IMAGE RESOURCES NL — AGM Information 2019

Mar 31, 2019

IMAGE RESOURCES NL ABN 57 063 977 579

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

AND PROXY FORM

Date of Meeting 1 May 2019 Time of Meeting 2:00 pm

Place of Meeting The Celtic Club 48 Ord Street West Perth

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 accountant, solicitor or other professional adviser prior to voting.

The 31 December 2018 Annual Report may be viewed on the Company’s website at www.imageres.com.au

IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

IMAGE RESOURCES NL ABN 57 063 977 579 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Image Resources NL ( Company ) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 1 May 2019 at 2:00 pm ( Meeting ) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice.

Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum.

31 DECEMBER 2018 FINANCIAL STATEMENTS AND REPORTS

To receive and consider the financial statements of the Company for the year ended 31 December 2018, consisting of the Financial Report, the Directors’ Report and the Auditor's Report.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution:

" That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 31 December 2018 Annual Report be and is hereby adopted. "

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

Voting Prohibition Statement : A vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 this 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 though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

RESOLUTION 2 – RE-ELECTION OF ROBERT BESLEY AS A DIRECTOR

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

" That, for the purposes of article 73 of the Constitution and for all other purposes, Robert Besley, having retired as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, is re-elected a Director of the Company. "

RESOLUTION 3 – RE-ELECTION OF PETER THOMAS AS A DIRECTOR

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

“That, for the purposes of article 73 of the Constitution and for all other purposes, Peter Thomas, having retired as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, is re-elected a Director of the Company.”

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

RESOLUTION 4 – APPROVAL OF GRANT OF INCENTIVE SHARES TO PATRICK MUTZ

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, the Company approves the allotment and issue of 900,671 fully paid ordinary shares and the associated loan to Mr Patrick Mutz or his nominee under the Employee Share Plan on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting Exclusion:

For the purposes of ASX Listing Rule 10.14, the Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• a) a Director who is eligible to participate in the Employee Share Plan; or

• b) an Associate of such a Director.

However, the Company will not disregard a vote if:

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

• b) it is cast by the 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.

Voting Prohibition Statement:

A vote must not be cast on Resolution 4 by a person appointed as a proxy if:

• a) the proxy is either:

• a member of the Key Management Personnel; or

• a closely related party of a member of the Key Management Personnel; and

• b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

• a) the proxy is the person chairing the meeting; and

• b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

RESOLUTION 5 – APPROVAL OF GRANT OF INCENTIVE SHARES TO GEORGE SAKALIDIS

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, the Company approves the allotment and issue of 403,142 fully paid ordinary shares and the associated loan to Mr George Sakalidis or his nominee under the Employee Share Plan on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting Exclusion:

For the purposes of ASX Listing Rule 10.14, the Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

• a) a Director who is eligible to participate in the Employee Share Plan; or

• b) an Associate of such a Director.

However, the Company will not disregard a vote if:

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

• b) it is cast by the 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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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

Voting Prohibition Statement:

A vote must not be cast on Resolution 5 by a person appointed as a proxy if:

a) the proxy is either:

• a member of the Key Management Personnel; or

• a closely related party of a member of the Key Management Personnel; and

• b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

• a) the proxy is the person chairing the meeting; and

• b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

RESOLUTION 6 – APPROVAL OF MAXIMUM GRANT OF SHARES TO EXECUTIVE DIRECTORS OVER THE NEXT ONE YEAR

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, the Company approves the grant under the Employee Share Plan to executive directors (or their nominees) of an aggregate maximum of up to 2,000,000 fully paid ordinary shares over the period of one year from the date of this meeting, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

Voting Exclusion:

For the purposes of ASX Listing Rule 10.14, the Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

• a) a Director who is eligible to participate in the Employee Share Plan; or

• b) an Associate of such a Director.

However, the Company will not disregard a vote if:

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

• b) it is cast by the 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.

Voting Prohibition Statement:

A vote must not be cast on Resolution 6 by a person appointed as a proxy if:

• a) the proxy is either:

• a member of the Key Management Personnel; or

• a closely related party of a member of the Key Management Personnel; and

• b) the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

• a) the proxy is the person chairing the meeting; and

• b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

By order of the Board.

