MINERAL COMMODITIES LTD — Board/Management Information 2019

Jul 25, 2019

MINERAL COMMODITIES LTD ACN 008 478 653

NOTICE OF GENERAL MEETING

TIME : 10:00am WST DATE : 28 August 2019 PLACE : BDO, Ground Floor 38 Station Street Subiaco WA 6008

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 the Company Secretary on +61 8 6253 1100.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RE-ELECTION OF DIRECTOR – MR JOSEPH CARUSO

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, Joseph Caruso, a Director who shall otherwise cease to hold office immediately before the end of the Meeting in accordance with section 250V(1)(b) of the Corporations Act, is re-elected as a Director.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR PETER TORRE

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, Peter Torre, a Director who shall otherwise cease to hold office immediately before the end of the Meeting in accordance with section 250V(1)(b) of the Corporations Act, is reelected as a Director.”

3. RESOLUTION 3 – ELECTION OF DIRECTOR – MS DEBBIE NTOMBELA

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, Debbie Ntombela, a person nominated to be appointed a Director, is elected as a Director.”

4. RESOLUTION 4 – ELECTION OF DIRECTOR – MR RUSSELL TIPPER

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, Russell Tipper, a person nominated to be appointed a Director, is elected as a Director.”

5. RESOLUTION 5 – ELECTION OF DIRECTOR – MR DAVID BAKER

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, David Lewis Baker, a person nominated to be appointed a Director, is elected as a Director.”

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6. RESOLUTION 6 – ELECTION OF DIRECTOR – MR MICHAEL GIBSON

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, Michael George Gibson, a person nominated to be appointed a Director, is elected as a Director.”

7. RESOLUTION 7 – ELECTION OF DIRECTOR – MR GUY WALKER

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

“That, for the purpose of section 250V(1)(c) of the Corporations Act, ASX Listing Rule 14.4 and for all other purposes, Guy Redvers Walker, a person nominated to be appointed a Director, is elected as a Director.”

DATED: 22 JULY 2019

By order of the Board

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Peter Torre Non-Executive Director & Company Secretary

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IMPORTANT INFORMATION

Time and place of meeting

Notice is given that the Meeting will be held at 10.00am (WST) on 28 August 2019 at BDO, Ground Floor, 38 Station Street Subiaco WA.

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5.00pm (WST) on 26 August 2019.

Voting in Person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who 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. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6253 1100.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND

1.1 Spill resolution

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

1.2 Spill meeting

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting unless within that period none of the company’s Vacating Directors (defined below) remain as directors of the company.

All of the directors of the company who were in office when the directors' report as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company ( Vacating Directors ), will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

The business of the Spill Meeting will be to put to vote resolutions to appoint persons to offices vacated by the Vacating Directors.

1.3 Determination of directors

Following the Spill Meeting those persons whose election or re-election as a director is approved will be the directors of the company and commence to hold office at the end of the Spill Meeting.

The Corporations Act includes provisions (section 250X) to ensure a company will have at least 3 directors after the Spill Meeting in the event insufficient resolutions are passed by the requisite majority and would otherwise result in a company having fewer than 3 directors following the Spill Meeting.

The persons taken to have been appointed are those with the highest percentage of votes favouring their appointment cast at the Spill Meeting on the resolution for their appointment.

If 2 or more persons have the same percentage of votes favouring their appointment, the director or directors who hold office other than due to the operation of section 250X of the Corporations Act may choose the person taken to be appointed and such person is deemed to have a higher percentage of votes. A person taken to have been appointed following such a choice must have their appointment confirmed at the company’s next annual general

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meeting and if the appointment is not confirmed the persons ceases to be a director of the company at the end of that annual general meeting.

1.4 Term of office

For the purposes of determining the length of time in office for future retirements by rotation, a Vacating Director who is re-elected at a Spill Meeting is considered to have been in office from the time of their previous election (i.e. his or her term of office runs as if the cessation and appointment at the Spill Meeting had not happened).

2. APPLICATION TO THE COMPANY

2.1 Previous voting results

At the Company’s previous two annual general meetings, respectively held on 30 May 2018 and 30 May 2019, at least 25% of the votes cast on the remuneration report resolution were voted against adoption of the remuneration report.

A Spill Resolution was put to vote at the 30 May 2019 meeting and (with Key Management Personnel and their Closely Related Parties excluded pursuant to the Corporations Act), more than 50% of votes cast were in favour of the Spill Resolution.

Consequently, the Company is required to convene a Spill Meeting on or before 28 August 2019, unless within that period none of the Vacating Directors remain as directors of the Company.

