GENESIS RESOURCES LIMITED — AGM Information 2019

Oct 24, 2019

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Notice of annual general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: Thursday 28 November 2019 Time: 11.00 am (Melbourne time) Place: RSM Australia Level 21, 55 Collins Street Melbourne, Victoria, 3000

NOTICE OF 2019 ANNUAL GENERAL MEETING

NOTICE is given that the 2019 Annual General Meeting of Genesis Resources Limited ACN 114 787 469 will be held at RSM Australia, Level 21, 55 Collins Street, Melbourne Victoria 3000 on Thursday 28 November 2019 at 11.00 am (Melbourne time).

BUSINESS

Shareholders are invited to consider the following items of business at the 2019 Annual General Meeting ( Meeting ):

1. Financial and related reports

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 2019.

2. Adoption of Remuneration Report (non-binding resolution)

Resolution 1	Adoption of Remuneration Report (non-binding resolution)
Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2019 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 anordinary resolution: “THATthe Remuneration Report of the Company and its controlled entities for the year ended 30 June 2019 be adopted.”
Voting Exclusion	The Company will disregard any votes cast on this resolution:  by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year ended 30 June 2019, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast; and  as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party. However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this resolution:  in accordance with the directions of how to vote on the Proxy Form; or  by the Chairman of the Meeting pursuant to an express authorisation on the Proxy Form.

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3. Re-election of Directors

Resolution 2A	Re-election of Mr Chin Niap Mah as Director
Description	Mr Chin Niap Mah retires as a Director of the Company in accordance with Articles 6.3(c) and 6.3(e)(i) 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: “THAT Mr Chin Niap Mah, having retired from his office as a Director in accordance with Article 6.3(c) and (e)(i) of the Company’s constitution and, being eligible, having offered himself for re-election under Article 6.3(f) of the constitution, be re-elected as a Director of the Company.”
Resolution 2B	Re-election of Mr Yau Young Lim as Director
Description	Mr Yau Young Lim retires as a Director of the Company in accordance with Articles 6.3(c) and 6.3(e)(ii) 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: “THAT Mr Yau Young Lim, having retired from his office as a Director in accordance with Articles 6.3(c) and 6.3(e)(ii) 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.”

4. Repeal and replacement of Company constitution

Resolution 3	Repeal and replacement of Company constitution
Description	The Company’s current constitution has not been renewed or amended since 7 August 2006. There have been substantial changes to the applicable laws and regulations since that time, and the Company seeks to repeal its current constitution and replace it with an updated constitution that is consistent with the current applicable laws, regulations and corporate governance practices.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as a special resolution: “THAT, for the purposes of section 136(1)(b) of the Corporations Act 2001 (Cth), and for all other purposes, the constitution comprising the document tabled at the meeting and signed by the Chairman of the meeting for the purposes of identification, be approved and adopted as the constitution of the Company in substitution for and to the exclusion of the existing constitution which is repealed in its entirety.”

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5. Approval for issue of Shares

Resolution 4	Approval for issue of Proposed Placement Shares
Description	The Company seeks approval of shareholders to be able to issue up to 500,000,000 Shares under a Proposed Placement during the period of 3 months after the Meeting 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: “THAT for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 500,000,000 Shares in the Company to such allottees and on such terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast in favour on this resolution by: (a) any person who may participate in the proposed issue of the Proposed Placement Shares; and (b) any person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed; and (c) any associates of the persons named in sub-paragraphs (a) and (b). However, the Company will not disregard a vote if it is cast by: (d) a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or (e) the Chairman of the Meeting, as proxy for a person entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Approval of 10% Placement Capacity

Resolution 5	Approval of 10% Placement Capacity under Listing Rule 7.1A
Description	The Company 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 15% Placement Capacity under ASX Listing Rule 7.1A.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as anordinary 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 such terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice.”

