PACIFIC RESOURCES LIMITED — AGM Information 2013

Oct 27, 2013

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the shareholders of COALBANK Limited ACN 075 877 075 ('Company' or 'COALBANK') will be held at 9:00 am (Brisbane time) on Friday 29 November 2013 at Room 11.7A, McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland 4000.

Terms used in this Notice of Meeting are defined in the "Interpretation" section of the accompanying Explanatory Notes.

AGENDA

ORDINARY BUSINESS

Financial Reports

To receive and consider the Company's Annual Report comprising the Directors' Report, Auditors' Report, Directors' Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to and forming part of the Financial Statements for the Company for the financial year ended 30 June 2013.

Resolution 1: Remuneration Report

To consider and, if thought fit, pass the following advisory resolution, without amendment:

"That the Remuneration Report for the year ended 30 June 2013 (as set out in the Directors' Report) be adopted."

Voting:
The vote on this Resolution 1 is advisory only and does not bind the Directors of the Company.
	Voting Restriction pursuant to Section 250R(4) of the Corporations Act
	A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:(a) a member of the Key Management Personnel details of whose remuneration are included in theRemuneration Report;
	(b) a Closely Related Party of such a member.
	However, the above persons may cast a vote on Resolution 1 if:(a) the person does so as a proxy; and
	(b) the vote is not cast on behalf of a member of the Key Management Personnel details of whoseremuneration are included in the Remuneration Report or a Closely Related Party of such amember; and
	(c) either:
(i)	the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on theResolution; or
	(ii) the voter is the chair of the meeting and the appointment of the chair as proxy:
	(1) does not specify the way the proxy is to vote on the resolution; and(2)expressly authorises the chair to exercise the proxy even if the resolution is connecteddirectly or indirectly with the remuneration of a member of the Key Management Personnelfor the Company.

Resolution 2: Re-Election of Director – Mr Greg Baynton

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

"That Mr Greg Baynton, who retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 3: Re-Election of Director – Mr Grahame Baker

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

"That Mr Grahame Baker, who retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 4: Re-Election of Director – Mr Staffan Ever

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

"That Mr Staffan Ever, who retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 5: Re-Election of Director – Mr Anthony Wai-Lun Chan

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

"That Mr Anthony Chan, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as Director of the Company."

Resolution 6: Re-Election of Director – Mr Nick Bolkus

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

"That Mr Nick Bolkus, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 7: Re-Election of Director – Dr George Lam

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

"That Dr George Lam, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Resolution 8: Re-Election of Director – Mr Daniel Kin-Wah Chan

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

"That Mr Daniel Chan, who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the constitution of the Company.

By Order of the Board

Leni Stanley Company Secretary 28 October 2013

EXPLANATORY NOTES COALBANK LIMITED A.C.N. 075 877 075

These Explanatory Notes have been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held on 29 November 2013.

These Explanatory Notes form part of and should be read in conjunction with the accompanying Notice. A number of words and terms used in these Explanatory Notes have defined meanings, which are set out at the end of these Explanatory Notes.

Consider the Company's Annual Report

The Company's Annual Report comprising the Directors' Report and Auditors' Report, Directors' Declaration, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to and forming part of the accounts for the Company and its controlled entities for the financial year ended 30 June 2013 was released to ASX on 27 September 2013. The Company's Annual Report is placed before Shareholders for discussion. No voting is required for this item.

Resolution 1: Remuneration Report

The Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding advisory resolution.

The Remuneration Report is set out in the Directors' Report section of the Annual Report. The Report:

• explains the Board's policy for determining the nature and amount of remuneration of executive directors and senior executives of the Company;
• explains the relationship between the Board's remuneration policy and the Company's performance;
• sets out remuneration details for each Director and the most highly remunerated senior executives of the Company; and
• details and explains any performance conditions applicable to the remuneration of executive directors and senior executives of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

Members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution put to Shareholders that the Remuneration Report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where:

• (a) the chairperson or any other member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with specific instructions on how to vote on a resolution to adopt the remuneration report of the Company; or
• (b) the chairperson is appointed in writing (by a Shareholder who is not a member of Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding vote on remuneration, where the shareholder provides express authorisation for the chairperson to do so

Shareholders should be aware that any undirected proxies given to the Chairperson will be cast by the Chairperson and counted in favour of the resolutions the subject of this Meeting, including this resolution 1, subject to compliance with the Corporations Act.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report. A vote on this resolution is advisory only and does not bind the Directors of the Company.