The Vacating Directors are Joseph Caruso, Peter Torre, Colin Hastings and Guy Walker. As at the date of this Notice, Peter Torre and Joseph Caruso remain in office, whereas Colin Hastings and Guy Walker no longer remain in office, due to retirement and failure to be re-elected, respectively.

The Vacating Directors who remain in office will cease to hold office immediately before the end of the Spill Meeting but will stand for re-election at the Spill Meeting.

The business of the Spill Meeting is to put to vote resolutions to appoint persons to offices vacated by the Vacating Directors.

The Directors note that the Government’s stated intention of the “two strikes rule” was to empower shareholders to constrain remuneration arrangements that were clearly excessive. The Directors do not consider this to be the case for the Company.

As disclosed in the remuneration report in the 2018 annual report, the Directors received minimal increases in their fixed cash salary, and, while the CEO and Executive Chairman received a cash bonus, this included a one-off special bonus in recognition of his performance in generating the uplift in the Company’s share price during 2018, resulting in the increased market capitalisation and individual shareholder value created.

The Directors confirm that, in considering whether or not to pay this one-off bonus, the then-existing Board canvassed some of the Company’s largest shareholders’, including Au Mining Limited, who is currently the Company’s largest Shareholder. As the increase in market capitalisation and shareholder

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value was enjoyed by all Shareholders, the Directors do not consider this one-off special bonus to be ‘clearly excessive’ as intended by the “two strikes rule”.

In light of the above, the Directors recommend that those Vacating Directors seeking re-election (being Mr Joseph Caruso and Mr Peter Torre, who the subjects of Resolutions 1 and 2 respectively) are re-appointed to the Board.

2.2 Director Nominations

(a) Nominations by the Board

The Directors recognise that all Shareholders have the right to nominate individuals to stand for appointment as a director of the Company. It further recognises that larger substantial shareholders often insist on this right as part of their ongoing investment in the Company. Paramount to this however, is the Constitutional and Corporations Act requirements for all directors other than the managing director to stand for election by all members.

Paragraph 35(h)(2) of the Constitution provides that the Board can nominate a person for election to the office of a director.

The Board currently comprises three directors, none of whom are independent non–executive directors.

Independence, in this context, is defined to mean a non–executive director who is free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of MRC.

The Directors have assessed the Board’s makeup and seeks to ensure that it continues to have the mix of skills and experience necessary to conduct the Company’s activities. The Directors seek to ensure that appropriate directors are selected and appointed as required, having regard to all stakeholders of the Company.

Under the Company’s Diversity Policy, the Company employs a broad mix of individuals reflecting its philosophy of hiring the best candidate for all positions at all levels irrespective of race, religion or gender. The objective of the policy is for the Company to embrace the diversity of skills, ideas and experiences of an individual and recognise that a workforce is made up of people with differences in age, gender, sexual orientation, disability, religion or national origin or social origin contributes to MRC’s success and organisational strength. The Company also ensures all employees are treated with fairness and respect.

With the departure of Messrs Hastings and Walker at the Annual General Meeting held 30 May 2019, the Directors are of the view that two (2) appointments, in addition to the two (2) existing non-executive directors, should be considered;

• (i) to replace the skillset of Mr Hastings, a candidate to provide input relevant to Mining, Technical and Resource Development;

• (ii) to replace Mr Walker, a candidate with appropriate financial and governance experience, coupled with suitable experience in the industry and relevant in-country or relevant experience; and

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• (iii) a female candidate with suitable in-country experience, particularly relevant to the regulatory processes in South Africa which are critical to the Company’s operations.

Accordingly, the Directors nominate both Ms Debbie Ntombela and Mr Russell Tipper for election as Directors.

Resolutions 3 and 4 relate to the election of these nominee directors.

(b)

Nominations by Shareholders

Paragraph 35(h)(4) of the Constitution provides that, to be eligible for election as a director, a person must be nominated by a Shareholder for election, and provide their consent to the nomination, at least 30 Business Days before the meeting.

The Directors confirm that, prior to the 2019 Annual General Meeting, the Company received a letter dated 16 May 2019 from Au Mining Limited, nominating three (3) people for election as director ( Nomination ) in the event that a Spill Meeting was to be called.

The Nomination complied in with the requirements of the Constitution, and provided notice under paragraph 35(h)(4) of the Constitution of the Shareholder’s nominees for election to the Board.

Resolutions 5 to 7 (inclusive) consider the Nomination and the election of those nominee directors proposed by Au Mining Limited.

