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MATSA RESOURCES LIMITED AGM Information 2007

Oct 25, 2007

65296_rns_2007-10-25_7eb5c3fe-dc36-4ef1-8193-eb410ba7e36c.pdf

AGM Information

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KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

AND

EXPLANATORY MEMORANDUM

DATE OF MEETING Wednesday, 28 November 2007

TIME OF MEETING 11.00am

PLACE OF MEETING

The West Australian Club 101 St George's Terrace PERTH WA 6000

These papers should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

KALGOORLIE-BOULDER RESOURCES LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2007 Annual General Meeting of the shareholders of Kalgoorlie-Boulder Resources Limited ("Company") will be held at The West Australian Club, 101 St George's Terrace, Perth, Western Australia on Wednesday, 28 November 2007 at 11.00am WST for the purpose of transacting the following business referred to in this Notice of Meeting.

AGENDA

BUSINESS

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies and forms part of this Notice of Meeting.

ANNUAL REPORT

To receive and consider the financial report of the Company for the year ended 30 June 2007, together with the directors' report, and the auditors' report.

RESOLUTION 1 - Remuneration Report

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

That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report be adopted.

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

RESOLUTION 2 - Election of Director (Michael Atkins)

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

Mr Michael Atkins was appointed by the Board as a Director of the Company in accordance with Rule 11.4 of the Company's Constitution to hold office until the next shareholder meeting. Mr Michael Atkins, being eligible, now offers himself for election.

RESOLUTION 3 - Election of Director (Richard Alter)

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

Mr Richard Alter was appointed by the Board as a Director of the Company in accordance with Rule 11.4 of the Company's Constitution to hold office until the next shareholder meeting. Mr Richard Alter, being eligible, now offers himself for re-election.

RESOLUTION 4 - Election of Director (Stanley Lewis)

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

Mr Stanley Lewis was appointed by the Board as a Director of the Company in accordance with Rule 11.4 of the Company's Constitution to hold office until the next shareholder meeting. Mr Stanley Lewis, being eligible, now offers himself for re-election.

RESOLUTION 5 - Ratification of Prior Share Issue

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

That, pursuant to and in accordance with ASX Listing Rule 7.4 and for all other purposes, the Company approves and ratifies the allotment and issue of 2,100,000 fully paid ordinary shares in the capital of the Company on 2 May 2007 and 1,100,000 options each exercisable at \$0.20 on or before 31 July 2008 for the purposes, on the terms and in the manner set out in the Explanatory Memorandum accompanying this Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 5 by a person who participated in the issue (Professional Payment Services Pty Ltd and Mark Sampson) and any associates of those persons. However, the Company need 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.

RESOLUTION 6 - Approval of Employee Share Option Plan

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

That, for the purposes of exception 9(b) of ASX Listing Rule 7.2 and for all other purposes, the shareholders of the Company hereby authorise and approve the Directors to establish and maintain an employee share option plan to be called the "KBRL Employee Share Option Plan" and to grant options and to issue shares on exercise of those options under that plan from time to time upon the terms and conditions specified in the Rules of the KBRL Employee Share Option Plan (the terms of which are set out in Schedule 1 of the Explanatory Memorandum), as an exception to ASX Listing Rule 7.1.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 6 by any Director of the Company and any Associate of a Director. However, the Company need 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.

$\bar{\mathcal{A}}$

RESOLUTION 7 - Approval of Issue of Options to Michael Atkins

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

Subject to Resolution 6 being approved, for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.14, Shareholders approve the grant of up to 4,000,000 options to Michael Atkins under the KBRL Employee Share Option Plan on the terms and in the manner set out in the Explanatory Memorandum accompanying this Notice of Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on this Resolution 7 by any Director of the Company and any Associate of a Director. However, the Company need 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.

OTHER BUSINESS

To deal with any other business which may be lawfully brought forward.

BY ORDER OF THE BOARD

$\overline{\phantom{a}}$

John Coles Company Secretary

Dated 26 October 2007

PROXIES

A shareholder entitled to attend and vote at the above annual general meeting of shareholders may appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights.
A proxy may, but need not be, a shareholder of the Company.
The instrument appointing a proxy must be in writing, executed by the appointor or his/her attorney duly authorised in writing or, if such appointer is a corporation, either under seal or under hand of an officer, or officers, or his/her attorney(s) duly authorised.
The instrument or proxy (and the power of attorney or other authority, if any, under which it is signed, or a certified copy of the same) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of shareholders a Proxy Form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company determines that members holding ordinary shares at the close of business on 27 November 2007 will be entitled to attend and vote at the annual general meeting.

KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting ("Notice of Meeting") of the Kalgoorlie-Boulder Resources Limited ("Company").

The Directors of the Company recommend Shareholders read this Explanatory Memorandum (which forms part of the Notice of Meeting) in full before making any decision in relation to the Resolutions. If you have any questions regarding the matters set out in this Explanatory Memorandum or the Notice of Meeting, please contact your stockbroker or other professional adviser.

Terms used in this Notice of Meeting have defined meanings which are explained in the Glossary appearing at the end of this Explanatory Memorandum.

ANNUAL REPORT

The Corporations Act requires that the Annual Report (which includes the financial report, directors' report and the audit report) be laid before the Annual General Meeting.

Shareholders will be given an opportunity to ask questions and make comments about the Annual Report or the Company generally but there will be no formal resolution submitted to the Meeting in respect of it.

RESOLUTION 1 - Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting.

