since September 2008. Mr Mah has not held any directorships of other ASX listed companies in the last three years. He currently has a relevant interest in 16,764,706 fully paid ordinary shares in the Company.
About Mr Deric Wee	Mr Wee was appointed to the Board on 16 January 2013 as an independent Non-Executive Director. Mr Wee also served as Director of the Company from 11 December 2009 to 26 November 2012. Prior to joining the Board in December 2009, Mr Wee had been involved in the financial services industry since 1989 as a stockbroker and investment banker. Mr Wee worked within well-established financial services companies which are part of financial and banking conglomerates in Malaysia. Mr Wee acquired extensive experience and competence in key areas including sales, marketing, share and stock trading, and co-ordinated a number of corporate strategies such as initial public offerings, mergers and acquisitions, restructurings, placements and advisory services relating to securities listed on Bursa Malaysia and the ASX. Mr Wee has not held any directorships of other ASX listed companies in the last three years. Mr Wee currently has a relevant interest in 1,860,000 fully paid ordinary shares in the Company.
Board Recommendation	The Board, with Messrs Lim, Mah and Wee abstaining from making recommendations on Resolutions 2, 3 and 4 respectively, recommends that shareholders vote in favour of Resolutions 2 to 4.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 2 to 4.

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4. APPROVAL OF 10% PLACEMENT CAPACITY

Resolution 5	Approval of 10% Placement Capacity
General	Under ASX 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 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 ASX Listing Rule 7.1. Resolution 5 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 3 October 2016, the Company’s indicative market capitalisation is $13,869,799 (based on a closing share price of $0.03 on 3 October 2016). As Genesis’ market capitalisation is less than $300 million, and Genesis is not included in the S&P/ASX 300 Index, the Company is considered eligible to seek shareholder approval under ASX 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 ASX 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 ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity Dis 10%. Eis 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.

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Conditions	There are a number of conditions applicable to the issue of Equity Securities under Listing
of issue	Rule 7.1A, including a limitation on the discount to prevailing market price at which they
under the	may be issued, and additional disclosure requirements. A summary of these conditions is
10%	as follows:
Placement
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 each Equity Security issued under the 10% Placement Capacity must be no less than 75% of the volume weighted average market price ( VWAP ) for Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either:

• i. the date on which the price at which the Equity Securities are to be issued is agreed; or

• ii. if the Equity Securities are not issued within 5 trading days of the date in paragraph (i), the date on which the securities are issued.

• Period of In the event that the Company obtains shareholder approval of Resolution 5, such validity of approval will cease to be valid upon the earlier of: shareholder approval (a) 12 months after the date of this Annual General Meeting, being 11 November 2017;

• (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 price

The issue price of each Equity Security issued under the 10% Placement Capacity must be no less than 75% of the VWAP for Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either: i. the date on which the price at which the Equity Securities are to be issued is agreed; or ii. if the Equity Securities are not issued within 5 trading days of the date in paragraph (i), the date on which the securities are issued.

Risk of dilution to shareholders

If Resolution 5 is approved by shareholders, any issue of 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  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 $0.03 per share which was the closing price of the Company’s shares on the ASX on 3 October 2016; and

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• the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue 12 months before the date of this Notice:

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

• plus the number of partly paid ordinary shares that because fully paid in the 12 months,

• plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under ASX Listing Rules 7.1 and 7.4,

• o less the number of fully paid ordinary shares cancelled in the 12 months;

being 450,435,472 fully paid ordinary shares.

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 $0.015	Issue price $0.03	100% increase in issue price $0.06
Current Variable ‘A’ 450,435,472 shares	10% voting dilution	45,043,547 shares	45,043,547 shares	45,043,547 shares
	Funds raised	$675,653.21	$1,351,306.42	$2,702,612.83
50% increase in current Variable ‘A’ 675,653,208 shares	10% voting dilution	67,565,321 shares	67,565,321 shares	67,565,321 shares
	Funds raised	$1,013,479.81	$2,026,959.62	$4,053,919.25
100% increase in current Variable ‘A’	10% voting dilution	90,087,094 shares	90,087,094 shares	90,087,094 shares
900,870,944 shares	Funds raised	$1,351,306.42	$2,702,612.83	$5,405,225.66

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 (if any) 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.

