POLARX LIMITED — AGM Information 2018

Oct 16, 2018

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ACN 161 615 783

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT

TIME: 2.00pm (WST) DATE: 16 November 2018 PLACE: Suite 1, 245 Churchill Avenue Subiaco, Western Australia 6008

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary on +61 8 9226 1356 .

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	2
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	15
Schedule 1	17
Schedule 2	20
Proxy Form

IMPORTANT INFORMATION

Time and place of Meeting

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00pm (WST) on Friday, 16 November 2018 at:

Suite 1, 245 Churchill Avenue Subiaco, Western Australia 6008

Your vote is important

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

Voting eligibility

The Company may specify a time, not more than 48 hours before the Meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Company’s Directors have determined that all Shares of the Company that are on issue at 4.00pm (WST) on Wednesday, 14 November 2018 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return:

• In person at: PolarX Limited Suite 1, 245 Churchill Avenue Subiaco, Western Australia 6008

• By post to: PolarX Limited PO Box 162 Subiaco, Western Australia 6904

• By facsimile to +61 8 6465 5599

• By scan and email to info@polarx.com.au

Please note that the Proxy Form must be received by the Company not later than 2.00pm (WST) on Wednesday, 14 November 2018 . Proxy Forms received later than this time will be invalid.

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BUSINESS OF THE MEETING

The business to be considered at the Meeting is set out below

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the Auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2018.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Exclusion:

A vote on this Resolution 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 the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK BOJANJAC

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

“That, for the purposes of clause 11.3 of the Constitution and for all other purposes, Mark Bojanjac, a Director, retires, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – – ISSUE OF DIRECTOR OPTIONS TO FRAZER TABEART

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

“That, for the purpose of Listing Rule 10.14, sections 195(4), 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 5,000,000 Director Options under the Employee Share Option Plan to Frazer Tabeart or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by or on behalf of any Director of the Company (who is eligible to participate in the employee incentive scheme in respect of which the approval is sought), and any Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the Resolution, for a person who is entitled to vote, and it is not cast on behalf of Frazer Tabeart and any Associate of Frazer Tabeart; or

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• (b) it is cast by a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

A vote must not be cast on this Resolution by a member of the Key Management Personnel, or a closely related party of a Key Management Personnel, acting as proxy if their appointment does not specify the way the proxy is to vote on this Resolution. However, the Company will not disregard any proxy votes cast on that Resolution by a Key Management Personnel if the Key Management Personnel is the chairman of the Meeting acting as proxy and their appointment expressly authorised the proxy even though the Resolution is connected with the remuneration of the Key Management Personnel for the Company.

5. RESOLUTION 4 – ISSUE OF DIRECTOR OPTIONS TO MARK BOJANJAC

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

“That, subject to the passing of Resolution 2, for the purpose of Listing Rule 10.14, sections 195(4), 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 5,000,000 Director Options under the Employee Share Option Plan to Mark Bojanjac or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by or on behalf of any Director of the Company (who is eligible to participate in the employee incentive scheme in respect of which the approval is sought), and any Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy, appointed in writing that specifies how the proxy is to vote on the Resolution, for a person who is entitled to vote, and it is not cast on behalf of Mark Bojanjac and any Associate of Mark Bojanjac; or

• (b) it is cast by a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

A vote must not be cast on this Resolution by a member of the Key Management Personnel, or a closely related party of a Key Management Personnel, acting as proxy if their appointment does not specify the way the proxy is to vote on this Resolution. However, the Company will not disregard any proxy votes cast on that Resolution by a Key Management Personnel if the Key Management Personnel is the chairman of the Meeting acting as proxy and their appointment expressly authorised the proxy even though the Resolution is connected with the remuneration of the Key Management Personnel for the Company.

