NEURIZER LTD — AGM Information 2011

Oct 13, 2011

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Marathon Resources Limited

ABN 31 107 531 822

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of the Shareholders of Marathon Resources Limited will be held at the Sebel Playford, 120 North Terrace, Adelaide, SA 5000 on Thursday 17 November 2011 at 9.30 a.m. (Adelaide time).

Business:

Resolution 2 - Adoption of the Remuneration Report for the year ended 30 June 2011

Accounts

To consider the financial report and the reports of the Directors and of the Auditors for the financial year ended 30 June 2011.

The annual report is available to view online at the following web site www.marathonresources.com.au/news.php

Resolution 1 - Re-election of Mr Peter Williams as a Director

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

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

“That, for the purposes of Section 250R(2) of the Corporations Act, the Company adopt the Remuneration Report for the period ended 30 June 2011 as set out in the Directors’ Report section of the 2011 Annual Report.”

The vote on the resolution to adopt the Remuneration Report is advisory only and does not bind the Directors of the Company.

Voting Exclusion Statement

“That Mr Peter Williams, having retired by rotation in accordance with the Company’s Constitution and having offered himself for re-election, is hereby re-elected as a Director of the Company with immediate effect.”

Information regarding the candidate for re-election can be found in the Explanatory Memorandum that accompanies this Notice of Annual General Meeting.

There are no voting exclusions in relation to Resolution 1.

The Company will disregard any votes cast on Resolution 2 by any Key Management Personnel the details of whose remuneration are included in the Remuneration Report, and any Closely Related Party of such Key Management Personnel.

However the Company need not disregard a vote in relation to Resolution 2 if it is cast by a person (including a person chairing the meeting) as proxy for a person who is entitled to vote, in accordance with the directions on the relevant proxy form.

Information for Members

Explanatory Memorandum

The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice.

Members are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used both in this Notice of Annual General Meeting and the Explanatory Memorandum.

“Snap-shot” Time

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that for the purposes of voting at the meeting, Shares will be taken to be held by those who hold them as at 5.00pm Adelaide time on Tuesday 15 November 2011.

Proxies

A Shareholder entitled to attend and vote at the meeting may appoint a proxy. The person appointed as a proxy may be an individual or a body corporate and need not be a Shareholder. If a Shareholder is entitled to cast two or more votes, the Shareholder may appoint one or two proxies.

Where two proxies are appointed, each proxy may be appointed to represent a

specific proportion of the Shareholder’s voting rights. If the proportion is not specified, each proxy may exercise half of the Shareholder’s voting rights. Fractional votes will be disregarded.

Please note : if a Shareholder wishes to nominate the Chairman as their proxy for the purposes of Resolution 2, to make their proxy vote count they must direct the Chairman how to vote by marking either:

• (a) the box at the bottom of Step 1 on the enclosed proxy form; or

• (b) the ‘for’ or ‘against’ box in relation to Resolution 2 in Step 2 on the enclosed proxy form .

The Chairman intends to vote all available proxies in favour of Resolution 2. By marking the box at the bottom of Step 1 on the enclosed proxy form, Shareholders are directing the Chairman to vote for Resolution 2, in accordance with his stated voting intentions.

If a Shareholder does not direct the Chairman how to vote, the Chairman will not cast their votes on Resolution 2.

Alternatively, Shareholders can nominate as their proxy for the purpose of Resolution 2 a proxy who is not a member of the Company’s Key Management Personnel. That person would be permitted to vote undirected proxies.

To record a valid vote, members will need to take either of the following steps:

• (a) Cast your vote online by visiting www.investorvote.com.au and following the instructions and information provided on the enclosed proxy form ; or

• (b) Complete and lodge the Proxy Form (and the power of attorney or other authority (if any) under which it is signed, or a certified copy of it) at the

share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne VIC 3001, or by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia); or

• (c) For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions,

no later than 48 hours before the time for the holding of the meeting.

Corporate Representative

A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company’s Share Registry (detailed above) in advance of the meeting or handed in at the meeting when registering as a corporate representative.

By order of the Board

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S M Appleyard Company Secretary Marathon Resources Limited 6 October 2011

Explanatory Memorandum

Introduction

This Memorandum has been prepared for the information of Shareholders of Marathon Resources Limited in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the Sebel Playford on Thursday 17 November 2011 at 9.30 a.m. (Adelaide time).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting. Capitalised terms in this Explanatory Memorandum are either defined in the Glossary or elsewhere in this Explanatory Memorandum.