___ Dennis Wilkins Company Secretary Date: 27 March 2019

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

EXPLANATORY MEMORANDUM

The accompanying Explanatory Memorandum forms part of this Notice and should be read in conjunction with it.

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

PROXIES

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• a proxy need not be a member of the Company;

• a member may appoint a body corporate or an individual as its proxy; and

• a member of the Company 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. To be valid, properly completed Proxy Forms must be received by the Company’s Share Registry no later than 2:00 pm (WST) on 29 April 2019:

1. by post to Security Transfer Australia Pty Ltd, PO Box 52, Collins Street West, VIC 8007; or

2. by facsimile to Security Transfer Australia Pty Ltd at (08) 9315 2233 (international: +61 8 6365 4086); or

3. email at registrar@securitytransfer.com.au; or

4. online at www.securitytransfer.com.au.

VOTING ENTITLEMENTS

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person set out in the register of Shareholders as at 5:00 pm on 29 April 2019. Accordingly, transactions registered after that time will be disregarded in determining Shareholders' entitlements to attend and vote at the Meeting.

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 or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

ELECTRONIC COMMUNICATION

All Shareholders may elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry.

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

VOTING OF PROXIES

The Proxy Form accompanying this Explanatory Memorandum confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting.

Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the Proxy Form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy).

If the chairman is to act as your proxy (whether by appointment or by default) and you have not given directions on how to vote in the voting directions section of the proxy form for Resolutions 1, 4, 5 and 6 the proxy form expressly directs and authorises the chairman to cast your votes “for” the relevant resolution. This express authorisation is included because without it the chairman would be precluded from casting your votes as these resolutions are connected with the remuneration of Key Management Personnel. Subject to any voting prohibitions that may apply to the chairman in respect of Resolutions 1, 4, 5 and 6 to restrict the chairman from voting undirected proxies, the chairman intends to vote all undirected proxies in favour of Resolutions 1, 4, 5 and 6.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Image Resources NL ABN 57 063 977 579 ( Company ) in connection with the business to be conducted at the annual general meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, on 1 May 2019 commencing at 2:00 pm.

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice. This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

FINANCIAL STATEMENTS AND REPORTS

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report and the Auditor's Report, for the financial year ended 31 December 2018.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered a reasonable opportunity to:

• discuss the Annual Report, which is available online from the Company’s website www.imageres.com.au;

• ask questions about, or comment on, the management of the Company; and

• ask the auditor questions about the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company’s auditor about:

• the content of the auditor’s report; and

• the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

1.1 General

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report, which sets out the remuneration policy for the Company and the remuneration arrangements in place for the Key Management Personnel.

The Remuneration Report has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.imageres.com.au.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, Shareholders will have the opportunity to remove the whole Board (except the managing director) if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive AGM’s.

Where a resolution on the Remuneration Report receives a Strike at two consecutive AGM’s, the Company will be required to put to Shareholders at the second AGM a resolution ( Spill Resolution ) on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2018 AGM. Accordingly, a Spill Resolution is not relevant for this AGM. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2020 AGM, this may result in the re-election of the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

1.2 Voting on the Remuneration Report

In accordance with the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either 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 how the proxy is to vote on this 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 though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Chair intends to exercise all available proxies in favour of Resolution 1.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

2. RESOLUTION 2 – RE-ELECTION OF ROBERT BESLEY AS A DIRECTOR

2.1 General

Mr Robert Besley was appointed as a Director on 8 June 2016. The Board considers Mr Besley to be an independent director.

In accordance with Listing Rule 14.4, no Director may hold office (without re-election) past the third AGM following the Director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Directors must retire at each AGM. The requirement to retire does not apply to the managing director.

