HAZER GROUP LIMITED — AGM Information 2017

Oct 22, 2017

Hazer Group Ltd Suite 2, 29 The Avenue, Nedlands, WA 6009 PO Box 1458, West Perth WA 6872

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NOTICE OF ANNUAL GENERAL MEETING

PERTH, AUSTRALIA; 23[rd] OCTOBER 2017: Hazer Group Limited (ASX: HZR, HZRO) advises that the following documents will be sent to shareholders today:

• Notice of Annual General Meeting

• Proxy Form

For more information contact:

Emma Waldon, Company Secretary, ewaldon@hazergroup.com.au

CONTACT@HAZERGROUP.COM.AU

WWW.HAZERGROUP.COM.AU

ABOUT HAZER GROUP LTD

Hazer Group Limited (“Hazer” or “The Company”) is am ASX-listed technology development company undertaking the commercialisation of the Hazer Process, a low-emission hydrogen and graphite production process. The Hazer Process enables the effective conversion of natural gas and similar feedstocks, into hydrogen and high quality graphite, using iron ore as a process catalyst.

For further information, investor or media enquires, please contact:

Michael Wills – Hazer Group

Email: mwills@hazergroup.com.au Phone: 0468 385 208

Hazer Group Limited - Social Media Policy

Hazer Group Limited is committed to communicating with the investment community through all available channels. Whilst ASX remains the prime channel for market sensitive news, investors and other interested parties are encouraged to follow Hazer on Twitter (@hazergroupltd), LinkedIn, Google+ and Youtube.

CONTACT@HAZERGROUP.COM.AU

WWW.HAZERGROUP.COM.AU

HAZER GROUP LIMITED

ABN 40 144 044 600

NOTICE OF ANNUAL GENERAL MEETING

TIME : 9.30 am (AWST) DATE : Wednesday, 22 November 2017 PLACE : Steves 30 The Avenue Nedlands WA 6009

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, using the contact details on page 27.

CONTENTS PAGE

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	9
Proxy Form	Separate

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out on page 4.

APPOINTING A PROXY

A Shareholder who is entitled to attend and vote at the Meeting may appoint a proxy to attend and vote at the Meeting on their behalf. A proxy does not need to be a Shareholder of the Company.

If a Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the percentage or number of votes each proxy can exercise. If the proxy form does not specify the percentage or number of the Shareholder’s votes that each proxy may exercise, each proxy may exercise half of the Shareholder’s votes on a poll. Fractions will be disregarded.

To appoint a proxy online, visit www.linkmarketservices.com.au, select ‘Investor Login’ and in the “Single Holding” section enter Hazer Group Limited or the ASX code HZR in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the back of your proxy form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website. .

Alternatively, you can appoint a proxy by completing and signing the enclosed proxy form and sending the form to:

(a) by post to Link Market Services Locked Bag A14 SYDNEY SOUTH NSW 1235; or

(b) by fax to Link Market Services at (+61 2) 9287 0309.

The deadline for receipt of proxy appointments is 9.30am (AWST) on Monday, 20 November 2017.

Proxy appointments received later than this time will be invalid.

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POWER OF ATTORNEY

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already been provided to the Share Registry.

CORPORATE REPRESENTATIVES

If a representative of a corporate Shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

An appointment of corporate representative form may be obtained from Link Market Services by calling (+61) 1300 554 474 or online at

http://www.linkmarketservices.com.au/corporate/resources/forms.html.

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N O T I C E O F A N N U AL G E N E R AL M E E TI N G

Notice is given that the Annual General Meeting ( AGM ) of Shareholders of Hazer Group Limited will be held at Steves, 30 The Avenue, Nedlands WA 6009 at 9.30 am (AWST) on Wednesday, 22 November 2017. Registration will open at 9.30am (AWST).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the AGM. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

The Directors have determined under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company at 4:00 pm (AWST) on Monday, 20 November 2017.

AGENDA

ADOPTION OF ANNUAL REPORT

To receive and consider the Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2017.

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Non-Binding Resolution :

RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

“To adopt the Hazer Group Limited Remuneration Report for the year ended 30 June 2017.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolutions below, which will be proposed as Ordinary Resolutions :

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – TIM GOLDSMITH

“That Tim Goldsmith be re-elected as a Director of the Company.”

RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DANIELLE LEE

“That Danielle Lee be re-elected as a Director of the Company.”

RESOLUTION 4 – RE-ELECTION OF DIRECTOR – TERRY WALSH

“That Terry Walsh be re-elected as a Director of the Company.”

RESOLUTION 5 – GRANT OF OPTIONS TO GEOFF POCOCK

“That approval be given for all purposes, including Chapter 2E of the Corporations Act and ASX Listing Rule 10.11, for the grant of up to 750,000 Options with an exercise price of $0.75 and expiry date of 30 June 2020, up to 1,000,000 Options with an exercise price of $0.95 and expiry date of 31 December 2020 and up to 1,500,000 Options with an exercise price of $1.20 and expiry date of 31 December 2021 to Geoff Pocock or his nominee, with the performance conditions and other terms and conditions set out in the Explanatory Statement accompanying the Notice.”

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RESOLUTION 6 – GRANT OF OPTIONS TO TIM GOLDSMITH

“That approval be given for all purposes, including Chapter 2E of the Corporations Act and ASX Listing Rule 10.11, for the grant of up to 1,000,000 Options with an exercise price of $0.75 and expiry date of 30 June 2020, up to 1,250,000 Options with an exercise price of $0.95 and expiry date of 31 December 2020 and up to 1,500,000 Options with an exercise price of $1.20 and expiry date of 31 December 2021 to Tim Goldsmith or his nominee, with the performance conditions and other terms and conditions set out in the Explanatory Statement accompanying the Notice.”

RESOLUTION 7 – GRANT OF OPTIONS TO TERRY WALSH

“That approval be given for all purposes, including Chapter 2E of the Corporations Act and ASX Listing Rule 10.11, for the grant of up to 450,000 Options with an exercise price of $0.75 and expiry date of 30 June 2020 and up to 450,000 Options with an exercise price of $0.90 and expiry date of 31 December 2020 to Terry Walsh or his nominee, with the performance conditions and other terms and conditions set out in the Explanatory Statement accompanying the Notice.”

RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SECURITIES, PLACEMENT TO MINERAL RESOURCES LIMITED

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 8,333,333 Shares and 4,166,667 unlisted Options with an exercise price of $0.70 and expiry date of 31 December 2019 for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify and approve the issue of 300,000 unlisted Options with an exercise price of $0.75 and expiry date of 30 June 2020 for the purposes and on the terms and conditions set out in the Explanatory Statement accompanying the Notice.”

Shareholders will be asked to consider, and if thought fit, to pass, with or without amendment, the Resolution below, which will be proposed as a Special Resolution :

RESOLUTION 10 – APPROVAL OF 10% PLACEMENT CAPACITY

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totaling up to 10% of the issued capital, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

DATED: 13 October 2017

BY ORDER OF THE BOARD

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HAZER GROUP LIMITED EMMA WALDON COMPANY SECRETARY

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Voting Prohibition and Voting Exclusion Statements

For the definitions of Key Management Personnel ( KMP ) and Closely Related Parties, please refer to the Glossary on page 29.

The Corporations Act restricts members of the KMP of the Company and their Closely Related Parties from voting in relation to remuneration related Resolutions (such as Resolutions 1, 5, 6 and 7), voting prohibitions.

In addition, separate voting restrictions apply in respect of Resolutions 5, 6, 7, 8, 9 and 10 under the ASX Listing Rules, voting exclusions.

What this means for Shareholders : If you intend to appoint a member of the KMP (other than the Chairman of the Meeting) as your proxy, please ensure that you direct them how to vote on Resolutions 1, 5, 6 and 7. If you do not do so, your proxy will not be able to vote on your behalf on Resolutions 1, 5, 6 and 7.

If you intend to appoint the Chairman of the Meeting as your proxy, you are encouraged to direct him how to vote by marking the boxes for Resolutions 1, 5, 6 and 7 (for example if you wish to vote for, or against, or to abstain from voting). If you appoint the Chairman as your proxy without directing him how to vote, the Proxy Form authorises him to vote as he decides on Resolutions 1, 5, 6 and 7 (even though those Resolutions are connected with the remuneration of KMP). The Chairman of the Meeting intends to vote in favour of all Resolutions (where permissible).

The Company will disregard votes cast on Resolutions 1, 5, 6, 7, 8, 9 and 10 by the persons detailed in the below.

Resolution 1 – Adoption of Remuneration Report

Voting Prohibition Statement:

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the KMP, details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2017; and

• (b) Closely Related Parties of such a member.

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or

• (b) the person is the Chairman of the Meeting and the appointment of the Chairman as proxy:

• i. does not specify the way the proxy is to vote on Resolution 1; and

• ii. expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP.

Resolutions 5, 6 and 7 – Grant of Options to Directors

Voting Prohibition Statement:

• In accordance with the Corporations Act, a person appointed as proxy must not vote on Resolutions 5, 6 and 7 on the basis of that appointment, if that person is:

• (a) a member of the KMP as at the date of the Meeting; or

• (b) Closely Related Parties of such a member.

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However, a person described above may cast a vote on Resolutions 5, 6 and 7 if the person does so as a proxy for a person who is entitled to vote where:

• (a) the Proxy Form specifies how the proxy is to vote on Resolutions 5, 6 and 7; or

• (b) the proxy is the Chairman of the Meeting, who may vote in favour of Resolutions 5, 6 and 7 in accordance with an express authorisation on the Proxy Form.

In addition, a vote on Resolutions 5, 6 and 7 must not be cast (in any capacity) by or on behalf of Mr Pocock or Mr Goldsmith or Mr Walsh (in respect of their relevant Resolutions) or any of their associates. However, this prohibition does not apply if:

• (a) the vote is cast by a person as proxy and the proxy form specifies how the proxy is to vote on Resolutions 5, 6 and 7; and

• (b) the vote is not cast on behalf of Mr Pocock or Mr Goldsmith or Mr Walsh (as appropriate), their associates or any related party of them.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolutions 5, 6 and 7 by or on behalf of a Director and an associate of a Director (except a Director who is ineligible to participate in any employee incentive scheme of the Company or any associate of such Director), as required by ASX Listing Rule 10.14.

However, the Company need not disregard a vote cast if:

• (a) 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

• (b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 8 – Ratification of Prior Issue of Securities, Placement to Mineral Resources Limited

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 8 by or on behalf of any person who participated in the relevant share issue the subject of Resolution 8 and any of their associates.

• However, the Company need not disregard a vote cast if:

• (a) 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

• (b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Resolution 9 – Ratification of Prior Issue of Securities

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 9 by or on behalf of any person who participated in the relevant share issue the subject of Resolution 9 and any of their associates.

• However, the Company need not disregard a vote cast if:

• (a) 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

• (b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Resolution 10 – Approval of 10% Placement Capacity

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 10 by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if Resolution 10 is passed, and any associates of those persons.

However, the Company need not disregard a vote cast if:

• (a) 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

• (b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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E X PL A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held on Wednesday, 22 November 2017 at 9.30am (AWST).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. ANNUAL REPORT

The business of the Meeting will include receipt and consideration of the Company’s Annual Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2017, which are included in Hazer’s Annual Report.

In accordance with the Corporations Act 2001, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Annual Report, and on the management of Hazer.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on:

• the conduct of the audit;

• the preparation and content of the Auditor’s Report;

• the accounting policies adopted by the Company in relation to the preparation of the Financial Statements; and

• the independence of the auditor in relation to the conduct of the audit.

Written questions for the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report to the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five business days before the Meeting, that is by Wednesday, 15 November 2017.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Remuneration Report is set out in the Annual Report. The Remuneration Report details the Company’s remuneration arrangements for the Directors and senior management of the Company.

S250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 1 is advisory only and not binding on the Company or its Directors.

However, under the Corporations Act, if at least 25% of the votes cast on Resolution 1 are against the adoption of the Remuneration Report then:

• if comments are made on the Remuneration Report at the Meeting, Hazer’s 2018 Remuneration Report will be required to include an explanation of the Board’s

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• proposed action in response or, if no action is proposed, the Board’s reasons for this; and

• if, at next year’s AGM, at least 25% of the votes cast on the resolution for adoption of the 2018 Remuneration Report are against it, Hazer will be required to put to Shareholders a resolution proposing that an Extraordinary General Meeting ( EGM ) be called to consider the election of Directors ( Spill Resolution ). If the Spill Resolution is passed (i.e. more than 50% of the votes cast are in favour of it), all of the Directors (other than the Managing Director) will cease to hold office at the subsequent EGM, unless re-elected at that Meeting.

