NEURIZER LTD - AGM Information 2013

18 October 2013

Manager Companies Companies Announcements Office

Australian Securities Exchange Ltd

ASX Code: MTN : 2013 Annual General Meeting

The Company’s 2013 Annual General Meeting will be held on Thursday 21 November 2013.

Please find attached the following documents which have been despatched to the Company’s shareholders today:

Chairman’s Letter
Notice of Annual General Meeting and
Proxy Form

Yours sincerely

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Sam Appleyard Company Secretary

Dear Shareholders

At the forthcoming Annual General Meeting you will be asked to adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2013.

As is explained in the Explanatory Memorandum, at the 2012 Annual General Meeting of Marathon Resources Limited (the Company ), 49.59% of the votes cast on the resolution to adopt the Remuneration Report were against adopting the report.

As reported on page 11 of the 2013 Annual Report, a major shareholder voted against the resolution at the 2012 Annual General Meeting based on an erroneous judgement of the Remuneration Report. The shareholder reversed its proxy vote in favour of the resolution but the vote was received after the close of proxy deadlines because of logistical reasons involving overseas/outsourced voting processes.

As a result of this, the Company received its “first strike”. A vote of at least 25% against the adoption of the Remuneration Report at the 2013 AGM will constitute a “second strike”.

If this occurs, shareholders will then need to consider resolution 5, the Board Spill Meeting Resolution (spill resolution). If the spill resolution is passed (with the votes of all key management personnel [which includes all of the Directors] and their closely related parties being excluded), the Company is required to convene another meeting within 90 days (called the spill meeting). Chris Schacht, Chen Zeng and myself will cease to hold office immediately prior to the end of that meeting unless re-elected.

The Board is firmly of the view that the remuneration paid to the key management personnel is fair and reasonable and encourages all Shareholders to carefully read the Remuneration Report and if they have any questions to contact the Company before casting their vote.

A successful spill resolution will be costly and damaging for the Company. The cost of convening a special general meeting in the context of the total remuneration paid to the non-executive directors is significant. Furthermore, the uncertainty created by a successful spill resolution will damage the Company and may impact adversely on the share price.

In the circumstances, the Board strongly urges you to:

Vote in favour of the adoption of the remuneration report; and
Vote against the spill resolution.

Please give this matter your careful consideration.

Yours faithfully Peter Williams

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Chairman Marathon Resources Limited

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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 21[st] November 2013 at 9.30 a.m. (Adelaide time).

Business:

Accounts

To consider the financial report and the reports of the Directors and of the Auditors for the financial year ended 30 June 2013.

Resolution 1 - Re-election of Mr Christopher Schacht as a Director

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

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

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

Resolution 2 – Approval of Additional 10% Placement Capacity

To consider, and if thought fit, pass the following resolution as a special resolution:

“That, for the purposes of Listing Rule 7.1A and all other purposes, Shareholders authorise the Company to have the additional capacity to issue Equity Securities comprising up to 10% of the issued capital of the Company under Listing Rule 7.1A calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion Statement – Resolution 2

The Company will disregard any votes cast on Resolution 2 by a person (and any associates of such a person) who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if Resolution 2 is passed.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman 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 3 – Approval of Employee Share Option Plan

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

“That, for the purpose of ASX Listing Rule 7.2 Exception 9 and for all other purposes, any issue of securities made within the three year period ending 21 November 2016 under the terms and conditions of the Company’s employee incentive scheme known as ‘Marathon Resources Ltd Share Option Plan’ as set out in Annexure A to the Explanatory Memorandum accompanying this Notice of Meeting (and as amended from time to time) is approved as an exception to ASX Listing Rule 7.1.”

Voting Exclusion Statement – Resolution 3

The Company will disregard any votes cast on Resolution 3 by the Directors and any of their associates. However the Company need not disregard a vote if:

unless the person appointed is the Chairman of the meeting and the appointment expressly authorised the Chairman to exercise the proxy even if the proposed resolution is connected directly or indirectly with the remuneration of the Key Management Personnel of the Company.

Resolution 4 - Adoption of the Remuneration Report for the year ended 30 June 2013

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 2013 as set out in the Directors’ Report section of the 2013 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 – Resolution 4

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the relevant 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 relevant proxy form to vote as the proxy decides.

A person appointed as proxy must not vote on Resolution 3 on the basis of that appointment if:

(a) that person is either a member of the Key Management Personnel or a Closely Related Party of such a member; and
(b) the appointment does not specify how the proxy is to vote on the proposed resolution;

A vote on Resolution 4 must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 4 if the vote is not cast on behalf of a person described above and either:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
(d) the Chair of the Meeting is appointed as proxy and the proxy form expressly authorises the Chair to exercise the proxy

even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

(a) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

Contingent business:

However, a person described above may cast a vote on Resolution 5 if the vote is not cast on behalf of a person described above and either:

Resolution 5 – Holding a Spill Meeting

Condition for Resolution 5 : Resolution 5 will be considered at the Meeting only if at least 25% of the votes cast on Resolution 4 are against the adoption of the Remuneration Report. Such a vote will constitute a “second strike” for the Company. The Explanatory Memorandum further explains the circumstances in which Resolution 5 will be put to the Meeting.