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	(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 $0.03, being the closing price of the Company’s shares on the ASX on 3 October 2016.
Period of validity	The Company will only issue and allot the Equity Securities during the Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or ASX Listing Rule 11.2 (disposal of main undertaking).
Reason for issue of shares under 10% Placement Capacity	The Company may seek to issue the Equity Securities for the following purposes: (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 ASX 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 ASX 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 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.

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	Previous approval		The Company previously obtained approval under ASX Listing Rule 7.1A on 26 November 2015. In accordance with ASX Listing Rule 7.3A.6, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.1A, the following information is provided to shareholders: As at 11 November 2015, being the date that is 12 months prior to the 2016 Annual General Meeting, the Company had the following Equity Securities on issue: Class of Equity Securities Number Ordinary shares 300,743,205 TOTAL 300,743,205 The table below shows the number and type of Equity Securities issued by the Company in the 12 months prior to the 2016 Annual General Meeting, and the percentage they represent of the total number of Equity Securities on issue at 11 November 2015 (being 300,743,205). Issue number Date of issue Class of Equity Securities No. issued % represented of total number of Equity Securities 1 26/02/16 Ordinary shares 57,002,640 18.95% 2 06/05/16 Ordinary shares 27,139,541 9.02% 3 23/09/16 Ordinary shares 10,774,579 3.58% 4 03/10/16 Ordinary shares 66,666,667 22.16% TOTAL 161,583,427 53.73% All Equity Securities issued by the Company in the 12 months prior to the 2015 Annual General Meeting were ordinary shares, which have the same terms and rank equally in all respects with existing shares in the Company. Specific information in relation to each issue is as follows: Issue number Reason for issue Recipient Issue price per share Discount/ premium to market price Total cash consideration 1 Retirement of debt Mr Ming Teck Yau Nil, deemed issue price of $0.055 per share 166.67% premium $1,710,079.20 (current cash valuation based on the market price of GES shares on 3 October 2016) 2 Capital raising placement to sophisticated investor Mr Chun Men Leo Yu $0.04 29.82% discount $1,085,581.64 3 Capital raising; pro-rata non- renounceable rights issue Existing shareholders of the Company under rights issue $0.03 Same price $323,237.37 4 Underwritten shares pursuant to rights issue S Active Holding Sdn Bhd $0.03 Same price $2,000,000 The Company has raised a total of $3,408,819.01 through the issue of ordinary shares in the 12 months prior to the 2016 Annual General Meeting (see items 2 – 4 in the tables above). These funds have been used to finance the Company’s ongoing drilling and exploration programs at its Plavica Project and in Australia, and for general working capital requirements.
Ranking of shares		Any shares issued under the 10% Placement Capacity will rank equally with all other existing shares on issue in the Company.

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

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	GENERAL INFORMATION
Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of this resolution.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