6. RESOLUTION 5 – ISSUE OF DIRECTOR OPTIONS TO JASON BERTON

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

“That, for the purpose of Listing Rule 10.14, sections 195(4), 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 5,000,000 Director Options under the Employee Share Option Plan to Jason Berton or his nominee, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by or on behalf of any Director of the Company (who is eligible to participate in the employee incentive scheme in respect of which the approval is sought), and any Associate of those persons. However, the Company need not disregard a vote if:

• (c) it is cast by a person as a proxy, appointed in writing that specifies how the Proxy is to vote on the Resolution, for a person who is entitled to vote, and it is not cast on behalf of Jason Berton and any Associate of Jason Berton; or

• (d) it is cast by a person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

A vote must not be cast on this Resolution by a member of the Key Management Personnel, or a closely related party of a Key Management Personnel, acting as proxy if their

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appointment does not specify the way the proxy is to vote on this Resolution. However, the Company will not disregard any proxy votes cast on that Resolution by a Key Management Personnel if the Key Management Personnel is the chairman of the Meeting acting as proxy and their appointment expressly authorised the proxy even though the Resolution is connected with the remuneration of the Key Management Personnel for the Company.

7. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities) or an Associate of those persons. However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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 Proxy Form to vote as the proxy decides.

Dated: 11 October 2018

By order of the Board

IAN CUNNINGHAM COMPANY SECRETARY

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EXPLANATORY STATEMENT

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the Auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.polarx.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the directors or the company.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2018.

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

2.2 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

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

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

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2.4 Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the following:

Proxy	Directions given	No directions given
Key Management Personnel1	Vote as directed	Unable to vote3
Chair2	Vote as directed	Able to vote at discretion of Proxy4
Other	Vote as directed	Able to vote at discretion of Proxy

Notes:

1. Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.

2. Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).

3. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

4. The Proxy Form notes it is the Chair’s intention to vote all undirected proxies in favour of all Resolutions.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR MARK BOJANJAC

3.1 Legal requirements

ASX Listing Rule 14.4 and clause 11.3(a) of the Company’s Constitution provide that a director of the Company must not hold office (without re-election) past the third AGM following the director’s appointment or last election or for more than 3 years, whichever is the longer. Further, clause 11.3(b) of the Constitution and ASX Listing Rule 14.5 requires that there be an election of Directors at each annual general meeting of the Company. In accordance with Clause 11.3(c) of the Constitution, the Managing Director is exempt from retirement and re-election.

Mr Bojanjac has been a director the longest since his last re-election at the Company’s annual general meeting held on 15 April 2016. Since then there have been a further two annual general meetings. Accordingly, Mr Bojanjac, will retire in accordance with clause 11.3 of the Constitution and the ASX Listing Rules and being eligible, seeks re-election in accordance with Clause 11.3 of the Constitution.

3.2 Director information

Mr Bojanjac is Mr Bojanjac is a Chartered Accountant with over 25 years’ experience in developing resource companies. Mr Bojanjac was a founding director of Gilt-Edged Mining Limited which discovered one of Australia’s highest grade gold mines and was managing director of a public company which successfully developed and financed a 2.4m oz gold resource in Mongolia. He also co-founded a 3 million oz gold project in China.

Mr Bojanjac was most recently Chief Executive Officer of Adamus Resources Limited and oversaw its advancement from an early stage exploration project through its definitive feasibility studies and managed the debt and equity financing of its successful Ghanaian gold mine.

He is also currently a non-executive director of Geopacific Resources Limited and Kula Gold Limited.

3.3 Board recommendation

The Board (other than Mark Bojanjac) recommends Shareholders vote in favour of Resolution 2.

4. RESOLUTIONS 3 TO 5 – ISSUE OF DIRECTOR OPTIONS

4.1 Background

Shareholders are being asked to approve Resolutions 3, 4 and 5 to allow Options that may vest under the Employee Share Option Plan to be issued to the Executive Directors ( Director Options ), as set out below. Resolution 4 is conditional on the passing of Resolution 2, so that Resolution 4 will not have any effect unless Resolution 2 is passed.

The Board considers that the Executive Directors are essential to the operation of the Company’s ongoing business. The Board has determined that the proposed grant of Director Options under

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the Employee Share Option Plan is an appropriate form of long term incentive for the Company’s Key Management Personnel.

Accordingly, the Company is proposing, subject to obtaining Shareholder approval, to issue the following Director Options to the Director(s) under the Employee Share Option Plan:

Resolution	Director	Number of Options
Resolution 3	Frazer Tabeart	5,000,000
Resolution 4	Mark Bojanjac	5,000,000
Resolution 5	Jason Berton	5,000,000

The key terms and conditions of the Director Options are summarised in Schedule 1.