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Voting Exclusion

The Company will disregard any votes cast in favour of 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 Shares, 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 person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or  the Chairman of 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: 25 October 2019

By order of the Board of Genesis Resources Limited

Alyn Tai 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 2019, or the content of its audit report. Please send your questions to:

The Company Secretary, Genesis Resources Limited Level 8, 555 Bourke Street, Melbourne VIC 3000 T. 03 9321 9834 E. info@genesisresourcesltd.com.au

Written questions must be received by no later than 5.00pm (Melbourne time) on Thursday 21 November 2019.

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 11.00am (Melbourne time) on Tuesday 26 November 2019 :

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

• 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 Tuesday 26 November 2019 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 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 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 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 Chairman of the Meeting 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 2019 ANNU AL GENERAL MEETING

1. Financial and related reports

Item 1: Financial and related reports Section 317 of the Corporations Act requires the Company’s financial report, Explanation directors’ report and auditor’s report for the financial year ended 30 June 2019 to be laid before the Company’s 2019 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 2019 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2019 Annual Report is available from the Company's website (www.genesisresourcesltd.com.au) The Chairman 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 2019, 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 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)	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 2019 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.
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.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this Resolution 1.

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3. Re-election of Directors

Resolutions 2A and 2B: Re-election of Directors	Resolutions 2A and 2B: Re-election of Directors
Explanation	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 Kim Heng Lim and Mr Deric Wee both retire as Directors at the Annual General Meeting in accordance with Articles 6.3(c) and 6.3(e) of the Company’s constitution. Mr Lim and Mr Wee, being eligible under Article 6.3(f) of the constitution, each offers himself for re-election as Director.
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. Mr Mah does not have a relevant interest in any shares in the company.
About Mr Yau Young Lim	Mr Lim was appointed to the Board on 21 November 2016 as a Non-Executive Director. Mr Lim obtained his Bachelor of International Business degree from Macquarie University (Sydney, Australia) in 2009, and a Master of Business in Marketing from the University of Technology in Sydney in 2011. He also obtained an executive degree in Business Analytics & Big Data from Harvard Business School in 2016. He is currently the Head of Training and Development for Senheng Electric (KL) Sdn Bhd, Malaysia's largest consumer electrical retail store, where he is mainly responsible for improving the job performance of employees through systematic and high-impact methods. Concurrently, Mr Lim is the Head of Recruitment for Senheng Electric KL) where he is mainly responsible for the identification, shortlisting, and recruitment of employees to enhance the business performance and meet the company objectives. Prior to these positions, he has headed various areas of the company for over 7 years such as Customer Loyalty & Big Data, Merchandising, and Marketing for Senheng Electric (KL) Sdn Bhd. Mr Lim also sits on the board of Purple League (M) Sdn Bhd, a Malaysian private limited company. Purple League (M) Sdn Bhd is the organiser of Malaysia's first professional badminton league, with the world's top players and participation of more than 15 countries, and which is broadcasted in more than 10 countries. The league is sanctioned by the Badminton Association of Malaysia and the Badminton World Federation. The league is supported by the Youth and Sports Ministry of Malaysia. Mr Lim also serves as the Executive Assistant to the Chief Operating Officer of Petsmore Sdn Bhd,a Malaysianprivate limited company. Petsmore Sdn Bhd is

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	Malaysia’s largest Pets’ retail store which carries a large variety of domestic pet goods including consumables and household. Petsmore Sdn Bhd also provides grooming services and pet boarding services throughout their outlets. Mr Lim has a relevant interest in 106,491,446 fully paid ordinary shares in the Company.
Board Recommendation	The Board, with Mr Chin Niap Mah and Mr Yau Young Lim abstaining from making recommendations on Resolution 2A and Resolution 2B respectively, recommends that shareholders vote in favour of Resolutions 2A and 2B.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 2A and 2B.

