GOLDEN DEEPS LIMITED. — Proxy Solicitation & Information Statement 2018

Oct 30, 2018

ASX code: GED

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ASX ANNOUNCEMENT

31 October 2018

PROXY FORM

Please find attached replacement proxy form for the forthcoming Annual General Meeting of shareholders to be held on the 30 November 2018.

The form included with the Notice of Meeting announced on the ASX platform was incorrectly numbered. This form corrects the resolution numbering to match the resolutions on the agenda.

Graham Baldisseri Company Secretary

P: +61 8 9481 7833

E: companysecretary@kmm.com.au

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1[st] Floor, 8 Parliament Place, West Perth, WA 6005 PO Box 1618, West Perth, WA 6872

www.goldendeeps.com

t : +61 8 9481 7833 f : +61 8 9481 7835 email : ged@goldendeeps.com

GOLDEN DEEPS LIMITED ACN 054 570 777 FORM OF PROXY

The Secretary Golden Deeps Limited 1st Floor, 8 Parliament Place West Perth, WA, 6005 Facsimile: (08) 9481 7835

I/We……………………………………………………………………………………………...…………………………….

of……………………..…………………………………………………………………………………………………………

being a shareholder of Golden Deeps Limited hereby appoint as my/our proxy

the Chairman OR Of the Meeting

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, as the proxy sees fit) at the Annual General Meeting of the Company to be held on Friday, 30 November 2018 at 2.30 pm (WST) and at any adjournment thereof.

AUTHORITY FOR CHAIRMAN TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chairman as my/our proxy (or where the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1, 5 and 6 (except where I/we have indicated a different voting intention below) even though Resolution 1, 5 and 6 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chairman.

CHAIRMAN’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

The Chairman intends to vote undirected proxies in favour of all Resolutions in which the Chairman is entitled to vote. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

OR

Should you desire to direct the proxy how to vote, then please tick the appropriate box below:

RESOLUTIONS

ESOLUTIONS
	FOR	AGAINST	ABSTAIN
1. Adoption of Remuneration Report	☐	☐	☐
2. Re-election of a Director – Michael Norburn	☐	☐	☐
3. Additional 10% placement facility - Rule 7.1A	☐	☐	☐
4. Approval of Issue of Option to Director - Rule 10.11	☐	☐	☐
5. Replacement of Constitution	☐	☐	☐
6. Election of Director – Mr Michael John Minosora	☐	☐	☐

If no directions are given, the proxy may vote as he thinks fit or may abstain

If the member is an individual or joint holder:

…………………….. ……………………… Usual Signature Usual Signature Dated this ………………… day of ……………………… 2018.

If the member is a Company:

Signed in accordance with the Constitution of the company in the presence of:

……………………………. Director/Sole Director/Secretary

…………………. Director/Secretary

Dated this …………………. day of ……………………. 2018.

GOLDEN DEEPS LIMITED ACN 054 570 777

NOTES

1. A member entitled to attend and vote is entitled to appoint a proxy. A member that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (1[st] Floor, 8 Parliament Place, West Perth, Western Australia, 6005) or sent by facsimile to that office on Fax: 08 94817835 to be received not less than 48 hours prior to the time of the meeting.

5. The proxy form must be signed personally by the member or his attorney duly authorised in writing. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution and s.127 of the Corporations Act, or its duly authorised attorney. In the case of joint members, the proxy must be signed by at least one of the joint members, personally or by a duly authorised attorney.

6. The Chairman intends to vote all undirected proxies in favour of the resolutions.

7. If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:

8. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

9. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands; and

10. (c) if the proxy is Chairman, the proxy must vote on a poll and must vote that way, and

11. (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.

Attendance and Voting Eligibility

For the purposes of the meeting, securities will be taken to be held by the persons who are registered holders at 4.00 pm on 28 November 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

A member of the Company entitled to attend and vote at the meeting shall be entitled to appoint not more than two other persons (whether members of the company or not) as the member’s proxy or proxies, to attend and vote on the member’s behalf. Where two proxies are appointed the appointments shall be of no effect unless each proxy is appointed to represent a specified proportion of the member’s voting rights. Forms of proxy must be deposited at the registered office of the company in West Perth not less than forty-eight (48) hours before the time appointed for the holding of the meeting.

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