RAMELIUS RESOURCES LIMITED — AGM Information 2016

Oct 20, 2016

Suite 4, 148 Greenhill Road, Parkside SA 5063 PO Box 506, Unley SA 5061 Telephone (08) 8271 1999 Facsimile (08) 8271 1988

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ramelius Resources Limited (Company) will be held at Crowne Plaza Adelaide, 16 Hindmarsh Square Adelaide 5000 SA, on Wednesday 23 November 2016 at 11.00 am Adelaide time.

AGENDA

GENERAL BUSINESS

Address and presentation by Chairman and Managing Director

An address and presentation will be given by the Chairman and Managing Director.

Annual Financial Report

To receive and consider the financial report and the Directors' and Auditor's Reports for the year ended 30 June 2016.

The Ramelius Resources Limited 2016 Annual Report is now available at: http://www.rameliusresources.com.au under "Reports" and "Annual Reports".

ORDINARY BUSINESS

1. Adoption of Remuneration Report

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

"That the Remuneration Report required by section 300A of the Corporations Act 2001, as contained in the Company's Directors Report for the year ended 30 June 2016 is adopted."

Voting Prohibition Statement

In accordance with the Corporations Act, a vote must not be cast on this resolution in any capacity (and will be taken not to have been cast if cast contrary to this restriction) by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report, and any closely related party of such a member. However, such a member or any closely related party of such a member may cast a vote as a proxy if the vote is not cast on behalf of a person described above and either:

• the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the resolution;
• the person is the Chair of the Meeting at which the resolution is voted on and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. Note: The vote on this resolution is advisory only and does not bind the directors or the Company.

2. Re-election of Mr Kevin James Lines

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

"That Mr Kevin James Lines, being a director of the Company who retires pursuant to clause 47 of the Company's constitution, and being eligible, is re-elected as a director of the Company."

A summary of Mr Lines' qualifications and experience is set out in the explanatory memorandum accompanying the notice convening this meeting.

SPECIAL BUSINESS

3. Approval of the Placement of 50,000,000 Shares issued on 1 August 2016

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 50,000,000 fully paid ordinary shares at \$0.50 per fully paid ordinary share on 1 August 2016 be approved."

Voting Exclusion

The Company will disregard any votes cast in relation to this resolution by or on behalf of any person who participated in the issue and any associate of such person. However, in respect of this resolution, the Company need not disregard a vote if:

• it is cast by a person as 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.

However, the Company has applied for a waiver to limit the application of ASX Listing Rule 14.11 which, if granted, will permit the Company to include the vote of a shareholder who participated in the placement, to the extent only that the holder is acting solely in a fiduciary, nominee, trustee or custodial capacity on behalf of beneficiaries who did not participate in the placement.

4. Appointment of Auditor

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

"That, subject to the Australian Securities and Investments Commission granting its consent to the resignation of the Company's current auditor, Grant Thornton South Australian Partnership, for the purposes of section 327B of the Corporations Act 2001 (Cth) and for all other purposes, Grant Thornton Audit Pty Ltd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company and the directors of the Company be authorised to set the auditor's remuneration."

5. Approval of Performance Rights Plan

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

"That the terms of the Company's Performance Rights Plan (PRP) for the purpose of section 260C of the Corporations Act 2001 (Cth), ASX Listing Rule 7.2 (Exception 9) and for all other purposes are approved, and that the directors are authorised to make offers under the PRP and satisfy those offers with issues of new equity securities (as defined in the ASX Listing Rules) as an exception to ASX Listing Rule 7.1."

The terms of the PRP are summarised in the explanatory memorandum accompanying the notice convening this meeting.

Voting Exclusion

The Company will disregard any votes cast on this resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any associates of those persons.

However, the Company need 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.

Voting Prohibition Statement

In accordance with the Corporations Act, a vote must not be cast on this resolution (and will be taken not to have been cast if cast contrary to this restriction) by a member of the key management personnel, and closely related party of such a member, acting as proxy if their appointment does not specify the way the proxy is to vote on this resolution. However, this restriction does not apply in respect of a person who is the chair of the meeting at which the resolution is voted on and the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with remuneration of a member of the key management personnel.

6. Grant of Performance Rights to a Director

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

"That, approval be given for the purpose of ASX Listing Rule 10.14 and for all other purposes, to the acquisition by Mr Mark Zeptner and/or his nominee of 500,000 performance rights in accordance with the terms of the Company's Performance Rights Plan Rules and on the basis described in the explanatory memorandum accompanying the notice convening this meeting."