In accordance with the Corporations Act, Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Remuneration Report.

Board recommendation: The Remuneration Report forms part of the Directors’ Report, which was approved in accordance with a unanimous resolution of the Board. Each Director recommends that Shareholders vote in favour of adopting the Remuneration Report.

3. RE-ELECTION OF DIRECTORS

Constitution

Clause 7.2(b) of the Constitution provides that the Directors may at any time appoint a person to be a Director. Clause 7.3(f) of the Constitution requires that any Director appointed under clause 7.2(b) holds office only until the next following annual general meeting, and is then eligible for re-election.

Clause 7.3(a) of the Constitution requires that one third of the Directors (excluding Directors appointed under clause 7.2(b)), or if their number is not a multiple of three, then the whole number nearest one third, must retire at each annual general meeting. It also provides that a Director who retires under clause 7.3(a) is eligible for re-election. Clause 7.3(e) of the Constitution provides that the Managing Director is exempt from this requirement.

RESOLUTION 2 – RE-ELECTION OF TIM GOLDSMITH

Tim Goldsmith seeks re-election in accordance with clause 7.3(f) of the Constitution.

Brief Curriculum Vitae of Tim Goldsmith

Non-Executive Director and Chairman, appointed 23 July 2017

Experience and expertise

Tim was previously a partner at global professional services firm PricewaterhouseCoopers (PwC) for over 20 years. Tim held multiple roles during his PwC career and is best known for leading PwC’s global mining team with more than 2,000 partners and staff in more than 100 mining countries. During his tenure as Global Mining Leader, Tim was also responsible for PwC’s thought leadership on the future of the mining industry and was a well-known presenter at mining conferences around the globe. Tim was an early participator in the China growth story and initiated a China focus in 2002 that lead to PwC’s Australia China desk, which is known throughout China today. As National China Desk Leader, Tim worked extremely closely with many state-owned and private Chinese investors and companies to facilitate Chinese foreign investment in Australian mining and other assets.

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Qualifications

Bachelor of Commerce from the Polytechnic of North London (now North London University). Member of the Institute of Chartered Accountants Australia and New Zealand.

Current directorships of other listed companies

Nil

Former directorships of other listed companies in the last three years

Nil

Special responsibilities

Member of Remuneration and Nomination Committee and Member of the Audit and Risk Committee

Board recommendation: The Directors (with Tim Goldsmith abstaining) unanimously recommend the re-election of Tim Goldsmith.

RESOLUTION 3 – RE-ELECTION OF DANIELLE LEE

Danielle Lee seeks re-election in accordance with clause 7.3(a) of the Constitution.

Brief Curriculum Vitae of Danielle Lee

Non-Executive Director, appointed 16 September 2015

Experience and expertise

Danielle is an experienced corporate lawyer more than 23 years’ experience shared between private law firms and the Australian Securities Exchange. She has a broad range of skills and legal experience in the areas of corporate advisory, governance and equity capital markets. She has advised a range of Australian public and private companies in a range of industries on corporate transactions including capital raisings, ASX listings, business and share acquisitions, shareholder agreements and joint venture arrangements.

Qualifications

Bachelor of Economics from the University of Western Australia, Bachelor of Laws from the University of Western Australia (first class honours); Post Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia.

Current directorships of other listed companies

Nil

Former directorships of other listed companies in the last three years

Nil

Special responsibilities

Chair of the Audit and Risk Committee and Member of the Remuneration and Nomination Committee

Board recommendation: The Directors (with Danielle Lee abstaining) unanimously recommend the re-election of Danielle Lee.

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RESOLUTION 4 – RE-ELEECTION OF TERRY WALSH

Terry Walsh seeks re-election in accordance with clause 7.3(f) of the Constitution.

Brief Curriculum Vitae of Terry Walsh

Non-Executive Director, appointed 7 February 2017

Experience and expertise

Mr Walsh is a senior commercial lawyer and manager with more than 20 years’ experience in project development and general commercial law, including roles as a Corporate Counsel with Rio Tinto Ltd and as General Counsel of Hancock Prospecting Pty Ltd. In these roles he was involved with the legal and commercial aspects associated with the development, funding and operation of major mining and engineering projects. Mr Walsh has provided business development consulting services to the Company since 14 April 2016.

Qualifications

Bachelor of Laws from Charles Darwin University and Master of Laws from The University of Sydney.

Current directorships of other listed companies

Nil

Former directorships of other listed companies in the last three years

Nil

Special responsibilities

Nil

Board recommendation: The Directors (with Terry Walsh abstaining) unanimously recommend the re-election of Terry Walsh.

4. GRANTS OF OPTIONS TO DIRECTORS

Background

It is proposed to issue Options to the following Directors of the Company Geoff Pocock (Managing Director), Tim Goldsmith (Non-Executive Chairman) and Terry Walsh (NonExecutive Director).

ASX Listing Rule 10.11

ASX Listing Rule 10.11 states that an entity must not issue or agree to issue equity securities to any of the following persons without first receiving Shareholder approval:

• (a) a related party; or

• (b) a person whose relationship with the entity or a related party is, in the ASX’s opinion, such that approval should be obtained.

• A ‘related party’ for the purposes of the Corporations Act includes:

• (a) a director of a public company; and

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(b) an entity controlled by a director of a public company.

Accordingly Geoff Pocock, Tim Goldsmith and Terry Walsh are each a “related party” of the Company.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of a public company unless the benefit falls within one of various exceptions to the general prohibition. Exceptions to this general prohibition include where the company first obtains the approval of its shareholder in general meeting, or the financial benefit being provided is on arm’s length terms or better.

A “financial benefit” for the purposes of the Corporations Act includes issuing securities to a related party.

RESOLUTION 5 – GRANT OF OPTIONS TO GEOFF POCOCK, MANAGING DIRECTOR

Shareholder approval

Shareholder approval is sought for the grant of up to 750,000 Options with an exercise price of $0.75 and expiry date of 30 June 2020, up to 1,000,000 Options with an exercise price of $0.95 and expiry date of 31 December 2020 and up to 1,500,000 Options with an exercise price of $1.20 and expiry date of 31 December 2021 to Geoff Pocock or his nominee, with the vesting conditions set out below, for all purposes, including ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act. These Options are proposed to be issued to Geoff Pocock as part of his total Managing Director remuneration package, where the Company seeks to conserve its cash reserves as best possible, whilst retaining the services of highly qualified and experienced personnel.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders:

(a) The Options will be issued to Geoff Pocock or to his nominee.

