RAIDEN RESOURCES LIMITED — AGM Information 2014

Oct 16, 2014

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2014 Annual General Meeting of Shareholders of SubZero Group Limited will be held at the offices of PricewaterhouseCoopers Level 10, Darling Park Tower 2, 201 Sussex Street, Sydney NSW on Tuesday, 18 November 2014 beginning at 2.30 pm (Sydney time).

The Explanatory Statement accompanying this Notice of General Meeting explains the items of business to be considered at the Meeting. The Explanatory Statement forms part of this Notice of General Meeting and should be read in conjunction with it.

ORDINARY BUSINESS

Financial Report – Year Ended 30 June 2014

To receive and consider the Financial Report of the Company and its controlled entities and the reports of the Directors and Auditors for the year ended 30 June 2014.

Resolution 1: Adoption of Remuneration Report

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

"THAT the Remuneration Report for the financial year ended 30 June 2014 be adopted." Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2: Re-election of Mr. Graeme (Joe) Clayton

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

"THAT Mr Graeme (Joe) Clayton, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a Director of the Company."

CHAIR'S VOTING INTENTIONS

Subject to any applicable voting exclusions, the Chair of the Meeting intends to vote all available undirected proxies in favour of each Resolution**.**

VOTING EXCLUSION STATEMENTS

Resolution 1: Adoption of Remuneration Report

The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the Key Management Personnel (KMP) (as defined in Section 9 of the Corporations Act) details of whose remuneration are included in the Remuneration Report;
• by or on behalf of a closely related party (as defined in Section 9 of the Corporations Act)( such as close family members and any controlled companies) of a member of the KMP; or
• as a proxy by a member of the KMP as at the date of the Meeting or any of their closely related parties,

unless the vote is cast:

• as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form; or
• by the Chair of the Meeting as proxy for a person entitled to vote and the Chair has received express authority to vote undirected proxies as the Chair sees fit even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the KMP.

Important Notice for Resolution 1: If a Shareholder entitled to vote wishes to appoint the Chair of the Meeting as their proxy the Shareholder can direct the Chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the Proxy Form. If a Shareholder entitled to vote appoints the Chair as their proxy (or the Chair is appointed as a Shareholder's proxy by default) and the appointment does not specify how the Chair is to vote on Resolution 1, then, in accordance with the express authority contained in the Proxy Form, the Chair will vote, as proxy for that Shareholder, in favour of Resolution 1.

ENTITLEMENT TO VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that, for the purposes of voting at the Meeting, shares of the Company will be taken to be held by the persons who are registered holders at 2.30 pm (Sydney time) on 16 November 2014. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

PROXIES

If you are appointing a proxy, to ensure that your vote counts, please read the following and the instructions on the proxy form carefully. Shareholders are advised that:

• (a) each Shareholder entitled to attend and vote at the Meeting has a right to appoint a proxy to attend and vote instead of the Shareholder;
• (a) the proxy need not be a Shareholder of the Company and may be an individual or body corporate;
• (b) a Shareholder who is entitled to cast two or more votes may appoint not more than two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes;
• (c) a Shareholder may specify the way in which the proxy is to vote on the resolution or may allow the proxy to vote at his or her discretion (subject to any applicable voting exclusions);
• (d) If a Shareholder's appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting;
• (e) In accordance with the Corporations Act, any directed proxy appointments in favour of a person other than the Chair of the Meeting that are not voted on a poll at the Meeting will automatically default to the Chair, who is required to vote proxies as directed on the poll (subject to any applicable voting exclusions); and

Undirected proxies on remuneration related resolutions

If a Shareholder intends to appoint a member of the KMP (other than the Chair of the Meeting) or one of their closely related parties as their proxy, and does not direct their proxy how to vote on Resolutions 1, their proxy will not be able to vote as the Shareholder's proxy on those Resolutions.

A proxy form accompanies this Notice of General Meeting.

To be effective, proxies (and the original or a certified copy of any power of attorney or other authority under which the proxy is signed) must be received by the Company no later than 2.30 pm (Sydney time) on Sunday 16 November 2014.

Proxies may be lodged either:

• a) by mailing the relevant accompanying Proxy Forms to: Link Market Services Locked Bag A14 Sydney South, NSW, 1235
• b) by faxing the relevant accompanying Proxy Forms to:+61 2 9287 0309; or
• c) online by visiting www.linkmarketservices.com.au and following the instructions in your relevant Proxy Forms to submit your voting intentions.

CORPORATE REPRESENTATIVES

A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment including the authority under which it is signed.

ANNUAL REPORT

SubZero Group Limited makes annual reports available online for shareholders. The default option for receiving annual reports is via the Company's website rather than in hard copy. You will not receive a hard copy unless you have requested a printed version.

The Annual Report for the Year Ending 30 June 2014 may be downloaded from the Company's website from the homepage: www.subzeroservices.com.au

or by accessing the following link: http://subzeroservices.com.au/irm/content/annual-reports.aspx?RID=335

BY ORDER OF THE BOARD

ANDREW J. COOKE JOINT COMPANY SECRETARY DATED: 17 OCTOBER 2014

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company to be held on Tuesday, 18 November 2014 at 2.30 pm (Sydney time).