Resolution 2: Re-Election of Director – Mr Greg Baynton

In accordance with the Company's constitution, Mr Baynton will retire by rotation at the Annual General Meeting and being eligible, offers himself for re-election.

Mr Baynton M.Econ St, MBA, B.Bus (Accounting), FFINSIA, has been a director of the Company since 5 November 2001.

Mr Baynton is the founder and Managing Director of Orbit Capital, an investment and advisory company and holder of a financial services licence. He has been a board member of Australian exploration companies since 1997 and has experience in identifying new opportunities, establishing new companies, IPO's and other capital raisings and mergers and acquisitions.

Mr Baynton's other current directorships include non-executive director of NEXTDC Limited (since 2010) and Asia Pacific Data Centre Limited (since 2012).

Mr Baynton is an executive director and a member of the audit committee.

Mr Baynton does not make any recommendation in respect of this resolution. All other Directors support Mr Baynton' re-election as a Director and recommend that Shareholders vote in favour of this resolution.

Resolution 3: Re-Election of Director – Mr Grahame Baker

In accordance with the Company's constitution, Mr Baker will retire by rotation at the Annual General Meeting and being eligible, offers himself for re-election.

Mr BakerB.E., B.App.Sc., M.Sc., FIE Aust., F Aus IMM,. CP Eng, has been a director of the Company since 15 April 2009.

Mr Baker is a chemical engineer by profession. He is an independent consultant in the energy industry with particular expertise in upstream petroleum, particularly in coal seam gas.

Mr Baker is a member of the Audit Committee.

Mr Baker does not make any recommendation in respect of this resolution. All other Directors support Mr Baker's re-election as a Director and recommend that Shareholders vote in favour of this resolution.

Resolution 4: Re-Election of Director – Mr Staffan Ever

In accordance with the Company's constitution, Mr Ever will retire by rotation at the Annual General Meeting and being eligible, offers himself for re-election.

Mr Ever, MBA, M.Sc(Civil Eng) has been a Director of the Company since 30 August 2011.

Mr Ever is a highly experienced executive in the energy sector. His previous roles include former chief executive officer of Q coal, 12 years with AMCI, former general manager of AMCI Australia, founder and former managing partner of Triangle Resource Fund and founder of Square Resources.

Mr Ever has strong experience in managing and financing coal projects from greenfields to production and marketing. He has undertaken and overseen equity investments in Gunnedah, Glennies Creek, Coppabella and Moorvale mines.

Mr Ever is a member of the Audit Committee.

Mr Ever does not make any recommendation in respect of this resolution. All other Directors support Mr Ever's election as a Director and recommend that Shareholders vote in favour of this resolution.

Resolutions 5 to 8: Re-Election of Directors who have been nominated for election by Treasure Wheel Global Limited

Resolutions 5 to 8 are for the re-election of Directors who have been nominated for appointment to the Board of Directors by Treasure Wheel Global, but who have not yet been appointed as Directors as at the date of this Notice of Annual General Meeting, but who are expected to be appointed as Directors of the Company prior to the Annual General Meeting. In accordance with the Company's Constitution any Director who is appointed prior to the Annual General Meeting will hold office until the end of the next Annual General Meeting at which they may be re-elected.

Resolution 5: Re-Election of Director – Mr. Anthony Wai-Lun Chan

Mr. Anthony Chan is the Chairman and sole Director of Treasure Wheel Global Limited. He is also the Chairman of its parent company, Loyal Strategic Investment Limited.

Mr. Chan is Chairman of Alright International Investment Limited, New Energy (China) Holdings Limited, Byte (HK) Investments Limited and China Finance Holding Company Limited. He is the Deputy Chairman of 123 China Education Development Limited. During the period between 1991 and 2009, Mr. Chan served as Executive Director of Shun Tak Holdings Limited (stock code: 242), a company listed on the Stock Exchange of Hong Kong Limited, and was responsible for its property development and investment activities. With over 30 years of extensive experience within the property sector, Mr. Chan has headed a number of real estate projects including commercial, residential and shopping centres in major cities of China, such as Tianjin, Shanghai, Beijing and Guangzhou.