(b) The maximum number of Options that will be issued to Geoff Pocock or to his nominee is 3,250,000.

(c) The Company proposes to issue the Options to Geoff Pocock on 24 November 2017, but in any case no later than one month after the date of the Meeting.

• (d) Geoff Pocock is the Managing Director of the Company.

(e) The Options will be issued for no cash consideration. 750,000 Options will have an exercise price of $0.75 and an expiry date of 30 June 2020 (Series G Options) vesting 6 months from 24 July 2017 provided that the holder has continued to be engaged as a Director and employee of the Company prior to and at the vesting date, 1,000,000 Options will have an exercise price of $0.95 and an expiry date of 31 December 2020 (Series J Options) vesting 12 months from the 24 July 2017 provided that the holder has continued to be engaged as a Director and employee of the Company prior to and at the vesting date and 1,500,000 Options will have an exercise price of $1.20 and an expiry date of 31 December 2021 vesting 18 months from 24 July 2017 provided that the holder has continued to be engaged as a Director and

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employee of the Company prior to and at the vesting date. Other material terms and conditions of the Options are set out at Schedule 1.

(f) A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

(g) There will be no funds raised by the issue of the Options. Any proceeds received by the Company from the exercise of the Options will be used to provide additional working capital to the Company.

For the purposes of Part 2E.1 of the Corporations Act, the additional disclosures in Annexure 1 are made.

Board recommendation: The Directors (with Geoff Pocock abstaining) unanimously recommend that Shareholders vote in favour of approving the grant of Options to Geoff Pocock.

The Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the Options.

RESOLUTION 6 – GRANT OF OPTIONS TO TIM GOLDSMITH, NON-EXECUTIVE CHAIRMAN

Shareholder approval

Shareholder approval is sought for the grant of up to 1,000,000 Options with an exercise price of $0.75 and expiry date of 30 June 2020, up to 1,250,000 Options with an exercise price of $0.95 and expiry date of 31 December 2020 and up to 1,500,000 Options with an exercise price of $1.20 and expiry date of 31 December 2021 to Tim Goldsmith or his nominee, with the vesting conditions set out below, for all purposes, including ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act. These Options are proposed to be issued to Tim Goldsmith as part of his total Director remuneration package, where the Company seeks to conserve its cash reserves as best possible, whilst retaining the services of highly qualified and experienced personnel.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders:

• (h) The Options will be issued to Tim Goldsmith or to his nominee.

(i) The maximum number of Options that will be issued to Tim Goldsmith or to his nominee is 3,750,000.

(j) The Company proposes to issue the Options to Tim Goldsmith on 24 November 2017, but in any case no later than one month after the date of the Meeting.

• (k) Tim Goldsmith is a Director of the Company.

(l) The Options will be issued for no cash consideration. 1,000,000 Options will have an exercise price of $0.75 and an expiry date of 30 June 2020 (Series G Options) vesting 6 months from 24 July 2017 provided that the holder has continued to be engaged as a Director and employee of the Company prior to and at the vesting date, 1,250,000 Options will have an exercise price of $0.95 and an expiry date of 31 December 2020 (Series J Options) vesting 12 months from the 24 July 2017 provided that the holder has continued to be engaged as a Director and employee of the Company prior to and at the

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vesting date and 1,500,000 Options will have an exercise price of $1.20 and an expiry date of 31 December 2021 vesting 18 months from 24 July 2017 provided that the holder has continued to be engaged as a Director and employee of the Company prior to and at the vesting date. Other material terms and conditions of the Options are set out at Schedule 1.

(m) A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

(n) There will be no funds raised by the issue of the Options. Any proceeds received by the Company from the exercise of the Options will be used to provide additional working capital to the Company.

For the purposes of Part 2E.1 of the Corporations Act, the additional disclosures in Annexure 1 are made.

Board recommendation: The Directors (with Tim Goldsmith abstaining) unanimously recommend that Shareholders vote in favour of approving the grant of Options to Tim Goldsmith.

The Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the Options.

RESOLUTION 7 – GRANT OF OPTIONS TO TERRY WALSH, NON-EXECUTIVE DIRECTOR

Shareholder approval

Shareholder approval is sought for the grant of up to 450,000 Options with an exercise price of $0.75 and expiry date of 30 June 2020 and up to 450,000 Options with an exercise price of $0.90 and expiry date of 31 December 2020 to Terry Walsh or his nominee, with the vesting conditions set out below, for all purposes, including ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act. These Options are proposed to be issued to Terry Walsh as part of his total Director remuneration package, where the Company seeks to conserve its cash reserves as best possible, whilst retaining the services of highly qualified and experienced personnel.

For the purposes of ASX Listing Rule 10.13, the following information is provided to Shareholders:

• (o) The Options will be issued to Terry Walsh or to his nominee.

(p) The maximum number of Options that will be issued to Terry Walsh or to his nominee is 450,000.

• (q) The Company proposes to issue the Options to Terry Walsh on 24 November 2017, but in any case no later than one month after the date of the Meeting.

(r) Terry Walsh is a Director of the Company.

• (s) The Options will be issued for no cash consideration. 450,000 Options will have an exercise price of $0.75 and an expiry date of 30 June 2020 (Series G Options) and are fully vested and 450,000 Options will have an exercise price of $0.90 and an expiry date of 31 December 2020 (Series I Options) vesting on 7 August 2018 provided that the holder has continued to be engaged as a

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Director and employee of the Company prior to and at the vesting date. Other material terms and conditions of the Options are set out at Schedule 1.

(t) A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

(u) There will be no funds raised by the issue of the Options. Any proceeds received by the Company from the exercise of the Options will be used to provide additional working capital to the Company.

For the purposes of Part 2E.1 of the Corporations Act, the additional disclosures in Annexure 1 are made.

Board recommendation: The Directors (with Terry Walsh abstaining) unanimously recommend that Shareholders vote in favour of approving the grant of Options to Terry Walsh.

The Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the Options.