4.2 Regulatory Requirements

Resolutions 3, 4 and 5 seek Shareholder approval in order to comply with the requirements of Listing Rule 10.14 and sections 195(4), 200B and 200E of the Corporations Act.

4.3 Listing Rules

Listing Rule 10.11 provides a general restriction against issuing securities to directors without shareholder approval.

Listing Rule 10.14 provides that a company must not issue Equity Securities to a director of the company under an employee incentive scheme unless the issue has been approved by holders of ordinary securities. If approval is given by shareholders under Listing Rule 10.14, separate shareholder approval is not required under Listing Rule 10.11.

Accordingly, under Resolutions 3, 4 and 5, the Company seeks approval from Shareholders for the issue of Director Options to the Executive Directors, who by virtue of their position as Directors of the Company are related parties of the Company.

Listing Rule 10.15A

In compliance with the information requirements of Listing Rule 10.15A, Shareholders are advised of the following information:

(e) Nature of relationship between person to receive securities and the Company

The Director Options are proposed to be issued to Fraser Tabeart, Mark Bojanjac (subject to the passing of Resolution 2) and Jason Berton; all of whom are Executive Directors of the Company and are, as such, related parties of the Company.

(b) Maximum number of securities that may be acquired pursuant to Resolution

The maximum number of Director Options to be issued to each Executive Director is outlined in section 4.1 above.

(c) Issue price

The Options will be issued for nil consideration and accordingly no funds will be raised.

(d) Previous issues under the Option Plan

There have been no previous issues of securities under the Employee Share Option Plan.

(e) Eligible participants under the Option Plan

Under the Employee Share Option Plan, Options may be issued to the Directors, being Frazer Tabeart, Mark Bojanjac, Jason Berton and Robert Boaz (and/or their respective nominees). These recipients are the only people referred to in Listing Rule 10.14 currently eligible to participate in the Option Plan. However, at the current time the Company does not intend to make an offer to Robert Boaz. Any additional persons

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who become entitled to participate in the Option Plan after these Resolutions are approved and who are not named in Notice of General Meeting will not participate until approval is obtained under Listing Rule 10.14.

(f) Issue date

The latest date that the Company will issue Director Options under Resolutions 3, 4 and 5 will be no later than twelve months after the date of the Meeting.

(g) Loan

No loans have or will be made by the Company in connection with the proposed issue of Director Options.

(h) Reporting

Details of any securities issued under the Employee Share Option Plan will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under Listing Rule 10.14

(i) Voting exclusion statement

A voting exclusion statement for each of Resolutions 3, 4 and 5 is included in the Notice of Meeting preceding this Explanatory Statement.

4.4 Section 208 Corporations Act

Chapter 2E of the Corporations Act regulates the provision of “financial benefits” to “related parties” by a public company. Chapter 2E prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefit falls within one of the nominated exceptions to the provisions; or

• (b) prior shareholder approval is obtained to the giving of the financial benefit.

A “related party” is widely defined under the Corporations Act, and includes the directors of the company. As such, the Directors of the Company are related parties of the Company for the purposes of Section 208 of the Corporations Act.

A “financial benefit” is construed widely and in determining whether a financial benefit is being given, Section 229 of the Corporations Act requires that any consideration that is given is disregarded, even if the consideration is adequate. It is necessary to look at the economic and commercial substance and the effect of the transaction in determining the financial benefit. Section 229 of the Corporations Act includes as an example of a financial benefit, the issuing of securities or the granting of an option to a related party.

It is the view of the independent Director, Mr Robert Boaz, ( Independent Director ) that the proposed issue of Director Options pursuant to Resolutions 3, 4 and 5 falls within the “reasonable remuneration” exception under section 211 Corporations Act given the circumstances of the Company and the position held by the Executive Directors. Accordingly, the Board has determined not to seek Shareholder approval for the purposes of section 208 Corporations Act for the issue of the Director Options to the Executive Directors.

The Independent Director considers that the issue of Director Options to its Executive Directors is a cost effective and efficient means for the Company to provide incentives to those Executive Directors as opposed to alternative forms of incentives such as cash bonuses or increased remuneration. The Independent Director considers that, to enable the Company to secure and retain employees and directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The issue of the Director Options is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain significant Shareholdings in the Company.