3. RESOLUTIONS 1 AND 2 – RE-ELECTION OF DIRECTORS

Resolutions 1 and 2 concern the re-election of those Vacating Directors who remain in office.

The background and experience of each Vacating Director seeking re-election is set out in the directors' report included in the Company’s 2018 annual report, and is re-produced below.

Joseph Anthony Caruso – Resolution 1

Mr Joseph Caruso was appointed as Non-Executive Director of the Company in September 2000. He is a Director of Zurich Bay Holdings Pty Ltd and Construction Manager of Simto Australia Pty Ltd, both of which are involved in mining, earthmoving and civil engineering construction earthworks. He has considerable experience in managing and administration of engineering, mining, raw materials production operations, earthmoving and related infrastructure utilities services resource contracts.

The Directors, with Mr Joseph Caruso abstaining, unanimously recommend that Shareholders vote in favour of Resolution 1.

Peter Patrick Torre – Resolution 2

Mr Peter Torre was appointed Company Secretary of the Company in July 2006, and as a Director of the Company on 1 April 2010. He is a Chartered Accountant, a Chartered Secretary and a member of the Australian Institute of Company Directors. He was previously a partner of an internationally affiliated firm of Chartered Accountants. Mr Torre is an Independent Non-Executive Director of VEEM Ltd, Zenith Energy Limited and Volt Power Group Ltd.

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The Directors, with Mr Peter Torre abstaining, unanimously recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTIONS 3 AND 4 – ELECTION OF BOARD NOMINEE DIRECTORS

Debbie Ntombela – Resolution 3

The Directors nominate Ms Debbie Ntombela for election as director. Ms Ntombela is an independent, unrelated party to the Company and the Directors.

Ms Ntombela BProc, holds a Certificate in Mineral Law Administration and Environmental Management, a Certificate in Management of Minerals and Mining Policy and was admitted as an Attorney in South Africa in June 1983. She is currently a Partner and the law firm Shepstone & Wylie

Ms Ntombela has in-depth knowledge of the mining sector, specifically regarding regulatory compliance. Her knowledge has been gained over many years of working at and with the Department of Mineral Resources and the mining industry in South Africa. Her strength lies in her experience, and her ability to provide seamless, integrated, practical advice and training.

Ms Ntombela has extensive experience in regulatory compliance, as well as an existing relationship with the South African regulators. Ms Ntombela specialises in applications for prospecting rights, mining rights, and mining permits, and all related mining and exploration documentation.

Ms Ntombela is a well-known and respected figure in the mining industry in South Africa. She assisted with the drafting of the Mineral and Petroleum Resources Development Act, 2002 and also the 2004 Mining Charter. She also drafted the Social and Labour Plan Guidelines for the Department of Mineral Resources.

During her tenure at the Department of Mineral Resources, Ms Ntombela was part of the South African delegation which negotiated bilateral agreements on behalf of the Republic of South Africa.

Ms Ntombela served as a non-executive director of the Council for Geoscience South Africa from 2002 to 2008 and is currently a non executive director of Zinoju Coal (Pty) Limited and Ivanplats (Pty) Limited.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

Russell Tipper – Resolution 4

The Directors nominate Russell Tipper for election as director. Mr Tipper is an independent, unrelated party to the Company and the Directors.

Mr Tipper holds a Bachelor of Engineering (Mining), a Master of Business Administration, a WA Quarry Manager’s Certificate of Competency and is a Member of Australasian Institute of Mining & Metallurgy

Mr Tipper has considerable senior executive, mining and project level experience having held a number of senior executive positions with mining companies over the years, including group treasurer for a large miner for 4 years. His broad experience across various facets of mining companies from corporate to operations would be of significant benefit to the Board and the Company.

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He has delivered Feasibility Studies and project proposals for major mining and infrastructure projects such as the Hope Downs Iron Ore Project and the Karara Magnetite Project.

Mr Tipper has also been instrumental in debt restructuring and capital raisings, along with providing leadership in the revision of work practices at mining operations.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

5. RESOLUTIONS 5 TO 7 – ELECTION OF NOMINEE DIRECTORS

On 16 May 2019, the Company received the Nomination from Au Mining Limited. The Nomination sought the appointment by Shareholders of David Lewis Baker, Michael George Gibson and Guy Redvers Walker to the Board. A copy of the Nomination is set out in the Schedule, and includes the background and experience of Au Mining’s nominee directors.

Resolutions 5 to 7 concern the election of nominee directors, pursuant to the Nomination.