5. RATIFICATION OF PRIOR ISSUE OF SECURITIES

Background

The Company has made the following issues of Shares and Options under ASX Listing Rule 7.1:

On 20 March 2017, the Company announced that it had issued (i) 8,333,333 Shares at $0.60 per share raising $5.0 million and (ii) 4,166,667 free attaching Series H Options with an exercise price of $0.70 and expiry date of 31 December 2019, in a strategic placement to Mineral Resources Limited (ASX: MIN).

On 6 September 2017, the Company announced that it had issued 300,000 Series G Options with an exercise price of $0.75 and an expiry date of 30 June 2020 to a contractor to the Company for nil consideration as compensation for professional services provided to the Company.

ASX Listing Rule 7.1

ASX Listing Rule 7.1 restricts listed companies in relation to the number of equity securities that they can issue or agree to issue without shareholder approval. Generally, a listed company cannot, in any 12 month period, issue a number of equity securities which is more than 15% of their fully paid ordinary shares on issue without shareholder approval ( 15% limit ), unless an exception applies. The Company has not exceeded this 15% limit.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that where holders of ordinary securities approve a previous issue of securities made without approval under ASX Listing Rule 7.1, and provided that the previous issue of securities did not breach ASX Listing Rule 7.1, those securities shall be deemed to have been issued with Shareholder approval for the purpose of ASX Listing Rule 7.1.

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RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SECURITIES, PLACEMENT TO MINERAL RESOURCES LIMITED

Shareholder approval

Shareholder approval is now sought for the issue of 8,333,333 Shares and 4,166,667 unlisted Options with an exercise price of $0.70 and expiry date of 31 December 2019 as set out below, pursuant to ASX Listing Rule 7.4, to reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1, if required, over a 12 month period without seeking further Shareholder approval.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (a) the number of securities issued was 8,333,333 Shares and 4,166,667 Options.

• (b) 8,333,333 Shares were issued at $0.60 per share raising $5.0 million and 4,166,667 Options were issued for nil consideration.

• (c) the Shares issued rank equally with, and are on the same terms as, the existing Shares on issue. The terms of the Options issued are as follows:

Grant Date	Option Series	No of Options	Exercise Price	Expiry Date
20 Mar 2017	Series H	4,166,667	$0.70	31 Dec 2019

• (d) The Shares and Options were issued to Mineral Resources Limited (ASX:MIN).

• (e) Funds raised from the issue of 8,333,333 Shares have been and will be used to further the Company’s research and development programs and supplement the Company’s existing working capital. No funds were raised from the issue of 4,166,667 Options, the funds raised on the exercise of the Options will be used to supplement the Company’s existing working capital.

• (f) a voting exclusion applies to this item of business, as set out in the Notice of Meeting.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of ratifying the above issue of Equity Securities. This will enable the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s share capital under ASX Listing Rule 7.1 during a 12 month period without seeking further Shareholder approval.

RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

Shareholder approval

Shareholder approval is now sought for the issue 300,000 unlisted Options with an exercise price of $0.75 and expiry date of 30 June 2020 as set out below, pursuant to ASX Listing Rule 7.4, to reinstate the Company’s capacity to issue up to 15% of its ordinary issued capital under ASX Listing Rule 7.1, if required, over a 12 month period without seeking further Shareholder approval.

ASX Listing Rule 7.5 requires the following information to be provided to Shareholders:

• (g) the number of securities issued was 300,000 Options.

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• (h) the Options were issued for nil consideration.

• (i) The terms of the Options issued are as follows:

	Grant Date	Option Series	No of Options	Exercise Price	Expiry Date
1	Jul 2016	Series G	300,000	$0.75	30 Jun 2020

• (j) The Options were issued to a nominee of Mills Resources pursuant to an agreement to provide professional services to the Company.

• (k) No funds were raised from the issue of 300,000 Options, the funds raised on the exercise of the Options will be used to supplement the Company’s existing working capital.

• (l) a voting exclusion applies to this item of business, as set out in the Notice of Meeting.

Board recommendation: The Directors unanimously recommend that Shareholders vote in favour of ratifying the above issue of Equity Securities. This will enable the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s share capital under ASX Listing Rule 7.1 during a 12 month period without seeking further Shareholder approval.

6. RESOLUTION 10 – APPROVAL FOR 10% PLACEMENT CAPACITY

10.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities totalling up to 10% of its issued share capital through placements over a 12 month period after the entity’s annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (please refer to Section 10.2(c) below).

The Directors believe that Resolution 10 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

10.2 ASX Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

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Resolution 10 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 10 for it to be passed.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Notice, the Company has two quoted classes of Equity Securities on issue on the ASX, being the Shares (ASX Code: HZR) and listed Options (ASX Code: HZRO).

(c) Formula for calculating 10% Placement Capacity

The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rule 7.1 or 7.4. This does not include an issue of Shares under the Company's 15% placement capacity without Shareholder approval; and

(D) less the number of Shares cancelled in the previous 12 months. Note that A has the same meaning in ASX Listing Rule 7.1 when calculating the Company'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 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

10.3 Technical information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 10.

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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• (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 ASX trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking after which date, an approval under Listing Rule 7.1A ceases to be valid),

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 10 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2, on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

		Dilution	Dilution	Dilution
		$0.3225	$0.645	$0.9675
Number of Shares on
Issue
(Variable 'A' in ASX	Issue Price (per	(50%		(50%
Listing Rule 7.1A.2)	Share)	decrease in	(Current	increase in
		current issue	issue price)	current
		price)		issue price)
	Shares issued - 10% voting dilution	7,655,100	7,655,100	7,655,100
76,550,995
	Funds raised	$2,468,770	$4,937,539	$7,406,309
(Current Variable A)

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	Shares issued - 10% voting dilution	11,482,649	11,482,649	11,482,649
114,826,493
(50% increase in	Funds raised	$3,703,154	$7,406,309	$11,109,463
Variable A)*
	Shares issued - 10% voting dilution	15,310,199	15,310,199	15,310,199
153,101,990
(100% increase in	Funds raised	$4,937,539	$9,875,078	$14,812,618
Variable A)*

The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue, a scrip issued under a takeover offer or the issue of Shares on the exercise of options which complied with ASX Listing Rules when issued) or that are issued with Shareholder approval under ASX Listing Rule 7.1.