If the condition described above is satisfied, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
(d) the Chair of the Meeting is appointed as proxy and the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Information for Members

“That, as required by the Corporations Act:
(a) a meeting of the Company’s members be held within 90 days of the date of the 2013 Annual General Meeting (the spill meeting );
(b) each of the Directors who were Directors when the Board resolution to make the Directors’ Report for the financial year ended 30 June 2013 was passed (other than the managing director) cease to hold office immediately before the end of the spill meeting; and
(c) resolutions to appoint persons to offices that will be vacated immediately before the end of the spill meeting be put to the vote at the spill meeting.”

Voting Exclusion Statement – Resolution 5

A vote on Resolution 5 must not be cast (in any capacity) by or on behalf of any of the following persons:

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 7.00pm Adelaide time on Tuesday 19 November 2013.

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.

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

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 16 October 2013

(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.

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, 120 North Terrace, Adelaide, SA 5000 on Thursday 21[st] November 2013 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 Christopher Schacht 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 Christopher Schacht is the Director who has been longest in office since the last reappointment of each of the Directors, and as such, Mr Christopher Schacht is the Director who retires by rotation at the Annual General Meeting. He has offered himself for re-election.

Mr Schacht was appointed by the Board as a non-executive Director of Marathon on 24 January 2008. In accordance with the Constitution, he retired and was subsequently elected as a nonexecutive Director at the 2008 Annual General Meeting.

Mr Schacht is a qualified teacher who entered political service in the 1970’s as a ministerial advisor to both South Australian state government and Federal government. Mr Schacht served in the Senate of the Federal Parliament for 15 years until 2002. During his time as a minister from 1993 to 1996, he held the portfolios at various times of Science, Small Business, Customs and Construction. He is the chairman of the Company’s Audit Committee.

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

Resolution 2 – Approval of Additional 10% Placement Capacity

Background to Resolution 2

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting

( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company’s market capitalization as at 2 October 2013 was $2,305,195 (92,207,789 issued Shares at $0.025 closing price per Share). Further, the Company is not included in the S&P/ASX 300 Index, and is therefore an eligible entity for the purposes of ASX Listing Rule 7.1A.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Capacity. The exact number of Equity Securities to be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. It is the Company’s intention that funds received under the 10% Placement Capacity may be used to fund investigations into or acquire interests in base or precious metals prospects, energy resources or related technologies, or to satisfy the price of a strategic alliance for the Company, and generally to fund working capital requirements. Further, the shares may be issued to satisfy the consideration for the acquisition of new resources, assets and investments by the Company.

Description of Listing Rule 7.1A

a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Capacity is subject to Shareholder approval by way of a special resolution at an Annual General Meeting.

b) Equity Securities

Any Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of this Notice, has on issue two classes of Equity Securities being listed Shares and unlisted Options.

c) Formula for calculating 10% Placement Capacity
ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue 12 months before the date of issue or the date of agreement to issue:
1) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;
2) plus the number of partly paid Shares that became fully paid in the 12 months;
3) plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid Shares under the entity’s 15% placement capacity without Shareholder approval;
4) less the number of fully paid Shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10%

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 92,207,789 Shares and therefore (assuming Resolution 2 is approved by Shareholders) has a capacity to issue:

1) 13,831,168 Equity Securities under Listing Rule 7.1; and
2) subject to Shareholder approval being sought under Resolution 2 9,220,778 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

1) the date on which the price at which the Equity Securities are to be issued is agreed; or
2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

The Company may also issue Equity Securities under the 10% Placement Capacity as consideration for the acquisition of a new asset, resource or investment, in which case the Company will release to the market a valuation of those Equity Securities that demonstrates that the issue price of the securities complies with the rule above.

10% Placement Period

Shareholder approval of the 10% Placement Capacity under Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

1) the date that is 12 months after the Annual General Meeting at which the approval is obtained; or
2) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

or such longer period if allowed by ASX ( 10% Placement Period ).

Listing Rule 7.1A

The effect of Resolution 2 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s placement capacity under Listing Rule 7.1.

Resolution 2 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

(1) Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Capacity as follows:

1) the Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:
(a) the date on which the price at which the Equity Securities are to be issued is agreed; or
(b) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

(2) Effect of issue on other Shareholders

If Resolution 2 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Capacity, existing Shareholders may be subject to both economic and voting power dilution. There is a risk that:

1) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting;
2) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date; and
3) the Equity Securities are issued as part of consideration for the acquisition of a new asset, in which case, no funds will be raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice. The table also shows:

1) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or script issued under a takeover) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
2) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2		Dilution
		$0.0125 50% decrease in issueprice	$0.025 Issue price	$0.05 100% increase in issueprice
Current Variable A 92,207,789 Shares	10% voting dilution	9,220,778 Shares	9,220,778 Shares	9,220,778 Shares
	Funds raised	$115,260	$230,519	$461,039
50% increase in current Variable A 138,311,683Shares	10% voting dilution	13,831,168 Shares	13,831,168 Shares	13,831,168 Shares
	Funds raised	$172,890	$345,779	$691,558
100% increase in current Variable A 184,415,578 Shares	10% voting dilution	18,441,557 Shares	18,441,557 Shares	18,441,557 Shares
	Funds raised	$230,519	$461,039	$922,078

The table has been prepared on the following assumptions:

i. the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity;
ii. no unlisted Options are exercised into Shares before the date of the issue of the Equity Securities;
iii. the 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;
iv. the table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting;
v. the table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. Dilution experienced by Shareholders may be greater if issues have been made utilising the capacity in Listing Rule 7.1 as well;
vi. the issue of Equity Securities under the 10% Placement Capacity consists only of Shares;
vii. the issue price is $0.025, being the closing price of the Shares on ASX on 2 October 2013.
3) the Company will only issue and allot the Equity Securities during the 10% Placement Period. The approval under Resolution 2 for the issue of Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
4) the Company may seek to issue the Equity Securities for the following purposes:
i. non-cash consideration for the acquisition of new resources, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

ii. cash consideration. In such circumstances, the Company intends to use the funds raised to fund investigations into or acquire interests in base or precious metals prospects, energy resources or related technologies, or to satisfy the price of a strategic alliance for the Company, and generally to fund working capital requirements.