Voting Exclusion

The Company will disregard any votes cast on this resolution by Mr Mark Zeptner, Managing Director of the Company and any of his associates.

However, the Company need 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

EXPLANATORY MEMORANDUM ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON WEDNESDAY 23 NOVEMBER 2016

GENERAL BUSINESS

ADDRESS AND PRESENTATION

The Chairman and Managing Director will address the meeting and make a presentation.

ANNUAL FINANCIAL REPORT

The Annual Financial Report together with the Directors' and Auditor's Reports will be laid before the meeting in accordance with section 317 of the Corporations Act 2001 (Cth). Members will be given the opportunity to ask questions or make comments about the management of the Company and may also ask questions of the Auditor's representative relevant to the conduct of the audit and the preparation and content of the Auditor's report.

ORDINARY BUSINESS

1. ADOPTION OF REMUNERATION REPORT

In accordance with section 250R of the Corporations Act 2001, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Remuneration Report for the year ended 30 June 2016.

The Remuneration Report is a distinct section of the Directors' Report that deals with the remuneration of directors and key management personnel of the Company and can be located on pages 65 to 75 of the 2016 Annual Report and also on the Company's website at http://www.rameliusresources.com.au under "Reports" and "Annual Reports".

The Remuneration Report includes details of total remuneration of directors and key management personnel of the Company, the components of total remuneration and the Company's policy for determining the nature and amounts of remuneration of directors and key management personnel.

Although the vote on this resolution is advisory only, and does not bind the directors or the Company, the discussion on this resolution and the outcome of the vote will be taken into consideration by the directors when considering the remuneration arrangements of the Company.

Shareholders will be given a reasonable opportunity at the meeting to ask questions about or make comments on the Remuneration Report.

The Directors recommend shareholders vote in favour of adopting the Remuneration Report.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 1.

2. RE-ELECTION OF MR KEVIN JAMES LINES

At the date of the Annual General Meeting of members the Board of directors of the Company comprises four directors. Of these, one (excluding the Managing Director) is required by the Company's constitution to retire at the meeting.

Mr Lines is to retire and being eligible, offers himself for re-election by members at the Annual General Meeting. A brief summary of the experience of Mr Lines follows.

Kevin James Lines BSc (Geology), MAusIMM, MAICD.

Mr Lines joined the Company as a non-executive director on 9 April 2008.He has more than 35 years of experience in mineral exploration and mining for gold, copper, lead/zinc and tin. He has held senior geological management positions with Newmont Australia Limited, Normandy Mining Limited and the CRA group of companies. He was the foundation Chief Geologist at Kalgoorlie Consolidated Gold Mines where he led the team that developed the ore-body models and geological systems for the Super-Pit Operations in Kalgoorlie and managed the Eastern Australian Exploration Division of Newmont Australia that included responsibility for the expansive tenement holdings of the Tanami region. The contribution of Mr Lines to the Board is his experience in the assessment and evaluation of exploration projects and development of properties and mining operations overseas. Mr Lines also chairs the Audit and Risk Committee and the Due Diligence Committee and is a member of the Nomination and Remuneration Committee. The Board regards Mr Lines as an independent non-executive director.

The Directors (with Mr Lines abstaining) recommend shareholders vote in favour of the reelection of Mr Lines.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 2.

SPECIAL BUSINESS

3. APPROVAL OF THE PLACEMENT OF 50,000,000 SHARES ISSUED ON 1 AUGUST 2016

The Company has issued 50,000,000 fully paid ordinary shares at \$0.50 per fully paid ordinary share in a placement to institutional investors.

These shares were issued on 1 August 2016 on the same terms and conditions as other existing ordinary shares in the Company quoted on the Australian Securities Exchange.

The funds raised by the placement are being used to accelerate the Water Tank Hill and Milky Way developments and significantly increase resource extension drilling of brownfield targets at Mt Magnet and Vivien with a focus on further improving the overall resource position and associated mine life.

ASX Listing Rule 7.1 provides that, except in limited circumstances, prior approval of shareholders is required for an issue of securities if the securities will, when aggregated with securities issued by the Company during the previous 12 months, exceed 15% of the number of shares on issue at the commencement of that 12-month period.