Accordingly, Mr Besley will retire by rotation and, being eligible, offers himself for re-election.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

2.2 Director’s biography and experience

Mr Robert Besley is the chair of Silver City Minerals Ltd (ASX: SCI) and has more than 40 years’ experience in the mining industry. Mr Besley has served in several Government advisory roles including several years as Deputy Chairman of the NSW Minerals Council. He holds a BSc (Hons) in Economic Geology from the University of Adelaide and he is a Member of the Australian Institute of Geoscientists. He managed the creation, listing and operation of two successful mining companies: CBH Resources Limited which he led as managing director from a small exploration company to Australia’s 4th largest zinc producer; and Australmin Holdings Limited (acquired by Newcrest) which brought into production a gold mine in WA and mineral sands mine in NSW. More recently he was a founding director of KBL Mining Limited, which operated the Mineral Hill copper-gold mine in NSW, until November 2016, is Chair of Silver City Minerals Limited, which is actively exploring for silver-lead-zinc in the Broken Hill District and was a non-executive director of Murray Zircon Pty Ltd from commencement of development and production from the Mindarie Mineral Sands Project until May 2016.

Prior to this, Mr Besley’s early career was involved in the exploration and development of mineral deposits for Unocal’s (now Chevron) mineral activities in S.E. Asia, North America, Latin America, Australia and the Pacific. His activities have covered projects in precious metals, base metals, ferroalloys, mineral sands, specialty metals, uranium and coal. Through his corporate management roles, Mr Besley has played a central role in project and corporate financing covering a wide range of capital structures as well as acquisitions, mergers and asset sales.

2.3 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Memorandum, all the Directors consider that Resolution 2 is in the best interests of the Company, as Mr Besley has a wealth of experience and expertise which is valuable to the Company. All the Directors, except Mr Besley, recommend that Shareholders vote in favour of Resolution 2.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

3. RESOLUTION 3 – RE-ELECTION OF PETER THOMAS AS A DIRECTOR

3.1 General

Mr Peter Thomas was appointed as a Director on 19 April 2002. The Board considers Mr Thomas to be an independent director.

In accordance with Listing Rule 14.4, no Director may hold office (without re-election) past the third AGM following the Director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Directors must retire at each AGM. The requirement to retire does not apply to the managing director.

Accordingly, Mr Thomas will retire by rotation and, being eligible, offers himself for re-election.

Resolution 3 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

3.2 Director’s biography and experience

Mr Peter Thomas has served on ASX listed company boards for some 30 years. He was the founding non-executive chair of Image Resources NL until he relinquished the chair on 29 October 2014; he continues to serve as a non-executive independent director. For over 30 years until June 2011, Mr Thomas ran a legal practice on his own account, specialising in the delivery of wide ranging legal, corporate and commercial advice to listed explorers and miners. Mr Thomas is currently also a director of ASX listed companies Emu NL and Middle Island Resources Limited. He was the founding chair of Sandfire Resources NL.

3.3 Directors’ recommendation

Based on the information available, including the information contained in this Explanatory Memorandum, all the Directors consider that Resolution 3 is in the best interests of the Company, as Mr Thomas has a wealth of experience and expertise which is valuable to the Company. All the Directors, except Mr Thomas, recommend that Shareholders vote in favour of Resolution 3.

4. RESOLUTIONS 4 AND 5 – APPROVAL OF GRANT OF INCENTIVE SHARES TO PATRICK MUTZ AND GEORGE SAKALIDIS

4.1 General

For the purposes of ASX Listing Rule 10.14, the Company seeks shareholder approval for the proposed issue to:

• Patrick Mutz of 900,671 Shares – this is the subject of Resolution 4; and

• George Sakalidis of 403,142 Shares – this is the subject of Resolution 5.

Each Share will be issued at an issue price per share equal to the Volume Weighted Average Price ( VWAP ) in the 5 trading days prior to the AGM or $0.12 per share whichever is the greater. In the event that Mr Mutz or Mr Sakalidis sells down some or all of their shares they will be required to reduce their loan account balance by $0.12 per share sold. In the event that the shares were originally issued at greater than $0.12 per share, being the 5 day VWAP , in addition to the repayment of $0.12 per share the loan will be forgiven to the amount of the loan representing the difference between the 5 day VWAP and $0.12 per share.

The effective issue price is therefore the same price as shares issued to other employees under the Employee Share Plan on 28 November 2018 of $0.12 per share.

The Board proposes to provide loans to Mr Mutz and Mr Sakalidis (as applicable) under the terms of the Plan to fund the issue of the Shares the subject of Resolutions 4 and 5, respectively. The Company will take security of the Shares issued until the loan provided for the acquisition of the relevant Shares is repaid. A summary of the terms of the loans proposed to be provided to Mr Mutz and Mr Sakalidis (as applicable) are set out in Annexure A .

