HIGHFIELD RESOURCES LIMITED — AGM Information 2019

Apr 17, 2019

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Dear Fellow Shareholders,

On behalf of Highfield Resources Limited, it is my pleasure to invite you to attend the Company’s 2019 Annual General Meeting.

The 2018 financial year concluded on 31 December 2018 and it was a year that continued to deliver a few surprises for the Company. The requirement from the Spanish government authorities in March 2018 that the Company provide another layer of detail to its already comprehensive reports on seismicity, subsidence and salt by-product management was something we hadn’t anticipated and has effectively added one year to the overall permitting process. We remain confident that the quantity and quality of our work will assist us in the subsequent approvals that are required after the environmental permit. Certainly, the government authorities in Navarra, Aragon and Madrid have all responded positively to the work that has been carried out to meet the additional requirements. Our team in Pamplona has responded admirably to the Government requests, working with good grace while maintaining the focus and commitment necessary to secure the environmental permit as soon as possible.

Over the last 12 months our other activities have re-confirmed the competitive attractiveness of the Muga mine, with independent third-party reviews delivering additional confidence as well as a new Ore Reserves statement which tested all aspects of the project model. These studies have reinforced the Board’s commitment to deliver the project for the benefit of all stakeholders.

Potash prices in 2018 have continued to strengthen, slightly better than we had predicted with prices typically US$35 per tonne better than in 2017 and now about US$45 per tonne above the 2016 lows. Most forecasters are predicting a gradual increase in demand of 2% to 2.5% pa in the longer term – which continues to bode well for Highfield.

The enclosed Notice of Meeting outlines the items for shareholders to consider at the meeting together with further explanatory notes. Our AGM is an opportunity for you to share your views directly with the Board. If you are unable to attend the AGM in person, I encourage you to complete and lodge the enclosed proxy form as soon as possible and, in any event, no later than 11am (Adelaide time) 21 May 2019. Instructions on how to vote by proxy are set out on the proxy form and this Notice.

As noted in my letter contained within the 2018 Annual Report, I will not be seeking re-election at the AGM. In addition, Owen Hegarty has also indicated that he will not seek re-election as a Director and will also retire from the Board at the conclusion of the AGM. The Board will continue to have a robust and appropriate mix of expertise and experience to progress the project.

I would like to thank all of our shareholders for their continued support. I also wish to thank my fellow Board members, the management team and all of our employees for their efforts during the year, efforts which I am convinced will deliver the positive result we are all looking for.

Derek Carter

19 April 2019

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HIGHFIELD RESOURCES LIMITED ACN 153 918 257

__________

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

PROXY FORM

__________

Date of Meeting 23 May 2019

Time of Meeting 11.00 am (Adelaide time)

Place of Meeting Mayfair Hotel 45 King William Street Adelaide SA 5000

NOTICE OF ANNUAL GENERAL MEETING

HIGHFIELD RESOURCES LIMITED ACN 153 918 257

Notice is hereby given that the Annual General Meeting of shareholders of Highfield Resources Limited ( Company ) will be held at the Mayfair Hotel, 45 King William Street, Adelaide, South Australia at 11.00 am (Adelaide time) on 23 May 2019.

Ordinary Business

To consider the Financial Statements for the financial year ended 31 December 2018 and accompanying reports of the Directors and Auditor.

Resolution 1: Adoption of Remuneration Report

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

‘ That the Company adopt the Remuneration Report for the year ended 31 December 2018 as set out in the Company’s Annual Report for the year ended 31 December 2018. ’

Resolution 2: Re-election of Ms Pauline Carr as Director

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

‘ That Ms Pauline Carr, having voluntarily retired in accordance with clause 12.11.1 of the Constitution and being eligible, and offering herself, for re-election, is re-elected as a Director with effect immediately following the conclusion of the Meeting. ’

Resolution 3: Issue of Options to Group Managing Director – Mr Peter Albert

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

‘ That for the purpose of Listing Rule 10.14 and for all other purposes, approval is given to the issue by the Company of 2,933,040 options to Mr Peter Albert under the employee incentive scheme known as ‘Highfield Resources Limited Employee Long Term Incentive Plan’ on the terms and conditions set out in the Explanatory Memorandum. ’