Shareholders are advised that pursuant to Section 250R(3) of the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

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

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

RESOLUTION 2 to 4 - Election and Re-Election of Directors

In accordance with Rule 11.4 of the Company's Constitution:

(a) Mr Michael Atkins was appointed by the Board as a Director of the Company in accordance with Rule 11.4 to hold office until the next shareholder meeting. Mr Atkins, being eligible, now offers himself for election; and

(b) Mr Richard Alter was appointed by the Board as a Director of the Company in accordance with Rule 11.4 to hold office until the next shareholder meeting. Mr Alter, being eligible, now offers himself for election; and
(c) Mr Stanley Lewis was appointed by the Board as a Director of the Company in accordance with Rule 11.4 to hold office until the next shareholder meeting. Mr Lewis, being eligible, now offers himself for election.

In accordance with Rule 11.2 of the Company's Constitution:

(d) Mr David Prentice will retire as a Director at the meeting, but is not standing for re-election.

Personal particulars for Mr Michael Atkins, Mr Richard Alter and Mr Stanley Lewis are set out below.

Resolution 2: Mr Michael Atkins

Mr Atkins joined the Board on 15 March 2007 in a non-executive capacity and was appointed Chairman of the Board following the acquisition of Australian Strategic and Precious Metals Investments Pty Ltd (formerly Australian Gold Investments Pty Ltd). Mr Atkins is a Fellow of the Institute of Chartered Accountants in Australia, and was a founding partner of a national Chartered Accounting practice from 1979 to 1987. Since 1987 he has acted as Executive Director and been involved in the executive management of several publicly listed resource companies with operations in Australia, USA, South East Asia and Africa.

Resolution 3: Mr Richard Alter

Mr Alter joined the Board on 15 March 2007 in a non-executive capacity following the acquisition of Australian Strategic and Precious Metals Investments Pty Ltd (formerly Australian Gold Investments Pty Ltd). Mr Alter is an American citizen residing in the USA and has, for fifteen years, served as President and CEO of Baltimore based Manekin LLC and oversees all corporate operations with a primary focus on development. He has overseen the development of more than 10 million square feet of property throughout the Baltimore/Washington region with the diverse portfolio being valued in excess of US\$750 million.

Resolution 4: Mr Stanley Lewis

Mr Lewis joined the Board on 15 March 2007 in a non-executive capacity following the acquisition of Australian Strategic and Precious Metals Investments Pty Ltd (formerly Australian Gold Investments Pty Ltd). Mr Lewis is an American citizen residing in the USA where he is a real estate investor currently involved in a joint venture development with Manekin LLC in a 300 plus townhome community development, among other real estate developments. Mr Lewis has formerly owned and managed gold bearing properties in Liberia, Brazil and the Dominican Republic. His history includes experience as a precious metals smelter, refiner and assayer, and he has owned a smelter and refinery in New York City and Baltimore, USA. Mr Lewis has also represented precious metal lots at Johnson Matthey, Englehart and The Royal Canadian Mint.

RESOLUTION 5 - Ratification of Issue of Securities

On 2 May 2007, the Company issued 2,100,000 fully paid ordinary shares and 1,100,000 options each exercisable at \$0.20 on or before 31 July 2008 to sophisticated investors to provide additional working capital for the Company.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that prior approval of shareholders is required for an issue of equity securities if the equity securities will, when aggregated with the equity securities issued by a company during the previous 12 months, exceed 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purpose of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members approve it.

Under Resolution 5, the Company seeks from Shareholders ratification, for the purposes of ASX Listing Rule 7.4 (and all other purposes) of the issue of 2,100,000 fully paid ordinary shares and 1,100,000 options each exercisable at \$0.20 on or before 31 July 2008. This is so as to limit the restrictive effect of ASX Listing Rule 7.1 on any further issues of equity securities in the next 12 months, and restore the Company's ability to issue equity securities within the 15% limit under ASX Listing Rule 7.1, to the extent of the 2,100,000 Shares.

Information Requirements

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

(a) the number of securities allotted was 2,100,000 fully paid ordinary shares and 1,100,000 options each exercisable at \$0.20 on or before 31 July 2008;
(b) the Shares were issued at \$0.10 per share and the options were from attaching options;
(c) the issued Shares are fully paid ordinary shares in the capital of the Company which rank pari passu with existing Shares;
(d) the Options were issued on the terms set out in Annexure B;
(e) the Shares and Options were issued to Professional Payment Services Pty Ltd (2,000,000 Shares and 1,000,000 Options) and Mark Sampson (100,000 Shares and 100,000 Options);
(f) the purpose of the issue of the Shares and Options was to provide additional working capital for the Company.

RESOLUTION 6 - Approval of Employee Share Option Plan

The Company is seeking shareholder approval to adopt the KBRL Employee Share Option Plan ('Option Plan'), a copy of which is attached hereto as Annexure A and the terms of which are incorporated by reference into this Explanatory Statement.

The Options will be granted and issued under the Option Plan at the discretion of the Company's Board of Directors from time to time and may be subject to performance criteria, hurdles and escrow periods, dependent on the recipient and his or her position.

Options granted under the Option Plan will have such terms and other conditions as are provided for in the Option Plan, subject to satisfying ASX Listing Rule 7.2, exception 9.

The Board of Directors of the Company believes that the adoption of the Option Plan is necessary for the Company in order to:

(a) provide eligible persons with an additional incentive to work to improve the performance of the Company;
(b) attract and retail eligible persons essential for the continued growth and development of the Company;
(c) promote and foster loyalty and support amongst eligible persons for the benefit of the Company; and
(d) enhance the relationship between the Company and the eligible persons for the long term mutual benefit of all parties.