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

The total value of the Incentive Shares to be issued is outlined in Table 1 below.

Table 1 - Details of Director Incentive Shares

Name	Relations hip	Number of Incentive Shares	5 day WVAP Price (i)	Issue Price (ii)	Loan Balance	Repayment of Loan in the event of Sale of Shares (iii)	Balance Forgiven (iv)
Patrick Mutz	Director	900,671	$0.1764	$0.1764	$158,878,.36	$108,080.52	$50,797.84
George Sakalidis	Director	403,142	$0.1764	$0.1764	$71,144.25	$48,377.04	$22,737.21

Note:

• (i) 5 day WVAP Price calculated based on the date of the Notice of Meeting.

• (ii) Assumption shares issued on 27 March 2019.

• (iii) Assumption sale price of $0.1764 per share.

• (iv) Loan balance forgiven, being the difference between $0.1764 per share and $0.12 per share.

4.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company or an entity that the public company controls. For a public company to give a financial benefit to a related party of the public company, the public company 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 issue of securities to directors constitutes the provision of a financial benefit to a related party. Each of Mr Mutz and Mr Sakalidis are related parties of the Company by virtue of being Directors of the Company.

The Board has not sought Shareholder approval under Chapter 2E of the Corporations Act for Resolutions 4 and 5 as the Board (excluding Mr Mutz in relation to Resolution 4 and Mr Sakalidis in relation to Resolution 5) is of the view that the remuneration for Mr Mutz and Mr Sakalidis, respectively, including the proposed issue of Shares and provision of loans under the Plan, are reasonable, having regard to the position of the Company and Mr Mutz’s duties and responsibilities as Managing Director of the Company (in relation to the issue of Shares and grant of the loan the subject of Resolution 4), and Mr Sakalidis duties and responsibilities as an executive director of the Company (in relation to the issue of Shares and grant of the loan the subject of Resolution 5).

The Board also believes that the proposed issue of Shares and provision of a loan under the Plan to each of Mr Mutz and Mr Sakalidis falls within the exception under section 210 of the Corporations Act. Section 210 of the Corporations Act provides that shareholder approval is not required for a company to give a financial benefit on terms that:

• (a) would be reasonable in the circumstances if the public company and the related party were dealing at arm’s length; or

• (b) are on terms that are less favourable to the related party than would be given if the parties were dealing at arm’s length.

In forming this view, the Board (excluding Mr Mutz in relation to Resolution 4 and Mr Sakalidis in relation to Resolution 5) noted that the proposed issue of Shares and provision of a loan under the Plan to each of Mr Mutz and Mr Sakalidis are the same as was granted by the Company to non-director employees under the Plan in November 2018 and as such the giving of the financial benefit is on arm’s length terms.

4.3 Requirement for Shareholder Approval

Shareholder approval is required under the provisions of ASX Listing Rule 10.14 in respect of all securities to be issued to directors (or their Associates) under an employee incentive scheme.

Resolution 4 seeks Shareholder approval for the proposed issue of 900,671 Shares, and the provision of the associated loan to Mr Mutz under the Plan, for the purposes of ASX Listing Rule 10.14.

Resolution 5 seeks Shareholder approval for the proposed issue of 403,142 Shares, and the provision of the associated loan to Mr Sakalidis under the Plan, for the purposes of ASX Listing Rule 10.14.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

4.4 Information requirements for ASX Listing Rule 10.15

Resolution 4

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided for the purposes of Resolution 4:

• (a) Resolution 4 seeks Shareholder approval for Mr Mutz, the Managing Director of the Company, to participate in the Plan to a maximum extent of 900,671 Shares;

• (b) The price of the Shares to be issued to Mr Mutz is the greater of $0.12 per Share or the 5 day VWAP immediately prior to the AGM;

• (c) Since the Plan was approved by Shareholders on 13 February 2018, no securities have been issued under the Plan to any Directors or their Associates;

• (d) Mr Mutz and Mr Sakalidis are the only Directors entitled to participate in the Plan;

• (e) A voting exclusion statement in respect of Resolution 4 is included in the Notice of Meeting;

• (f) The terms of the loan in connection with the Shares to be issued to Mr Mutz are set out in Annexure A to this Explanatory Memorandum; and

• (g) The Shares will be issued to Mr Mutz as soon as practicable following Shareholder approval, but no later than 12 months after the date of the AGM.

