GENESIS RESOURCES LIMITED — AGM Information 2022

Oct 27, 2022

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Notice of annual general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: Monday 28 November 2022 Time: 11.30 am (Melbourne time) Place: Holding Redlich, Level 8, 555 Bourke Street, Melbourne VIC 3000

IMPORTANT INFORMATION

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 Partners, in relation to the conduct of the external audit for the year ended 30 June 2022, or the content of its audit report. Please send your questions via email to: info@genesisresourcesltd.com.au.

Written questions must be received by no later than 5.00pm (Melbourne time) on Monday 21 November 2022 .

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 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 Company’s Remuneration Report for the year ended 30 June 2022.

The Chairman of the Meeting will endeavour to address as many shareholder questions and comments as possible during the course of the Meeting. However, there may not be sufficient time available at the meeting to address all of the questions and comments raised. Please note that individual responses may be sent to the enquiring party only, and may not be sent to all 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 11.30am (Melbourne time) on Saturday 26 November 2022 :

• Online : All shareholders can appoint a proxy to vote on their behalf online at www.investorvote.com.au by following the instructions set out on the website.

  • Shareholders who elected to receive their Notice of Meeting electronically will have received an email with a link to the InvestorVote site.

For all other shareholders, you will receive a letter by mail with instructions on how to vote online.

1. By mail: If shareholders are unable to complete an online proxy appointment, a proxy form can be requested by contacting Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas). Completed proxy forms (together with any authority under which the proxy form was signed or a certified copy of the authority) must be returned to Computershare: By post to: GPO Box 242, Melbourne, Victoria 3001; or

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1. By facsimile : Australia – 1800 783 447, overseas - +61 3 9473 2555; or

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

Voting and other entitlements at the annual general meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on Saturday 26 November 2022 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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NOTICE OF 2022 ANNUAL GENERAL MEETING

Notice is given that the 2022 Annual General Meeting of Genesis Resources Limited ACN 114 787 469 will be held at Holding Redlich, Level 8, 555 Bourke Street, Melbourne VIC 3000

on Monday 28 November 2022 at 11.30 am (Melbourne time).

BUSINESS

Shareholders are invited to consider the following items of business at the 2022 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 2022.

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 2022 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 2022 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 2022, 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 ProxyForm.

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3. Re-election of Directors

Resolution 2A	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 of the Company in accordance with ASX Listing Rule 14.4 and rule 3.6(a) of the Company’s constitution 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 ASX Listing Rule 14.5 and rule 3.6(a) of the Company’s constitution and, being eligible, having offered himself for re-election, 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, who was appointed as a Director on 21 November 2016, retires as a Director of the Company in accordance with ASX Listing Rule 14.5 and rule 3.6(b) of the Company’s constitution and, being eligible, offers himself for re-election.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATMr Yau Young Lim, having retired from his office as a Director in accordance with ASX Listing Rule 14.4 and rule 3.6(b) of the Company’s Constitution, and, being eligible, having offered himself for re-election, be re-elected as a Director of the Company.”

3. Approval for issue of Shares

Resolution 3	Approval for issue of Proposed Placement Shares
Description	The Company seeks approval of shareholders to be able to issue up to 300,000,000 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: “THATfor the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 300,000,000 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 or on behalf of: (a) any person who may participate in, or who will obtain a material benefit as a result of, the proposed issue of the Proposed Placement Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (b) any associates of the persons named in sub-paragraph (a). However, the Company will not disregard a vote if it is cast by: (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote ontheresolution inthatway; or

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• (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Approval of 10% Placement Capacity

Resolution 4	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.”
Voting Exclusion	Not applicable. As at the date of this Notice, the Company has no plans to issue Equity Securities under ASX Listing Rule 7.1A.

Dated: 28 October 2022

By order of the Board of Genesis Resources Limited

Alyn Tai Company Secretary

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EXPLANATORY MEMORANDUM

TO NOTICE OF 2022 ANNUAL GENERAL MEETING

1. Financial and related reports

Item 1: Financial and related reports

Item 1: 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 2022 to be laid before the Company’s 2022 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 2022 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2022 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 during 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 2022, 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)

Explanation	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2022 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.

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Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of this available proxies Resolution 1.