Resolution 4: Issue of Options to Non-Executive Director - Mr Richard Crookes

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

‘ That for the purpose of Listing Rule 10.11 and for all other purposes, approval is given to the issue by the Company of 1,000,000 options to Mr Richard Crookes (or his nominee) on the terms and conditions set out in the Explanatory Memorandum. ’

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Resolution 5: Approval of 10% Placement Facility

To consider and, if thought fit, pass, with or without amendment, the following resolution as a special resolution :

‘ That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum. ’

DATED 19 APRIL 2019

BY ORDER OF THE BOARD HIGHFIELD RESOURCES LIMITED

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DONALD STEPHENS COMPANY SECRETARY

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NOTES :

1. Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in both this Notice of Annual General Meeting and the Explanatory Memorandum.

2. Voting Exclusion Statements

(a) Resolution 1

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

• (i) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or

• (ii) a Closely Related Party 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:

• (i) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (ii) the person is the chair of the meeting and the appointment of the chair as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• 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.

(b) Resolution 3

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 3 if:

• the person is either:

  • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

  • a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment 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.

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• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any Director of the Company who is eligible to participate in the Highfield Resources Limited Employee Long Term Incentive Plan and any associates of that Director of the Company.

However, subject always to paragraph 2(b)(i), the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• it is cast by the person chairing 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.

(c) Resolution 4

• (i) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 4 if:

• the person is either:

  • a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

  • a Closely Related Party of such a member; and

• the appointment does not specify the way the proxy is to vote on the Resolution.

However, the Company will not disregard a vote if:

• the person is the chair of the meeting at which the Resolution is voted on; and

• the appointment 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.

• (ii) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person (and their associates) who is to receive securities in relation to the Company if the Resolution is passed.

However, subject always to paragraph 2(c)(i), the Company will not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• it is cast by the person chairing 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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(d) Resolution 5

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person (and any associates of such a person) who is expected to participate, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).

However, the Company will not disregard a vote if:

• (i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form; or

• (ii) it is cast by the person chairing 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.

3. Proxies

A shareholder entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the shareholder at the Meeting. A proxy need not be a shareholder. If the shareholder is entitled to cast two or more votes at the Meeting the shareholder may appoint two proxies and may specify the proportion or number of votes which each proxy is appointed to exercise. A form of proxy accompanies this Notice.

To record a valid vote, a shareholder will need to take the following steps:

• 3.1 cast the shareholder’s vote online by visiting www.advancedshare.com.au/investors.aspx; or

• 3.2 complete and lodge a validly completed and signed paper proxy form at the share registry of the Company, Advanced Share Registry Services:

• (a) in person at the following address: Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

OR

• (b) by post at the following address: Advanced Share Registry PO Box 1156 NEDLANDS WA 6909

OR

• (c) by facsimile on (08) 9262 3723 (within Australia) or +61 8 9262 3723 (outside Australia); or

• 3.3 for Intermediary Online subscribers only (custodians), cast the shareholder’s vote online by visiting www.advancedshare.com.au/investors.aspx,

so that it is received no later than 11.00 am (Adelaide time) on 21 May 2019.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on each of Resolutions 1, 3 and 4 even though they are connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolutions 1, 3 and 4 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the chair may change his or her voting intention on any resolution, in which case an ASX announcement will be made.

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4. ‘Snap Shot’ Time

The Company may specify a time, not more than 48 hours before the Meeting, at which a ‘snap-shot’ of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the Meeting. The Directors have determined that all shares of the Company that are quoted on ASX as at 7.00 pm (Adelaide time) on 21 May 2019 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the shares at that time.

5. Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting 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 and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening the Annual General Meeting of shareholders of Highfield Resources Limited to be held on 23 May 2019. This Explanatory Memorandum is to assist shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the resolutions proposed. Both documents should be read in their entirety and in conjunction with each other.

Other than the information set out in this Explanatory Memorandum, the Directors believe that there is no other information that could reasonably be required by shareholders to consider Resolutions 1 to 5 (inclusive).

1. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Annual Report for the year ended 31 December 2018 contains a Remuneration Report which sets out the remuneration policy of the Company.