By obtaining shareholder approval to adopt the Option Plan, shares issued under the Option Plan will not reduce the Company's ability to issue further shares or options up to fifteen (15%) of its ordinary shares in a 12 month period under ASX Listing Rule 7.1 without obtaining further approval from shareholders. No cash will be received from the issue of the options. Use of the funds raised by the exercise of the options will be determined at the time of exercise in accordance with investment and operating environment at the time. The options issued under the Option Plan will rank pari passu in all respects with the existing granted options of the Company.

By obtaining approval under ASX Listing Rule 7.2 exception 9 the Company may issue shares under the Option Plan without the need to obtain approval pursuant to ASX Listing Rule 7.1 for a period of three years (subject to the provisions of the Listing Rules).

RESOLUTION 7 - Approval of Issue of Options to Michael Atkins

Details of proposed issues of options to the Chairman

The Company proposes to grant Options to the Chairman of the Company, Michael Atkins, in accordance with the terms set out below.

The proposed grant of Options to Mr Atkins is intended to:

provide an appropriate and adequate incentive for Mr Atkins; $\bullet$
ensure that the Company may retain the services of Mr Atkins; and
reinforce the commitment of Mr Atkins to the Company.

The Recipient Directors will only benefit from the grant of Options if the Company's shares trade at a price higher than the exercise price of the Options.

The resolutions seek shareholder approval for the grant of Options as follows:

The maximum number of securities to be issued under this resolution is $\bullet$ 2,000,000 Tranche 1 options and 2,000,000 Tranche 2 options.
$\bullet$ Tranche $1 -$ exercise price of \$0.10 and cannot be exercised for a period of 12 months from grant with an expiry date 3 years after grant of the option.
Tranche $2$ exercise price of \$0.20 and cannot be exercised for a period of 24 months from grant with an expiry date 3 years after grant of the option.

The number of Options proposed to be granted to Mr Atkins reflects the level of commitment provided or to be provided by him to the Company, taking into account his responsibilities and the time commitments required from him. The number of Options proposed to be granted also reflects the value the Board feels that Mr Atkins brings to the enhancement of the Company and the level of commitment required by the Company from him.

The Options to be granted may not be transferred or otherwise dealt with until after exercise.

The Options to be granted are in addition to the fee and remuneration packages payable by the Company to Mr Atkins. In calculating the fee and remuneration packages provided to Mr Atkins as set out in this Explanatory Memorandum, the Board has taken into consideration the proposed grant of Options. The Board considers that the appropriate remuneration package for Mr Atkins comprises both the remuneration set out herein and the Options to be granted if all resolutions are passed by shareholders. Given the size of the Company, the Board considers it appropriate for part of the remuneration package to comprise non-cash, incentivebased remuneration.

ASX Listing Rule 10.14

ASX Listing Rule 10.14 states that the Company must not permit any Director to acquire options under an employee incentive scheme without the approval of holders of ordinary shareholders of the acquisition. ASX Listing Rule 10.15A sets out the information to be provided to shareholders for the purpose of making the decision on the resolution. The information is as follows:

Michael Atkins a director of the Company and is eligible to participate in the Option Plan.
$\bullet$ The Directors have determined that for the purpose of the initial grant of options:
Tranche 1 exercise price of \$0.10 and cannot be exercised for a period of 12 months from grant with an expiry date 3 years after grant of the option.
Tranche $2$ exercise price of \$0.20 and cannot be exercised for a period $\bullet$ of 24 months from grant with an expiry date 3 years after grant of the option.
The maximum number of securities to be issued under this resolution is 2,000,000 Tranche 1 options and 2,000,000 Tranche 2 options.
The options are issued for nil consideration.
No securities have been issued under the Option Plan previously.
All of the directors of the Company are entitled to participate in the Option Plan, however, only the options the subject of this resolution are only being offered to Michael Atkins.
A voting exclusion statement is included in the Agenda.
There is no loan or financing arrangement in respect of the issue of the options.
The options, if approved, will be issued no later than 12 months from the date of the meeting.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or
prior shareholder approval is obtained to the giving of the financial benefit.

For the purposes of Chapter 2E, Mr Atkins is a related party and the grant of Options to him constitutes the giving of a financial benefit. Accordingly, Shareholder approval is required.

In accordance with the requirements of Chapter 2E, and in particular with section 219, of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed grant of Options to Mr Atkins:

Mr Atkins is a related party of the Company to whom proposed Resolution 7 $\bullet$ would permit a financial benefit to be given;
the nature of the financial benefit to be given to Mr Atkins is the grant of $\bullet$ 4,000,000 options, half exercisable at \$0.10 not less than 12 months from the date of grant and half exercisable at \$0.20 not less than 24 months from the date of grant;
it is proposed that the Options will be granted on one date within one month from the date of the General Meeting;
the Options will be granted on the terms and conditions set out in the Employee Share Option Plan to this Explanatory Memorandum;
the Options will be granted for no cash consideration and accordingly, no $\bullet$ funds will be raised by the grant of the Options to Mr Atkins. If all the Options proposed to be granted are exercised and paid for, the Company will receive \$500,000. The funds raised from time to time due to the purchase of Shares issued as a result of the exercise of Options will be used for working capital purposes, as the Board thinks fit;
as at the date of this Notice, the capital structure of the Company is as follows:

--------------------------------------- . --------------------------------------	--- ، م .
.	.
STATISTICS .