3. Re-election of Directors

Resolutions 2A and 2B: Re-election of Directors	Resolutions 2A and 2B: Re-election of Directors
Explanation	Rule 3.6(a) of the Company’s constitution (Constitution) requires one third of the Directors (rounded to the whole number nearest to one third), other than the Managing Director (or equivalent), to retire at each annual general meeting of the Company. Rule 3.6(b) of the Constitution requires any Director who would, if that Director remained in office until the next annual general meeting, have held that office for more than three years since last being elected, to retire from office. Under rule 3.7 of the constitution, the Directors to retire under rule 3.6 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 Yau Young Lim retire as Directors at the 2022 Annual General Meeting in accordance with rules 3.6(a) and 3.6(b) respectively of the Constitution, being the Directors longest in office since their last election in accordance with rule 3.7 of the Constitution. Mr Lim and Mr Lim, being eligible, each offer themselves 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. Mr Lim has an MBA from Southern California University and is the founder and Executive Chairman of Senheng New Retail Bhd (“Senheng”), the largest chain retailer of consumer electrical and electronic products in Malaysia, which was established in 1989 and has more than 105 physical stores across every state in the country. Mr Lim has robust experience on crafting business model, business direction as well as strategic planning. In recognition of his leadership, he has received several awards and accolades such as “Sin Chew Business Excellence Person of the Year”, “EY Entrepreneur of the Year – Master Entrepreneur”, as well as “Male Entrepreneur of the Year” from the Star Outstanding Business Awards. Mr Lim currently has a relevant interest in 281,924,863 fully paid ordinary 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 the Harvard Business School in 2016. In 2019, he was recognised as a certified HRDF trainer. Mr Lim started his career in 2011 at Senheng Electric (KL) Sdn Bhd, Malaysia's largest consumer electrical retail store, as the Head of Marketing, where he was mainly responsible for corporate marketing and branding of the company. He subsequentlyheldroles asHead of Merchandising,Head ofCustomer Loyalty &Big

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Data, Head of Training and Development, and Head of Recruitment. He ended this tenure at Senheng Electric (KL) Sdn Bhd in 2019.

Mr Lim subsequently served as Chief Operating Officer at SH Retail Academy Sdn Bhd, a training academy specialised in creating and conducting programs with emphasis on the retail industry. SH Retail Academy Sdn Bhd was founded in September 2019 to support Malaysian SMEs, especially in the retail industry, to grow by increasing productivity through digitalisation and upskilling of employees.

Mr Lim currently serves as Deputy General Manager at S Ecosystem (M) Sdn Bhd, a technology company specialised in developing super apps. Founded in 2021, S Ecosystem (M) Sdn Bhd is currently focused on evolving the Senheng app from being just a consumer electronics utility app to becoming a super app containing various cross-industry lifestyle pillars. S Ecosystem (M) Sdn Bhd collaborates with industry leading partners such as Alibaba to deliver high value solutions to its customers.

Mr Lim currently sits on the board of Purple League Sports Management Sdn Bhd, 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. Mr Lim currently has a relevant interest in 109,043,587 fully paid ordinary shares in the Company.

The Board, with Mr Kim Heng Lim and Mr Yau Young Lim abstaining from making Board recommendations on Resolution 2A and Resolution 2B respectively, recommends Recommendation that shareholders vote in favour of Resolutions 2A and 2B. Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of available proxies Resolutions 2A and 2B.

4. Approval for issue of Shares

Resolution 3: Approval of issue of Proposed Placement Shares	Resolution 3: Approval of issue of Proposed Placement Shares	Resolution 3: Approval of issue of Proposed Placement Shares	Resolution 3: Approval of issue of Proposed Placement Shares
Explanation		Resolution 3 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of up to 300,000,000 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		The below table sets out the proposed use of funds if the Proposed Placement is undertaken. The figures are indicative only, and are an estimate of how the funds would be allocated, assuming: 1. That the Company is able to undertake a capital raising at 1.5 cents per share; and 2. That the Company utilises 100% of the placement facility (i.e. issues 300,000,000 shares) and raises $4.5 million as a result.
		Proposed use of funds	Percentage of funds allocated
		Plavica Project
		Enable the Company to negotiate for, and eventually purchase, the land on which the mine and processing facilities will be established, as well as to fund forestry compensation and other associated costs.	90%

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Loan repayment Repay outstanding loans owed by the Company 10% The above indicative figures are based on a number of assumptions and are intended to serve as estimates of the fund allocations. Genesis may not utilise any or all of the placement facility - this will depend on the circumstances of the Company in the 3 months following the Meeting. Genesis will seek to raise capital at the highest possible price, however it may not be able to achieve a placement issue price of 1.5 cents. In any event, the placement issue price will be within the parameters set out below (being 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).

	Loan repayment Repay outstanding loans owed by the Company 10% The above indicative figures are based on a number of assumptions and are intended to serve as estimates of the fund allocations. Genesis may not utilise any or all of the placement facility - this will depend on the circumstances of the Company in the 3 months following the Meeting. Genesis will seek to raise capital at the highest possible price, however it may not be able to achieve a placement issue price of 1.5 cents. In any event, the placement issue price will be within the parameters set out below (being 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).	Loan repayment	Loan repayment
		Repay outstanding loans owed by the Company	10%
ASX Listing Rules	ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue Equity Securities during any 12 month period in excess of 15% of the number of ordinary shares on issue at the commencement of that 12 month period, without shareholder approval (15% Placement Capacity). The effect of Resolution 3 will be to allow the Company to issue up to 300,000,000 Shares during the period of 3 months after the General Meeting without using the Company’s 15% Capacity.
Specific information for Resolution 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 300,000,000 Shares 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. Names of allottees and 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.