The table above uses the following assumptions:

1. Variable “A” in the above table is calculated with reference to the total shares on issue as at 6 October 2017.

2. The issue price set out above is the closing price of the Shares on the ASX on 6 October 2017.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

7. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

8. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(d) Purpose of Issue under 10% Placement Capacity

The Company may seek to issue the Equity Securities under the 10% Placement Facility in order to fund the Company’s research and development programs, fees in relation to the Company’s intellectual property rights and patent protection, as well as general working capital. The Company may also issue Equity Securities for non-cash consideration, such as

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for the acquisition of businesses or investments. If the Company issues Equity Securities for non-cash consideration, the Company will provide a valuation of the non-cash consideration that demonstrates that the deemed issue price of the Equity Securities complies with Listing Rule 7.1A.3. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon any issue of Equity Securities.

(e) Allocation under the 10% Placement Capacity

The Company’s allocation policy for the issue of Equity Securities under the 10% Placement Capacity will be dependent on the prevailing market conditions at the time of the proposed placement(s).

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained approval under ASX Listing Rule 7.1A at an Annual General Meeting on 15 November 2016.

The Company issued 2,809,286 unlisted Options under ASX Listing Rule 7.1A in the 12 months preceding the Annual General Meeting held on 15 November 2016 which represents 2.5% of the total number of Equity Securities on issue at that date. On 15 November 2016, the Company had 113,132,316 Equity Securities on issue made up of 65,598,516 Shares and 48,533,800 Options.

Equity Securities issued in the 12 months preceding the last approval are outlined on the following page.

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	Equity Securities Issued in the 12 months preceding the Meeting	Equity Securities Issued in the 12 months preceding the Meeting	Equity Securities Issued in the 12 months preceding the Meeting	Equity Securities Issued in the 12 months preceding the Meeting	Equity Securities Issued in the 12 months preceding the Meeting	Equity Securities Issued in the 12 months preceding the Meeting
	Date	Number	Class	Exercise Price	Expiry Date	Recipients	Issue Price	Discount to Market Price (if applicable)	Form of Consideration	Use/Intended Use	Consideration	Amount Spent	Current Value of Non-Cash Consideration (2)
	2/12/2016	575,000	Unlisted Options	$0.55	30/06/2019	Andrew Harris (Non-Executive Director)	Nil	N/A	Non-Cash	N/A	Performance based remuneration	N/A	$189,485
	2/12/2016	575,000	Unlisted Options	$0.75	30/06/2020	Andrew Harris (Non-Executive Director)	Nil	N/A	Non-Cash	N/A	As above	N/A	$197,194
	2/12/2016	600,000	Unlisted Options	$0.75	30/06/2020	Science Advisory Committee Members	Nil	N/A	Non-Cash	N/A	As above	N/A	$180,458
	21/03/2017	8,333,333	Ordinary Shares	N/A	N/A	Mineral Resources Limited	$ 0.60	-4%	Cash	See Note 1	$ 5,000,000	$ -	N/A
	21/03/2017	4,166,667	Unlisted Options	$0.70	31/12/2019	Mineral Resources Limited	Nil	N/A	Non-Cash	N/A	Free attching options as a term of placement of above noted shares	N/A	$1,537,000
	21/03/2017	6,250	Ordinary Shares	N/A	N/A	Listed optionholders on exercise	$ 0.30	-55%	Cash	See Note 1	$ 1,875	$ -	N/A
	21/03/2017	350,000	Unlisted Options	$0.75	30/06/2020	Participants of Employee Incentive Plan	Nil	N/A	Non-Cash	N/A	Performance based remuneration	N/A	$ 138,339
	27/04/2017	3,556,434	Ordinary Shares	N/A	N/A	Shareholders who participated in a Share Purchase Plan	$ 0.60	0%	Cash	See Note 1	$ 2,133,860	$ -	N/A
	27/04/2017	11,962	Ordinary Shares	N/A	N/A	Listed optionholders on exercise	$ 0.30	-50%	Cash	See Note 1	$ 3,589	$ -	N/A
	27/04/2017	750,000	Unlisted Options	$0.95	31/12/2029	Participants of Employee Incentive Plan	Nil	N/A	Non-Cash	N/A	Performance based remuneration	N/A	$ 298,836
	27/04/2017	1,000,000	Unlisted Options	$1.20	31/12/2021	Participants of Employee Incentive Plan	Nil	N/A	Non-Cash	N/A	Performance based remuneration	N/A	$ 419,959
	13/06/2017	1,300,000	Unlisted Options	$0.75	30/06/2020	Participants of Employee Incentive Plan	Nil	N/A	Non-Cash	N/A	Performance based remuneration	N/A	$ 346,510
	14/06/2017	44,500	Ordinary Shares	N/A	N/A	Listed optionholders on exercise	$ 0.30	-39%	Cash	See Note 1	$ 13,350	$ -	N/A
	6/09/2017	300,000	Unlisted Options	$0.75	30/06/2020	Consultant to the Company (Mills Resources)	Nil	N/A	Non-Cash	N/A	Services provided to the Company	N/A	$ 52,026
	Note 1: Funds raised were used in the Company's research and development activities, including the construction of a pre-pilot plant and to fund exisiting and future general working capital requirments. The remaining funds are intended to be used to continue to develop the Company's social media products and for general working capital.
	Note 2: Valuation of options is at thegrant date usingthe Black & Scholes methodology

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ANNEXURE 1 – ADDITIONAL DISCLOSURES REQUIRED BY CHAPTER 2E.1

The following information is provided to comply with sections 219 of the Corporations Act. Neither the Directors nor the Company are aware of any other information that is material to or would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by Resolutions 5, 6 and 7 which is not set out in this Notice.

Nature of Financial Benefit

Using the Black-Scholes option pricing model and on the basis of the assumptions set out below, the Company has determined the value of the financial benefit to be provided to the Directors pursuant to each of Resolutions 5, 6 and 7 is as follows:

Resolu		Number of Options	Exercise	Expiry date	Vesting date	Valuation
tion	Name		price
5	Geoff Pocock	750,000 (Series G)	$0.75	30 June 2020	24 Jan 2018	$130,065
5	Geoff Pocock	1,000,000 (Series J)	$0.95	31 Dec 2020	24 July 2018	$168,823
5	Geoff Pocock	1,500,000 (Series K)	$1.20	31 Dec 2021	24 Jan 2019	$276,123
						$575,010
6	Tim Goldsmith	1,000,000 (Series G)	$0.75	30 June 2020	24 Jan 2018	$173,419
6	Tim Goldsmith	1,250,000 (Series J)	$0.95	31 Dec 2020	24 July 2018	$211,029
6	Tim Goldsmith	1,500,000 (Series K)	$1.20	31 Dec 2021	24 Jan 2019	$276,123
						$660,571
7	Terry Walsh	450,000 (Series G)	$0.75	30 June 2020	Vested	$78,039
7	Terry Walsh	450,000 (Series I)	$0.90	31 Dec 2020	7 Aug 2018	$78,484
						$156,522

The Black-Scholes option pricing model inputs for the calculation of the valuations include:

• (i) Issue Price : Options are to be granted for no cash consideration.