Mr. Chan is a fellow member of The Property Consultants Society U.K. and the President of The Hong Kong Real Property Federation. In the area of public service, Mr. Chan has been a member of the Election Committee of the Hong Kong Special Administrative Region Government responsible for electing the Chief Executive of Hong Kong since December 2006. He served as a member of the Political Consultative Conference of the Guangdong Province of the People's Republic of China from 2002-2012, a board member of Shanghai Chinese Overseas Friendship Association and a Vice President of Guangzhou Association of Enterprises with Foreign Investment, PRC.

Mr. Chan is also actively involved in community services. He holds the positions of President of the Hong Kong Canoe Union, Chairman of the Hong Kong Life Saving Society, Honorary President of the University Sports Federations of Hong Kong and Vice President of the Happy Valley Athletic Association. In 2008 he was awarded the Medal of Honor by the Hong Kong Special Administrative Region Government in recognition of his contribution. In July 2013 he was appointed Justice of the Peace by the Hong Kong Special Administrative Region Government.

All Directors support Mr Anthony Chan's re-election as a Director and recommend that Shareholders vote in favour of this resolution.

Resolution 6: Re-Election of Director – Mr. Nick Bolkus

Mr Bolkus served in the Australian Cabinets of Prime Ministers Bob Hawke and Paul Keating as Minister for Consumer Affairs, Minister for Administrative Services, Minister for Immigration, Minister Assisting The Treasurer (FIRB) and Minister of Multicultural Affairs.

For over a quarter of a century, he was a prominent political national identity and Senator in the Australian Parliament.

Since leaving politics in 2005, Mr Bolkus has earned a strong corporate reputation, consulting to companies in Australia and abroad and serving on a number of private-sector boards particularly in the life sciences sector. He has also worked with the Walker Corporation on major projects in the residential and commercial development sectors. He was a foundation member of the Australia/USA Dialogue and has a comprehensive understanding of and sound relationships in China.

Respected by the Labor Party hierarchy, Mr Bolkus has an invaluable understanding of the inner workings of State and Federal Governments. Through Bespoke Approach, Mr Bolkus provides clients with a candid and individualized appraisal of how the Australian political environment will impact their business and how to manoeuvre through the multitude of challenges it presents.

All Directors support Mr Nick Bolkus's re-election as a Director and recommend that Shareholders vote in favour of this resolution.

Resolution 7: Re-Election of Director – Dr. George Lam

Dr. George Lam has over 30 years of international experience in general management, management consulting, corporate governance, direct investment, investment banking and fund management across the telecommunications/media/technology, consumer/healthcare, infrastructure/real estate and financial services sectors.

He is Chairman - Indochina, Myanmar and Thailand and Senior Adviser - Asia, of Macquarie Capital. He serves on the board of several publicly listed companies in the Asia Pacific region. Having served as a part-time member of the Central Policy Unit of the Government of HKSAR for two terms and the Legal Aid Services Council, Dr. Lam is a member of the Jilin Province

Committee of the Chinese People's Political Consultative Conference, a member of the Hong Kong Institute of Bankers, a member of the World Presidents' Organization, a member of the Chief Executives Organization, a Fellow of the Hong Kong Institute of Directors and the Hong Kong Institute of Arbitrators, a member of the General Committee and the Corporate Governance Committee of the Chamber of Hong Kong Listed Companies, a member of the Derivatives Market Consultative Panel of The Stock Exchange of Hong Kong Limited, a nonofficial member of the New Business Committee of the Financial Services Development Council, a Board Member of the Australian Chamber of Commerce in Hong Kong and Macau, a founding Board Member and Honorary Treasurer of the Hong Kong - Vietnam Chamber of Commerce, a Vice President of the Hong Kong Real Property Federation and a visiting professor at the School of Economics & Management of Tsinghua University in Beijing.

Dr. Lam holds a BSc in science and mathematics, an MSc in systems science and an MBA from the University of Ottawa in Canada, a post-graduate diploma in public administration from Carleton University in Canada, a post-graduate diploma in English and Hong Kong Law and an LLB (Hons) in law from Manchester Metropolitan University in the UK, and LLM in law from the University of Wolverhampton in the UK, a PCLL in law from the City University of Hong Kong, a Certificate in Professional Accountancy from the Chinese University of Hong Kong SCS and a PhD from the University of Hong Kong.