David Baker – Resolution 5

The Directors are willing to consider Mr Baker on the basis of his background and potential contribution to the Board and the Company. However, the Directors make no recommendation to Shareholders whether to vote for or against Resolution 5.

Michael Gibson – Resolution 6

The Directors are of the view that the appointment of Mr Gibson would be of no value, other than providing Au Mining Limited with additional representation on the Board. The Directors do not consider it appropriate that a Shareholder that controls approximately 25% of the Company’s issued capital should receive representation on the Board over and above this proportion.

Accordingly, the Directors unanimously recommend that Shareholders vote against Resolution 6.

Guy Walker – Resolution 7

The Directors note that a majority of shareholders voted against the election of Mr Walker at the Company’s AGM held 30 May 2019. As such, and respecting the majority rights of MRC shareholders, it would not be prudent for the Directors to recommend Mr Walker be considered by Shareholders.

Further, the Company’s current CEO and Chairman, Mr Mark Caruso, has indicated that he would not continue in his executive capacity with the Company if Mr Walker was to be elected. This outcome represents a significant risk to the Company given the importance of key management on a number of current and ongoing projects, including:

(a) securing in-country tenure for the Company’s Tormin Mineral Sands project in South Africa;

(b) progressing to completion the Definitive Feasibility Study at the Company’s Munglinup graphite project;

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• (c) the expected development and mining at the Company’s Munglinup graphite project; and

• (d) completing the acquisition, and integration of, the Company’s recently acquired Skaland graphite project in Norway.

Accordingly, the Directors unanimously recommend that Shareholders vote against Resolution 7.

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GLOSSARY

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company from time to time.

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.

Chair means the chair of the Meeting.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Mineral Commodities Ltd (ACN 008 478 653).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Nomination means the Notice of Nomination of Directors letter dated 16 May 2019 sent to the Company by Au Mining Limited, a shareholder having a relevant interest in 26.39% of the Shares.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

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Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, 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.

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SCHEDULE – NOMINATION OF DIRECTORS

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Mineral Commodities Ltd ABN 39 008 478 653

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Mineral Commodities Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138;

• ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

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----- Start of picture text -----

X99999999999
PROXY FORM
I/We being a member(s) of Mineral Commodities Ltd and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the OR if you are NOT appointing the Chairman of the Meeting
as your proxy, please write the name of the person or
Meeting (mark box)
body corporate you are appointing as your proxy
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to
act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent
permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00am (WST) on Wednesday, 28 August
2019 at BDO, Ground Floor, 38 Station Street, Subiaco WA 6008 (the Meeting ) and at any postponement or adjournment of the Meeting.
The Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 1, 2, 3 and 4, against 6 and 7 and will
abstain on Resolution 5.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.
Please read the voting instructions overleaf before marking any boxes with an T
Resolutions For Against Abstain * For Against Abstain
1 Re-election of Director – 5 Election of Director –
Mr Joseph Caruso Mr David Baker
2 Re-election of Director – 6 Election of Director –
Mr Peter Torre Michael Gibson
3 Election of Director – 7 Election of Director –
Ms Debbie Ntombela Guy Walker
S A M P L E
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• 4 Election of Director – Mr Russell Tipper

 * 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.

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

MRC PRX1902A

HOW TO COMPLETE THIS SECURITYHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (WST) on Monday, 26 August 2019, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a securityholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form.

• BY MAIL

• Mineral Commodities Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

• BY FAX +61 2 9287 0309

• BY HAND delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the Locked Bag A14 boxes opposite each item of business. All your securities will be voted in Sydney South NSW 1235 accordance with such a direction unless you indicate only a portion of Australia voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If  BY FAX you do not mark any of the boxes on the items of business, your proxy +61 2 9287 0309 may vote as he or she chooses. If you mark more than one box on an item BY HAND your vote on that item will be invalid.  APPOINTMENT OF A SECOND PROXY 1A Homebush Bay Drive You are entitled to appoint up to two persons as proxies to attend the Rhodes NSW 2138 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s security registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form 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 your votes. Fractions of votes will be disregarded; and (b) return both forms together. COMMUNICATION PREFERENCE SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. costs. Joint Holding: where the holding is in more than one name, either ONLINE securityholder may sign.  www.linkmarketservices.com.au Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the 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.

• During business hours (Monday to Friday, 9:00am–5:00pm)

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We encourage you to receive all your shareholder communication via email. This communication method allows us to keep you informed without delay, is environmentally friendly and reduces print and mail costs.

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Communications’ and click the first button to receive all communications electronically and enter your email address. To use the online facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

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

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry or online at www.linkmarketservices.com.au.

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