HELIX RESOURCES LIMITED — AGM Information 2005

Oct 20, 2005

HELIX RESOURCES LIMITED

ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING 2005

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

A PROXY FORM IS ENCLOSED

The Directors recommend that shareholders vote in favour of each of the Resolutions contained in this Notice of Meeting.

Please read the Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting of Shareholders please complete and return the enclosed Proxy Form in accordance with the specified directions.

HELIX RESOURCES LIMITED ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2005 Annual General Meeting of the members of Helix Resources Limited (the Company) will be held in The Pinnacles Room, at the Parmelia Hilton Hotel. Mill Street, Perth, Western Australia on Monday, 28 November 2005 at 9.30am (WST).

ORDINARY BUSINESS

Accounts

To receive the financial report for the period ended 30 June 2005, the directors' report and auditor's report.

Resolutions

$\mathbf{1}$ Flection of Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Riccardo Emanuele Maria Vittino, being a director of the Company who retires by rotation pursuant to Rule $8.1(e)(2)$ of the Company's Constitution, and being eligible for re-election, is re-elected as a director of the Company."

$2.$ Election of Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Gregory James Wheeler, being a director of the Company who retires by rotation pursuant to Rule $8.1(e)(2)$ of the Company's Constitution, and being eligible for re-election, is re-elected as a director of the Company."

$\overline{3}$ . Appointment of Auditors

To consider, and if thought fit to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Section 327B of the Corporations Act and for all other purposes, Bentleys MRI having consented in writing to act as auditors of the Company, be appointed as auditors of the Company with effect from the date the Australian Securities and Investments Commission gives its consent to the resignation of the Company's present auditors or such other date fixed by the Australian Securities and Investments Commission."

4. Remuneration Report

To consider, and if thought fit to pass, with or without amendment, the following resolution as a non-binding resolution:

"That for the purposes of Section $250R(2)$ of the Corporations Act, the Company adopt the Remuneration Report."

SPECIAL BUSINESS

$5.$ Adoption of New Constitution

To consider, and if thought fit, pass the following resolution as a special resolution:

"The Company adopt the Constitution tabled at the meeting and signed by the Chairperson by way of identification; effective from the date of the Company's Annual General Meeting, in substitution for, and to the exclusion of, the existing Constitution of the Company."

EXPLANATORY MEMORANDUM

The Explanatory Memorandum to Shareholders accompanying this Notice of Meeting is incorporated into and forms part of this Notice of Meeting.

SNAPSHOT DATE

The Directors have determined that for the purposes of Regulation 7.11.37 of the Corporations Regulations, the persons eligible to vote at the meeting will be those persons who are registered shareholders at 9.30am (WST), Saturday, 26 November 2005.

PROXIES

A Proxy Form accompanies this Notice and to be effective must be received at the Company's registered office:

	In person at: Helix Resources Limited 9 Richardson Street WEST PERTH WA 6005
OR	By post to: Helix Resources Limited PO Box 825 WEST PERTH WA 6872

By facsimile on: 08 9321 3909 OR

by not later than 9.30am (WST), Saturday, 26 November 2005.

Each shareholder is entitled to appoint a proxy. The proxy does not need to be a member of the Company.

A shareholder who 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. If no proportion or number is specified, each proxy may exercise half of the shareholder's votes.

By Order of the Board

Riccardo E M Vittino Company Secretary

HELIX RESOURCES LIMITED

ACN 009 138 738

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum has been prepared to assist Shareholders of the Company in understanding the business to be put to shareholders for their consideration at the forthcoming Annual General Meeting of the Company.

The Directors recommend that you read this Explanatory Memorandum and attend the forthcoming Annual General Meeting.

Resolutions 1 and 2 - Re-election of Riccardo Vittino and Gregory Wheeler

The Company's Constitution requires that at the annual general meeting one third of the directors for the time being shall retire from office. Each of Mr Vittino and Mr Wheeler are eligible for re-election and these resolutions are placed before Shareholders seeking their respective re-elections.

Resolution 3 - Appointment of Auditors

Section 327B of the Corporations Act provides that a public company must appoint an auditor to fill any vacancy in the office of auditor at each annual general meeting.

A shareholder of the Company has nominated Bentleys MRI as auditor of the Company. A copy of this nomination is annexed to this Explanatory Statement.

Bentleys MRI has consented to act as the Company's auditor in accordance with the Corporations Act and has not withdrawn that consent.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

Resolution 4 - Adoption of Remuneration Report

The Remuneration Report is set out in the Annual Report.

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. However, Shareholders should note that the vote on Resolution 4 is advisory only and not binding on the Company or its Directors.

Resolution 5 - Adoption of New Constitution

A company may modify or repeal its constitution or a provision of its constitution by a special resolution of Shareholders.