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The Independent Director reviewed the practices of other companies of a similar size and stage of development to determine the number of Director Options required to be issued and terms thereof to attract and retain senior directors. Based on that review, the Board determined the number and terms of the Director Options proposed to be issued under Resolutions 3, 4 and 5 to be appropriate.

4.5 Sections 200B and 200E Corporations Act

The Corporations Act restricts the benefits that can be given to persons who hold a “managerial or executive office” (as defined in the Corporations Act) on leaving their employment with the Company or any of its related bodies corporate.

Under Sections 200B and 200E of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a managerial or executive office if the benefit is approved by shareholders or an exemption applies.

Amendments to the Corporations Act in 2009 significantly expanded the scope of these provisions and lowered the threshold for termination benefits that do not require shareholder approval. The term “benefit” has a wide meaning and may include benefits resulting from the Board exercising certain discretions under the rules of the Plan, including the discretion to determine the accelerated vesting or automatic vesting of Director Options in certain circumstances.

Under the Employee Share Option Plan, a participant may become entitled to accelerated vesting or automatic vesting of Director Options if there is a change of control of the Company or if the Board exercises its discretion upon cessation of employment. Accordingly, Shareholder approval is sought for the Executive Directors to be given any such benefit in connection with his retirement from office or employment with the Company if that occurs within 3 years of the date of this Meeting.

If Shareholder approval is given under Resolutions 3, 4 and 5, the Company will still be required to comply with Listing Rules 10.18 and 10.19, which place restrictions on the circumstances in which termination benefits can be paid and a cap on the value of termination benefits that can be paid to officers of the Company.

The value of the benefit will depend on the number of Director Options that may vest pursuant to the Employee Share Option Plan and the market value of the Shares at the time the accelerated vesting or automatic vesting event occurs.

4.6 Section 195(4) Corporations Act

Each of the Executive Directors has a material personal interest in the outcome of Resolutions 3 to 5 (as applicable to each Executive Director) in this Notice of Meeting by virtue of the fact that Resolutions 3 to 5 are concerned with the issue of Director Options.

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered.

In the absence of Shareholder approval under section 195(4) of the Corporations Act, the Directors may not be able to form a quorum at Board meetings necessary to carry out the terms of these Resolutions.

The Directors have accordingly exercised their right under section 195(4) of the Corporations act to put the issue to Shareholders to determine.

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4.7 Board Recommendation

Mr Boaz, being the independent Director, recommends that Shareholders vote in favour of Resolutions 3, 4 and 5 on the basis that the grant of the Director Options will allow the Company to adequately reward and incentivise the Executive Directors whilst preserving the Company’s cash reserves.

Dr Tabeart declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that he is to be issued Director Options should Resolution 3 be passed. However, in respect of Resolutions 4 and 5, Dr Tabeart recommends that Shareholders vote in favour of those Resolutions on the basis that the grant of the Director Options will allow the Company to adequately reward and incentivise the other Executive Directors whilst preserving the Company’s cash reserves.

Mr Bojanjac declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Director Options should Resolution 4 be passed. However, in respect of Resolutions 3 and 5, Mr Bojanjac recommends that Shareholders vote in favour of those Resolutions on the basis that the grant of the Director Options will allow the Company to adequately reward and incentivise the other Executive Directors whilst preserving the Company’s cash reserves.

Dr Berton declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Director Options should Resolution 5 be passed. However, in respect of Resolutions 3 and 4, Dr Berton recommends that Shareholders vote in favour of those Resolutions on the basis that the grant of the Director Options will allow the Company to adequately reward and incentivise the other Executive Directors whilst preserving the Company’s cash reserves.

5. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT CAPACITY

5.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ). The 10% Placement Capacity is in addition to the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

The Company is an Eligible Entity.

If Shareholders approve Resolution 6, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in Section 5.2).

The effect of Resolution 6 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 6 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 6 for it to be passed.

5.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

(a) is not included in the S&P/ASX 300 Index; and

(b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of approximately $22.1 million based on the closing Share price on 10 October 2018.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being the Shares (ASX Code: PXX).

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The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

• plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• plus the number of partly paid shares that became fully paid in the previous 12 months;

• plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and

• less the number of Shares cancelled in the previous 12 months.

D is 10%.