Resolution 1 - Re-election of Mr Peter Williams as a Director

In accordance with clause 46 of the Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement.

The Directors presently in office are Messrs Peter Williams, Chen Zeng and Christopher Schacht and Dr John G (Shad) Linley.

As Dr John G (Shad) Linley is the Managing Director of the Company, in accordance with clause 46.5 of the Constitution he is not to be taken into account in determining the Directors to retire by Rotation.

Mr Peter Williams is the Director who has been longest in office since the last re-appointment of each of the Directors, and as such, Mr Peter Williams is the Director who retires by rotation at the Annual General Meeting. He has offered himself for re-election.

Mr Williams is a chartered accountant with extensive professional and commercial experience. He has broad experience as managing director and chairman of public companies. He was a partner of Deloitte for 17 years and managing director of the Lloyd Helicopter Group then Enterprise Solutions Asia Pacific Limited. Since then he has acted as a Non-Executive director of venture capital company Playford Capital Pty Ltd and his current roles include Chairman of AquaOysters Limited and Steriline Racing Pty Ltd. He is a member of the Company’s Audit Committee.

Mr Williams is currently Non-Executive Chairman of the Company, but has been providing services to the Company well beyond his role as Non-Executive Director.

An assessment of the performance of Mr Williams has been conducted in the context of his skills, experience, knowledge and understanding of the Company’s business. The Directors (other than Mr Williams) recommend Shareholders vote in favour of Resolution 1. The Chairman intends to vote undirected proxies in favour of this Resolution.

Resolution 2 - Adoption of the Remuneration Report

In accordance with Section 250R(2) of the Corporations Act, Shareholders are required to vote on the Company’s Remuneration Report for the year ended 30 June 2011.

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The Remuneration Report is contained in the Directors’ Report in the 2011 Annual Report. The Report describes the underlying policies and structure of the remuneration arrangements of the Company and sets out the remuneration arrangements in place for Directors and senior executives.

The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Members should note that the vote on Resolution 2 is not binding on the Company or the Directors. However, if after 1 July 2011 more than 25% of the votes cast on a resolution to adopt the remuneration report are against the adoption of the remuneration report at two consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a resolution (“Spill Resolution”) that another meeting be held within 90 days, at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

Please note : if a Shareholder wishes to nominate the Chairman as their proxy for the purposes of Resolution 2, to make their proxy vote count they must direct the Chairman how to vote by marking either:

• (a) the box at the bottom of Step 1 on the enclosed proxy form; or

• (b) the ‘for’ or ‘against’ box in relation to Resolution 2 in Step 2 on the enclosed proxy form .

The Chairman intends to vote all available proxies in favour of Resolution 2. By marking the box at the bottom of Step 1 on the enclosed proxy form, Shareholders are directing the Chairman to vote for Resolution 2 in accordance with his stated voting intentions.

If a Shareholder does not direct the Chairman how to vote (or any other member of the Company’s Key Management Personnel appointed as proxy to vote on Resolution 2), the Chairman (or that other member of the Company’s Key Management Personnel) will not be able to cast their votes on Resolution 2.

Alternatively, Shareholders can nominate as their proxy for the purpose of Resolution 2 a proxy who is not a member of the Company’s Key Management Personnel. That person would be permitted to vote undirected proxies.

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GLOSSARY

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

" ASX " means ASX Limited ACN 008 624 691.

" Board " means the Board of Directors from time to time.

"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 of 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 dealings with the Company; or

• (e) a company the member controls.

" Company " or " Marathon " means Marathon Resources Limited ABN 31 107 531 822.

" Constitution " means the constitution of the Company from time to time.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Directors " means the directors of the Company from time to time and " Director " means any one of them.

" Explanatory Memorandum " means this explanatory memorandum.

"Key Management Personnel" means those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any Director (whether executive or otherwise).

" 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 ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

" Meeting " or " Annual General Meeting " means the annual general meeting of Shareholders of the Company or any adjournment thereof, convened by the Notice.

" Notice " or " Notice of Annual General Meeting " means the notice of general meeting which accompanies this Explanatory Memorandum.

" Resolution " means a resolution referred to in the Notice.

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

" Shareholder " means a holder of Shares in the Company.

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