• (ii) Grant Date : The Company granted the Options to Geoff Pocock and Tim Goldsmith on 24 July 2017 and to Terry Walsh on 7 February 2017, subject to receiving Shareholder approval. The grant dates for Tim Goldsmith and Terry Walsh are the dates they were appointed Directors of the Company. The Company proposes to issue the Options on 24 November 2017 providing that the respective Resolution has been approved by Shareholders, but in any case, no later than one month after the date of passage of the Resolution.

• (iii) Vesting Conditions: The Options have a range of vesting dates as noted in the table above and vest provided the holder has continued to be engaged as an employee or contractor of the Company prior to the vesting date.

• (iv) Share price at valuation date: $0.45 being the VWAP for the 5 trading days ending on the valuation date 7 September 2017.

• (v) Expected Price Volatility: 80% based on a calculation of historic volatility

• (vi) Expected Dividend Yield: nil.

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• (vii) Risk-Free Interest Rate: 1.95% for the Series G, J and I Options and 2.18% for the Series K Options being the risk-free rate is based on the applicable Australian government bond yields on 6 September 2017.

• (viii) Discount: 0%

Director’s Recommendation

As noted in Resolutions 5, 6 and 7 the Directors who are not beneficiaries in the Resolution unanimously recommend that Shareholders vote in favour of approving the grant of Options.

The Directors do not consider that from an economic and commercial point of view, there are any costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in issuing the ADS Options or Options.

The Director who is a beneficiary of the proposed Option issue has abstained from recommending the Resolution as a result of their material personal interest in the outcome.

Directors Interest

The Director being granted Options in each of Resolutions 5, 6 and 7 has a personal interest in the outcome of that Resolution.

Other information reasonably required by Shareholders to make a decision that is known to the Company or any of its Directors

Dilution

The table below sets out the dilutionary effect that, subject to obtaining the necessary Shareholder approvals, will occur as a result of the issue of the Options proposed to be issued under Resolutions 5, 6 and 7.

Security Holder	Fully Diluted Holding in Company before passing Resolutions 5, 6 & 7	Fully Diluted Holding in Company after passing Resolutions 5, 6 & 7
Tim Goldsmith	0.31%	2.93%
Danielle Lee	0.71%	0.67%
Andrew Harris	0.86%	0.81%
Terry Walsh	0.14%	0.77%
Geoff Pocock	9.13%	10.90%
All Other Shareholders	88.85%	83.92%
TOTAL	100.00%	100.00%

After the passing of Resolutions 5, 6 and 7 and the subsequent issue of the Options, the Directors’ direct and indirect interests in Shares and Options will be as outlined below:

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	PRIOR TO PASSING RESOLUTIONS 5, 6 & 7	PRIOR TO PASSING RESOLUTIONS 5, 6 & 7	PRIOR TO PASSING RESOLUTIONS 5, 6 & 7	PRIOR TO PASSING RESOLUTIONS 5, 6 & 7	AFTER PASSING RESOLUTIONS 5, 6 & 7	AFTER PASSING RESOLUTIONS 5, 6 & 7	AFTER PASSING RESOLUTIONS 5, 6 & 7	AFTER PASSING RESOLUTIONS 5, 6 & 7
Security Holder	Ordinary Shares	Listed Options	Unisted Options	Total holding (prior to passing Resolution 5)	Ordinary Shares	Listed Options	Unisted Options	Total holding (after passing Resolution 5)
Tim Goldsmith	358,422	62,500	-	420,922	358,422	62,500	3,750,000	4,170,922
Danielle Lee	-	-	950,000	950,000	-	-	950,000	950,000
Andrew Harris	-	-	1,150,000	1,150,000	-	-	1,150,000	1,150,000
Terry Walsh	50,000	140,000	-	190,000	50,000	140,000	900,000	1,090,000
Geoff Pocock	4,200,000	1,050,000	7,000,000	12,250,000	4,200,000	1,050,000	10,250,000	15,500,000
All Other Shareholders	71,942,573	13,968,588	33,366,667	119,277,828	71,942,573	13,968,588	33,366,667	119,277,828
TOTAL	76,550,995	15,221,088	42,466,667	134,238,750	76,550,995	15,221,088	50,366,667	142,138,750

Remuneration

As outlined in the Remuneration Report in the 2017 Annual Report, the Directors have resolved that the Non-Executive Directors will receive the following Director’s fees (exclusive of superannuation where applicable).

Non-Executive Director	Director’s Fees
Tim Goldsmith	$60,000plus statutorysuperannuation
Danielle Lee	$25,000plus statutorysuperannuation
Andrew Harris	$25,000plus statutorysuperannuation
Terry Walsh	$25,000plus statutorysuperannuation

As outlined in the Remuneration Report in the 2017 Annual Report the following services agreements are in place:

• (a) Geoff Pocock the Chief Executive Office receives an annual base salary $240,000 per annum plus statutory superannuation.

• (b) Consulting agreement with Walsh Consulting (WA) Pty Ltd, a company controlled by Terry Walsh. Compensation: (i) a monthly retainer of $8,500 plus GST, (ii) 100,000 ordinary shares and (iii) 250,000 Series E Options ($0.30 exercise price, expiring 31 December 2018) issued upon appointment for no consideration.

The remuneration of the Directors for the year ending 30 June 2017 (for clarity, this is before the issue of the proposed Options referred to above), is outlined below:

	Cash salary	Cash	Super-	Share- based
	and fees	Bonus	annuation	payments Total
	$		$	$ $
Non-Executive Directors:
Rick Hopkins 3	35,000	-	3,325	8,192 46,517
Bryant McLarty 1, 3, 4	14,583	-	792	(7,231) 8,144
Danielle Lee	25,000	-	2,375	5,958 33,333

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Andrew Harris		25,000		-		2,375		271,469	271,469	298,844
Terry Walsh 2		10,167		-		966			17,183	28,316
Executive Directors:
Geoff Pocock		240,000		120,000		22,800			29,789	412,589
Total		349,750		120,000		32,633		325,360		827,783

• 1 Represents remuneration from 1 July 2016 to 7 February 2017 (resignation date). 2 Represents remuneration from 7 February 2017 (appointment date) to 30 June 2017.