5. APPROVAL OF PROPOSED PLACEMENT SHARES

Resolution 6	Approval of issue of Proposed Placement Shares
Explanation	Resolution 6 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of up to 100,000,000 fully paid ordinary shares in Genesis at an issue price that is not less than 80% of the volume weighted average market price of the Company’s 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 is seeking shareholder approval to be able to undertake the Proposed Placement in order to raise funds. The funds raised under Proposed Placement will be used for Genesis’ general working capital purposes, and to fund Genesis’ joint venture obligations with respect to the Plavica Project as described below. Fund Raising for Plavica Project As announced to the market on 12 May 2015, Silgen Resources International Ltd, Kratovo (Silgen), the joint venture company owned by the Company and its joint venture partner RIK Sileks AD Kratovo (Sileks) in 62% and 38% proportions respectively, has been granted a 30 years exploitation (mining) licence for the Plavica tenement (Licence). As the joint venture party responsible for managing the Plavica Project, the Company is seeking to raise capital under the Proposed Placement to meet its obligations under its joint venture agreement with Sileks to undertake infill and extensional drilling and complete a feasibility study in respect of the exploitation licence area (as required to obtain funding for mine development). Genesis expects to complete the proposed infill and extensional drilling and the feasibility study within 2.5 years of the JV Company being granted the exploitation licence, and has agreed to commit up to US$7.5M for such activities.
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 Resolution 6 will be to allow the Company to issue up to 100,000,000 shares during the period of 3 months after the Extraordinary General Meeting (or a longer period if allowed by ASX) without using the Company’s 15% Capacity.

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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 100,000,000. Date by which shares will be issued The Company will issue and allot the shares under the Proposed Placement no later than 3 months after the date of the 2016 Annual General Meeting (or such longer period of time as ASX may in its discretion allow). Issue price per share The shares under the Proposed Placement will be allotted at an issue price that is not less than 80% of the volume weighted average market price of the Company’s shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made. Basis on which allottees will be determined The Directors intend that the shares be issued and allotted to various sophisticated investors and professional investors introduced to the Company by the Company’s advisors and/or invited by the Company to participate in the Proposed Placement. 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 Proposed Placement and for the purposes described above. Progressive issue The Directors intend that the issue of the shares under the Proposed Placement will occur progressively. Voting Exclusion Statement A voting exclusion statement applies to this resolution, as set out in the Notice.
Proposed Placement facility to lapse if not utilised	In the event that Resolution 6 is approved by shareholders, but not utilised by the Company, the Proposed Placement facility will lapse within 3 months after the date of the Extraordinary General Meeting.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of this resolution.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

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DEFINITIONS

	DEFINITIONS
Board	Means the board of Genesis Resources Limited.
Companyor Genesis	Means Genesis Resources Limited ACN 114 787 469.
Constitution	Means the constitution of Genesis Resources Limited.
Director	Means a director of the Board of Genesis Resources Limited.
Closely Related Party (of a member of KMP of an entity)	Has the definition given to it by section 9 of the Corporations Act, and means: a) a spouse or child of the member; or b) a child of the member's spouse; or c) a dependant of the member or of the member's spouse; or d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or e) a company the member controls; or f) a person prescribed by the regulations for the purposes of this definition (nothing at this stage).
Key Management 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.
Proposed Placement	Means the capital raising placement the subject of Resolution 6 which the Company proposes to undertake, under which the Company will issue up to 100,000,000 fully paid ordinary shares at an issue price that is not less than 80% of the volume weighted average market price of the Company’s 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 Shares	Means the 100,000,000 fully paid ordinary shares proposed to be issued under the Proposed Placement.

-ENDS-

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

Lodge your vote:

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
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Online:

www.investorvote.com.au

ACN 114 787 469

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By Mail:

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

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

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Vote and view the annual report online



• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• • Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

 For your vote to be effective it must be received by 3.00 pm (Melbourne time) Wednesday, 9 November 2016

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 or abstain as they choose (to the extent permitted by law). 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 for Postal Forms

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 help tab, "Printable 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.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

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

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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

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

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I/We being a member/s of Genesis Resources Limited 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 Limited to be held at RSM Australia, Level 21, 55 Collins Street, Melbourne, Victoria, 3000 on Friday, 11 November 2016 at 3.00 pm (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 Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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 Resolution 1 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE:If you mark theAbstainbox 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 Abstain

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report (Non-Binding Vote)
Resolution	2	Re-election of Mr Kim Heng Lim as Director
Resolution	3	Re-election of Mr Chin Niap Mah as Director
Resolution	4	Re-election of Mr Deric Wee as Director
Resolution	5	Approval of 10% Placement Capacity
Resolution	6	Approval of Issue of Proposed Placement Shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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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