METALS AUSTRALIA LTD — AGM Information 2008

Oct 9, 2008

Metals Australia Ltd ABN 38 008 982 474

Notice of Annual General Meeting

Explanatory Statement

and

Proxy Form

9:00 am (WDT) on Wednesday 12 November 2008 Celtic Club, 48 Ord Street, West Perth, Western Australia

METALS AUSTRALIA LTD ABN 38 008 982 474

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of METALS AUSTRALIA LTD ( MLS or the Company ) will be held on Wednesday 12 November 2008 commencing at 9:00 am (Australian Western Daylight Time) at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting describes in more detail the matters to be considered. Terms used in this Notice of Annual General Meeting have the meaning given to them in the "Definitions" section contained in the Explanatory Statement.

AGENDA

BUSINESS OF THE MEETING

1. Accounts and reports

To receive and consider the Financial Statements and the reports of the Directors and the Auditors for the year ended 30 June 2008.

2. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

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

" That the Remuneration Report as set out in the Company’s Annual Report for the year ended 30 June 2008 be adopted."

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

This is an opportunity for shareholders to comment and ask questions about the remuneration report detailed on pages 26 and 27 of the Annual Report. The vote on the proposed resolution is advisory only, and will not bind the Directors or the Company however the Board will take the outcome of the votes into consideration, when reviewing future practices of the Company.

3. Resolution 2 - Re-election of a Director

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

"That Alexander Clemen, who retires by rotation in accordance with the Company’s Constitution, be re-elected a Director of the Company."

Voting Entitlements

For the purposes of determining voting entitlements at the General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 9.00am on 10 November 2008. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of General Meeting.

By order of the Board Norman Grafton

Company Secretary 1 October 2008

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Metals Australia Ltd

EXPLANATORY STATEMENT

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of members of METALS AUSTRALIA LTD in connection with the business to be conducted at the Annual General Meeting of members to be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia, on 12 November 2008 at 9:00 am (Australian Western Daylight Time).

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

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

FINANCIAL REPORTS

Shareholders will be given an opportunity to ask questions in relation to the accounts of the Company at the Annual General Meeting.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's Annual Report 2008. The vote on the resolution is advisory only and does not bind the Directors of the Company. The Remuneration Report is set out in the Company’s Annual Report 2008 and is also available on the Company’s website (www.metalsaustralia.com.au).

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to Directors of MLS, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

RESOLUTION 2 – RE-ELECTION OF A DIRECTOR

Pursuant the Company's Constitution, Alexander Clemen, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Clemen is a qualified geologist with over twenty five years experience practising in this field. He has worked for several large international mining companies in various parts of the world and has gained experience in exploring for gold, base metals, industrial minerals and diamonds. During the past three years he has served as a Director of Golden Deeps Ltd and Sabre Resources Ltd.

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Metals Australia Ltd

METALS AUSTRALIA LTD ABN 38 008 982 474

PROXY FORM

The Secretary Metals Australia Ltd 1[st] Floor, 8 Parliament Place West Perth WA 6872

Facsimile: (08) 9481 7835

I/We (full name)

---

Of (address)_____________

being a member(s) of METALS AUSTRALIA LTD, hereby appoint as my/our proxy

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Of (address)_____________

or, failing him/her the Chairperson of the Meeting to attend and vote for me/us at the Annual General Meeting of the Company to be held at 9.00 am (WDT) on 12 November 2008 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

If you do not wish to direct your proxy how to vote, please place a mark in the box �

Should you so desire to direct the proxy how to vote, then please tick the appropriate box below:

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RESOLUTIONS
FOR AGAINST ABSTAIN
1. Non Binding resolution to adopt Remuneration Report � � �
2. Re-election of Director � � �
If the member is an individual or joint holder:
_____ _________
Usual Signature Usual Signature
Dated this day of 2008
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If the member is a Company:

Signed in accordance with the Constitution of the company in the presence of: ___ ____ _________ Director/Sole Director Director/Secretary Sole Director and Sole Secretary Dated this day of 2008.

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Metals Australia Ltd

METALS AUSTRALIA LTD ABN 38 008 982 474

NOTES

1. A member entitled to attend and vote is entitled to appoint a proxy. A member that is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the Company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (1[st] Floor, 8 Parliament Place, West Perth, Western Australia, 6872) or sent by facsimile to that office on Fax: 08 94817835 to be received not less than 48 hours prior to the time of the meeting.

5. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution and s.127 of the Corporations Act.

6. The Chairman intends to vote all undirected proxies in favour of the resolutions.

7. 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:

8. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

9. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands; and

10. (c) if the proxy is Chairperson, the proxy must vote on a poll and must vote that way, and

11. (d) if the proxy is not the Chairperson, 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 anyway that the proxy sees fit.

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Metals Australia Ltd