Resolution 5 is being put to shareholders because the adoption of a new constitution requires the approval of shareholders.

The Company's constitution (Constitution) has not been significantly updated since 2001. Since then, there have been a number of changes to the Corporations Act and the Australian Stock Exchange Limited Listing Rules which affect the constitutions of public listed companies. In light of these and other developments, there are a number of provisions in the Constitution which require updating or clarification. In addition, changes in market conditions and practices have made a number of the provisions of the existing Constitution inefficient and in some cases overly restrictive.

For this reason, it is considered appropriate to adopt a new constitution rather than amend the Constitution in a piecemeal manner.

The proposed Constitution may be inspected at the Company's website, at the Company's registered office or at the Annual General Meeting. A copy of the Constitution will be sent to any shareholder who requests a copy prior to the date of the meeting by contacting the Company Secretary on (61 8) 9321 2644. Shareholders who wish to understand all changes are urged to obtain and consider a copy of the Constitution.

Examples of the nature of the more significant changes are as follows:

• provisions relating to the share capital and dealings with shares and other securities in the Company have been simplified. For example, the procedures for the transfer and transmission of shares have been updated to accommodate technological advances;
• the proposed constitution contains provisions dealing with small shareholdings which are consistent with the Listing Rules and allows the Company to sell the shares of a member where the member holds less than a marketable parcel, subject to following the detailed procedure in the proposed constitution. A provision to this effect was not included in the existing Constitution however it is a standard provision and is provided for in the Listing Rules. The large number of shareholders who hold less than a marketable parcel are a cost to the Company and this process will allow the Company to "fidy up" the register if it determines it appropriate to do so; and
• provisions relating to directors have been updated to reflect current legal requirements and practice. For instance, the powers and proceedings of directors have been modified to ensure that these provisions are consistent with the Listing Rules.

These examples are not a comprehensive list or explanation of all changes and shareholders should read a copy of the constitution to understand all the changes.

Enquiries

Shareholders should contact the Company Secretary on (61 8) 93212644 if they have any queries in respect of the matters set out in these documents.

HELIX RESOURCES LIMITED ACN 009 138 738

PROXY FORM

The Company Secretary Helix Resources Limited PO Box 825 WEST PERTH WA 6872 Facsimile 08 9321 3909

$I/We$ (full name)

of

being a member of Helix Resources Limited (the Company) and entitled to attend and vote, appoint (full name)

or, failing him/her, the Chairperson of the meeting, as my/our proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 9.30 am on Monday, 28 November 2005 and at any adjournment of the meeting and to demand a poll.

If 2 proxies are appointed, the percentage of voting rights this proxy is appointed to represent is $\%$ (see note 2 below).

INSTRUCTIONS AS TO VOTING

If you wish to instruct your proxy how to vote with respect to the proposed resolutions, please tick or otherwise mark the appropriate box opposite each item below. Unless instructed to the contrary, proxies in favour of the chairperson will be used in support of the specific matters set out in the notice of meeting.

	ORDINARY BUSINESS	For	Against	Abstain
	Re - election of Riccardo Vittino as a Director	□		о
$\overline{2}$	Re - election of Greg Wheeler as a Director	O		в
3	Appointment of Auditor	n		D
4	Adoption of Remuneration Report (Non Binding Resolution) $\Box$			B
	SPECIAL BUSINESS
5	Adoption of new Constitution

Dated:

Individuals or Joint Holders	Companies
Signature	The Common Seal of the shareholder was affixed in the presence of:
Signature	Director	Director/Secretary

Sole Director and Sole Company Secretary

Notes

Any instrument appointing a proxy in which the name of the appointee is not filled in is regarded as given in favour of the chairperson of the meeting.

• $\mathbf{I}$ A member entitled to attend and vote is entitled to appoint not more than 2 proxies to attend and vote instead of the member. Where 2 proxies are appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. If the appointment does not specify the proportion or the number of the member's votes each proxy may exercise, each proxy may exercise half of the votes. An additional proxy form will be supplied by the Company on request.
• $\overline{2}$ A proxy need not be a member of the Company.
• $\overline{3}$ Proxy forms must be signed by a member or the member's attorney or, if the member is a corporation, must be under its common seal or by 2 directors, 1 director and 1 secretary, or if it is a proprietary company that has a sole director who is also the sole secretary, that director, or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of shares in the Company, then the relevant authority must either have been exhibited previously to the Company or be enclosed with the proxy form.
• 4 The proxy form and authority (if any) under which it is signed must be deposited at Helix Resources Limited, PO Box 825, WEST PERTH WA 6872 or 9 Richardson Street, WEST PERTH WA 6005 or transmitted by facsimile to that office on (08) 9321 3909 no later than 48 hours before the time set for the meeting. Unless this is done the proxy will not be treated as valid.