If Shareholders approve Resolution 7 contained in this Notice and all Options are granted under Resolution 7 as contemplated by this Notice, the issued capital of the Company would be as follows:

Capital	Number
Ordinary shares	160.891.388
-otions -	66.055.472
Total ordinary shares if all	226,946,860
options on issue are exercised

If Shareholders approve the grant of 4,000,000 Options to Mr Atkins and all of those Options are exercised, the effect will be to dilute the shareholding of existing members by approximately 2.4% based on the existing number of Shares as at the date of this Notice.

if Shareholders approve Resolution 7 contained in this Notice and Options are $\bullet$ issued as contemplated by Resolution 7, Mr Atkins will hold the following securities in the Company representing 2.4% of the issued capital of the Company if the Options are exercised:
o Number of shares held directly = $n$ il;
o Number of shares held indirectly = $nil$ ;
o Number of options held directly = $4,000,000$ ; and
o Number of options held indirectly = nil.
details of Mr Atkins' remuneration for the year ended 30 June 2007 are $\bullet$ provided as follows:
Director's fees = $$15,166$ ; $\Omega$
details of Mr Atkins' estimated remuneration for the year beginning 1 July 2007 are as follows (subject to shareholder approval of Resolution 7):
o Director's fees = $$52,000$
o Non-monetary benefit = $4,000,000$ options;
the Options are being granted for no consideration. The exercise prices of $\bullet$ the Options are \$0.10 (for half of the Options) and \$0.20 (for the other half of the Options) which is equal to and greater than \$0.10 (being the last cash issue price for ordinary shares issued by the Company);
the market price for the underlying shares during the term of the Options would normally determine whether or not Mr Atkins would exercise the Options. If, at the time any of the Options are exercised and the price of the underlying shares is higher than the exercise price of the Options, there may be a perceived cost to the Company;
the Company's shares are presently quoted on the ASX and are trading at \$0.073, as at the close of trade on 16 October 2007;
the primary purpose of the grant of Options to Mr Atkins is to provide an incentive. Given this purpose, the Directors do not consider that there is any opportunity cost or benefit foregone to the Company in granting the Options;
the issue of securities to Mr Atkins is a more cost effective incentive for the Company as opposed to the payment of cash compensation;
Mr Atkins has a material personal interest in the outcome of Resolution 7 as the recipient of the Options proposed to be granted, and Mr Atkins does not wish to make a recommendation to Shareholders about the Resolutions because he has an interest in the outcome of Resolution 7;
a valuation of the Options proposed to be issued to the Recipient Directors has been calculated using the Black and Scholes option pricing model and based upon the following assumptions:
o the underlying value of each share in the Company is based on their value of \$0.073 as at the close of trade on 16 October 2007;
$\circ$ risk free rate of return $-6.64\%$ (based on the 3 year bond indicator rate as at 16 October 2007);
o share price volatility of 71%, being an estimate of the trading range of the Company shares.
o half of the Options are exercisable not less than 12 months following their grant (exercisable at \$0.10), and the other half not less than 24 months following their grant (exercisable at \$0.20);
o options are not transferable and no application will be made to ASX for quotation of the Options.

The Black and Scholes Option Pricing Model assumes that the options the subject of the valuation can be sold on a secondary market. The shares underlying the Options are not currently traded on a secondary market. In addition the terms and conditions of the options state that the options shall not be listed for official quotation on ASX and are not transferable. Accordingly a discount for lack of marketability and tradability is required to determine an indicative fair value of the options.

The indicative fair value of the options has been calculated as being \$100,000 per option.

The values attributable to the Options are as follows:
o 2,000,000 options exercisable at \$0.10 not less than 12 months following their grant: \$60,000; and
o 2,000,000 options exercisable at \$0.20 not less than 24 months following their grant: \$40,000.
additional information in relation to Resolution 7 is set out throughout this Explanatory Memorandum. Shareholders should therefore read the Explanatory Memorandum in its entirety before making a decision on how to vote on Resolutions 7;
the Company will incur no liabilities or costs in respect of the proposed issue of the Options to Mr Atkins; and
neither the Board nor the Company is aware of any other information that would reasonably be required by Shareholders in order to decide whether it is in the best interests of the Company to pass Resolution 7, other than as stated in this Explanatory Memorandum.

GLOSSARY

Annual Report means the Company's annual report including the reports of the Directors and the auditor and the financial statements of the Company for the year ended 30 June 2007, which can be downloaded from the Company's website at www.kalgoorlieboulderres.com.au.

ASX means ASX Limited trading as the Australian Securities Exchange.

Board means the board of Directors.

Company means Kalgoorlie-Boulder Resources Limited ACN 106 732 487.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting.

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Meeting means the annual general meeting of the Company for the year ended 30 June 2007.

Notice of Meeting means the notice of Meeting.

Option means an option to acquire a Share.

Remuneration Report means the remuneration report appearing in the Annual Report.

Resolution means a resolution proposed pursuant to the Notice of Meeting.

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

Shareholder means a holder of a Share.

WST means Western Standard Time in Perth, Western Australia.

ANNEXURE A

$\cdot$

KALGOORLIE-BOULDER RESOURCES LIMITED

ACN 106 732 487

EMPLOYEE SHARE OPTION PLAN RULES

$\mathbf i$

DEFINITIONS AND INTERPRETATION $\mathbf{1}$ .