The Company will comply with the disclosure obligations under Listing Rules 7.1A (4) and 3.10.5A upon issue of any Equity Securities.

5) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
i. the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
ii. the effect of the issue of the Equity Securities on the control of the Company;
iii. the financial situation and solvency of the company; and
iv. advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company acquires new assets, it is likely that the allottees under the 10% Placement Capacity will be the vendors of the new assets.

If Resolution 2 is approved by Shareholders, the Company may issue Equity Securities under the 10% Placement Capacity during the Placement Period as and when the circumstances of the Company require.

6) the Company has not previously obtained Shareholder approval under Listing Rule 7.1A and accordingly has not issued any Equity Securities pursuant to Listing Rule 7.1A in the 12 months preceding the date of the Annual General Meeting.
7) a voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

The Board considers that the approval of the issue of the 10% Placement Capacity described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should it be required. At the date of the Notice of Meeting, the Company has no plans to use the 10% Placement Capacity should it be approved. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 2. The Chairman intends to vote all undirected proxies in favour of Resolution 2.

Resolution 3 – Approval of Employee Share Option Plan

The Company currently has in place the Marathon Resources Ltd Employee Share Option Plan ( ESOP ) under which Employees may be offered the opportunity to receive Options in the Company in order to assist in the attraction, retention and motivation of Employees.

The ESOP is designed to provide incentives to Employees and to recognise their contribution to the Company’s success. Under the Company’s current circumstances the directors of the Company consider that Options are a cost effective and efficient means of incentivising Employees. To enable the Company to secure Employees who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The ESOP is designed to achieve this objective, by encouraging continued improvement in performance over time.

Under the ESOP, the Board may offer to eligible persons the opportunity to receive such number of Employee Options in the Company as the Board may decide on the terms and conditions set out in Annexure A. Options granted under the ESOP will be offered to eligible persons on the basis of the Board’s view of the contribution of the eligible person to the Company.

ASX Listing Rule 7.1 restricts the number of equity securities a listed entity can issue without Shareholder approval. ASX Listing Rule 7.2 contains a number of exceptions to ASX Listing Rule 7.1. In particular, Exception 9(a) provides, in the case of an employee incentive scheme established before an entity is listed, that ASX Listing Rule 7.1 does not apply to an issue under the scheme if within 3 years before the date of issue a summary of the terms of the scheme was set out in a prospectus or approved by shareholders in accordance with Exception 9 of Listing Rule 7.2. The ESOP was last approved by shareholders as an Exception to Listing Rule 7.2 at the 2009 annual general meeting. The only change to the Plan since it was last approved is that the Board may determine that a consultant or contractor can participate in the Plan.

Exception 9(b) of ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if within 3 years before the date of issue, holders of ordinary securities have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1. The Company seeks Shareholder approval of the purposes of that exception, such that the Company can issue securities under the ESOP within the three year period ending 21 November 2016 without the need for further Shareholder approval under Listing Rule 7.1.

In accordance with the requirements of ASX Listing Rule 7.2 Exception 9(b) the following information is provided:

(a) a copy of the current terms and conditions of the ESOP is annexed as Annexure A to this Explanatory Memorandum;
(b) no Options have been issued under the ESOP since it was approved by Shareholder at the 2009 annual general meeting
(c) a voting exclusion statement has been included for the purposes of Resolution 3.

Resolution 3 is to be considered as an ordinary resolution.

As the directors of the Company are excluded from voting on this resolution (other than as proxy for any Shareholder who has directed its proxy how to vote) they do not wish to make a recommendation as to how Shareholders ought to vote in respect of this resolution. The Chairman intends to vote any undirected proxies in favour of Resolution 3.

Resolution 4 - Adoption of the Remuneration Report

The Annual Report for the period ended 30 June 2013 either accompanies this Notice or is available on the Company’s website: www.marathonresources.com.au

The Remuneration Report is contained in the Directors’ Report in the 2013 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.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company. Shareholders should note that the vote on Resolution 4 is advisory only and, subject to the matters outlined below, will not bind the Company or the Directors. However, the Board will take the outcome of the vote into consideration when reviewing the Company’s remuneration policy.

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth) introduced a ”two-strike” process in relation to the advisory and non-binding vote on the Remuneration Report, whereby if at two consecutive annual general meetings of a listed company at least 25% of votes cast on a resolution that the Remuneration Report be adopted are against adoption of the report, at the second of these annual general meetings there must be put to the vote a resolution that another meeting be held within 90 days at which all Directors (except the managing director) who were Directors at the date the Remuneration Report was approved at the second annual general meeting must stand for reelection. So, in summary, Shareholders will be entitled to vote in favour of holding a general meeting to re-elect the Board if the Remuneration Report receives ”two strikes”.