An electronic copy of the Annual Report is available to download or view on the Company’s website at www.highfieldresources.com.au. The Annual Report has also been sent by post to those shareholders who have previously elected to receive a hard copy. In addition, the Company has also enabled online voting, details of which are explained on the proxy form.

Section 250R(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, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy.

Section 250R(4) of the Corporations Act prohibits a vote on this resolution being 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, under section 250R(5) of the Corporations Act 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 is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• (b) the person is the chair of the meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on the 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.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form.

Resolution 1 is an advisory resolution.

The chair intends to vote undirected proxies in favour of Resolution 1.

Please also note that under sections 250U and 250V of the Corporations Act, if at two consecutive annual general meetings of a listed company at least 25% of votes cast on a resolution that the remuneration report be adopted are against adoption of the report, at the second of these annual general meetings there must be put to

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the vote a resolution that another meeting be held within 90 days at which all directors (except the managing director) who were directors at the date the remuneration report was approved at the second annual general meeting must stand for re-election. So, in summary, shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives ‘two strikes’. The Remuneration Report did not receive a ‘first strike’ at the Company’s last annual general meeting.

2. RESOLUTION 2: RE-ELECTION OF MS PAULINE CARR AS DIRECTOR

Clause 12.11.1 of the Constitution requires that at each annual general meeting one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third must retire from office. Clause 12.13 of the Constitution provides that a Director retiring at an annual general meeting who is not disqualified by law from being reappointed is eligible for re-election. Accordingly, Ms Pauline Carr retires as a Director and, being eligible, offers herself for re-election.

A resume for Ms Carr follows:

Ms Pauline Carr

Independent Non-Executive Director, BEcon, MBA, FAICD, FCIS, FGIA

Ms. Carr has over 30 years’ commercial experience in management, corporate governance and compliance, mergers and acquisitions, investor and stakeholder relations and corporate restructures. She currently provides business improvement, compliance, risk management, project management and corporate governance solutions to executive management teams internationally. Prior to this, Ms. Carr held senior positions with Newmont Asia Pacific and ASX listed Normandy Mining Limited and worked for a number of years in the oil and gas sector with Exxon Mobil. She sits on several Boards and is Chancellor of the University of South Australia. She is also Deputy Chairman of the South Australian Minerals and Energy Advisory Council and the Minerals and Petroleum Expert Group. In the three years immediately before the end of the financial year, Ms. Carr held no other directorships of any listed companies.

Ms Carr is an independent non-executive Director of the Board, and chairs the Board’s Audit, Business Risk and Compliance Committee and its Remuneration and Nomination Committee.

Ms Carr does not have any interests, positions, associations or relationships that may or may be perceived to influence her independent judgement.

Resolution 2 is an ordinary resolution.

The Directors (other than Ms Carr) recommend that shareholders vote in favour of Resolution 2.

The chair intends to vote undirected proxies in favour of Resolution 2.

3. RESOLUTION 3: ISSUE OF OPTIONS TO GROUP MANAGING DIRECTOR – MR PETER ALBERT

3.1 General

The Company has agreed, subject to obtaining shareholder approval, to issue options to its Group Managing Director as part of his long term incentive based remuneration package. Resolution 3 seeks shareholder approval for the issue of 2,933,040 options, each to acquire one ordinary share in the Company, under the Highfield Resources Limited Employee Long Term Incentive Plan ( Plan ) to the Group Managing Director Mr Peter Albert ( Options ) for the financial year 1 January 2019 to 31 December 2019.

Each Option will vest as one share. In order for the Options to vest as shares Mr Albert must be an employee of the Highfield Group as at the vesting assessment date of the respective tranche ( Vesting Condition ) as shown below:

Tranche 1 1,114,064 Options – Vesting assessment date 31 December 2019 Tranche 2 961,300 Options – Vesting assessment date 31 December 2020 Tranche 3 857,676 Options – Vesting assessment date 31 December 2021

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Unless the Board determines otherwise, in the event that the Vesting Condition of any tranche is not met, the Options for that tranche will not vest and, as a result, no new shares will be issued for that tranche.