$1.1$ In these Rules, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Associated Company" means at any time any body corporate that at that time is a related body corporate of the Company within the meaning of section 50 of the Corporations Act 2001;

"ASX" means ASX Limited trading as Australian Securities Exchange;

"Bid Period" in relation to a takeover bid in respect of shares in the Company, means the period referred to in the definition of that expression in section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

"Board" means the directors acting as the board of directors of the Company or a committee appointed by such board of directors:

"Business Day" means a day on which the stock market of ASX is open for trading in securities:

"Certificate" means the certificate issued by the Company to a Holder in respect of an Option;

"Change of Control Event" means a shareholder, or a group of associated shareholders, becoming entitled to sufficient shares in the Company to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Board;

"Company" means Kalgoorlie-Boulder Resources Limited ACN 106 732 487:

"Corporations Act" means Corporations Act 2001 (Cth);

"Director" means a director of a Group Company from time to time but does not include a person who is only a director by virtue of being an alternate director;

"Eligible Person" means at any time a person who then is a Director or an employee (whether full-time or part-time and includes an executive Director) or a consultant of a Group Company;

"Exercise Condition" means the performance, vesting or other conditions (if any) determined by the Board and specified in an Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option can be exercised;

"Exercise Price" means, in respect of an Option, the subscription price per Share, determined in accordance with clause 15, payable by a Holder on exercise of the Option;

"Expiry Date" means, in relation to an Option, the date determined by the Board prior to the offer of the relevant Options, subject to any restriction in the Corporations Act from time to time but in any event no longer than 5 years from the Issue Date;

"Group" means, collectively the Company and each of the Associated Companies;

"Group Company" means the Company or any Associated Company;

"Holder" means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company's register of options as the holder of that Option:

"Issue Date" means, in relation to an Option, the date on which the Company grants that Option;

"Listing Rules" means the Official Listing Rules of ASX as they apply to the Company;

"Market Value" means:

the weighted average closing sale price of the Shares recorded on the stock $(a)$ market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option; or
$(b)$ in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX;
$(c)$ in circumstances where the Shares are not listed on the ASX on or before the day in which the Board resolves to offer an Option, such other reasonable value determined by the Board.

"Participating Director" means, in relation to an Eligible Person, a nominated director whose participation in the scheme is subject to receipt of specific approval for his/her participation received from members in general meeting;

"Permanent Disablement" means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience;

"Official Quotation" has the meaning ascribed to it in the Listing Rules;

"Option" means an Option issued under the Plan to subscribe (subject to clauses 14.2 and 14.4) for a Share;

"Permitted Nominee" has the meaning given to it by clause 6.2;

"Plan" means the Kalgoorlie-Boulder Resources Limited Employee Option Plan established in accordance with these Rules;

"Redundancy" means, in relation to an Eligible Person, a determination by the Board that the relevant Group Company's need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of any Group Company of his or her own accord);

"Retirement" means, in relation to an Eligible Person, retirement by that Eligible Person from any Group Company:

"Rules" means these rules, as amended from time to time;

"Series" means, in relation to Options, Options with a common Issue Date; and

"Shares" means fully paid ordinary shares in the capital of the Company.

$\overline{\mathbf{3}}$

$1.2$ In these Rules, unless a contrary intention appears:
$(a)$ where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
$(b)$ the singular includes the plural and vice versa;
$(c)$ a reference to a gender includes all genders; and
$(d)$ an expression defined in, or given a meaning for the purposes of, the Corporations Act has the same meaning where used in these Rules.

$2.$ ESTABLISHMENT AND TERMINATION OF THE PLAN

$2.1$ The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.
2.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.
$2.3$ The Board may not issue any further Options after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.

3. PURPOSE OF PLAN

The purpose of the Plan is to:

recognise the ability and efforts of the employees or contractors of the Company who $(a)$ have contributed to the success of the Company;
provide an incentive to the employees or contractors to achieve the long term $(b)$ objectives of the Company and improve the performance of the Company;
$(c)$ attract persons of experience and ability to employment or contract with the Company and foster and promote loyalty between the Company and its employees or contractors; and
$(d)$ provide employees or contractors of the Company with the opportunity to acquire Options, and ultimately Shares, in the Company, in accordance with these Rules.

$\overline{4}$ . ELIGIBILITY

$4.1$ Subject to these Rules, the Board may from time to time determine that any Eligible Person is entitled to participate in the Plan and the extent of that participation having regard, in each case, to any or all of:
the seniority of the relevant Eligible Person and the position the Eligible $(a)$ Person occupies within the Group;
the length of service of the Eligible Person with the Group; $(b)$
the record of employment of the Eligible Person with the Group; $(c)$
the potential contribution of the Eligible Person to the growth of the Group; $(d)$
$(e)$ the extent (if any) of the existing participation of the Eligible Person (or any Permitted Nominee in relation to that Eligible Person) in the Plan;

$\ddot{a}$

$(f)$ any incentive necessary or desirable to attract and retain employees; and
$(g)$ any other matters which the Board considers relevant.
$4.2$ The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.

5. OFFER OF OPTIONS

Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may offer Options to any Eligible Person at such times and on such terms as the Board considers appropriate. Each offer must state:

$(a)$ the name and address of the Eligible Person to whom the offer is made;
$(b)$ that the Eligible Person to whom it is addressed may accept the whole or any lesser number of Options offered. The offer may stipulate a minimum number of Options and any multiple of such minimum or any other number which may be accepted;
$(c)$ the period within which the offer may be accepted, and the period or periods during which the Options or any of them may be exercised and the Expiry Date;
$(d)$ the method of calculation of the Exercise Price; and
$(e)$ any other matters which the Board may determine.

