PRL GLOBAL LTD — AGM Information 2013

Oct 23, 2013

CI RESOURCES LIMITED

A C N 0 0 6 7 8 8 7 5 4

NOTICE OF ANNUAL GENERAL MEETING

TIME: 11.00am (WST)

DATE: 28 November 2013

PLACE: Perth Zoo Seminar Room 1 20 Labouchere Road South Perth 6151 Western Australia Australia

This Notice 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 prior to voting.

The Company's 2013 Annual Report can be accessed on the Company's website at www.ciresources.com.au or alternatively by requesting a hard copy from the Company Secretary.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9489 4444.

CO NTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	11
Proxy Form	13

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00 am (WST) on 28 November 2013 at:

Perth Zoo Seminar Room 1 20 Labouchere Road South Perth 6151 Western Australia Australia

YOUR VOTE IS IMPORTANT

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

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 4.00 pm (WST) on 26 November 2013.

VOTING IN PERSON

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

VOTING BY PROXY

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

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

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • o the proxy is not recorded as attending the meeting;
  • o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

CORPORATE SHAREHOLDERS

Corporate shareholders who wish to appoint a representative to attend the meeting on their behalf must provide that person with a properly executed letter or other document confirming that they are authorised to act as the corporate shareholder's representative. The authorisation may be effective either for this meeting only or for all meetings of CI Resources Limited. Shareholders can request for the "Appointment of Corporate Representation" form from the Company Secretary.

ORDINARY BUSINESS

1. Financial Reports

To receive the annual financial report, Directors' report and auditor's report for the Company and its controlled entities for the financial year ended 30 June 2013.

Note: There is no requirement for shareholders to approve these reports.

2. Resolution 1– Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding 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 2013."

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

Voting Prohibition Statement:

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

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

However, a person (the voter) described above may 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 – Mr Tee Lip Sin

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Tee Lip Sin, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. Resolution 3 – Re-election of Director – Mr Tee Lip Jen

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Tee Lip Jen, a Director, retires by rotation, and being eligible, is re-elected as a Director."

5. Resolution 4 – Election of a Director – Dato' Kamaruddin bin Mohammed

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

"That Dato' Kamaruddin bin Mohammed, having been appointed a Director of the Company since the last annual general meeting in accordance with clause 13.4 of the Company's Constitution and ASX Listing Rule 14.4, retires and being eligible be elected as a Director of the Company."

Dated: 24 October 2013

By Order of the Board

Elizabeth Lee Company Secretary

EXPLANATORY STATEMENT

Introduction

The purpose of this Explanatory Statement is to provide information, which the Board believes is material to Shareholders in relation to the Resolutions. The Explanatory Statement explains the Resolutions and identifies the Board's reasons for putting them to Shareholders.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

Financial Reports

The financial statements, Directors' report and auditor's report for CI Resources Limited for the year ended 30 June 2013 will be laid before the meeting. There is no requirement for shareholders to approve these reports. However, the Chair of the meeting will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of CI Resources Limited. Shareholders will be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the content of the Auditor's Report.

Resolution 1 – Adoption of Remuneration Report

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 company or the directors of 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 a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

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 votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

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 most recent 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 is approved will be the Directors of the Company.

Previous voting results

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

Proxy restrictions

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

If you appoint a member of the 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 as your proxy

You must direct your proxy how to vote on this Resolution. 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.

If you appoint the Chair as your proxy (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).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

Resolution 2 – Re-election of Director – Mr Tee Lip Sin

General

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director's appointment or 3 year, whichever is the longer.

Clause 13.2 of the Constitution provides that:

• (a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;
• (b) The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
• (c) A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
• (d) In determining the number of Directors to retire, no account is to be taken of:
  • (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or
  • (ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has 6 Directors and accordingly 2 must retire.

Mr Tee Lip Sin, the Director longest in office since his last election, retires by rotation and seeks re-election.

A brief biography of Mr Tee Lip Sin is in the Annual Report.

The Board supports the re-election of Mr Tee Lip Sin.

Resolution 3 – Re-election of Director – Mr Tee Lip Jen

General

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third AGM following the director's appointment or 3 year, whichever is the longer.

Clause 13.2 of the Constitution provides that:

(a) at the Company's annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general

meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election;

• (b) The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots;
• (c) A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election; and
• (d) In determining the number of Directors to retire, no account is to be taken of:
  • (i) a Director who only holds office until the next annual general meeting pursuant to clause 13.4 of the Constitution; and/ or
  • (ii) a Managing Director,

each of whom are exempt from retirement by rotation. However, if more than one Managing Director has been appointed by the Directors, only one of them (nominated by the Directors) is entitled to be excluded from any determination of the number of Directors to retire and/or retirement by rotation.