Once vested, Options will be exercisable at $0.83 per share. All of the Options will have a three year exercise period commencing after the vesting assessment date as shown below:

Tranche 1 Vesting date 31 December 2019. Expiry Date 31 December 2022 Tranche 2 Vesting date 31 December 2020. Expiry Date 31 December 2023 Tranche 3 Vesting date 31 December 2021. Expiry Date 31 December 2024

Full details of the terms and conditions of the Options are set out in Annexure A.

Mr Albert was appointed to the Board effective 1 September 2016 as the Group’s Managing Director. As part of his incentive based remuneration package, the Board has determined that, subject to shareholder approval, Mr Albert be issued 2,933,040 unlisted Options in the Company pursuant to the terms of the Plan.

The Options will be granted as a key component of Mr Albert’s remuneration in order to retain his expertise and provide an incentive linked to the longer term performance of the Company relative to the market.

3.2

Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Options to Mr Albert constitutes giving a financial benefit and Mr Albert is a related party of the Company by virtue of being a current Director.

The Directors (other than Mr Albert) consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the grant of the Options is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

3.3 Listing Rule 10.14

Listing Rule 10.14 requires shareholder approval for the acquisition of securities by a director (or an associate of a director) of the entity (or a person whose relationship with the entity or the director or associate, is in ASX’s opinion, such that approval should be obtained) under an employee incentive scheme.

The approval sought is to grant Mr Albert 2,933,040 Options under the Plan. Options are relevant securities for the purposes of Listing Rule 10.14.

As the grant of the Options involves the acquisition by a director of the Company of securities under an employee incentive scheme, shareholder approval pursuant to Listing Rule 10.14 is required. It is the view of the Directors that the exceptions set out in Listing Rule 10.15B do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the grant of the Options as approval is being obtained under Listing Rule 10.14. Accordingly, the grant of Options will not be included in the use of the Company’s 15% annual placement capacity pursuant to Listing Rule 7.1.

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3.4 Technical Information required by Listing Rule 10.15

For the purposes of Listing Rule 10.15 information regarding the proposed Options grant is provided in relation to Resolution 3 as follows:

• Subject to shareholder approval, it is proposed that Group Managing Director, Mr Albert will be issued 2,933,040 Options to acquire ordinary shares in the Company, pursuant to the Plan. It is considered appropriate to grant the Options to Mr Albert as a key component of his remuneration in order to retain his services and provide incentive linked to the performance of the Company.

• The Options will be issued for nil cash consideration.

• No funds will be raised by the grant of the Options as they are being granted for no consideration. Each Option proposed to be granted entitles Mr Albert to subscribe for one ordinary share in the Company at the exercise price specified above exercisable during the exercise period specified above. Shares issued on exercise of the Options will rank equally in all respects with the existing fully paid ordinary shares in the Company. The terms and conditions of the Options are set out in Annexure A.

• Mr Albert has previously received 4,812,941 Options under the Plan since its last approval at the Company’s 2017 annual general meeting. These Options were issued for nil cash consideration. Details of prior options issued under the plan are shown in the Annual Report.

• The persons referred to in Listing Rule 10.14 entitled to participate in the Plan are the current Directors of the Company, however at this time it is intended that only Mr Albert will receive Options pursuant to the Plan, subject to shareholder approval.

• A voting exclusion statement has been included for the purposes of Resolution 3.

• No loan will be provided by the Company in relation to the grant or exercise of the Options proposed to be provided to Mr Albert.

• If shareholder approval is obtained, the Options will be granted to Mr Albert as soon as practicable after the Meeting, but in any event, within 12 months after the Meeting.

Resolution 3 is an ordinary resolution.

The Directors (other than Mr Albert) do not have an interest in the outcome of Resolution 3 and recommend that shareholders vote in favour of Resolution 3.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 3 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 3 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of Resolution 3.

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4. RESOLUTION 4: ISSUE OF OPTIONS TO NON-EXECUTIVE DIRECTOR – MR RICHARD CROOKES

4.1 General

The Company has agreed, subject to obtaining shareholder approval, to issue options to one of its current non-executive Directors as part of his incentive based remuneration package. Resolution 4 seeks shareholder approval for the grant of 1,000,000 options to Mr Richard Crookes (or his nominee).