ORDINARY BUSINESS Financial Report – Year Ended 30 June 2014

Under the Corporations Act, the Directors are required to place before the meeting the Financial Report and associated reports of the Directors and the Auditors for the financial year ended 30 June 2014. No resolution is required for this item of business. However, Shareholders will have an opportunity at the Meeting to ask questions about, or make comments on, these reports and the management of the Company.

The Company's auditors will also be available to take Shareholders' questions about the conduct of the audit, the Independent Auditor's Report, the Company's accounting policies and the independence of the auditors in relation to the conduct of their audit.

Resolution 1 – Adoption of Remuneration Report

In accordance with the Corporations Act, the Board is presenting the Company's Remuneration Report for the year ended 30 June 2014 for consideration and adoption. The Remuneration Report is set out in section C of the Directors' Report appearing in the Company's 2014 Annual Report.

The Remuneration Report contains information regarding:

the Company's remuneration policies and their relationship with the Company's performance;

• the remuneration of the Directors and certain senior executives of the SubZero Group for the year ended 30 June 2014; and
• the incentive arrangements in place for the Company's executives.

The Corporations Act provides that the vote on this Resolution is advisory only and does not bind the Directors or the Company. Under the Corporations Act, if 25% or more of the votes that are cast are against the adoption of the remuneration report at two consecutive AGMs, Shareholders will be required to vote at the second of those AGMs on a resolution (Spill Resolution) that another general meeting (Spill Meeting) be held to consider the re-election of the Directors.

If more than 50% of the votes cast on the Spill Resolution are in favour, the Spill Meeting must be held within 90 days. All of the Directors who were Directors when the resolution to make the directors' report considered at the second AGM was passed (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting, unless they are re-elected at the Spill Meeting.

At the Company's 2013 AGM, the votes cast against the remuneration report considered at that meeting were below 25%. Accordingly, a Spill Resolution cannot be put at this Meeting.

Shareholders will also have an opportunity at the Meeting to ask questions about, or make comments on, the Remuneration Report.

Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

Resolution 2: Re - Election of Mr. Graeme (Joe) Clayton as a Director

Mr Graeme (Joe) Clayton, who retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election as a Director of the Company.

A short profile of Mr. Clayton is set out below.

Graeme (Joe) Clayton, BE (Min) Hons, F AusImm CP (Man), GAICD

Independent Non-Executive Director. Age 56.

Experience and expertise

Graeme (Joe) Clayton has 38 years in mining with over 22 years leading mining operations in the coal, copper, iron ore and gold industries in all the mainland states of Australia as well as 8 years in remote communities in Papua New Guinea (PNG) and Indonesia. He led the exploration and development phases for large scale coal mines the Anvil Hill Project in the Hunter Valley NSW and the Watermark Project in the Gunnedah Basin NSW. He designed the mine and led the start-up of operations for Camberwell Coal in Hunter Valley NSW. He has successfully led some of the most challenging mining operations in South East Asia including implementing major mining change management programs at Muswellbrook Coal in Hunter Valley NSW, Lihir Gold in PNG, Boddington and Hedges Goldmines in South West WA, Kanowna Belle Goldmine in WA goldfields as well as Sebuku, Senakin and Satui Coalmines in South Kalimantan Indonesia.

Other current directorships

None

Former directorships in the last three years None

Special responsibilities

Member of Audit Committee Chairman of Remuneration and Succession Planning Committee

Board Recommendation

The Board (with Mr. Clayton abstaining) unanimously recommends that Shareholders vote in favour of the re-election of Mr. Clayton as a director under Resolution 2.

LODGE YOUR VOTE

ONLINE www.linkmarketservices.com.au

By fax: +61 2 9287 0309

SubZero Group Limited ABN 68 009 161 522

By mail: SubZero Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

All enquiries to: Telephone: +61 1300 554 474

X99999999999

PROXY FORM

I/We being a member(s) of SubZero Group 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 yourproxy, please write the name of the person or body corporate (excludingthe registered shareholder) you are appointing as your proxy.
Failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxyto vote on my/our behalf (including in accordance with the directions set out below or, if no directions have been given, to vote as theproxy sees fit, to the extent permitted by the law) at the Annual General Meeting of the Company to be held at 2:30pm on Tuesday,18 November 2014 at PricewaterhouseCoopers, Level 10, Darling Park Tower 2, 201 Sussex Street, Sydney NSW (the Meeting) and atany postponement or adjournment 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

	ForAgainst Abstain*
Resolution 1Adoption of Remuneration Report
Resolution 2Re-election of Mr. Graeme (Joe) Clayton

	poll and your votes will not be counted in computing the required majority on a poll.	* 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
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 powerof 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
	be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

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.

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 or online at www.linkmarketservices.com.au.

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 2:30pm on Sunday, 16 November 2014, 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:

SubZero Group 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.