MEC RESOURCES LIMITED — AGM Information 2008

Oct 29, 2008

MEC RESOURCES LIMITED

ACN 113 900 020

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00 am (WDST)

DATE : 28 November 2008

PLACE : 14 View Street NORTH PERTH WA 6006

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact Deborah Ambrosini, the Company Secretary on + 61 8 9328 8477.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Annexure A – Nomination of auditor	7
Glossary	8
Proxy Form	9
TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WDST) on Friday 28 November 2008 at:

14 View Street

NORTH PERTH WA 6006

Your Vote Is Important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting In Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting By Proxy

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

• (a) post to MEC Resources Limited, 14 View Street, North Perth, Western Australia, 6006; or

• (b) facsimile to the Company on facsimile number +61 8 9328 8733,

so that it is received not later than 10:00 am (WDST) on Wednesday 26 November 2008. Proxy Forms received later than this time will be invalid.

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 10:00 am (WDST) on Friday 28 November 2008 at 14 View Street, North Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 5:00 pm (WDST) on W e dnesday 26 November 2008.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2008, together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2008.”

2. RESOLUTION 2 – APPOINTMENT OF PKF CHARTERED ACCOUNTANTS AND BUSINESS ADVISERS AS AUDITORS

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

“That, for the purposes of section 327B of the Corporations Act and for all other purposes, PKF Chartered Accountants and Business Advisers, having been nominated by a Shareholder and having consented in writing to act in the capacity of auditor, be appointed as auditors of the Company."

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3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR SENG Y AP

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

“That, for the purpose of clause 11.3 of the Constitution and for all other purposes, Mr Seng Yap, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR KAH ON YAP

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

“That, for the purpose of clause 11.3 of the Constitution and for all other purposes, Mr Kah On Yap, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

DATED: 22 OCTOBER 2008

BY ORDER OF THE BOARD

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DEBORAH AMBROSINI COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10:00 am (WDST) on Friday 28 November 2008 at 14 View Street, North Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2008 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

In accordance with amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.mecresources.com.au.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ended 30 June 2008.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

2. RESOLUTION 2 – APPOINTMENT OF PKF CHARTERED ACCOUNTANTS AND BUSINESS ADVISERS AS AUDITORS.

Bentleys, who are the Company’s current auditors, have given notice of their intention to resign as auditor of the Company (under section 329(5) of the Corporations Act).

Subject to the ASIC consenting to the resignation of Bentleys, and Bentleys submitting a resignation to the Company, it is proposed that the Company appoint PKF Chartered Accountants and Business Advisers as auditors of the Company.

In accordance with section 328B(1) of the Corporations Act, the Company has sought and obtained a nomination from a Shareholder for PKF Chartered Accountants and Business Advisers to be appointed as the Company’s auditors. A copy of this nomination is attached to this Explanatory Statement as Annexure A.

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PKF Chartered Accountants and Business Advisers have given their written consent to act as the Company’s auditor subject to Shareholder approval of this Resolution 2.

If Resolution 2 is passed, the appointment of PKF Chartered Accountants and Business Advisers as the Company’s auditors will take effect at the close of the Annual General Meeting.

3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR SENG YAP

Clause 11.3 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Company currently has 5 Directors and accordingly 2 must retire.

A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.

Mr Seng Yap retires by rotation and seeks re-election.

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR KAH ON YAP

Clause 11.3 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Company currently has 5 Directors and accordingly 2 must retire.

A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.

Mr Kah On Yap retires by rotation and seeks re-election.

5. ENQUIRIES

Shareholders are required to contact Deborah Ambrosini, the Company Secretary on + 61 8 9328 8477 if they have any queries in respect of the matters set out in these documents.

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ANNEXURE A – NOMINATION OF AUDITOR

MEC Resources Limited 14 View Street North Perth Western Australia 6006

Dear Sirs

I, David Leslie Breeze, being a member of MEC Resources Limited ( Company ), nominate PKF Chartered Accountants and Business Advisers in accordance with Section 328B(1) of the Corporations Act 2001 (Cth) ( Act ) to fill the office of auditor of the Company.

Please distribute copies of this notice of this nomination as required by Section 328B(3) of the Act.

Signed and dated 17 October 2008:

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David Breeze

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GLOSSARY

$ means Australian dollars.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means MEC Resources Limited (ACN 113 900 020).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WDST means Western Daylight Savings Time as observed in Perth, Western Australia.

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PROXY FORM

APPOINTMENT OF PROXY MEC RESOURCES LIMITED ACN 113 900 020

ANNUAL GENERAL MEETING

I/We of

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being a member of MEC Resources Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, 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 to be held at 10:00 am (WDST), on Friday 28 November 2008 at 14 View Street, North Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the Annual General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1- 4 please place a mark in this box.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of remuneration report Resolution 2 – Appointment of auditors Resolution 3 – Re-election of Director – Mr Seng Yap Resolution 4 – Re-election of Director – Mr Kah On Yap

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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MEC RESOURCES LIMITED ACN 113 900 020

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

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( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to MEC Resources Limited, 14 View Street, North Perth, Western Australia, 6006; or

• (b) facsimile to the Company on facsimile number +61 8 9328 8733,

so that it is received not later than 10:00 am (WDST) on Wednesday 26 November 2008.

Proxy forms received later than this time will be invalid.

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