Mr Crookes was appointed to the Board on 16 May 2013 as a non-executive Director. Consistent with the Board’s approved remuneration guidelines effective 1 July 2015, the Board has determined that, subject to shareholder approval, Mr Crookes be issued 1,000,000 unlisted options in the Company. The exercise price of the proposed option issue is $0.83 per option which is a 18.57% premium to the Company’s closing share price as at 29 March 2019.These options will expire after three years after issue if not exercised.

4.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the options constitutes giving a financial benefit and Mr Crookes is a related party of the Company by virtue of being a current Director.

The Directors consider that shareholder approval pursuant to Chapter 2E of the Corporations Act is not required because the grant of the options is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

4.3 Listing Rule 10.11

Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained, unless an exception in Listing Rule 10.12 applies.

As the grant of the options involves the issue of securities to a related party of the Company, shareholder approval pursuant to Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

Approval pursuant to Listing Rule 7.1 is not required for the grant of the options as approval is being obtained under Listing Rule 10.11. Accordingly, the grant of the options will not be included in the use of the Company’s 15% annual placement capacity pursuant to Listing Rule 7.1.

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4.4 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 4:

• (a) The options will be granted to Mr Crookes (or his nominee).

• (b) 1,000,000 options will be granted.

• (c) The options will be granted no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

• (d) The options will be issued for nil cash consideration, accordingly no funds will be raised.

• (e) The terms and conditions of the options are set out in Annexure B.

Resolution 4 is an ordinary resolution.

The Directors (other than Mr Crookes) do not have an interest in the outcome of Resolution 4 and recommend that shareholders vote in favour of Resolution 4.

Please note that if the chair of the meeting is your proxy (or becomes your proxy by default), you expressly authorise the chair to exercise your proxy on Resolution 4 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the chair. If you appoint the chair as your proxy you can direct the chair to vote for or against or abstain from voting on Resolution 4 by marking the appropriate box on the proxy form.

The chair intends to vote undirected proxies in favour of Resolution 4.

5. RESOLUTION 5: APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

Listing Rule 7.1A enables an eligible entity to issue Equity Securities up to 10% of its issued ordinary share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the eligible entity’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 which may be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 5.2(c)).

5.2 Description of 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.

(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.

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The Company, as at the date of the Notice, has on issue the following classes of Equity Securities:

• ordinary shares quoted on ASX

• options not quoted on ASX

• (c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period (refer to section 5.2(f)), a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

A is the number of fully paid ordinary shares on issue 12 months before the date of issue or agreement to issue:

• plus the number of fully paid ordinary shares issued in the 12 months under an exception in Listing Rule 7.2;

• plus the number of partly paid ordinary shares that became fully paid in the 12 months;

• plus the number of fully paid ordinary shares issued in the 12 months with approval of holders of ordinary shares under Listing Rules 7.1 and 7.4;

• less the number of fully paid ordinary shares cancelled in the 12 months.

( Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity. )

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.l.

At the date of this Notice, the Company has on issue 329,525,003 quoted ordinary shares and therefore has a capacity to issue:

• (i) 49,428,750 Equity Securities under Listing Rule 7.1; and

• (ii) subject to shareholder approval being obtained under Resolution 5, 32,952,500 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 5.2(c)).

• (e) Minimum Issue Price

Page 13

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (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 five Trading Days of the date referred to in section 5.2(e)(i), the date on which the Equity Securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; and

• (ii) the date of the approval by shareholders of a transaction under Listing Rule 11.1.1 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

5.3 Listing Rule 7.1A

The effect of Resolution 5 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period in addition to using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 5 is a special resolution and therefore requires approval of at least 75% of the votes cast by shareholders entitled to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) on the Resolution.

5.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows to the extent that such information is not disclosed elsewhere in this Explanatory Memorandum:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities in the same class over the 15 Trading Days on which trades in that class were recorded immediately before:

• (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 five Trading Days of the date in section 5.4(a)(i), the date on which the Equity Securities are issued.