4. Repeal and replacement of Company constitution

Resolution 3	Repeal and Replacement of Company constitution
Explanation	The Company’s current constitution has not been renewed or amended (other than to update the Company’s name) since August 2006. There have been substantial changes in the applicable laws and regulations since that time, and accordingly the Company seeks to repeal the constitution and replace it with an updated constitution that is consistent with the current applicable laws, regulations corporate governance practices. A copy of the proposed new constitution will be sent to any shareholder on written request made to: Ms Alyn Tai Company Secretary Level 8, 555 Bourke Street, Melbourne, VIC 3000 T +61 3 9321 9834 F +61 3 9321 9900 E info@genesisresourcesltd.com.au A copy will also be available for inspection at the Annual General Meeting. For a summary of the rights and liabilities attaching to shares and other material provisions of the proposed new constitution, refer to Annexure 1. The resolution the subject of Resolution 3 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.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of Resolution 3.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 3.

5. Approval for issue of Shares

Resolution 4: Approval of issue of Proposed Placement Shares

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Explanation	Resolution 4 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of up to 500,000,000 Shares in order to raise funds during the 3 months after the Meeting under potential capital raising placement(s), without using the Company’s 15% placement capacity under ASX Listing Rule 7.1 (Proposed Placement).
Purpose of funds raised	If the Proposed Placement is undertaken, the funds raised under the Proposed Placement will be used for Genesis’ general working capital purposes, and to further the Company’s projects, particularly the Plavica Project, and ongoing exploration at the Company’s Australian projects.
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 4 will be to allow the Company to issue up to 500,000,000 Shares during the period of 3 months after the General Meeting without using the Company’s 15% Capacity.
Specific information for Resolution 4	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 500,000,000 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 Meeting (or such longer period of time as ASX may in its discretion allow). The allotment may occur at one time or progressively as best assessed by the Company. Issue price per share The Shares under the Proposed Placement will be issued 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 names of the proposed allottees are not known and the quantity of the Shares to be issued to each allottee is not known. The Company intends that the Shares will 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, at the Board’s discretion. 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.

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	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 4 is approved by shareholders, but not utilised by the Company, the Proposed Placement facility will lapse within 3 months after the date of the Annual 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.

6. Approval of 10% Placement Capacity

Resolution 5: 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 Company, 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 ASX 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 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: A is the number of shares on issue 12 months before the date of issue or agreement:  plus the number of fully paid shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;  plus the number of partly paid shares that became fully paid in the previous 12 months(there arepresentlynopartly paid shares on issue in the Company);

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	 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%.
	E is the number of Equity Securities issued or agreed to be issued under ASX
	Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue
	that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or
	7.4.
Conditions of	There are a number of conditions applicable to the issue of Equity Securities under
issue under the	ASX Listing Rule 7.1A, including a limitation on the discount to prevailing market
10% Placement	price at which they may be issued, and additional disclosure requirements. A
Capacity	summary of these conditions is 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 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 validity In the event that the Company obtains shareholder approval for Resolution 5, such of shareholder approval will cease to be valid upon the earlier of: approval

• (a) 12 months after the date of this Annual General Meeting; or

• (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 ASX Listing Rule 11.1.2, or the disposal of the Company’s main undertaking under ASX Listing Rule 11.2.

( Placement Period )

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

Minimum issue The issue price of each Equity Security issued under the 10% Placement Capacity price 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

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• 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 If Resolution 5 is approved by shareholders, any issue of Equity Securities under shareholders 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 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 $0.003 per Share which was the closing price of the Company’s shares on the ASX on 8 October 2019; and

• the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 782,841,294.