The issue of the shares detailed in resolution 3 did not exceed the 15% limit referred to above.

ASX Listing Rule 7.4 provides that where a company ratifies an issue of securities, the issue will be treated as having been made with approval for the purpose of ASX Listing Rule 7.1, thereby refreshing the company's 15% capacity and enabling it to issue further securities up to that limit.

Resolution 3 proposes the ratification and approval of the allotment and issue of 50,000,000 shares to institutional investors for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

Listing Rule 14.9 requires the approval be given by an ordinary resolution of the Company.

The Directors recommend shareholders vote in favour of the resolution.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 3.

4. APPOINTMENT OF AUDITOR

Grant Thornton has moved from a state based federation of firms into a single national firm. Accordingly, they are transferring all of their audit appointments into a single national audit entity (Grant Thornton Audit Pty Ltd) to replace their various state based audit entities. For public companies the appointment of a new audit entity requires a resolution of shareholders at the Annual General Meeting.

The Company's Audit and Risk Committee has considered and agreed to this change and the Board has agreed to this resolution being presented to the shareholders of the Company for a formal vote. To give effect to the change the current Grant Thornton audit entity has requested Australian Securities & Investments Commission ("ASIC") consent to resign in favour of their new national Authorised Audit Company, Grant Thornton Audit Pty Ltd. The resolution is conditional upon ASIC's consent to the resignation of Grant Thornton South Australian Partnership, and the Company anticipates that this consent will be forthcoming.

In accordance with section 328B of the Corporations Act, notice in writing nominating Grant Thornton Audit Pty Ltd has been given to the Company by a member of the Company to fill the office of auditor which will become vacant by virtue of the resignation of the existing auditor Grant Thornton South Australian Partnership. A copy of this notice is included in this Notice of Meeting as Annexure A. The appointment of Grant Thornton Audit Pty Ltd will be by vote of shareholders as an ordinary resolution.

Subject to approval by shareholders, the appointment of Grant Thornton Audit Pty Ltd will be effective for the 2017 financial year. Grant Thornton South Australian Partnership remained responsible for the audit for the 2016 financial year.

The Directors recommend shareholders vote in favour of the resolution.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 4.

5. APPROVAL OF PERFORMANCE RIGHTS PLAN

The Performance Rights Plan ("PRP") is the Company's long-term incentive scheme for any person who is declared by the Board to be eligible to receive grants of performance rights. Under the PRP, eligible persons will be granted performance rights (each being an entitlement to a Share, subject to the satisfaction of vesting conditions) on terms and conditions determined by the Board. If the vesting conditions are satisfied, the performance rights vest and upon exercise of the rights, the Company must issue to or procure the transfer to the participant or his or her personal representative (as the case may be) the number of Shares in respect of which vested performance rights have been exercised. Subject to certain limited exceptions, until such time as performance rights vest and are exercised, they cannot be transferred, encumbered or otherwise dealt with.

The rules of the PRP provide that unless the Board determines otherwise, no payment is required for the grant of a performance right. If an amount is payable on exercise of a vested performance right, the exercise of the performance right will be effected when accompanied by payment of the relevant amount advised to the participant by the Board.

In relation to future grants under the PRP, the Board may impose performance conditions that reflect the Company's business plans, targets and its performance relative to peer groups of companies.

Unless subject to a specific agreement with the Board, where a participant ceases to be an employee of the Company before the performance rights have vested by reason of death, disability, bona fide redundancy or other reason with the approval of the Board and at that time the participant continues to satisfy any other relevant conditions imposed by the Board at the time of grant, the Board may determine the extent to which performance rights granted to the participant vest. If no determination is made by the Board all performance rights held by the participant will lapse. If the participant ceases to be an employee of the Company for any other reason or ceases to satisfy any other relevant conditions imposed by the Board at the time of grant, all performance rights held by the participant will lapse.

In the event of a takeover bid, any performance rights granted (or that the Company is contractually obligated to grant to an eligible executive) will vest, where, in the Board's absolute discretion, pro rata performance is in line with the performance conditions applicable to those performance rights over the period from the date of grant to the date of the takeover bid. (A takeover bid has the meaning given in section 9 of the Corporations Act 2001).

Shareholder approval is sought for the issue of securities under the PRP for the purposes of Exception 9(b) of Listing Rule 7.2. If approval is given, securities issued under the PRP will be exempt from counting towards the 15% of the fully paid ordinary shares of the Company that can be issued in any 12-month period without shareholder approval under Listing Rule 7.1.