All Directors support Dr George Lam's re-election as a Director and recommend that Shareholders vote in favour of this resolution.

Resolution 8: Re-Election of Director – Mr. Daniel Kin-Wah Chan

Mr. Daniel Chan is the Chief Financial Officer of STDM China Holdings Ltd and STDM Management (China) Ltd and a Director of Loyal Strategic Investment Ltd. He has over 10 years management experience in real estate business in China. He led all real estate investment and development for STDM China and has completed three billion USD worth of transactions with a total construction area of over 1,500,000 square metres in Beijing, Shanghai, Taiyuan, Shenyang and Changzhou, among other places. Mr. Chan participated in the asset restructuring of STDM China through the sale of City Center and Central Plaza in Shanghai and made the company exclusive partner of Louis Vuitton Moet Hennessy (LVMH) in real estate development in China.

Prior to working in the Chinese real estate industry, Mr. Chan accumulated valuable financial and investment experience through working for JP Morgan Chase and Fitch Rating in London for several years. He holds a Master's Degree in finance from Imperial College London and Chartered Financial Analyst (CFA) and a member of the Royal Institute of Chartered Surveyors (MRICS).

All Directors support Mr Daniel Chan's re-election as a Director and recommend that Shareholders vote in favour of this resolution.

VOTING ENTITLEMENT

For the purposes of determining voting entitlements at the Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (Sydney time) on 27 November 2013. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXIES

A proxy form is attached to this Notice.

DEFINITIONS

In these Explanatory Notes:

ASX means ASX Limited or the stock market operated by it, as the context requires.

Board means the board of Directors of the Company.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member; or
• (b) a child of the member's spouse; or
• (c) a dependant of the member or the member's spouse; or
• (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; or
• (e) a company the member controls; or
• (f) a person prescribed by the regulations made under the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Company means COALBANK Limited ACN 075 877 075.

Directors means the directors of the Company.

Key Management Personnel has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any director (whether executive or otherwise) of that entity.

Listing Rule means the listing rules of ASX Limited.

Meeting means the annual general meeting convened pursuant to the Notice.

Proxy Form means a proxy form accompanying the Notice.

Shareholder means a holder of Shares.

Shares means ordinary fully paid shares in the issued capital of the Company.

Coalbank Limited ABN 20 075 877 075

LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

By fax: +61 2 9287 0309

By mail:

Coalbank Limited

Locked Bag A14

C/- Link Market Services Limited

Sydney South NSW 1235 Australia

X99999999999

SHAREHOLDER PROXY FORM

I/We being a member(s) of Coalbank Limited and entitled to attend and vote hereby appoint:

STEP 1	APPOINT A PROXY
the Chairmanof the Meeting(mark box)	OR if you are NOT appointing the Chairman of the Meeting as your proxy,please write the name of the person or body corporate (excluding theregistered shareholder) you are appointing as your proxy. I/we appoint theChairman of the Meeting as an alternate proxy to the person named.
	If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalfat the Annual General Meeting of the Company to be held at 9:00am on Friday, 29 November 2013, at Room11.7A, McCulloughRobertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland 4000 and at any adjournment or postponement of the meeting.I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectlywith the remuneration of a member of the key management personnel.The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

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 X

STEP 2		VOTING DIRECTIONS
Resolution 1Remuneration Report	For	Against	Abstain*	Resolution 5Re-Election of Director –Mr Anthony Wai-Lun Chan	For	Against	Abstain*
Resolution 2Re-Election of Director –Mr Greg Baynton				Resolution 6Re-Election of Director –Mr Nick Bolkus
Resolution 3Re-Election of Director –Mr Grahame Baker				Resolution 7Re-Election of Director –Dr George Lam
Resolution 4Re-Election of Director –Mr Staffan Ever				Resolution 8Re-Election of Director –Mr Daniel Kin-Wah Chan

		* 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.
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary	Director/Company Secretary (Delete one)	Director
		This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power
	be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).	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

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

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

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the 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 share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

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 shares 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.

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.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

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.

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" should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:00am on Wednesday, 27 November 2013, 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.

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

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, shareholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

by mail:

Coalbank 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 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.