Resolution 5

In accordance with the requirements of ASX Listing Rule 10.15, the following information is provided for the purposes of Resolution 5:

• (a) Resolution 5 seeks Shareholder approval for Mr Sakalidis, an executive Director of the Company, to participate in the Plan to a maximum extent of 403,142 Shares;

• (b) The price of the Shares to be issued to Mr Sakalidis is the greater of $0.12 per Share or the 5 day VWAP immediately prior to the AGM;

• (c) Since the Plan was approved by Shareholders on 13 February 2018, no securities have been issued under the Plan to any Directors or their Associates;

• (d) Mr Mutz and Mr Sakalidis are the only Directors entitled to participate in the Plan;

• (e) A voting exclusion statement in respect of Resolution 5 is included in the Notice of Meeting;

• (f) The terms of the loan in connection with the Shares to be issued to Mr Sakalidis are set out in Annexure A to this Explanatory Memorandum; and

• (g) The Shares will be issued to Mr Sakalidis as soon as practicable following Shareholder approval, but no later than 12 months after the date of the AGM.

4.5 ASX Listing Rule 7.1

The Plan was approved by Shareholders for the purposes of Exception 9(b) of Listing Rule 7.2 at the Company’s general meeting held on 13 February 2018. In any event, Listing Rule 7.2 (Exception 14) provides that Shareholder approval under Listing Rule 7.1 is not required for issues of securities that have been approved under Listing Rule 10.14. Accordingly, if Resolutions 4 and 5 are approved, the issue of the Shares to Mr Mutz and Mr Sakalidis pursuant to those Resolutions will not be included in the calculation of the Company’s 15% annual placement capacity for the purposes of ASX Listing Rule 7.1.

4.6 Directors’ Recommendation

The Directors, other than Mr Mutz, have carefully considered the proposed issue of the Shares to Mr Mutz, as well as the provision of the associated loan and Mr Mutz’s remuneration package generally, and consider the issue to be an important component of his remuneration package in that it:

• provides a competitive remuneration package, relative to the Company’s peers;

• provides a strategic and value based reward for key executives such as Mr Mutz;

• aligns Mr Mutz’s interests with the interests of the Company’s Shareholders; and

• incentivises Mr Mutz over the longer term so as to derive value from those incentives.

Accordingly, having considered these factors and having considered the alternatives to an issue of Shares to Mr Mutz (such as a higher cash-based component of remuneration), the Directors, other than Mr Mutz who makes no

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recommendation, believe the issue of Shares to Mr Mutz is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 4.

Mr Mutz makes no recommendation to Shareholders in relation to Resolution 4 because he has an interest in the outcome of the resolution.

The Directors, other than Mr Sakalidis, have carefully considered the proposed issue of the Shares to Mr Sakalidis, as well as the provision of the associated loan and Mr Sakalidis’ remuneration package generally, and consider the issue to be an important component of his remuneration package in that it:

• provides a competitive remuneration package, relative to the Company’s peers;

• provides a strategic and value based reward for key executives such as Mr Sakalidis;

• aligns Mr Sakalidis’ interests with the interests of the Company’s Shareholders; and

• incentivises Mr Sakalidis over the longer term so as to derive value from those incentives.

Accordingly, having considered these factors and having considered the alternatives to an issue of Shares to Mr Sakalidis (such as a higher cash-based component of remuneration), the Directors, other than Mr Sakalidis who makes no recommendation, believe the issue of Shares to Mr Sakalidis is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 5.

Mr Sakalidis makes no recommendation to Shareholders in relation to Resolution 5 because he has an interest in the outcome of the resolution.

To the extent permitted by law, the chairman of the AGM intends to vote all undirected proxies in favour of Resolutions 4 and 5.