ACCEPTING OFFERS 6.

$6.1$ Upon receipt of an offer of Options, an Eligible Person may, within the period specified in the offer:
$(a)$ accept the whole or any lesser number of Options offered by notice in writing to the Board; or
nominate a nominee in whose favour the Eligible Person wishes to renounce $(b)$ the offer by notice in writing to the Board. The Board may, in its absolute discretion, resolve not to allow such renunciation of an offer in favour of a nominee without giving any reason for such decision.
$6.2$ Upon:
$(a)$ receipt of the acceptance referred to in paragraph 6.1(a); or
$(b)$ the Board resolving to allow a renunciation of an offer in favour of a nominee ("Permitted Nominee") and the Permitted Nominee accepting the whole or any lesser number of Options offered by notice in writing to the Board,

then the Eligible Person or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be granted Options subject to these Rules.

$6.3$ If Options are issued to a Permitted Nominee of an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.

NO CONSIDERATION $\overline{7}$ .

No consideration is payable by an Eligible Person for a grant of an Option, unless the Board decides otherwise.

8. CERTIFICATES

$8.1$ Certificates for Options will be dispatched within 10 Business Days after their Issue Date.
$8.2$ The Certificates must state:
$(a)$ the number of Options issued to the Eligible Person;
$(b)$ the Exercise Price of those Options: and
the Issue Date of those Options. $(c)$

$\mathbf{Q}$ QUOTATION

$9.1$ The Company will not apply for Official Quotation of any Options.
$9.2$ If shares of the same class as those allotted under the Plan are listed on the ASX, the Company must apply for Official Quotation of those Shares allotted pursuant to the exercise of Options within the time required by the Listing Rules after the date of allotment.

$10.$ NOT TRANSFERABLE

Subject to clause 13.4, Options are not transferable.

$11.$ EXERCISE OF OPTIONS

$11.1$ Subject to these Rules and the terms of the Options. Options may be exercised at any time during the period commencing on the Issue Date and ending on the Expiry Date.
$11.2$ Notwithstanding paragraph 11.1, all Options may be exercised prior to the expiry date:
during a Bid Period; or $(a)$
$(b)$ at any time after a Change of Control Event has occurred; or
on an application under section 411 of the Corporations Act 2001, if a court $\langle c \rangle$ orders a meeting to be held concerning 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.
$11.3$ Options not validly exercised on or before the Expiry Date will automatically lapse.
$11.4$ Options may only be exercised by notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:
the Exercise Price for the number of Options specified in the notice; and $(a)$
the Certificate for those Options, for cancellation by the Company. $(b)$

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque).

$11.5$ Subject to paragraph 11.3, within 10 Business Days after the notice referred to in clause 11.4 becoming effective, the Board must:

$\epsilon$

$(a)$ allot and issue the number of Shares specified in the notice to the Holder;
$(b)$ cancel the Certificate for the Options being exercised; and
if applicable, issue a new Certificate for any remaining Options covered by the $(c)$ Certificate accompanying the notice.
11.6 The Board may, at it's discretion, by notice to the Holder reduce, waive or vary (provided such variation is not adverse to the Holder) the Exercise Conditions attaching to Options in whole or in part at any time and in any particular case.

$12.$ SHARES ALLOTTED ON EXERCISE OF OPTIONS

All Shares allotted upon exercise of Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the Holders to participate fully in:

dividends declared by the Company after the date of allotment; and $(a)$
all issues of securities made or offered pro rata to holders of Shares. $(b)$

$13.$ CEASING TO BE AN ELIGIBLE PERSON

$13.1$ Unless otherwise determined by the Board, if at any time prior to the earliest date any Options in a Series are exercisable, an Eligible Person ceases to be an Eligible Person for any reason, all Options in that Series held by such Eligible Person, or if appropriate, his or her Permitted Nominee, will automatically lapse.
$13.2$ Unless otherwise determined by the Board, if at any time after the earliest date any Options in a Series are exercisable and prior to the Expiry Date of those Options, an Eligible Person ceases to be an Eligible Person, other than by reason of Retirement, Permanent Disability, Redundancy or death, all Options in that Series held by such Eligible Person, or if appropriate, his or her Permitted Nominee, will automatically lapse.
$13.3$ For the avoidance of doubt, if at any time after the earliest date any Options in a Series are exercisable and prior to the Expiry Date of those Options, an Eligible Person ceases to be an Eligible Person by reason of Retirement, Permanent Disability, Redundancy or death, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any or all of the Options in that Series held by him or her within 3 months of the date of Retirement, Redundancy or death or of the date of the Board's determination of Permanent Disability, or such longer period as the Board determines.
$13.4$ A certificate signed by the company secretary of the Company stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error and after consideration by the Board) be conclusive for the purposes of the Plan, both as to such occurrence and the date of such occurrence.
13.5 If at any time prior to the Expiry Date of any Options a Holder dies, the deceased Holder's legal personal representative may:
elect to be registered as the new Holder of the deceased Holder's Options; $(a)$
whether or not he becomes so registered, exercise those Options as if he $(b)$ were the Holder of them in accordance with these Rules; and
if the deceased Holder had already given the Company a notice of exercise of $(c)$ his or her Options, pay the Exercise Price in respect of those Options.