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 ASX 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 $0.0015	Issue price $0.0030	100% increase in issue price $0.0060
Current Variable ‘A’ 782,841,294 shares	10% voting dilution	78,284,129 shares	78,284,129 shares	78,284,129 shares
	Funds raised	$117,426	$234,852	$469,705
50% increase in current Variable ‘A’ 1,174,261,941 shares	10% voting dilution	117,426,194 shares	117,426,194 shares	117,426,194 shares
	Funds raised	$176,139	$352,279	$704,557
100% increase in current Variable ‘A’	10% voting dilution	156,568,259 shares	156,568,259 shares	156,568,259 shares
1,565,682,588 shares	Funds raised	$234,852	$469,705	$939,410

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 and no convertible notes on issue are converted;

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	(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 Meeting. (e) the table shows only the effect of issues of Equity Securities under the 10% Placement Capacity in accordance with ASX Listing Rule 7.1A and not under the 15% placement capacity under ASX Listing Rule 7.1. (f) the issue of Equity Securities under the 10% Placement Capacity consists only of shares. (g) the issue price is $0.003, being the closing price of the Company’s shares on theASXon8 October 2019.
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 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 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 new assets, businesses or 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 activities; marketing activities, appraisal of corporate opportunities, investment in new businesses (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

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	Company and/or introduced by third parties. The allottees may include existing substantial shareholders and/or new shareholders, but the allottees will not be related parties of the Company. In the event that the shares under the 10% Placement Capacity are issued as consideration for the acquisition of businesses, assets or investments, it is likely that the allottees will be the vendors of such businesses, assets or investments.
Previous approval	The Company previously obtained approval under ASX Listing Rule 7.1A on 19 November 2018. As at 28 November 2018, being the date that is 12 months prior to this Meeting, the Company had the following Equity Securities on issue: Class of Equity Securities Number Fully paid ordinary shares 782,841,294 TOTAL 782,841,294 No equity securities were issued in the 12 months preceding the date of this 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
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.

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DEFINITIONS

10% Placement Capacity	Means the Company’s capacity to issue shares under ASX Listing Rule 7.1A.
15% Placement Capacity	Means the Company’s capacity to issue shares under ASX Listing Rule 7.1.
Board	Means the board of Directors of Genesis Resources Limited.
Corporations Act	Means the_Corporations Act 2001_(Cth).
CompanyorGenesis	Means Genesis Resources Limited ACN 114 787 469.
Constitution	Means the constitution of Genesis Resources Limited.
Director	Means a director 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
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.
Share	Means a fully paid ordinary share in the capital of the Company.

-ENDS-

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Annexure 1 – New Constitution

A summary of the key terms of the new constitution which the Company proposes to adopt pursuant to the passing of Resolution 3 ( New Constitution ) is set out below. The provisions of the New Constitution outlined below must be read subject to the Corporations Act and the ASX Listing Rules. This summary is not intended to be exhaustive and does not constitute a definitive statement of all the rights, liabilities and obligations set out in the New Constitution.

Issue	Details of New Constitution
Rights and	The rights attaching to Shares are:
liabilities attaching to shares	 Set out in the Constitution; and
	 In certain circumstances, regulated by the Corporations Act,
	Listing Rules, ASX Settlement Operating Rules and the general
	law.
	A summary of the significant rights attaching to the Shares and a
	description of other material provisions of the Constitution are set out
	below. The summary is not exhaustive nor does it constitute a definitive
	statement of the rights and liabilities of Shareholders.
Voting at a general	At a general meeting of Genesis, every Shareholder present in person or
meeting	by proxy, representative or attorney has one vote on a show of hands and,
	on a poll, one vote for each Share held.
Meetings of	Each Shareholder is entitled to receive notice of, attend and vote at
members	general meetings of Genesis and to receive all notices, accounts and
	other documents required to be sent to Shareholders under the
	Constitution, Corporations Act and Listing Rules.
Dividends	The Board may from time to time resolve to pay dividends to Shareholders
	and fix the amount of the dividend, the time for determining entitlements
	to the dividend and the timing and method of payment
Transfer of shares	Subject to the Constitution, Shares may be transferred by a proper
	transfer effected in accordance with ASX Settlement Operating Rules, by
	a written instrument of transfer that complies with the Constitution or by
	any other method permitted by the Corporations Act, Listing Rules or ASX
	Settlement Operating Rules. The Board may refuse to register a transfer
	of Shares where the transfer is not in registrable form, Genesis has a lien
	over any of the Shares transferred, and where otherwise permitted to do
	so under the Corporations Act, Listing Rules or ASX Settlement Operating
	Rules. The Board must refuse to register a transfer of Shares when
	required by the Corporations Act, Listing Rules or ASX Settlement
	Operating Rules.
Issue of further	Subject to the Corporations Act, Listing Rules and ASX Settlement
shares	Operating Rules and any rights and restrictions attached to a class of
	shares, Genesis may issue, or grant options in respect of further Shares
	on such terms and conditions as the Board resolves.
Winding up	If Genesis is wound up, then subject to any rights or restrictions attached
	to a class of Shares, any surplus must be divided among Genesis’
	members in proportion to the number of Shares held by them. The amount