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

5.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 6:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 5.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of this Meeting; and

• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid);

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 6 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

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Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2)
		Dilution
	Issue Price (per Share)	$0.037 50% decrease in Issue Price	$0.074 Issue Price	$0.148 100% increase in Issue Price
298,170,638 (Current Variable A)	Shares issued - 10% voting dilution	29,817,064 Shares	29,817,064 Shares	29,817,064 Shares
	Funds raised	$1,103,231	$2,206,463	$4,412,925
447,255,957 (50% increase in Variable A)	Shares issued - 10% voting dilution	44,725,596 Shares	44,725,596 Shares	44,725,596 Shares
	Funds raised	$1,654,847	$3,309,694	$6,619,388
596,341,276 (100% increase in Variable A)	Shares issued - 10% voting dilution	59,634,128 Shares	59,634,128 Shares	59,634,128 Shares
	Funds raised	$2,206,463	$4,412,925	$8,825,851

• *The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• (i) There are currently 298,170,638 Shares on issue as at the date of this Notice of Meeting.

• (ii) The issue price set out above is the closing price of the Shares on the ASX on 10 October 2018.

• (iii) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

• (iv) No Options are exercised into Shares before the date of issue of the Equity Securities.

• (v) The Company has not issued any Equity Securities in the 12 months prior to the date of issue that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. It is also assumed no Options are exercised into Shares before the date of issue of the Equity Securities.

• (vii) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (viii) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

• (ix) 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%.

• (x) 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.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

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(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration in which case the Company intends to use funds raised for (i) exploration and development activities at its Alaska Range Project in Alaska, USA; (ii) general working capital; and/or (iii) the acquisition of new resource assets and investments; or

• (ii) as non-cash consideration for the acquisition of new resource assets and investments excluding previously announced acquisitions, in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

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

(e) Allocation under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

• (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resource assets or investments, it is likely that the recipients under the 10% Placement Capacity will be vendors of the new resource assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company previously obtained Shareholder approval under ASX Listing Rule 7.1A at its last annual general meeting held on 23 November 2017.

The Company has issued a total of 59,273,535 Equity Securities during the 12 months preceding the date of this Meeting, representing approximately 24.3% of the total diluted number of Equity Securities on issue in the Company as at the date of the last annual general meeting.

Information relating to issues of Equity Securities by the Company in the 12 months prior to the date of this Meeting is set out in Schedule 2.

• (g) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (i) a list of the recipients of the Equity Securities and the number of Equity Securities issued to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and;

• (ii) the information required by Listing Rule 3.10.5A for release to the market.

5.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.

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6. ENQUIRIES

Shareholders may contact the Company Secretary on (+61) 8 9226 1356 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

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

ASIC means the Australian Securities and Investments Commission.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Auditor means the auditor of the Company.

Board means board of Directors.

Chair means the chair of the Meeting.

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

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

• (b) a child of the member’s spouse;

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

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

• (e) a company the member controls; or

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

Company or PolarX means PolarX Limited (ACN 161 615 783).

Constitution means constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means director of the Company.

Director Option means an Option issued under Resolutions 3, 4 and 5 with the terms and conditions set out in Schedule 1.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Employee Share Option Plan or Option Plan means the employee incentive plan adopted by the Directors on 12 October 2017 and previously approved by shareholders at the annual general meeting held on 23 November 2017, a summary of which is set out in Schedule 1.

Equity Securities has the meaning set out in the ASX Listing Rules.

Explanatory Statement means the explanatory statement that accompanies this Notice of Meeting.

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

Listing Rules means the listing rules of ASX.

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Notice of Meeting or Notice means this notice of Annual General Meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form enclosed with this Notice of Meeting.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2018.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a registered holder of a Share.

Variable A means “A” as set out in the calculation in Section 5.2.

WST means Western Standard Time as observed in Perth, Western Australia.

10% Placement Capacity has the meaning given in Section 5.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF DIRECTOR OPTIONS

1. ENTITLEMENT

Each Director Option will entitle its holder to subscribe for and be issued, one Share (upon vesting and exercise of that Director Option).

2.

EXERCISE PRICE

Subject to paragraph 10 below, the amount payable upon exercise of each Director Option will be set on the date of issue of the Director Option at a price which is the higher of (a) a 30% premium to the closing price of the Shares on the ASX on the date of issue of the Director Options; or (b) $0.125.

3.