• (b) There is a risk that:

• (i) the market price for the Company’s Equity Securities in the same class may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities in the same class on the issue date,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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The table below shows the risk of voting dilution of existing shareholders on the basis of the current market price of shares and the current number of ordinary shares for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

The table also shows:

• (i) two examples where variable ‘A’ has increased, by 50% and 100%. Variable ‘A’ is based on the number of ordinary shares the Company has on issue. The number of ordinary shares on issue may increase as a result of issues of ordinary shares that do not require shareholder approval (for example, a pro rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future shareholders’ meeting; and

• (ii) two examples of where the issue price of ordinary shares has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in formula in Listing Rule 7.1A.2			Issue Price
		$0.35 50% decrease in issue price	$0.70 issue price	$1.40 100% increase in issue price
Current Variable ‘A’ 329,525,003 shares	10% voting dilution	32,952,500 shares	32,952,500 shares	32,952,500 shares
	Funds raised	$11,533,375	$23,066,750	$46,133,500
50% increase in current Variable ‘A’ 494,287,504 shares	10% voting dilution	49,428,750 shares	49,428,750 shares	49,428,750 shares
	Funds raised	$17,300,062	$34,600,125	$69,200,250
100% increase in current Variable ‘A’ 659,050,006 shares	10% voting dilution	65,905,000 shares	65,905,000 shares	65,905,000 shares
	Funds raised	$23,066,750	$46,133,500	$92,267,000

The table has been prepared on the following assumptions:

• The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• No current options are exercised into shares before the date of the issue of the Equity Securities.

• 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%.

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

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A and no other issues of Equity Securities.

• The issue of Equity Securities under the 10% Placement Facility consists only of shares.

• The issue price is $0.70, being the closing price of the shares on ASX on 29 March 2019.

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• (c) The Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 5 for the issue of the Equity Securities will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the Equity Securities for the following purposes:

• (i) non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as referred to in the Note to Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expense associated with such acquisition) and/or general working capital.

• (e) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (f) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities and the number of Equity Securities allotted to each will be determined on a case-by-case basis having regard to factors including, but not limited to, the following:

• (i) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which the existing security holders can participate;

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

• (iii) the financial situation and solvency of the Company; and

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

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

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

• (g) The Company previously obtained Shareholder approval under Listing Rule 7.1A at its 2018 Annual General Meeting.

• (i) The Company has issued 10,442,397 Equity Securities in the 12 months preceding the date of this Meeting, representing 3.27% of the total number of Equity Securities on issue at the commencement of that 12 month period.

• (ii) Details of the Equity Securities referred to in section 5.4(g)(i) is as follows:

Date of issue:	6 June 2018
Number issued:	7,342,397
Class/Type of equity security:	Options
Summary of terms:	Each Option has an exercise price of $1.29 and an expiry date of 31 December 2025
Names of persons who received securities or basis on	Peter Albert - 2,992,287 Options Employees – 4,350,110 Options

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which those persons was determined:
Price:	Nil
Discount to market price (if any):	N/A
Non-cash consideration paid:	Nil
Current value of that non-cash consideration:	N/A

Date of issue:	19 June 2018
Number issued:	3,000,000
Class/Type of equity security:	Options
Summary of terms:	Each option has an exercise price of $1.29 and an expiry date of 30 June 2021
Names of persons who received securities or basis on which those persons was determined:	Isaac Querub – 1,000,000 Options Brian Jamieson – 1,000,000 Options Roger Davey – 1,000,000 Options
Price:	Nil
Discount to market price (if any):	N/A
Non-cash consideration paid:	Nil
Current value of that non-cash consideration:	N/A

Date of issue:	25 June 2018
Number issued:	50,000
Class/Type of equity security:	Shares
Summary of terms:	Same as the terms and conditions of already issued fully paid ordinary Shares in the Company
Names of persons who received securities or basis on which those persons was determined:	Exercise of unlisted options: Hayden Locke
Price:	$0.75 per Share
Discount to market price (if any):	4%
Total cash consideration received:	$37,500
Amount of cash consideration spent:	Nil
Use of cash consideration:	N/A
Intended use for remaining amount of cash (if any):	Contributed towards the working capital of the Muga project.
Date of issue:	10 September 2018
Number issued:	50,000

Page 17

Class/Type of equity security:	Shares
Summary of terms:	Same as the terms and conditions of already issued fully paid ordinary Shares in the Company
Names of persons who received securities or basis on which those persons was determined:	Exercise of unlisted options John Claverly
Price:	$0.75 per Share
Discount to market price (if any):	nil
Total cash consideration received:	$37,500
Amount of cash consideration spent:	Nil
Use of cash consideration:	N/A
Intended use for remaining amount of cash (if any):	Contributed towards the working capital of the Muga project.