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	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. Voting Exclusion Statement A voting exclusion statement applies to this resolution, as set out in the Notice.
What will happen if shareholders give, or do not give, approval?	If shareholders approve Resolution 3, then the Company may issue up to 300,000,000 Shares during the period of 3 months after the Annual General Meeting, without using the Company’s 15% Capacity. If shareholders do not approve Resolution 3, then any Shares issued by the Company after the Annual General Meeting will be deducted from the Company’s 15% Placement Capacity (and/or 10% Placement Capacity, if Resolution 4 is approved by shareholders).
Proposed Placement facility to lapse if not utilised	In the event that Resolution 3 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.

5. Approval of 10% Placement Capacity

Resolution 4: Approval of 10% placement capacity	Resolution 4: 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 4 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:

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A is the number of fully paid ordinary shares on issue at the commencement of the relevant period:

• plus the number of fully paid shares issued in the relevant period under an exception in ASX Listing Rule 7.2, other than exception 9, 16 or 17,

• plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

• the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4,

• plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the relevant period; or

• the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4,

• plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or 7.4,

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of equity securities cancelled in the relevant period.

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

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4.

‘Relevant period’ means the 12 month period immediately preceding the date of the issue or agreement.

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 has one class of quoted securities on issue, being fully paid
		ordinary shares.
	(b)	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
		issuedis agreed by the entity and therecipient ofthe securities; or

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	ii. if the Equity Securities are not issued within 10 trading days of the date in paragraph (i), the date on which the securities are issued.
Period of validity of shareholder approval	In the event that the Company obtains shareholder approval for Resolution 4, such approval will cease to be valid upon the earlier of: (a) 12 months after the date of this Annual General Meeting; (b) the time and date of the Company’s next annual general meeting; or (c) 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 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 10 trading days of the date in paragraph (i), the date on which the securities are issued.
Risk of dilution to shareholders	If Resolution 4 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 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 $0.010 per Share which was the closing price of the Company’s shares on the ASX on 14 October 2022; 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

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Period of validity

Purpose for which the funds may be used

• (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 $0.005	Issue price $0.010	100% increase in issue price $0.020
Current Variable ‘A’ 782,841,294 shares	10% voting dilution	78,284,129 shares	78,284,129 shares	78,284,129 shares
	Funds raised	$391,420	$782,841	$1,565,682
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	$587,130	$1,174,261	$2,348,523
100% increase in current Variable ‘A’	10% voting dilution	156,568,258 shares	156,568,258 shares	156,568,258 shares
1,565,682,588 shares	Funds raised	$784,841	$1,565,682	$3,131,365

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

• (c) 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.

• (d) 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.

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

• (f) the issue price is $0.010, being the closing price of the Company’s shares on the ASX on 14 October 2022.

The Company will only issue and allot the Equity Securities during the Placement Period. The approval under Resolution 4 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).

The Company may seek to use the funds for 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.

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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 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.
Issue of Equity Securities in previous 12 months	The Company has not issued any Equity Securities under ASX Listing Rule 7.1A in the past 12 months.
What will happen if shareholders give, or do not give, approval?	If Resolution 4 is passed, the Company will be able to issue Equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further shareholder approval. If Resolution 4 is not passed, the Company will not be able to access the additional 10% Placement Capacity to issue Equity Securities without shareholder approval provided for in Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in ASX Listing Rule 7.1.
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
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.
Director	Means a director of Genesis Resources Limited.
Equity Security	Means: a) a share; b) a right to a share or option; c) an option over an issued or unissued security; d) a convertible security; e) any security that ASX decides to classify as an equity security.
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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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 11:30am (Melbourne time) on Saturday, 26 November 2022.

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

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000002/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 Limited 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 Holding Redlich, Level 8, 555 Bourke Street, Melbourne, VIC 3000 on Monday, 28 November 2022 at 11:30am (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
Resolution	2A	Re-election of Mr Kim Heng Lim as Director
Resolution	2B	Re-election of Mr Yau Young Lim as Director
Resolution	3	Approval for issue of Proposed Placement Shares
Resolution	4	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

9 9 9 9 9 9 A

G ENESIS

Need assistance?

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

ACN 114 787 469

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

Genesis Resources Limited Annual General Meeting

The Genesis Resources Limited Annual General Meeting will be held on Monday, 28 November 2022 at

11:30am (Melbourne time). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT AND ACCESS THE NOTICE OF MEETING

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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

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

For your proxy appointment to be effective it must be received by 11:30am (Melbourne time) on Saturday, 26 November 2022.

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

Holding Redlich, Level 8, 555 Bourke Street, Melbourne, VIC 3000

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001