RESOLUTION 6 – APPROVAL OF MAXIMUM GRANT OF SHARES TO EXECUTIVE DIRECTORS OVER THE NEXT ONE YEAR

5.1 General

Resolution 6 seeks Shareholder approval under ASX Listing Rule 10.14 to permit the Board the flexibility to grant up to 2,000,000 Shares to the executive directors of the Company (being Mr Mutz and Mr Sakalidis) pursuant to the Employee Share Plan over a period of one year from the date of the 2019 AGM.

Approval is being sought so as to provide the Board with the flexibility to appropriately reward the performance of the Company’s executive directors as they steer the Company in its transition from an explorer to a mineral sands producer, including the various initiatives being undertaken to seek to extend mine life and further optimise production from the Company’s Boonanarring mineral sands project. In determining whether to exercise any such discretion, the Board will need to have regard to whether the proposed grant of Shares is considered “reasonable remuneration” for the purposes of the related party provisions of the Corporations Act, having regard to the Company’s position and the duties and responsibilities of the relevant executive director.

Shares that are granted to the executive directors pursuant to this discretion will be issued at a price equal to the VWAP of the Company’s ordinary shares on ASX over the five Trading Days prior to the relevant date of issue. To the extent that the Board exercises this discretion, a loan would also be provided to the relevant executive director to fund the issue of those Shares in accordance with the rules of the Plan, with the Company taking security over the Shares issued until that loan is repaid in full. A summary of the terms of the proposed loan that would be provided to any director who is granted such Shares is set out in Annexure A.

Any Shares that may ultimately be granted pursuant to this resolution will be in addition to the proposed issue of Shares to Mr Mutz and Mr Sakalidis the subject of Resolutions 4 and 5 respectively.

5.2 Requirement for Shareholder Approval

Shareholder approval is required under the provisions of ASX Listing Rule 10.14 in respect of all securities to be issued to directors (or their Associates) under an employee incentive scheme.

Resolution 6 therefore seeks the approval of Shareholders for these purposes to permit the Board to grant up to 2,000,000 Shares to the Company’s executive directors, Mr Mutz and Mr Sakalidis, pursuant to the Company’s Employee Share Plan over a period of one year from the date of the Company’s 2019 AGM.

It is noted that the Plan itself was approved by Shareholders for the purposes of Exception 9(b) of Listing Rule 7.2 at the Company’s general meeting held on 13 February 2018. In any event, Listing Rule 7.2 (Exception 14) provides that Shareholder approval under Listing Rule 7.1 is not required for issues of securities that have been approved under Listing Rule 10.14. Accordingly, if Resolution 6 is approved, the issue of any Shares to Mr Mutz and/or Mr Sakalidis pursuant to

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

that Resolution will not be included in the calculation of the Company’s 15% annual placement capacity for the purposes of ASX Listing Rule 7.1.

5.3 Information Requirements for ASX Listing Rule 10.15A

In accordance with the requirements of ASX Listing Rule 10.15A, the following information is provided for the purposes of Resolution 6:

• (a) Any Shares to be issued pursuant to this approval will be granted to Mr Mutz and/or Mr Sakalidis (being the only executive Directors of the Company), or their respective nominees. No other Directors are entitled to participate in the issue of Shares under this approval;

• (b) The maximum number of Shares that could be granted to Mr Mutz and/or Mr Sakalidis pursuant to this approval will be an aggregate maximum of 2,000,000 Shares;

• (c) Any Shares to be issued pursuant to this resolution will be issued at a price equal to the VWAP of the Company’s ordinary fully paid shares on ASX over the five Trading Days prior to the date of issue;

• (d) Since the Plan was approved by Shareholders on 13 February 2018, no securities have been issued under the Plan to any Directors or their Associates. If Resolutions 4 and 5 are approved, then 900,671 Shares will be issued to Mr Mutz and 403,142 Shares will be issued to Mr Sakalidis pursuant to the Plan;

• (e) Mr Mutz and Mr Sakalidis are the only Directors entitled to participate in the Plan;

• (f) A voting exclusion statement in respect of Resolution 6 is included in the Notice of Meeting;

• (g) The terms of the loan in connection with any Shares to be issued pursuant to this approval are set out in Annexure A to this Explanatory Statement;