At the 2012 Annual General Meeting of the Company 49.59% of the votes cast on the resolution to adopt the Remuneration Report were against adopting the report. This constituted a “first strike”.

The first strike was due to one of the Company’s major shareholder voting against the resolution to adopt the Remuneration Report. The Chairman contacted that shareholder to seek an explanation for the reasons behind the vote and was advised that it was based on a misunderstanding of some of the information in the Remuneration Report. The Chairman was advised the major shareholder had subsequently revised and forwarded their proxy vote in favour of the resolution. This was received after close of proxy acceptance deadlines and not able to be used. It was anticipated a revocation of the “no“ vote and appointment of the Chairman to direct a “For” vote would be received prior to the commencement of the meeting. This would have corrected the situation, but did not occur for logistical reasons involving overseas/outsourced voting processes.

The Board encourages all Shareholders to carefully read the Remuneration Report and if they have any questions to contact the Company before casting their vote.

If at least 25% of the votes cast on Resolution 4 are against adopting the Remuneration Report at the 2013 Annual General Meeting this will constitute a “second strike” and Resolution 5 will be put to the Meeting and voted on as required by section 250V of the Corporations Act (the spill resolution ).

If less that 25% of the votes cast on Resolution 4 are against adopting the Remuneration Report at the 2013 Annual General Meeting, then there will be no “second strike” and Resolution 5 will not be put to the Meeting.

A vote on Resolution 4 must not be cast (in any capacity) by or on behalf of any of the following persons:

(i) a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report; or
(ii) a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 4 if the vote is not cast on behalf of a person described above and either:

(iii) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; or
(iv) the Chair of the Meeting is appointed as proxy and the proxy form expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

Please Note : In accordance with sections 250R(4) and 250R(5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 4 unless the Shareholder specifically authorises the Chair to vote in accordance with the Chair’s stated voting intentions. Please note that if the Chair of the Meeting is your proxy (or becomes your proxy by default), by completing the proxy form you expressly authorise the Chair to exercise your proxy on Resolution 4 even though it is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, which includes the Chair. If you appoint the Chair as your proxy you can direct the Chair to vote for or against or abstain from voting on Resolution 4 by marking the appropriate box on the proxy form.

Alternatively, Shareholders can nominate as their proxy for the purpose of Resolution 4 a proxy who is not a member of the Company’s Key Management Personnel or a Closely Related Party. That person would be permitted to vote undirected proxies.

The Chair intends to vote all available proxies in favour of Resolution 4.

Resolution 5 – Holding a spill meeting

Resolution 5 will only be put to the Meeting if at least 25% of the votes cast on Resolution 4 are against adopting the Remuneration Report.

If the spill resolution is put to the Meeting it will be considered as an ordinary resolution.

If the spill resolution is passed, a further meeting of members must be held within 90 days (the spill meeting ). Immediately before the end of the spill meeting, each of the Directors who approved the last Directors’ Report, cease to hold office (if they still hold office at the time), with the exception of a Managing Director of the Company (the Relevant Directors ).

The Relevant Directors that approved the last Directors’ Report were Peter Williams, Chen Zeng and Christopher Schacht.

Each Relevant Director is eligible to seek re-election as a Director of the Company at the spill meeting. If the spill resolution is passed, members should note that each of the Relevant Directors intends to stand for re-election at the spill meeting.

The spill resolution has the potential that the entire board (other than a Managing Director) is removed from office.

For the reasons outlined above under the explanation for Resolution 4, the Directors are prohibited from voting on Resolution 5 (other than as proxy for a member entitled to vote on the resolution, in accordance with the requirements of the Corporations Act).

Please note, in accordance with sections 250R(4) and 250R(5) of the Corporations Act, the Chairman will not vote any undirected proxies in relation to Resolution 5 unless the Shareholder expressly authorises the Chairman to vote in accordance with the Chairman’s stated voting intentions. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), by completing the attached proxy form, you will expressly authorise the Chairman to exercise your proxy on Resolution 5 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the Chairman.

Alternatively, if you appoint the Chairman as your proxy, you can direct the Chairman to vote for or against or abstain from voting on Resolution 5 by marking the appropriate box on the proxy form.

As a further alternative, Shareholders can nominate as their proxy for the purpose of Resolution 5, a proxy who is not a member of the Company’s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies.

Although the Directors are prohibited from voting on this resolution, the Directors are of the opinion that Shareholders should vote against Resolution 5 in order to avoid unnecessary disruption to the Board and management of the Company.

The Chairman of the Meeting intends to vote all available undirected proxies held by him against Resolution 5.

GLOSSARY

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

“10% Placement Capacity” is defined in the notes about Resolution 2 in the Explanatory Memorandum.

“Annual Report” means the annual report of the Company for the year ended 30 June 2013.

“Auditors” means the Company’s duly appointed auditors.

"ASX" means ASX Limited ACN 008 624 691.

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

“Chair” or “Chairman” means the chairman of the Company who will chair 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 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.

“Directors’ Report” means the report entitled “Directors’ Report” in the Annual Report of the Company.

“Employee” means a person who the Board determines to be in the full-time or part-time employment of a company in the Group or a person otherwise in the employment of a company in the Group who the Board determines to be an Employee for the purposes of the Plan, consultants and contractors of a company in the Group that the Board determines to be an Employee for the purposes of the Plan and, for the avoidance of doubt, includes directors of any member of the Group.