EXPIRY DATE

Each Director Option expires at 5.00 pm (WST) on the date that is 36 months from the date of grant.

4.

EXERCISE PERIOD

Subject to paragraph 9 below, the Director Options are exercisable at any time on or before the Expiry Date, subject to satisfaction of the Vesting Conditions.

5.

VESTING CONDITIONS

The director options shall vest upon satisfaction of the following conditions:

• (i) 40% shall vest upon announcement of a JORC Inferred mineral resource estimate for the Alaska Range Project, comprising both the Stellar Copper Gold and the Caribou Dome Copper properties, of 10 million tonnes of mineralisation at a minimum cut-off grade of 0.5% copper or copper equivalent, signed off by a competent person other than a director or employee of the Company;

• (ii) 40% shall vest upon the Shares trading on ASX at a volume weighted average price of $0.20 or more for 10 consecutive trading days; and

• (iii) 20% shall vest upon completion of feasibility study for the Alaska Range Project.

Subject to the Option Plan rules, the Board may declare that all or a specified number of any unvested Director Options granted to a participant which have not lapsed immediately vest if, in the opinion of the Board a change of control in relation to the Company has occurred, or is likely to occur, having regard to the participant’s pro rata performance in relation to the applicable performance conditions up to that date.

Subject to the Option Plan rules, the Board may in its absolute discretion, declare the vesting of a Director Option where the Company is wound up or passes a resolution to dispose of its main undertaking.

If there is any internal reconstruction or acquisition of the Company which does not involve a significant change in the identity of the ultimate Shareholders of the Company, the Board may declare in its sole discretion whether and to what extent Director Options, which have not vested by the day the reconstruction takes place, will vest.

6.

NOTICE OF EXERCISE

The Director Options may be exercised during the Exercise Period by lodging a notice of exercise in the manner specified in the Option Plan along with a cheque for the Exercise Price and the holding statement or option certificate for that Director Option.

7.

CASHLESS EXERCISE FACILITY

Participants may, at their election and subject to the approval of the Board, elect to pay the exercise price for a Director Option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the

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Cashless Exercise Facility, the participant will receive Shares to the value of the surplus after the exercise price has been set off.

If a participant elects to use the Cashless Exercise Facility, the participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal to the value to the difference between the exercise price otherwise payable for the Director Options and the then market value of the Shares at the time of exercise (determine as the volume weighted average price of Shares on the ASX over the five trading days prior to exercise).

8. LAPSE

A Director Option will immediately lapse upon the first to occur of:

• (a) the cessation of employment, engagement or office of the participant;

• (b) if the Board and the participant agrees, the day the Board makes a determination that the Director Options lapse;

• (c) if any applicable conditions are not achieved by the relevant time;

• (d) if the Board determines in its sole and absolute discretion that any applicable conditions have not been met and cannot be met prior to the expiry date; or

• (e) its Expiry Date.

Where a participant ceases to be employed or engaged by the Company and is not a “Bad Leaver” (as that term is defined in the Option Plan), and the Director Options have vested, they will remain exercisable until the Director Options lapse in accordance with the Option Plan rules or if they have not vested, the Board will determine as soon as reasonably practicable after the date the participant ceases to be employed or engaged, how many (if any) of those participant’s Director Options will be deemed to have vested and exercisable.

Where a participant becomes a “Bad Leaver” (as that term is defined in the Plan), all Director Options, unvested or vested, will lapse on the date of the cessation of employment, engagement or office of that participant.

9.

CHANGE OF CONTROL AND RECONSTRUCTION

In certain circumstances, the Board may declare that all or a specified number of a participant’s unvested Director Options (where they have not lapsed) may immediately vest where:

• (a) a change of control has occurred, or is likely to occur and the participant’s pro-rata performance is in line with the performance conditions at the time of the change of control event;

• (b) a person has a relevant interest in more than 90% of the Shares and the participant’s pro-rata performance is in line with the performance conditions at the time of the person acquiring a relevant interest in more than 90% of the Shares;

• (c) a resolution is passed or order is made for the winding up of the Company or where a resolution is passed in accordance with the Listing Rules to dispose of the Company’s main undertaking; or

• (d) there is an internal reconstruction, reorganisation or acquisition of the Company which does not involve a significant change in the identity of the ultimate shareholders

10. RECONSTRUCTION OF CAPITAL

If there is a reconstruction of the issued capital of the Company prior to the expiry of any Director Options, the number of Director Options to which each Participant is entitled or the exercise price of his or her Director Options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

11. PARTICIPATION IN NEW ISSUES

There are no participating rights or entitlements inherent in the Director Options and participants will not be entitled to participate in new issues of securities offered to Shareholders of the Company during the currency of the Director Options.