• (h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing shareholder’s votes will therefore be excluded under the voting exclusion statement in the Notice.

Resolution 5 is a special resolution .

The Directors recommend that shareholders vote in favour of Resolution 5.

The chair intends to vote undirected proxies in favour of Resolution 5.

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6. GLOSSARY

In this Explanatory Memorandum and Notice of Annual General Meeting the following expressions have the following meanings unless stated otherwise or unless the context otherwise requires:

10% Placement Facility has the meaning given in section 5.1;

10% Placement Period has the meaning given in section 5.2(f);

ASX means ASX Limited ACN 008 624 691;

Board means the board of directors of the Company;

Closely Related Party of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

• (e) a company the member controls; or

• (f) a person prescribed as such by the Corporations Regulations 2001 (Cth);

Company means Highfield Resources Limited ACN 153 918 257;

Constitution means the existing constitution of the Company;

Corporations Act means Corporations Act 2001 (Cth);

Director means a director of the Company;

Equity Securities has the same meaning as in the Listing Rules;

Key Management Personnel has the same meaning as in the accounting standards as defined in section 9 of the Corporations Act (so the term broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise, of the Company);

Listing Rules means the listing rules of ASX;

Meeting means the meeting of shareholders convened by the Notice;

Notice means the notice of meeting to which this Explanatory Memorandum is attached;

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules; and

VWAP means volume weighted average market price.

Page 19

ANNEXURE A

(OPTIONS TO GROUP MANAGING DIRECTOR UNDER TERMS OF THE HIGHFIELD RESOURCES LIMITED EMPLOYEE LONG TERM INCENTIVE PLAN)

1. Each option entitles the holder to one ordinary share in the Company.

2. Subject to paragraph 3, the options held by the optionholder are exercisable in whole or in part at any time during the period ( Exercise Period ) commencing on the date of grant and expiring at 5.00 pm (WST) on that date which is three (3) years after the date of grant ( Expiry Date ). Options not exercised on or before the Expiry Date will lapse.

3. Prior to the Expiry Date, the options shall vest in three individual tranches as shown below ( Vesting Date ):

Tranche 1 1,114,064 Options – Vesting date 31 December 2019 Tranche 2 961,300 Options – Vesting date 31 December 2020 Tranche 3 857,676 Options – Vesting date 31 December 2021

providing the participant remains an employee of the Highfield Group as at the respective tranche Vesting Date (each a Vesting Condition ).

1. The optionholder must notify the Company at least five business days before exercising any options. Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price of $0.83 per option in cleared funds.

2. The Company will not apply for official quotation on ASX of the options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options. Those shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.

4. The Board has the discretion to waive the Vesting Condition, including if any of the following events occur:

5. (a) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

6. (b) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

7. (c) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the options, to sufficient shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

8. Options can only be transferred with Board approval, except that if at any time before expiry of the Exercise Period the optionholder dies, the legal personal representative of the deceased optionholder may:

9. (a) elect to be registered as the new holder of the options;

10. (b) whether or not he becomes so registered, exercise those options in accordance with the terms and conditions on which they were granted; and

11. (c) if the deceased has already exercised options, pay the exercise price in respect of those options.

12. An optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the optionholder of any new

Page 20

issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

1. If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

2. If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

==> picture [105 x 26] intentionally omitted <==

Where:

• A = the new exercise price of the option;

• O = the old exercise price of the option;

• E = the number of underlying ordinary shares into which one option is exercisable;

• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stockmarket of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);

• S = the subscription price for a security under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

Page 21

ANNEXURE B

(OPTIONS TO NON-EXECUTIVE DIRECTOR)

1. Each option entitles the holder to one ordinary share in the Company.

2. The options held by the optionholder are exercisable in whole or in part at any time during the period commencing on the date of grant and expiring on 30 June 2022 ( Exercise Period ). Options not exercised before the expiry of the Exercise Period will lapse.