The Company currently has 6 Directors and accordingly 2 must retire.

Mr Tee Lip Jen, the Director longest in office since his last election, retires by rotation and seeks re-election.

A brief biography of Mr Tee Lip Jen is in the Annual Report.

The Board supports the re-election of Mr Tee Lip Jen.

Resolution 4 – Election of a Director – Dato' Kamaruddin bin Mohammed

General

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer. However, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. This rule does not apply to the managing director (but if there is more than one managing director, only one is entitled not to be subject to re-election).

Pursuant to clause 13.4 of the Constitution, the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number set under clause 13.1 (currently 9).

Any Director so appointed holds office only until the next following Shareholders meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

On 17 January 2013, the Directors appointed Dato' Kamaruddin bin Mohammed as a Non-executive Director of the Company. Dato' Kamaruddin will retire in accordance with clause 13.4 of the Constitution and ASX Listing Rule 14.4, and being eligible, seeks re-election.

If this Resolution is not approved, Dato' Kamaruddin's appointment will cease at the end of the Annual General Meeting.

A brief biography of Dato' Kamaruddin is in the Annual Report.

The Board supports the confirmation of the re-appointment of Dato' Kamaruddin bin Mohammed as a Director of the Company.

Enquiries

Shareholders are requested to contact the Company Secretary, on (+61 8) 9489 4444 if they have any queries in respect of the matters set out in these documents.

G LOSSARY

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

Annual Report mean the Company's annual report for the financial year ended 30 June 2013.

Board means the current board of directors of the Company.

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;
• (a) a child of the member's spouse;
• (b) a dependent of the member or the member's spouse;
• (c) 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;
• (d) a company the member controls; or
• (e) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of this definition of 'closely related party' in the Corporations Act.

Company means ci Resources Limited (ACN 006 788 754).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director or Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the 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.

Notice of Meeting means this notice of Annual General Meeting including the Explanatory Statement and Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report which forms part of the Directors' Report of the Company for the financial year ended 30 June 2013 and which is set out in the 2013 Annual Report.

Resolution means the resolution set out in the Notice of Meeting, or any one of them, as set out in the Notice of Meeting and further explained in this Explanatory Statement.

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

Shareholder means a holder of a Share.

Spill Meeting has the meaning given in Resolution 1.

Spill Resolution has the meaning given in Resolution 1.

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

ACN 006 788 754

P R O X Y F O R M

Lodge your vote to:

The Company Secretary CI Resources Limited

By delivery:	By post:	By facsimile:
105 Railway Road	PO Box 1533	+618 9381 4963
Subiaco WA 6008	Subiaco WA 6904

* For your vote to be effective it must be received by 4.00pm on Tuesday, 26 November 2013, being 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

How to Vote on Items of Business

Your securities will be voted in accordance with your directions or, in the absence of directions, and subject to the relevant laws, as the proxy thinks fit.

Appointment of Proxy

Each Shareholder entitled to attend and cast a vote at the Meeting has a right to appoint a proxy to attend and vote on their behalf.

Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy's authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box, your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: A Shareholder entitled to cast 2 or more votes may appoint a second proxy to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf. Any fractions of votes resulting from the application of these principles will be disregarded. (Additional Proxy Forms can be supplied by the Company upon request).

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign on the appropriate place to indicate the office held. Delete titles as applicable.

Please mark to indicate your directions.

I/We 1_________________________________________________________________________________________________
of _____________________________________________________________________________________________________

being a Shareholder/Shareholders of the Company and entitled to ______________________________________

votes in the Company, hereby appoint 2________________________________________________________________

Items of Business

or failing the person so named or, if no person is named, the Chair, or the Chair's nominee, as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Perth Zoo, Seminar Room 1, 20 Labouchere Road, South Perth 6151 Western Australia, Australia on Thursday, 28 November 2013 at 11.00am , and at any adjournment thereof in the manner indicated below or, in the absence of indication, and subject to the relevant laws, as the proxy thinks fit.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to cast is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes.

		For	Against Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re-election of a Director – Mr Tee Lip Sin
Resolution 3	Re-election of a Director – Mr Tee Lip Jen
2Resolution 4	Election of a Director – Dato' Kamaruddin bin Mohammed

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

Important for Resolution 1

If you have not directed your proxy how to vote as your proxy in respect of Resolution 1 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

Step 2

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolution 1 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.

Authorised signature/s: This section must be signed in accordance with the instructions above to enable your voting instructions to be implemented.

Shareholder 2	Shareholder 3
Director	Director/CompanySecretary
_______________________Contact Daytime Telephone	___________________Date

1 Insert name and address of shareholder

2 Insert name and address of proxy

*Omit if not applicable