HELIX RESOURCES LIMITED — AGM Information 2016

Oct 25, 2016

Helix Resources Limited

ACN 009 138 738

NOTICE OF ANNUAL GENERAL MEETING 2016

Time: 3.30pm (WST)

Date: Monday 28 November 2016

Place: Grant Thornton Board Room Level 2, 10 Kings Park Road West Perth WA 6005

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 on +61 8 9321 2644.

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Notice of Annual General Meeting

Notice is hereby given that the 2016 Annual General Meeting of members of Helix Resources Limited ( Helix or the Company ) will be held at 3.30pm (WST) on Monday, 28 November 2016 at the board room of Grant Thornton being Level 2, 10 Kings Park Road, West Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered. Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Annual General Meeting. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the directors have determined that the identity of those entitled to attend and vote at the meeting is to be taken to be those persons who hold shares in the Company as at 3.30pm on Saturday 26 November 2016.

AGENDA

ORDINARY BUSINESS

Accounts

To receive and consider the Annual Report of the Company for the financial year ended 30 June 2016, together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.

Resolutions

1. 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, and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s Annual Report for the year ended 30 June 2016.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report; or

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

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

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

2. Re-Election of Director

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

“That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Pasquale Rombola, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

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PROXIES

A Proxy Form accompanies this Notice of Meeting and to be effective must be received at:

In person at: Helix Resources Limited, 78 Churchill Avenue, SUBIACO WA 6008. OR By post to: Helix Resources Limited, 78 Churchill Avenue, SUBIACO WA 6008. OR By email to the Company Secretary at mike.naylor@helix.net.au OR By facsimile on : (61 8) 9321 3909

by not later than 3.30pm (WST), Saturday, 26 November 2016.

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

Michael Naylor Company Secretary 25 October 2016

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders of Helix Resources Limited ( Helix or the Company ) in connection with the business to be conducted at an Annual General Meeting of Shareholders to be held at the office of Grant Thornton, being Level 2, 10 Kings Park Road, West Perth, Western Australia on Monday, 28 November 2016 at 3.30pm.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Annual General Meeting.

Shareholders should note that all the Directors approved the proposal to put the Resolutions to Shareholders as outlined in the Notice of Annual General Meeting and to prepare this Explanatory Statement.

Proxies

Please note that:

• (a) a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company;

• (c) a Shareholder may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

• (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

Members of Key Management Personnel and their Closely Related Parties may not be able to vote as proxy on Resolution 1 unless the Shareholder directs them how to vote or, in the case of the Chairman, unless the Shareholder expressly authorises him to do so. If a Shareholder intends to appoint a member of Key Management Personnel or their Closely Related Parties (other than the Chairman) as its proxy, the Shareholder should ensure that it directs the proxy how to vote on Resolution 1.

If a Shareholder intends to appoint the Chairman as its proxy on Resolution 1 the Shareholder can direct the Chairman how to vote by marking one of the boxes for Resolution 1 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, the Shareholder can expressly authorise the Chairman to vote as the Chairman thinks fit on Resolution 1 by marking the appropriate box on the Proxy Form even though Resolution 1 is connected to the remuneration of the Chairman and even if the Chairman has an interest in the outcome of that Resolution.

To vote by proxy, please complete and sign the enclosed Proxy Form and send by:

• (a) Post or deliver by person to to the Company’s registered office at 78 Churchill Avenue, Subiaco, Western Australia 6008; or

• (b) email to the Company Secretary at mike.naylor@helix.net.au.

so that it is received by no later than 3.30pm (WST) on Saturday, 26 November 2016. Proxy Forms received later than this time will be invalid.

Voting Entitlements

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 3:30pm (WST) on Saturday 26 November 2016. Accordingly, transactions registered after that time will be disregarded in determining Shareholder’s entitlement to attend and vote at the Annual General Meeting.

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1. FINANCIAL STATEMENTS AND REPORTS

The Corporations Act requires the Annual Report of the Company for the year ended 30 June 2016, which includes the Financial Report of the Company, the Directors’ Report, the Remuneration Report and the Auditor’s Report, to be laid before the Annual General Meeting. The financial statements and reports are contained in the Annual Report. Shareholders who have elected to receive the Annual Report have been provided with a copy. The Annual Report is also available on ASX’s website.

While no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

Section 249L(2) of the Corporations Act requires a company to inform shareholders that a resolution on the Remuneration Report will be put at the Annual General Meeting. However, section 250R(3) of the Corporations Act expressly provides that the vote on this Resolution is advisory only and does not bind the Directors of the Company.

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

If at least 25% of the votes on this Resolution are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company’s 2017 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of the Directors ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company’s 2017 annual general meeting. All of the Directors who were in office when the Company’s 2017 Directors’ report was approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election is approved will be the directors of the Company.

In accordance with section 250SA of the Corporations Act, the Chairman will provide a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

If you appoint a member of the Key Management Personnel as your proxy

If you elect to appoint a member of Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of that member, you must direct the proxy how they are to vote . Undirected proxies granted to these persons will not be included in any vote on Resolution 1.