“Equity Securities” in relation to the securities of the Company means a Share, an option over an issued or unissued security, any right to a Share or option over an issued or unissued security, or a convertible security.

“Exception” means an exception under the Listing Rules.

" Explanatory Memorandum " means this explanatory memorandum.

" Group " means the Company and its related bodies corporate.

"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.

“Managing Director” means the managing director of the Company and Dr John G (Shad) Linley is the current managing director.

" 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.

“Remuneration Report” means the remuneration report contained in the Directors’ Report section of the Annual Report.

" 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.

“ Trading Day ” means a day determined by ASX to be a trading day in accordance with the Listing Rules.

“ VWAP ” means Volume Weighted Average Price of the Company’s ASX-listed Shares trading under the code MTN.

Annexure “A”

Terms and Conditions of Employee Share Option Plan

MARATHON RESOURCES LTD

ACN 107 531 822

(“The Company”)

EMPLOYEE SHARE OPTION PLAN

MARATHON RESOURCES LTD SHARE OPTION PLAN

Plan Rules

1. Purpose

(a) The Marathon Resources Ltd Share Option Plan provides Eligible Employees with the opportunity to acquire Options, and ultimately Shares, in the Company.
(b) The manner in which Eligible Employees will be invited to participate in the Plan is set out in these Rules.
(c) The Plan commences on the date these Rules are adopted by the Company or any later date that the Board decides.

2. Definitions and interpretation

2.1 Definitions

In these Rules, unless the contrary intention appears:

" Additional Requirements " means the performance, vesting and/or other criteria (if any) that are determined by the Board and specified in the Offer Notice to an Eligible Employee.

" Associate " has the meaning ascribed to that term in the Income Tax Assessment Act 1936 (Cth).

" Associated Company " means a related body corporate (within the meaning of that expression in the Corporations Act) of the Company, that the Board determines Employees of which will be eligible to participate in the Plan.

" ASX " means ASX Limited ACN 008 624 691, or the securities exchange operated by ASX Ltd, as the context requires.

" Base Number " means the number of Shares for which the Options may be exercised as specified in the Certificate or otherwise under these Rules.

" Board " means the Board of Directors of the Company as constituted from time to time.

" Certificate " means an Option certificate issued pursuant to Rule 5 in such form as the Board may from time to time determine, and includes any replacement Certificate issued pursuant to Rule 7(c).

" Company " means Marathon Resources Ltd ACN 107 531 822

" Control " has the same meaning as in section 50AA of the Corporations Act.

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

" Date of Grant " means the date the Options are granted to the Participant.

" Eligible Employee " means an Employee who has been in the employ of the Company for at least six months (or, in the case of a consultant, has been continuously engaged as a

Marathon Employee Share Option Plan

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consultant by the Company for at least six months) and has been approved or selected to receive an invitation by the Board for participation in the Plan.

" Employee " means a person who the Board determines to be in the full-time or part-time employment of a company in the Group or a person otherwise in the employment of a company in the Group who the Board determines to be an Employee for the purposes of the Plan, consultants and contractors of a company in the Group that the Board determines to be an Employee for the purposes of the Plan and, for the avoidance of doubt, includes directors of any member of the Group.

" Exercise Period " means, in respect of Options granted to a Participant, the period commencing on the first day after:

(a) if Options are subject to vesting conditions, the date after satisfaction or waiver of all those vesting conditions; or
(b) if the Options are not subject to vesting conditions, the Date of Grant;

and, subject to Rule 8 ending on the Expiration Date.

" Exercise Price " means the amount (if any) payable by a Participant on the exercise of an Option as specified in the Grant Notice.

" Expiration Date " means the earlier to occur of:

(a) five years after the Date of Grant; and
(b) the date of expiry (if any) specified in the Offer Notice.

" Group " means the Company and the Associated Companies.

" Listing Rules " means the listing rules of the ASX.

" Notice of Exercise " means a duly completed and executed notice of exercise of Option by a Participant, in a form approved by the Board from time to time.

" Offer " means an offer of grant of Options to an Eligible Employee under Rule 4(a).

" Offer Notice " means a notice issued to an Eligible Employee under Rule 4(a).

" Option " means a right, granted to a Participant, to subscribe for or acquire a Share under the Plan.

" Participant " means a person who holds an Option granted under the Plan.

" Plan " means the Marathon Resources Ltd Employee Share Option Plan established and operated in accordance with these Rules.

" Rules " means the rules governing the Plan set out in this instrument, as amended from time to time.

" Security Interest " means a mortgage, charge, pledge, lien or other encumbrance of any nature.