$14.$ ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

$14.1$ New Issues

Holders may only participate in new issues of securities to holders of Shares if an 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 notice as required under the Listing Rules to Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

$14.2$ Bonus Issues

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

$14.3$ Pro Rata Issues

If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any Options, the Exercise Price of an Option will be adjusted in the manner provided for in the Listing Rules.

$14.4$ Reorganisation of Capital

If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, Options will be reorganised in accordance with the Listing Rules.

$14.5$ Advice

In accordance with the Listing Rules, the Company must give notice to each Holder of any adjustment to the number of Shares for which the Holder is entitled to subscribe or to the Exercise Price pursuant to the provisions of clauses 14.2, 14.3 or 14.4.

EXERCISE PRICE OF OPTIONS 15.

The method of calculation of the Exercise Price of each Option will be determined by the Board with regard to the Market Value of the shares when it resolves to offer the Option.

NUMBER OF OPTIONS TO BE ISSUED 16.

The Company shall not offer or issue Options to any Eligible Person in accordance with the Plan if the total number of Shares the subject of Options being offered, when aggregated with:

$(a)$ the number of Shares in the same class which would be issued were each outstanding offer or Option to acquire unissued Shares in the Company, being an offer made or Option acquired pursuant to the Plan or any other employee or executive share scheme extended only to employees or directors of the Company and of associated bodies corporate of the Company, to be accepted or exercised (as the case may be); and
$(b)$ the number of Shares in the same class issued during the previous five years pursuant to the Plan or any other employee or executive share scheme extended only to employees or directors of the Company and of associated bodies corporate of the Company,

but disregarding any offer made, or Option acquired or Share issued by way of or as a result of:

an offer to a person situated at the time of receipt of the Offer outside Australia; or $(c)$
an offer that was an excluded offer or invitation within the meaning of the Corporations $(d)$ Law as in force before the commencement of Schedule 1 to the Corporate Law Economic Reform Program Act 1999; or
an offer that did not need disclosure to investors because of section 708 of the $(e)$ Corporations Act; or
an offer that did not require the giving of a Product Disclosure Statement because of $(f)$ section 1012D of the Corporations Act; or
an offer made under a disclosure document or Product Disclosure Statement, $(q)$

would exceed 5% of the total number of issued Shares in the Company as at the time of the offer under the Plan.

$17.$ AMENDMENTS TO THE RULES

The Board may, subject to the Listing Rules (if applicable) alter, delete or add to these Rules at any time (save for the provisions of clause 16).

$18.$ POWERS OF THE BOARD

The Plan shall be administered by the Board who shall have the power to:

determine procedures from time to time for administration of the Plan consistent with $(a)$ these Rules;
resolve conclusively all questions of fact or interpretation arising in connection with the $(b)$ Plan; and
delegate to any one or more persons for such period and on such conditions as the $(c)$ Board may determine to exercise any of the Board's powers or discretions arising under the Plan.

19. NOTICES

Notices may be given by the Company to any Holder either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him to the Company for the giving of notices. Notices for any overseas Holders shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or secretary of the Company. A Notice of Exercise shall not be deemed to be served on the Company until actually received.

20. NO COMPENSATION OR DAMAGES

The rights and obligations of any Holder under the terms of his or her employment $20.1$ with a Group Company are not affected by his or her participation in the Plan.
These Rules do not form part of, and will not be incorporated into, any contract of 20.2 engagement or employment between a Holder and a Group Company.
No Holder has any rights to compensation or damages as a result of the termination of 20.3 his or her employment, so far as those rights arise or may arise from the Holder ceasing to have rights under the Plan as a result of the termination.

$\overline{9}$

$21.$ GOVERNING LAW

This plan and any Options issued under it are governed by the laws of Western Australia and the Commonwealth of Australia.

$22.$ ADVICE

Eligible Persons should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to participation in the Plan.

$\frac{1}{6}$

KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487 KALGOORLIE-BOULDER RESOURCES LIMITED EMPLOYEE OPTION PLAN APPLICATION FORM

Before completing this form, you should read the Plan Rules.
PLEASE USE BLOCK LETTERS

Details of Employee/Director/Consultant:

Full name(s):

Full address:



Telephone:

Details of Applicant:
Full name(s)


Full address:



Telephone:

Invitation for Number of
Employee Options under the

I, being the Applicant referred to above, hereby accept the Company's invitation to participate in the Kalgoorlie-Boulder Resources Limited Employee Option Plan and apply for that number of Employee Options shown

above/or * (Specify number) of Employee Options at an exercise price per Employee Option

cents and otherwise on the terms and conditions of the Kalgoorlie-Boulder Resources Limited Employee Option Plan. $\alpha$ _f *Strike out whichever is not applicable.

Executed by a Company:

EXECUTED pursuant to section 127 of the Corporations Act 2001 (Cth)

Executed by a natural person:

Adaress:

SIGNED by_

in the presence of:

Witness:

Name: ____________________________________

Director

Plan

Director/Secretary

Print name

Print name

Occupation:

DECLARATION BY APPLICANT ON SIGNING THIS APPLICATION FORM By signing this Application Form:

I declare that all details and statements made by me are complete and accurate and the Application complies with the terms of the Invitation.

I agree to be bound by the Rules of the Kalgoonlie-Boulder Resources Limited Employee Option Plan.

INSTRUCTIONS TO APPLICANTS

Please complete all sections of the Application Form using BLOCK LETTERS.