If you appoint the Chair as your proxy

If you elect to appoint the Chair as your proxy, you do not need to direct the Chair how you wish them to exercise your vote on Resolution 1.

RESOLUTION 2 - ELECTION OF DIRECTOR

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third Annual General Meeting following the director’s appointment or 3 years, whichever is the longer.

Clause 13.2 of the Constitution provides that at the Company's annual general meeting in every year, one-third of the Directors for the time being shall retire from office. The Directors to retire at an annual general meeting are those who have been longest in office since their last election. A Director who retires by rotation under clause 13.2, is eligible for re-election.

The Company currently has three Directors and accordingly one must retire.

Mr Pasquale Rombola, the Director longest in office since his last election, retires by rotation and seeks re-election.

Mr Rombola has extensive experience in the investment banking industry in Sydney, London, Hong Kong and Singapore specialising in Asian and Australian equities and equities business management. He has worked for both Morgan Stanley and Deutsche Bank. He held a variety of roles with Morgan Stanley, including Head of the ASEAN equity and Global Head of the Asia equity sales force. He was also responsible for the development of the Morgan Stanley equity business in Indonesia.

Mr Rombola has extensive experience in dealings with institutional equity clients, executing capital raisings for public companies and also in equity business management across product areas.

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ABN 27 009 138 738
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Lodge your vote:

 By Mail:

Helix Resources Limited 78 Churchill Avenue Subiaco WA 6008

By Facsimile: +61 8 9321 3909

By Email: mike.naylor@helix.net.au

For all enquiries call:

Telephone: (61 8) 9321 2644 Email: helix@helix.net.au

Proxy Form

 Instructions

1. Every shareholder has the right to appoint some other person or company of their choice, who need not be a shareholder, to attend and act on their behalf at the meeting. If you wish to appoint a person or company other than the Chairman, please insert the name of your proxyholder(s) in the space provided (see reverse).

2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

3. This proxy should be signed by the shareholder/s as named on this proxy.

4. If a shareholder appoints two proxies, each proxy may be appointed to represent a specific proportion of the shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the shareholder’s voting rights. Fractions shall be disregarded.

5. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

6. To be effective, proxies must be delivered by shareholders as follows: Shareholders must deliver their proxies prior to 3.30pm (WST), Saturday, 26 November 2016 by mail to 78 Churchill Avenue, Subiaco WA 6008, or facsimile at (08) 9321 3909, or hand at 78 Churchill Avenue, Subiaco WA 6008, or email to mike.naylor@helix.net.au.

7. For the purposes of Regulation 7.11.37 of the Corporations Regulations the Company determines that shareholders holding shares at 3.30pm on Saturday 26 November 2016 will be entitled to attend and vote at the Meeting.

8. The Chairman intends to vote in favour of resolutions 1 and 2

9. as set out in the Notice of Meeting.

10. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting.

11. This proxy should be read in conjunction with the accompanying documentation provided by the Company.

12. The shares represented by this proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any poll that may be called for, and if the shareholder has specified a choice in respect of any matter to be acted upon, the shares will be voted accordingly.

Turn over to complete the form 

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘x’) should advise your broker of any changes.

Please mark  to indicate your directions

 Proxy Form

•  PLEASE NOTE: This proxy is solicited on behalf of the management of Helix Resources Limited ACN 009 138 738 (the "Company") for use at the meeting of the shareholders of the Company to be held at Grant Thornton Board Room, Level 2, 10 Kings Park Road, West Perth WA 6005 on Tuesday 28 November 2016 3.30pm (WST) or any adjournment thereof (the "Meeting").

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Helix Resources Limited hereby appoint

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 PLEASE NOTE: If you leave this box blank, the Chairman of the Meeting will be your proxy.

the Chairman OR of the meeting

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions at the Meeting and at any adjournment of that meeting.

If you have not appointed the Chairman of the Meeting as your proxy and you are appointing a second proxy please complete the following:

Proxy 1 is appointed to represent _% of my voting right and Proxy 2 is appointed to represent _% of my total votes.

My total voting right is ____ shares.

 PLEASE NOTE: If the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes.

With respect to any amendment or variations to the matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting, I/we confer discretionary authority on the person voting on behalf of me/us to vote as that person sees fit. At the time of printing this Form of Proxy, the Company knows of no such amendment, variation or other matter.

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

The Chairman of the Meeting (where appropriately authorised) intends to vote undirected proxies in favour of Resolutions 1 and 2. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made.

STEP 2

Items of Business

 PLEASE NOTE: If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and your votes will not be counted in computing the required majority on that item.

If you wish to direct how your proxy is to vote, please tick the appropriate boxes below.	FOR	AGAINST	ABSTAIN
Resolution 1: Adoption of Remuneration Report			
Resolution 2: Re-Election of Director			

SIGN Signing by member This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Member 1 Member 2 (if joint holding) Member 3 (if joint holding) / Sole Director and Sole Secretary Director/Company Secretary Director Date

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