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

2.2 Interpretation

In these Rules, unless the contrary intention appears:

(a) reference to any legislation or any provision of any legislation includes any modification or re-enactment of the legislation or any legislative provision substituted for, and all legislation and statutory instruments and regulations issued under the legislation;
(b) words denoting the singular include the plural and vice versa;
(c) words denoting a gender include the other genders;
(d) words denoting an individual or person include the individual's or person's legal personal representatives, executors, administrators and successors;
(e) headings are for convenience only and do not affect the interpretation of these Rules;
(f) reference to a clause or paragraph is a reference to a clause or paragraph of these Rules, or the corresponding Rule or Rules of this Plan as amended from time to time;
(g) reference to any document or agreement includes reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;
(h) where any word or phrase is given a definite meaning in these Rules, any part of speech or other grammatical form of that word or phrase has a corresponding meaning; and
(i) if a Participant is an Associate of an Eligible Employee then:
(i) a reference in these Rules to a Participant ceasing (for any reason and howsoever defined or described) to be an Employee is a reference to the Employee in respect of whom the Associate is the Associate so ceasing to be an Employee as if the Options held by the Associate were held by such Employee, and the Rules apply accordingly;
(ii) the Rules otherwise apply to and bind the Associate; and
(iii) a reference in Rule 8(a) to a Participant, where Options are held jointly or otherwise by an Associate of an Employee, extends to the Employee of which the Participant is the Associate.

3. Eligibility

(a) Only Eligible Employees and their Associates may be granted Options under the Plan.
(b) No Employee is entitled to Options unless the Board in its absolute discretion selects that Employee to be an Eligible Employee.

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4. Grant of Options

(a) The Company may, by notice in writing, offer to grant an Eligible Employee Options in the Plan.
(b) No amount will be payable by an Eligible Employee to the Company in consideration of the granting of Options.
(c) The Offer Notice must specify:
(i) the name and residential address of the Eligible Employee to whom the offer is made;
(ii) the Acceptance Grant;
(iii) the number of Options granted to the Eligible Employee;
(iv) the Exercise Price or the manner of determining the Exercise Price; and
(v) the Additional Requirements (if any) and any other specific terms and conditions applicable to the Options,

and must be issued with such other information and documents as may be required by the Corporations Act (including any instrument of exemption or modification thereof) or the Listing Rules.

(d) An Eligible Employee may either:
(i) accept the Offer made in the Offer Notice;
(ii) reject the Offer;
(iii) accept the Offer and nominate in writing that the Options be granted to one or more Associates of the Eligible Employee whereupon the Company may, at the discretion of the Board, grant the Options to the Associates of the Eligible Employee.

5. Certificate

A Certificate must be issued evidencing that the Options have been granted to the Participant and setting out the number of Shares to which the Participant is entitled to subscribe for or acquire. The Certificate must be issued to the Participant within 2 months of the acceptance of the Offer by the Participant.

6. Entitlement

(a) Each Option entitles the Participant to acquire or to subscribe for and be allotted, credited as fully paid, one Share at the Exercise Price.
(b) Subject to these Rules and the Listing Rules, the Company must allot Shares following the exercise of Options.
(c) Shares issued on the exercise of Options will rank equally with all existing Shares of that class from the date of allotment.

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7. Exercise of Options

(a) Subject to the satisfaction or waiver of the Additional Requirements (if any) and these Rules, an Option which has not lapsed is exercisable during the relevant Exercise Period by the Participant lodging with the Company, or such person nominated by the Board for that purpose, a Notice of Exercise signed by the Participant, together with the most recent Option Certificate and, subject to Rule 7(b), the Exercise Price for each Option to be exercised.
(b) All payments pursuant to Rule 7(a) must be made by cheque or bank draft made out in favour of the Company, or such other method of payment approved by the Board, and must be forwarded to the Company Secretary of the Company, or such other person nominated by the Board for that purpose.
(c) Each time a Participant exercises any Options covered by a Certificate, the Participant must exercise Options in multiples of 1,000 or such other number as the Board may decide (and, in the case where a Participant holds less than this number, the number held by a Participant). Where a Participant submits a Notice of Exercise in respect of any part of the Options held by the Participant, the Company must issue a replacement Certificate showing the transaction and the remaining number of Options held by the Participant.
(d) Notwithstanding any other Rule, the Board is not obliged to accept a Notice of Exercise if, in its reasonable opinion, the resulting acquisition of Shares or, if the Shares were to be subsequently sold, such action by that Participant would likely breach the insider trading provisions of the Corporations Act.

8. Lapse of Options

(a) Subject to Rule 8(b), an Option not previously exercised during the Exercise Period will lapse on the date which is the earlier of:
(i) the Expiration Date;
(ii) non-satisfaction of any Additional Requirements that would result in forfeiture or lapse of the Options;
(iii) a determination of the Board that the Options lapse following the Participant having in the opinion of the Board been dismissed for a reason which entitles the Company or an Associated Company to dismiss the Participant without notice or committing any act of fraud, defalcation or gross misconduct in relation to the affairs of the Company or any Associated Company (whether or not charged with an offence) or doing any act which in the reasonable opinion of the Board brings the Company or any Associated Company into disrepute;
(iv) except in the case of retirement at or after age 60 (or such earlier date as is approved by the Board), permanent disability, redundancy or death, one month after the date of termination of the Participant's employment or engagement with the Company or any Associated Company in circumstances other than those referred to in paragraph (iii) above; and
(v) the Company's receipt of notice of surrender of the relevant Options from a Participant.

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(b) The Board has the absolute discretion to determine that Options will not lapse on the occurrence of any of the events referred to in Rule 8(a)(ii) to (v) (inclusive), but the Board cannot allow Options to be exercised beyond the Expiration Date. A determination that Options will not lapse on the occurrence of an event referred to in rules 8(a)(ii) will constitute a waiver by the Board of the relevant Additional Requirements.