In order for your application to be accepted, you must post or deliver the completed Application Form so as to reach the Company at:

The Company Secretary Kalgoorlie-Boulder Resources Limited Suite 1, Vosper House 31-33 Duggan Street Kalgoorlie WA 6430

Please provide us with a telephone number (including the person responsible in the case of an application by a company) so that we can contact you quickly if there is an irregularity in your Application Form.

Before signing the Application Form the applicant should read the Invitation and the Rules of the Kalgoorlie-Boulder Resources Limited Employee Option Plan in full.

If you need any advice on investing in the Options under the Kalgoorlie-Boulder Resources Limited Employee Option Plan you should consult your stockbroker or independent financial adviser.

ANNEXURE B

TERMS AND CONDITIONS OF OPTIONS

1. No monies will be payable for the issue of the options.
1. Each option entitles the holder to subscribe for one ordinary fully paid share in the capital of Kalgoorlie-Boulder Resources Limited ("Company") at an exercise price of 20 cents.
1. The options are exercisable at any time in whole or in part on or prior to 31 July 2008 ("Expiry Date") by notice in writing to the Company accompanied by payment of the exercise price in full.
1. The options are transferable and will be listed for official quotation on Australian Stock Exchange Ltd ("ASX").
1. The options have no voting rights.
1. Shares issued upon exercise of the options will be allotted within five days of receipt of a properly executed notice and of payment in full of the exercise price. All shares issued upon exercise of the options will rank pari-passu in all respects with the Company's then existing fully paid ordinary shares. If the shares are listed on ASX, the Company will apply for listing of the new shares within five days of allotment.
1. The options carry no entitlement to participate in dividends or rights to participate in new issues of capital offered to shareholders during the currency of the options. The Company will give the holder 10 days notice of the closing date for applications for new issued shares so that the holder may exercise his/her options and participate in the issues.
1. In the event of a reorganisation of the issued capital of the Company, the options will be reorganised in accordance with the ASX Listing Rules.
1. An exercise of only some options shall not affect the rights of the option holder to the balance of the options held by him/her.

KALGOORLIE-BOULDER RESOURCES LIMITED ACN 106 732 487

PROXY FORM

The Company Secretary Kalgoorlie-Boulder Resources Limited PO Box 10808 Kalgoorlie WA 6430 Facsimile: (08) 9021 7277

I/We (name of shareholder)
$of (address) \dots \dots \dots \dots \dots \dots \dots \dots \dots \dots \dots \dots \dots $
being a member/members of Kalgoorlie-Boulder Resources Limited HEREBY APPOINT:
$(name)$
of (address) ……………………………………………………………………………………………
and/or failing him/her (name)
of (address) ……………………………………………………………………………………………

or failing that person then the Chairman of the Annual General Meeting as my/our proxy to act generally for me/us and to vote in accordance with the following directions or, if no directions are given, as the proxy sees fit at the Annual General Meeting of the Company to be held on 28 November 2007 at 11.00am WST at The West Australian Club, 101 St George's Terrace, Perth, Western Australia and at any adjournment of the meeting.

Important: If the Chairman of the Annual General Meeting is your nominated proxy, or may be appointed by default, and you have not directed $\Box$ your proxy how to vote on Resolutions 1 to 7 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Annual General Meeting may exercise your proxy in respect of a Resolution even if he has an interest in the outcome of that Resolution, and that the votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes and your votes will not be counted in computing the required majority if a poll is called on a Resolution. The Chairman of the Meeti Resolutions.

Should you so desire to direct the proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

		For	Against	Abstain
Resolution 1	Remuneration Report
Resolution 2	Election of Director (Michael Atkins)
Resolution 3	Election of Director (Richard Alter)
Resolution 4	Election of Director (Stanley Lewis)			л
Resolution 5	Ratification of Issue of Securities
Resolution 6	Approval of Employee Share Option Plan
Resolution 7	Approval of Issue of Options to Michael Atkins

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent		% of my voting right, or if two proxies are appointed Proxy 1 represents	% and
	Proxy 2 represents $\frac{1}{2}$ % of my/our total votes.
	My/our_total voting right is _	shares.

IF THE SHAREHOLDER IS AN INDIVIDUAL OR JOINT HOLDER:

Signature:	Signature: Signature
IF THE SHAREHOLDER IS A COMPANY:
Affix common seal (if required by Constitution)
Director/Sole Director and Secretary	Director/Secretary
Dated:

In addition to signing the Proxy Form above please provide the information below in case we need to contact you.

Contact Daytime Telephone

INSTRUCTIONS FOR APPOINTMENT OF PROXY

A shareholder entitled to attend and to cast two or more votes is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the shareholder's proxy. A proxy need not be a shareholder of the Company.
Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the shareholder's voting rights. If such appointment is not made then each proxy may exercise half of the shareholder's voting rights. Fractions shall be disregarded. Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available from the Company, or alternatively you may copy this form.
The proxy form must be signed personally by the shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint shareholders, this proxy must be signed by each of the joint shareholders, personally or by a duly authorised attorney.
If a proxy is executed by an attorney of a shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.
To be effective, forms to appoint proxies must be received by the Company no later than 48 hours before the time appointed for the holding of this Annual General Meeting by post, facsimile or email to the address stipulated in this proxy form.
If the proxy form specifies a way in which the proxy is to vote on any of the resolutions stated above, then the following applies:
o the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and
o if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
$\circ$ if the proxy is Chairman, the proxy must vote on a poll and must vote that way; and
$\circ$ if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a shareholder, the proxy can cast any votes the proxy holds as a shareholder in any way that the proxy sees fit.