• 3 Payments above are only those made in capacity as Director. They do not include amounts for other services paid. Related party payments have been disclosed in Note 18 of the Annual Report for the year ended 30 June 2017.

• 4 These include the forfeiture of options as a result of not meeting the service condition on resignation.

Historic Share Price Information

The highest and lowest closing market prices for the Company’s Shares for the twelve months prior to 6 October 2017 is as follows based on closing:

	Share Price	Date
Highest	$0.75	26 March 2017
Lowest	$0.40	21 September 2017
Last	$0.645	6 October 2017

6. ENQUIRIES

Shareholders may contact the Company Secretary if they have any queries in respect of the matters set out in these documents.

Emma Waldon Company Secretary Hazer Group Limited Suite 2, 29 The Avenue Nedlands WA 6009 Australia

Tel: +61 417 800 529 Email: ewaldon@hazergroup.com.au

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S C H E D UL E 1 – O PT I O N S T E R M S A ND C O N DI T I O N S

The Options that are the subject of Resolutions 5, 6 and 7 will be issued on the following terms and conditions

1. Each Option entitles the holder to one Share (fully paid ordinary share).

2. The exercise price of the Options are outlined in each Resolution.

3. The vesting condition of the Options are outlined in each Resolution.

4. Subject to the vesting hurdle being met, the Options are exercisable at any time prior to 5.00 pm WST on the expiry dates noted in each Resolution (" Expiry Date ").

5. The Options are only transferable with Board approval. The Options are not intended to be quoted.

6. The Company will provide to each Option holder a notice that is to be completed when exercising the Options (" Notice of Exercise "). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.

7. Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.

8. There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give an Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

9. If there is a bonus issue (" Bonus Issue ") to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (" Bonus Shares "). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

10. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules.

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GLOSSARY

Annual General Meeting , AGM or Meeting means the meeting convened by the Notice.

ASX means ASX Limited (ABN 98 008 624 691).

ASX Listing Rules means the Listing Rules of ASX.

AWST means Australian Western Standard Time, Perth, Western Australia.

Board means the board of Directors of the Company as constituted from time to time.

Business Day has the meaning given to that term in ASX Listing Rule 19.12.

Closely Related Parties , in relation to a member of KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with Hazer, any company the member controls, and a person prescribed by the Corporations Regulations 2001 (Cth).

Company or Hazer means Hazer Group Limited (ABN 40 144 044 600).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Documents means each of the Notice, Explanatory Statement and the Proxy Form and all other documents that accompany each other when sent to each Shareholder.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel or KMP has the same meaning given in the accounting standards. Broadly speaking this includes those persons with the authority and responsibility for planning, directing and controlling the activities of the Company (whether directly or indirectly), and includes any Directors of the Company.

Notice means the notice of Meeting that accompanies and forms part of the Documents.

Option means an option, if exercised in accordance with its terms, to acquire one Share in the Company.

Ordinary Resolution means a resolution passed by more than 50 per cent of the votes at a general meeting of Shareholders.

Proxy Form means the proxy form attached to this Notice of Meeting.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Share Registry means Link Market Services.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average price of trading in Shares on the ASX market and the Chi-X market over a specified period, excluding block trades, large portfolio trades, permitted trades during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours trades ad exchange traded option exercises.

Interpretation

In these Documents, unless the context requires otherwise:

• (a) a reference to a word includes the singular and the plural of the word and vice versa;

• (b) a reference to a gender includes any gender;

• (c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

• (d) a term which refers to a natural person includes a company, a partnership, an association, a corporation, a body corporate, a joint venture or a governmental agency;

• (e) headings are included for convenience only and do not affect interpretation;

• (f) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

• (g) a reference to a thing includes a part of that thing and includes but is not limited to a right;

• (h) the terms “included”, “including” and similar expressions when introducing a list of items do not exclude a reference to other items of the same class or genus;

• (i) a reference to a statute or statutory provision includes but is not limited to:

• (i) a statute or statutory provision which amends, extends, consolidates or replaces the statute or statutory provision;

• (ii) a statute or statutory provision which has been amended, extended, consolidated or replaced by the statute or statutory provision; and

• (iii) subordinate legislation made under the statute or statutory provision including but not limited to an order, regulation, or instrument;

• (j) a reference to “$”, “A$”, “Australian Dollars” or “dollars” is a reference to the lawful tender for the time being and from time to time of the Commonwealth of Australia; and

• (k) a reference to an asset includes all property or title of any nature including but not limited to a business, a right, a revenue and a benefit, whether beneficial, legal or otherwise.

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HAZER GROUP LIMITED

ABN 40 144 044 600

LODGE YOUR VOTE

• ONLINE

• www.linkmarketservices.com.au

BY MAIL  Hazer Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

 ALL ENQUIRIES TO

Telephone: +61 1300 554 474

LODGEMENT OF A PROXY FORM HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM To appoint a second proxy you must: votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS Individual:

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given above by 9:30am (WST) on Monday, 20 November 2017, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

ONLINE



www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the reverse of this Proxy Form).

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

NAME SURNAME ADDRESS LINE 1 ADDRESS LINE 2 ADDRESS LINE 3 ADDRESS LINE 4 ADDRESS LINE 5 ADDRESS LINE 6

X99999999999

X99999999999

PROXY FORM

I/We being a member(s) of Hazer Group Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 9:30am (WST) on Wednesday, 22 November 2017 at Steves, 30 The Avenue, Nedlands WA 6009 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 5, 6 and 7: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 5, 6 and 7, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 1 Adoption of the Remuneration 9 Ratification of Prior Issue of Report Securities 2 Re-Election of Director – 10 Approval of 10% Placement Tim Goldsmith Capacity 3 Re-Election of Director – Danielle Lee 4 Re-Election of Director – Terry Walsh 5 Grant of Options to Geoff Pocock 6 Grant of Options to Tim Goldsmith

• 7 Grant of Options to Terry Walsh

• 8 Ratification of Prior Issue of Securities, Placement to Mineral Resources Limited

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

HZR PRX1701D