9. Transfers

(a) Options are personal to the Participant and may only be exercised during the Exercise Period and not exercised by any other person or body corporate, (except that on the death of the Participant, the Options may be exercised during the Exercise Period in accordance with Rule 7 by the Participant's legal personal representative or in the event that an order is made for the Participant's estate to be administered under the laws relating to mental health, then by the person who is appointed to administer such estate).
(b) The Options may be transferred at any time to any person, with the prior approval of the Board.
(c) Options will not be quoted on the ASX.

10. Quotation of Shares

The Company will make application to the ASX for official quotation of Shares issued on the exercise of Options, if other Shares of that class of the Company are listed for quotation of the ASX at that time.

11. Changes in circumstances

(a) In the event of any reorganisation of the capital of the Company, the terms of the Options must be reorganised in accordance with the Listing Rules as at the date of reorganisation.
(b) Participants will not be entitled to participate in any new issue of Shares in the Company as a result of such holding unless they have become entitled to exercise their Options under the Plan and do so prior the record date for the determination of entitlements to the new issue and participate as a result of being a holder of Shares.
(c) If the Company makes a bonus issue of Shares pro-rata to existing shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been allotted in respect of an Option before the record date for determining entitlements to the bonus issue, then the number of Shares over which the Option is exercisable must be increased by the number of Shares which the Participant would have received if the Participant had exercised the Option prior to the record date.
(d) If the Company makes an offer of Shares pro-rata to existing shareholders (other than a Bonus Issue and an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been allotted in respect of an Option before the books closing date for determining entitlements to the rights issue, the Exercise Price of the Option must be adjusted in accordance with the Listing Rules

Marathon Employee Share Option Plan

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on the basis that the Exercise Price is the exercise price referred to in the Listing Rules.

(e) If the Company from time to time offers shareholders other securities, then the Board will determine in its absolute discretion whether the other securities are to be offered to Participants on the exercise of Options or whether any other equivalent securities, interest or rights will be offered to them and the basis thereof, to the intent that on the exercise of Options the Participants may be treated whenever possible as if they were shareholders at the Date of Grant.
(f) The Board will be entitled to have any calculations or adjustments which are required to be made for the purposes of these Options to be made by the auditors of the Company for the time being and such calculations, in the absence of manifest error, will be final and conclusive and binding on the Participant.
(g) The Company must notify each Participant of any adjustments made to the Exercise Price or the number of Options or the number of Shares underlying each Option.

12. Takeover, scheme of arrangement, voluntary winding up

(a) Where, prior to the Expiry Date and whether or not Rules 12(b), 12(c) or 12(d) apply, the Board determines that there are circumstances which have occurred or are likely to occur which will result in significant changes to the structure or control of the Company which may materially adversely affect the rights of or value of benefits to Participants, the Board must give written notice of such determination and notwithstanding any other provisions of these Rules must henceforth allow each Participant to lodge with the Company a Notice of Exercise.
(b) If offers to acquire Shares in any class of shares in the Company are made under a takeover scheme or takeover announcement, then the Board must immediately give written notice to each Participant of the takeover offer and the Participant may, notwithstanding any other provisions of these Rules, exercise any Options at any time during the period of 6 months after the date on which the offers are made or, if the offers are conditional, the date on which the offers become unconditional, provided that no Option will be capable of exercise later than the Expiration Date.
(c) If a scheme of arrangement under the Corporations Act is proposed between the Company and its shareholders, the Board may, at the request of the Participant:
(i) if another company ("acquiring company") acquires Control of the Company and with the agreement of the acquiring company, seek to arrange that, as a condition of the proposed scheme, the Options relate to shares in the acquiring company instead of Shares, on such terms as are agreed between the Company, the option holder and the acquiring company (in which case this document will apply with all necessary modifications as if references to Shares were references to shares in the acquiring company and references to the Company were references to the acquiring company); and/or
(ii) notwithstanding the other provisions of these Rules, permit Options to be exercisable, conditional on the scheme of arrangement becoming effective during such a period and on such other terms as it may decide

Marathon Employee Share Option Plan

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provided that no Option will be capable of exercise later than the Expiration Date.

If no determination is made under paragraphs (i) or (ii), Options will continue to be subject to these Rules and the terms and conditions on which they were granted.

(d) If a resolution for a member's voluntary winding up of the Company is to be put before members of the Company (other than for the purpose of a reconstruction or amalgamation) the Participant may, notwithstanding any other provision of these Rules, exercise his or her Options immediately such notice of meeting of members is dispatched to members provided that no Option will be capable of exercise later than the Expiration Date.

13. Notices

Any notice or direction given under these Rules is validly given if it is handed to the person concerned or sent by ordinary prepaid post to the person's last known address or in such manner as the Board from time to time determines.

14. Right to accounts

Participants will have the right, upon request, to be sent all reports and accounts required to be laid before members of the Company in a general meeting and all notices of general meetings of members but will not, as a Participant, have any right to attend or vote at those meetings.

15. Limitations on size of the Plan

The number of Shares acquired during the previous 5 years from new issues by the Company under all employee share schemes established by the Company (including as a result of exercise of options to acquire unissued Shares granted under any such employee share scheme) when aggregated with the number of Shares which would be acquired from new issues by the Company under all employee share schemes established by the Company were all outstanding options to acquire unissued Shares (issued pursuant to such employee share schemes) to be exercised must not exceed 10% of the total issued share capital of the Company.