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unpaid on Shares held by a member is to be deducted from the amount that would otherwise be distributed to that member

Unmarketable parcels

Share buy backs

Variation of class rights

Subject to the Corporations Act, Listing Rules and ASX Settlement Operating Rules, Genesis may sell the Shares of a Shareholder who holds less than a marketable parcel of Shares.

Subject to the Corporations Act, Listing Rules and ASX Settlement Operating Rules, Genesis may buy back Shares in itself on terms and at times determined by the Board.

At present, Genesis’ only class of shares on issue is ordinary Shares. Subject to the Corporations Act and the terms of issue of a class of shares, the rights attaching to any class of shares may be varied or cancelled:

• With the consent in writing of the holders of 75% of the issued shares included in that class; or

• By a special resolution passed at a separate meeting of the holders of those shares.

Directors – appointment and removal

Directors – voting

Directors – remuneration

Variation of the Constitution

Under the Constitution, the minimum number of Directors that may comprise the Board is three. Directors are elected at annual general meetings of Genesis. Retirement will occur on a rotational basis so that no Director (excluding any managing director) holds office without reelection beyond the third annual general meeting following the meeting at which the Director was last elected or re-elected. The Directors may also appoint a Director to fill a casual vacancy on the Board up to the minimum number of Directors, until the next annual general meeting of Genesis.

Questions arising at a meeting of the Board will be decided by a majority of votes of the Directors present at the meeting and entitled to vote on the matter. In the case of an equality of votes on a resolution where the number of directors voting is more than two, the chairperson of the meeting does not have a casting vote and the matter is decided in the negative.

The Constitution provides that Non-Executive Directors are entitled to such remuneration as determined by the Board but which must not exceed in aggregate the maximum amount determined by Shareholders at a general meeting.

The Constitution can only be amended by special resolution passed by at least 75% of Shareholders present (in person or by proxy) and entitled to vote on the resolution at a general meeting of Genesis. Genesis must give at least 28 days’ written notice of a general meeting of Genesis members.

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G ENESIS

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

ACN 114 787 469

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

GES

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00 am (Melbourne time) on Tuesday, 26 November 2019.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

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

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001/i12

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

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

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Genesis Resources Linited hereby appoint the Chairman OR of the Meeting

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Genesis Resources Limited to be held at RSM Australia, Level 21, 55 Collins Street, Melbourne Victoria 3000 on Thursday, 28 November 2019 at 11:00 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 Resolution 1 (except where I/we have indicated a different voting intention in step 2) 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.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Adoption of Remuneration Report (non-binding resolution)
Resolution	2A	Re-election of Mr Chin Niap Mah as a Director
Resolution	2B	Re-election of Mr Yau Young Lim as a Director
Resolution	3	Repeal and Replacement of Company constitution
Resolution	4	Approval of issue of Proposed Placement Shares
Resolution	5	Approval of 10% placement capacity under Listing Rule 7.1A

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.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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G E S

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