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12. TRANSFERABILITY

The Director Options are not transferable.

13. QUOTATION

Director Options will not be listed for quotation on the ASX, however, the Company will apply for official quotation of the Shares issued upon the exercise of any vested Director Options.

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SCHEDULE 2 – ISSUE OF EQUITY SECURITIES SINCE 23 NOVEMBER 2017

Date of Issue	Number	Class	Recipients	Issue Price (and discount to market price1) if applicable	Form of Consideration
16 May 2018	23,974,407	Shares	Subscribers pursuant to a share placement	$0.105 (no discount)	Cash Amount raised = $2.5m Amount spent = $2.5m Use of funds – (i) exploration, development and related activities for the Alaska Range Project; (Ii) issue expenses and (iii) general working capital
2 August 2018	35,299,128	Shares	Subscribers pursuant to a share placement	$0.11 (no discount)	Cash Amount raised = $3.9m Amount spent = $3.2m Use of funds – (i) exploration, development and related activities at the Alaska Range Project; (Ii) issue expenses and (iii) general working capital Amount remaining = $0.7m Proposed use of remaining funds2: (i) exploration, development and related activities for the Alaska Range Project; and (ii) general working capital

Notes:

1. Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount (if any) is calculated on the Market Price on the date of issue of the relevant Equity Securities.

2. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

.

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ANNUAL GENERAL MEETING PROXY FORM

POLARX LIMITED ACN 161 615 783

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 2.00pm, on Friday, 16 November 2018 at Suite 1, 245 Churchill Avenue, Subiaco WA 6008, and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 3, 4 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 3, 4 and 5 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES

This proxy is solicited by and on behalf of management. The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs an ASX announcement will be made immediately disclosing the reasons for the change.

for the change.	for the change.
Voting on business of the Meeting		FOR	AGAINST	ABSTAIN
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of Director – Mark Bojanjac
Resolution 3	Issue of Director Options – Frazer Tabeart
Resolution 4	Issue of Director Options – Mark Bojanjac
Resolution 5	Issue of Director Options – Jason Berton
Resolution 6	Approval of 10% Placement Facility

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

% represents is: Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Director Director/Company Secretary Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this Proxy Form: YES NO

Signature of Shareholder(s):

HOW TO COMPLETE THIS PROXY FORM

1. YOUR NAME AND ADDRESS

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2. APPOINTMENT OF A PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. 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. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company.

3. VOTES ON RESOLUTION

You may direct your proxy how to vote by placing a mark in one of the boxes opposite the Resolution. All your Shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolution 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 Resolution, your proxy may vote as he or she chooses. If you mark more than one box on the Resolution your vote on the Resolution will be invalid.

If you direct your proxy how to vote validly in accordance with these instructions and your proxy fails to either attend the Meeting or vote on the directed Resolution, the Chairman of the Meeting is taken to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting and must vote in accordance with your proxy.

4. VOTING ENTITLEMENTS

In accordance with the Corporations Act, the Company has determined that the Shareholding of each person for the purpose of determining entitlements to attend and vote at the Meeting will be the entitlement of that person set out in the Company’s share register as at 4.00pm (WST) on Wednesday, 14 November 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

5. VOTING IN PERSON

A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the attached proxy form to the Meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the Meeting to facilitate this registration process.

A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with Section 250D of the Corporations Act. The appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the Certificate is enclosed with this Notice of Meeting

6. 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 Secretary on +61 8 9226 1356 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

7. 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, all of the Shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company’s share 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.

8. LODGING YOUR PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting being no later than 2.00pm (WST) on Wednesday, 14 November 2018. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

In Person	By Mail	By Facsimile	By Scan and Email
PolarX Limited, Suite 1, 245 Churchill Avenue, Subiaco, Western Australia 6008	PolarX Limited, PO Box 162, Subiaco, Western Australia 6904	+61 8 6465 5599	info@polarx.com.au