16. Variation of Rules

(a) The Company may, subject to the Listing Rules and Rule 16(b), add to or vary any of these Rules, or waive or modify the application of any of these Rules in relation to any Participant, at any time by resolution of the Board.
(b) If an addition or variation under Rule 16(a) reduces the rights of Participants in respect of Options held by them prior to the date of amendment under the Plan, the Board must obtain the consent of three-quarters of the Participants affected by such addition or variation.

17. Termination or suspension of the Plan

The Plan may be terminated or suspended at any time by the Board, but any such termination or suspension will not affect or prejudice rights of Participants holding Options at that time.

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18. Administration of the Plan

(a) The Plan will be administered by the Board in accordance with these Rules. The Board may make regulations for the operation of the Plan that are consistent with these Rules.
(b) Where the Rules provide for a determination, decision, approval or opinion of the Board, such determination, decision, approval or opinion of the Board is in its absolute discretion.
(c) Any power or discretion that is conferred on the Board by these Rules may be exercised by the Board in the interests or for the benefit of the Company, and the Board is not, in exercising any such power or discretion under any fiduciary or other obligation to any other person.
(d) The decision of the Board as to the interpretation, effect or application of these Rules will be final.
(e) The Board may delegate such functions and powers under this Plan, as it may consider appropriate, for the efficient administration of the Plan, to a committee made up of a person or persons capable of performing those functions and exercising those powers.
(f) The Board or a committee may take and rely upon independent professional or expert advice in or in relation to the exercise of any of their powers or discretions under these Rules.

19. No Interest in Shares

A Participant has no interest in Shares the subject of his or her Options unless and until those Options are exercised and underlying Shares are allotted to that Participant.

20. Rights of Participant

Nothing in these Rules:

(a) confers on any Participant the right to continue as an Employee of the Company or any Associated Company;
(b) affects any rights which the Company or any Associated Company may have to terminate the employment or engagement of any Employee; or
(c) may be used to increase damages in any action brought against the Company or any Associated Company in respect of any such termination.

21. General

(a) The entitlements of the Participants and these Rules are subject to the Company's Constitution, the Listing Rules and the Corporations Act.
(b) The Plan must operate in accordance with these Rules, which bind the Company, each Associated Company, and each Participant.

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(c) Notwithstanding any Rule or the terms of any Option, no Option may be granted or exercised if to do so would contravene the Corporations Act or any other applicable laws or the Listing Rules.
(d) The Company must pay all the expenses, costs and charges incurred in operating the Plan. The Company is not responsible for any duties or taxes which may become payable in connection with the issue and allotment of Shares pursuant to an exercise of the Options or any other dealing with the Options or Shares.

22. Security Interests

Participants may not grant any Security Interest in or over or otherwise dispose or deal with any Options or any interests therein, and any such Security Interest or disposal or dealing will not be recognised in any manner by the Company.

23. Governing Law

This Plan and the rights of the Participants under the terms and conditions of the Plan are to be governed by the laws of South Australia.

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NEURIZER LTD — AGM Information 2013

65442_rns_2013-10-17_5907ec86-ee4f-418f-b624-a598acddf57f.pdf

ASX Code: MTN : 2013 Annual General Meeting

Dear Shareholders

Notice of Annual General Meeting

Business:

Accounts

Resolution 1 - Re-election of Mr Christopher Schacht as a Director

Resolution 2 – Approval of Additional 10% Placement Capacity

Voting Exclusion Statement – Resolution 2

Resolution 3 – Approval of Employee Share Option Plan

Voting Exclusion Statement – Resolution 3

Resolution 4 - Adoption of the Remuneration Report for the year ended 30 June 2013

Voting Exclusion Statement – Resolution 4

Contingent business:

Resolution 5 – Holding a Spill Meeting

Information for Members

Voting Exclusion Statement – Resolution 5

Explanatory Memorandum

“Snap-shot” Time

Proxies

Corporate Representative

By order of the Board

Explanatory Memorandum

Introduction

Resolution 1 - Re-election of Mr Christopher Schacht as a Director

Resolution 2 – Approval of Additional 10% Placement Capacity

Background to Resolution 2

Description of Listing Rule 7.1A

b) Equity Securities

(A x D) – E

Listing Rule 7.1 and Listing Rule 7.1A

Minimum Issue Price

10% Placement Period

Listing Rule 7.1A

(1) Specific information required by Listing Rule 7.3A

(2) Effect of issue on other Shareholders

Resolution 3 – Approval of Employee Share Option Plan

Resolution 4 - Adoption of the Remuneration Report

Resolution 5 – Holding a spill meeting

GLOSSARY

Annexure “A”

Terms and Conditions of Employee Share Option Plan

MARATHON RESOURCES LTD

MARATHON RESOURCES LTD SHARE OPTION PLAN

Plan Rules

1.

Purpose

2. Definitions and interpretation

2.1 Definitions

2.2 Interpretation

3. Eligibility

4. Grant of Options

5. Certificate

6.

Entitlement

7. Exercise of Options

8. Lapse of Options

9.

Transfers

10. Quotation of Shares

11. Changes in circumstances

12. Takeover, scheme of arrangement, voluntary winding up

13. Notices

14. Right to accounts

15. Limitations on size of the Plan

16. Variation of Rules

17. Termination or suspension of the Plan

18. Administration of the Plan

19. No Interest in Shares

20. Rights of Participant

21. General

22. Security Interests

23. Governing Law

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NEURIZER LTD AGM Information 2013

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