• (h) The details of any Shares issued under the Plan will be published in each annual report of the Company relating to a period in which Shares have been issued together with confirmation that approval for the issue of the Shares was obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Plan after Resolution 6 is approved and who are not named in this Notice will not participate in the Plan until approval is obtained under ASX Listing Rule 10.14. and

• (i) It is expected that any Shares that are ultimately granted to Mr Mutz and/or Mr Sakalidis from time to time after Shareholder approval is received will be made no later than one year after the date of the 2019 AGM, but in any event within 3 years of the 2019 AGM. The Board (other than Mr Mutz and Mr Sakalidis) will determine in their absolute discretion whether any Shares will ultimately be granted to Mr Mutz and/or Mr Sakalidis and may decide to issue all, some or none of the maximum number of Shares approved under Resolution 6.

5.4 Directors’ Recommendation

The Directors (other than Mr Mutz and Mr Sakalidis) consider that Resolution 6 will provide the Board with the flexibility to remunerate the executive directors through the grant of Shares rather than, for example, a higher cash-based component of remuneration.

Accordingly, having considered these factors, the Board (other than Mr Mutz and Mr Sakalidis) believe that Resolution 6 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of Resolution 6.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

AGM

Annual Report

Associate

means the annual general meeting convened by this Notice of Meeting.

means the Directors’ Report, the Financial Report and Auditor’s Report in respect of the financial year ended 31 December 2018.

has the same meaning as the meaning prescribed by ASX Listing Rule 19.12.

ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd.

ASX Listing Rules means the official listing rules of ASX. Auditor’s Report means the auditor’s report on the Financial Report. Board means the board of Directors. Chair

means the chair of the Meeting.

Closely Related Party

of a member of the Key Management Personnel means:

• a spouse or child of the member;

• a child of the member’s spouse;

• a dependent of the member or the member’s spouse;

• 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 dealing with the entity;

• a company the member controls; or

• a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Image Resources NL ABN 57 063 977 579. Constitution means the Company's constitution, as amended from time to time.

• Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company. Directors’ Report means the annual directors’ report prepared under Chapter 2M of the Corporations Act for the Company.

Employee Share Plan or Plan means the employee share plan approved by Company Shareholders at the general meeting on 13 February 2018. A summary of the details of the Plan was disclosed in the Company’s Notice of General Meeting dated 11 January 2018. Explanatory Memorandum means this information attached to the Notice, which provides information to Shareholders about the Resolutions contained in the Notice. Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company.

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

Listing Rules means the listing rules of the ASX. Meeting means the annual general meeting of Shareholders convened for the purpose of considering the Resolutions.

Notice or Notice of Meeting means the notice of AGM accompanying this Explanatory Memorandum.

Proxy Form means the proxy form attached to this Notice. Remuneration Report means the remuneration report of the Company contained in the Annual Report. Resolution means a resolution contained in the Notice. Spill Resolution has the meaning set out in section 1.1 of the Explanatory Memorandum.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

Strike	has the meaning set out in section 1.1 of the Explanatory Memorandum.
Share	means a fully paid ordinary share in the capital of the Company.
Trading Day	has the same meaning as the meaning prescribed by ASX Listing Rule 19.12.
Shareholder	means the holder of a Share.
VWAP	has the same meaning as the meaning prescribed to the term “volume weighted
	average market price” by ASX Listing Rule 19.12.
WST	means Australian Western Standard Time.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

ANNEXURE A

TERMS AND CONDITIONS OF THE PLAN LOAN

The principal terms of the Loan related to the acquisition of Shares under the Employee Share Plan are set out below.

1. Background

• 1.1 Under the Employee Share Plan approved by Company Shareholders on 13 February 2018, an Eligible Employee (see section 2) of the Company and its related bodies corporate ( Group ) may be offered the opportunity to acquire Shares on the basis the Company loans the participant an amount equal to the purchase price for those Shares.

• 1.2 Employees of the Group will be selected by the Company’s board or a committee of the Company’s board ( Board ) as entitled to participate in the Plan ( Eligible Employees ).

1.3

• Each Eligible Employee will be individually invited to participate in the Plan.

2. Loan Agreement

The Company will advance ( Loan ) to the Eligible Employee the amount to be paid to acquire Shares under the Plan under a loan agreement ( Loan Agreement ) to be entered by the Eligible Employee.