3. The optionholder must notify the Company at least five business days before exercising any options. Options are exercisable by notice in writing to the Board delivered to the registered office of the Company and payment of the exercise price of $0.83 per option in cleared funds.

4. The Company will not apply for official quotation on ASX of the options. The Company will make application for official quotation on ASX of new shares allotted on exercise of the options. Those shares will participate equally in all respects with existing issued ordinary shares, and in particular new shares allotted on exercise of the options will qualify for dividends declared after the date of their allotment.

5. Options can only be transferred with Board approval, except that if at any time before expiry of the Exercise Period the optionholder dies, the legal personal representative of the deceased optionholder may:

6. (a) elect to be registered as the new holder of the options;

7. (b) whether or not he becomes so registered, exercise those options in accordance with the terms and conditions on which they were granted; and

8. (c) if the deceased has already exercised options, pay the exercise price in respect of those options.

9. An optionholder may only participate in new issues of securities to holders of ordinary shares in the Company if the option has been exercised and shares allotted in respect of the option before the record date for determining entitlements to the issue. The Company must give prior notice to the optionholder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules.

10. If there is a bonus issue to the holders of ordinary shares in the capital of the Company, the number of ordinary shares over which the option is exercisable will be increased by the number of ordinary shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

11. If the Company makes a rights issue (other than a bonus issue), the exercise price of options on issue will be reduced according to the following formula:

==> picture [105 x 26] intentionally omitted <==

Where:

• A = the new exercise price of the option;

• O = the old exercise price of the option;

• E = the number of underlying ordinary shares into which one option is exercisable;

• P = the average closing sale price per ordinary share (weighted by reference to volume) recorded on the stockmarket of ASX during the five trading days immediately preceding the ex rights date or ex entitlements date (excluding special crossings and overnight sales and exchange traded option exercises);

• S = the subscription price for a security under the pro rata issue;

• D = the dividend due but not yet paid on existing underlying securities (except those to be issued under the pro rata issue); and

Page 22

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

• If, during the currency of the options the issued capital of the Company is reorganised, those options will be reorganised to the extent necessary to comply with ASX Listing Rules.

Page 23

==> picture [160 x 58] intentionally omitted <==

ABN 51 153 918 257

LODGE YOUR PROXY APPOINTMENT ONLINE

� ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

• Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2019 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Highfield Resources Limited and entitled to attend and vote hereby:

	2019 ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Highfield Resources Limited and entitled to attend and vote hereby:	2019 ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Highfield Resources Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY
	The Chair of the meeting OR ���PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy.
	or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as
	my/our proxy to act generally at the meeting 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 law, as the proxy sees fit), at the Annual General Meeting of the Company to
	be heldat Mayfair Hotel, 45 King William Street, Adelaide SA 5000 on 23 May 2019 at 11.00am (Adelaide time)and at any
	adjournment or postponement of that Meeting.
	Chair authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chair of the
	Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy
	on Resolution 1, 3, 4 & 5 (except where I/we have indicated a different voting intention below) even though these Resolutions are
	connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair. I/we
	acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them infavourof each Resolution of Business.
	VOTING DIRECTIONS
	Resolution	For Against Abstain*
	1 Adoption of Remuneration Report	� � �
2	2 Re-election of Ms Pauline Carr as Director	� � �
TEP	3 Issue of Options to Group Managing Director – Mr Peter Albert	� � �
S	4 Issue of Options to Non-Executive Director - Mr Richard Crookes	� � �
	5 Approval of 10% Placement Facility	� � �
	* If you mark the Abstain box for a particular resolution, 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.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should 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).
	Email Address
	Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

This form shows your address as it appears on 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.

CORPORATE REPRESENTATIVES

If a representative of a nominated 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 Corporate Representative Form may be obtained from Advanced Share Registry.

APPOINTMENT OF A PROXY

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

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, 3, 4 & 5, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1, 3, 4 & 5.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

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 sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 11.00am (Adelaide time) on 21 May 2019, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

• ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

• BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

• BY FAX +61 8 9262 3723

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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) On each 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

• BY EMAIL admin@advancedshare.com.au

• IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009

• � ALL ENQUIRIES TO Telephone: +61 8 9389 8033

• (b) Return both forms together.