GENESIS RESOURCES LIMITED — Proxy Solicitation & Information Statement 2014

Jan 28, 2014

Notice of extraordinary general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: 28 February 2014

Time: 11.00 am (Melbourne time)

Place: RSM Bird Cameron Partners Level 21, 55 Collins Street Melbourne VIC 3000

NOTICE OF E X T R AO R D I N AR Y G E N E R AL M E E T I N G

NOTICE is given that an Extraordinary General Meeting of Genesis Resources Limited will be held at RSM Bird Cameron Partners, Level 21, 55 Collins Street Melbourne VIC 3000 on Friday 28 February 2014 at 11.00am (Melbourne time).

The accompanying Explanatory Statement, Proxy Form and Voting Information form part of this Notice of Meeting and have been prepared for the information of shareholders about the business to be conducted at the Meeting.

BUSINESS

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

Ordinary Business

Resolution	Resolution 1 – Removal of Auditor
Description	Shareholders are asked to vote on the removal of the Company's current auditor.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of section 329(1) of the Corporations Act 2001 (Cth) and for all other purposes, PricewaterhouseCoopers ABN 52 780 433 757 of Level 19, 2 Southbank Boulevard, Southbank, Victoria 3006, be removed as the auditors of the Company and its controlled entities effective from the date of the Meeting.

1. REMOVAL OF AUDITOR

2. APPOINTMENT OF AUDITOR

Resolution	Resolution 2 – Appointment of Auditor
Description	Conditional upon shareholder approval of Resolution 1, shareholders are asked to vote on the appointment of RSM Bird Cameron Partners as auditor to replace PricewaterhouseCoopers.
Resolution (Special)	To consider and, if thought fit, to pass, with or without amendment, the following resolution as an special resolution:
	That, subject to the passing of Resolution 1, for the purposes of section 327D of the Corporations Act 2001 (Cth) and for all other purposes, RSM Bird Cameron Partners ABN 36 965 185 036 of Level 21, 55 Collins Street, Melbourne, Victoria 3000, having consented in writing to act as auditor of the Company, be appointed as auditor of the Company and its controlled entities effective from the date of the Meeting.

Dated 28 January 2014

By order of the Board of Genesis Resources Limited

Sophie Karzis Company Secretary

VOTING INFORMATION

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Extraordinary 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 Wednesday 26 February 2014:
• 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 extraordinary 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 Wednesday 26 February 2014 will be taken to be held by the persons who held them at that time for the purposes of the general meeting (including determining voting entitlements at the meeting).

EXPL AN ATOR Y M EM OR AN D UM TO NOTI CE OF EXTR AORDI NAR Y GENER AL M EETI NG

1. REMOVAL OF AUDITOR

Agenda Item	Item 1 – Removal of Auditor
Explanation	Pursuant to section 329 of the Corporations Act 2001 (Cth) (the Act), an auditor of a company may be removed from office by resolution of the company at a general meeting, if a notice of intention under section 329(1A) has been given to the company (Notice of Intention).
	A Notice of Intention dated 23 January 2014 was given to the Company Secretary by S Active Holding Sdn Bhd, a member of the Company holding greater than 5% of the Company's issued share capital, to remove PricewaterhouseCoopers (PWC) as auditor of the Company.
	A Notice of Intention must typically be served on the company at least 2 months before the meeting is to be convened. However, in accordance with section 329 of the Act, if a company calls a general meeting after a Notice of Intention has been given, the meeting to pass the resolution may be convened less than 2 months after the Notice of Intention is received by the company.
	The Company attaches the Notice of Intention to this Notice of Meeting, and seeks approval from shareholders for removal of PWC as auditor of the Company, effective from the date of the Meeting.
Board Recommendation	The Board recommends 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 item of business.

2. APPOINTMENT OF AUDITOR

Agenda Items	Item 2 – Appointment of Auditor
Explanation	Pursuant to section 327D of the Act, a company in a general meeting may resolve to appoint an auditor to replace an auditor removed under section 329 of the Act.
	Subject to the removal of PWC as auditor of the Company under Resolution 1, the Directors propose that RSM Bird Cameron Partners (RSM) be appointed as the Company's auditor.
	Under section 328B(1) of the Act, a member of the company may give notice of nomination of an auditor whose appointment can be considered at the meeting (Notice of Nomination).
	A Notice of Nomination dated 23 January 2014 was given to the Company Secretary by S Active Holding Sdn Bhd to nominate RSM as auditor of the Company.
	In accordance with section 328B(3) of the Act, a copy of the Notice of Nomination:

	a) has been provided to RSM;
	b) has been provided to PWC; and
	c) is attached to this Notice of Meeting.
	RSM has provided to the Company written consent to act as auditor of the Company, in accordance with section 328A(1) of the Act.
	If Resolutions 1 and 2 are passed, the appointment of RSM as the auditor of the Company will be effective immediately at the close of the Meeting.
Board Recommendation	The Board recommends 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 item of business.

-ENDS-

S ACTIVE HOLDING SDN BHD (809377-V)

44B, Jalan Pandan 3/2 Pandan Jaya, 55100 Kuala Lumpur, Malaysia. Tel: 03-9285 4544 Fax: 03-9283 5510

NOTICE OF INTENTION AND RESOLUTION TO CONVENE A GENERAL MEETING

TO: The Company Secretary Genesis Resources Limited ACN 114 787 469 Level 1, 61 Spring Street, Melbourne VIC 3000 (the Company)

S Active Holding Sdn Bhd (S Active), being a member of the Company which holds more than 5% of the votes that may be cast at a general meeting of the Company, hereby requests that the directors call a general meeting of the Company to consider and, if thought fit, pass an ordinary resolution that PricewaterhouseCoopers of Level 19, 2 Southbank Boulevard, Southbank, Victoria 3006, be removed as the auditors of the Company and its controlled entities.

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Dated: 23 January 2014

SIGNED on behalf of S Active Holding Sdn Bhd:

Signature of Director

Name of Director

Signature of Director/ Secretary

Name of Director/ Secretary

S ACTIVE HOLDING SDN BHD (809377-V)

44B, Jalan Pandan 3/2

Pandan Jaya, 55100 Kuala Lumpur,

Malaysia.

Tel: 03-9285 4544

Fax: 03-9283 5510

NOTICE OF NOMINATION

TO: The Company Secretary Genesis Resources Limited ACN 114 787 469 Level 1, 61 Spring Street, Melbourne VIC 3000 (the Company)

S Active Holding Sdn Bhd (S Active), being a member of the Company which holds more than 5% of the votes that may be cast at a general meeting of the Company, hereby gives the Company notice under section 328B(1) of the Corporations Act 2001 (Cth) of the nomination of RSM Bird Cameron Partners of Level 21, 55 Collins Street, Melbourne, Victoria 3000, as auditor of the Company.

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Dated: 23 January 2014

SIGNED on behalf of S Active Holding Sdn Bhd:

Signature of Director

Lîm Kim L

Name of Director

Signature of Director/ Secretary

Name of Director/ Secretary

ACN 114 787 469

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Lodge your vote:

By Mail:

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

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

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

Proxy Form

For your vote to be effective it must be received by 11.00 am (Melbourne time) Wednesday 26 February 2014

How to Vote on Items of Business

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

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form

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Your secure access information is:

SRN/HIN: I9999999999

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

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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