3. Interest payable on the Loan

There will be no interest payable on the Loan.

4. Direction to apply funds

The Eligible Employee directs the Company to apply the Loan advanced on behalf of the Eligible Employee to pay the aggregate issue price for the Shares and hold the funds on trust for the Eligible Employee until such payment is made.

5. Repayment of Loan

• 5.1 If any dividends are declared and paid on the Shares, or an Eligible Employee disposes of any Shares, the dividend or proceeds of sale must, to the extent necessary, be applied to repay the balance of the Loan.

• 5.2 An Eligible Employee must immediately repay the balance of the loan on the earlier of the date:

• (a) that is three years after the issue date;

• (b) they cease to be employed by the Group;

• (c) they fail to pay when due any money they are liable to pay under or in connection with the Loan;

• (d) they fail to comply with any of their other obligations under the Plan or the Loan Agreement;

• (e) they commit an act of bankruptcy;

• (f) that a vesting condition applicable to the Shares becomes incapable of being satisfied; or

• (g) they die or become incapable of managing their affairs, or an order is made to place their assets and affairs under administration under any law relating to mental health.

• 5.3 If the balance of the Loan becomes repayable, the Company must accept in full and final satisfaction of the Eligible Employee’s obligations under the Loan Agreement:

• (a) if the vesting conditions applicable to the Shares have been satisfied or waived, the relevant Loan balance in cash or by other means agreed between the Eligible Employee and the Company; or

• (b) in any case the Company may buy-back or transfer the Shares.

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IMAGE RESOURCES NL Notice of Annual General Meeting 1 May 2019

• 5.4 If the Eligible Employee fails to repay the full Loan balance on the date that is three years after the issue date, or has not satisfied the vesting conditions, the Company may transfer the Shares.

6. Early Repayment

• 6.1 An Eligible Employee may apply to the Company to repay the Loan balance in respect of all or some of the Shares before the date on which the Loan balance would otherwise be payable.

• 6.2 In approving an application for early repayment, the Company may, in its discretion, agree to procure the sale of the Shares on the Eligible Employee’s behalf in accordance with the power of attorney, provided for by the Plan, and apply the proceeds of that sale to the Loan balance.

7. Limited Recourse

Subject to section 5 above, the only recourse that the Company has is against the Shares issued to the Eligible Employee under the Plan. That is, the Company has no other right to make a claim against the Eligible Employee for failure to repay the Loan. It may only buyback the Shares and the consideration for the buyback will be used to repay the Loan.

8. Restrictions

To the extent permitted by law the Eligible Employee grants a first ranking security interest in favour of the Company over each Plan Share issued to the Eligible Employee to secure the obligations of the Eligible Employee under the Loan Agreement.

A holding lock will be placed on the Plan Shares until the Loan is repaid and any vesting conditions applicable to the Plan Shares being satisfied or waived.

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IMAGE RESOURCES NL

ACN: 063 977 579

REGISTERED OFFICE:

GROUND FLOOR 23 VENTNOR AVENUE WEST PERTH 6005

SHARE REGISTRY:

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

PROXY FORM

Security Transfer Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: IMA

Holder Number: «HOLDER_NUM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au «ONLINE 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

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or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm WST on Wednesday 1 May 2019 at The Celtic Club, 48 Ord Street, West Perth WA and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions.

In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION	For	Against	Abstain*
1. Adoption of Remuneration Report. +

1. Re-Election of Robert Besley as a Director.

2. Re-Election of Peter Thomas as a Director.

3. Approval of grant of Incentive Shares to Patrick Mutz.

4. Approval of grant of Incentive Shares to George Sakalidis.

5. Approval of maximum grant of Shares to Executive Directors over the next one year.

+ If no directions are given on Resolution 1 you expressly authorise the Chairperson to exercise your Proxy.

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

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

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 2:00pm WST on Monday 29 April 2019.

• IMAPX1010519

IMAPX1010519

1 1 IMA

My/Our contact details in case of enquiries are:

Name:

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Number:

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( )
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1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) 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 contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Australia Pty Ltd no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities 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 of your votes; and

• b) Return both forms in the same envelope.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au

Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000

Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external + service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.