Under section 260A(1) of the Corporations Act 2001 (Cth), a company must not financially assist a person to acquire shares in the company or its holding company unless certain exceptions apply. Relevantly, section 260C(4) provides that financial assistance will be exempted if it is given under an employee share scheme that has been approved by a resolution passed at a general meeting of the company.

Under the PRP, the Company may:

• provide free securities to eligible persons under the PRP (that is, at no cost to executives); and/or
• allow eligible persons to purchase securities at nominal cost under the PRP.

One or all of the above may be considered "financial assistance" within the meaning of the Corporations Act 2001. Accordingly, shareholder approval of the PRP is sought for the purposes of section 260C(4) of the Corporations Act 2001.

Number of securities issued under the PRP since the date of the last approval

Since the PRP was last approved by shareholders at the 2011 Annual General Meeting, no performance rights have been issued, however, in respect of 3,330,000 performance rights issued to, or for the benefit of, employees or Directors under the PRP prior to the 2011 Annual General Meeting, 3,020,000 have vested and 310,000 have lapsed during the three-year period from grant date to 26 November 2013.

Copies of the rules of the PRP are available for inspection at the Company's registered office during business hours, or may be obtained free of charge by contacting the Company Secretary.

The Directors (with Directors who are eligible to participate in an employee incentive scheme in relation to the Company abstaining) recommend shareholders vote in favour of the resolution.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 5.

6. GRANT OF PERFORMANCE RIGHTS TO A DIRECTOR

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire securities under an employee incentive scheme without the approval of holders of ordinary securities of the acquisition:

• a director of the entity, or
• an associate of a director of the entity, or

a person whose relationship with the entity or a director or associate of a director is, in ASX's opinion, such that approval should be obtained.

The approval of shareholders is sought by virtue of resolution 6 which provides approval for the purpose of Listing Rule 10.14 for the acquisition of performance rights by the Company's Managing Director, Mr Mark Zeptner and/or his nominee, under the Company's Performance Rights Plan ("PRP") and on the basis described in this explanatory memorandum.

The following information is provided under Listing Rule 10.15.

• The maximum number of performance rights that may be acquired by the Company's Managing Director, Mr Mark Zeptner and/or his nominee and for which approval is sought is 500,000.
• The Managing Director will not make any cash payment for the performance rights for which shareholder approval is sought. The performance rights are an incentive mechanism for future performance and can only be exercised subject to satisfaction of the performance hurdles set out in the PRP rules and on the basis described in this explanatory memorandum.
• The Managing Director is the only person referred to in ASX Listing Rule 10.14 entitled to participate in the PRP and he has not previously been issued performance rights under the PRP.
• The Company's other directors are non-executive and are therefore not eligible to participate in the PRP.
• No loan will be made in relation to the acquisition.
• The Company intends to issue the rights within 1 month from the date of the meeting to which this explanatory memorandum relates but in any event no later than 12 months after the meeting.

Summary of terms of grant of the performance rights to Mr Zeptner and/or his nominee

Under the terms of grant of the performance rights, all performance rights will vest on 11 June 2019, provided Mr Zeptner is still employed by the Company at the vesting date and subject to performance conditions over the vesting and measurement period having been satisfied.

The vesting and measurement period is the period from the date that the performance rights are issued to Mr Zeptner and/or his nominee to the date that the rights vest. The performance conditions require that at the end of the vesting and measurement period, the Company's performance, as defined by actual aggregate total shareholder return ("TSR") will be assessed against defined targets. If TSR meets the specified criteria, then the performance rights will vest. Once vested, performance rights may be exercised within 7 years of the date they vest.

TSR is a measure of return to shareholders as defined by the percentage change in the Company's share price over the vesting and measurement period. TSR is calculated by reference to the volume weighted average price of Ramelius shares traded on the Australian Securities Exchange during the 20 trading days before and including the first trading day of the vesting and measurement period and the 20 trading days up to and including the last trading day of the vesting and measurement period.

The Company's TSR over the vesting period will be calculated and assessed relative to the performance of the Company's peers. A specific peer group is adopted as approved by the Board from time to time for comparison purposes which includes companies that are engaged in similar activities to the Company and with whom the Company competes for capital and talent. The TSR performance of each company included in the benchmark group will be determined and used to determine the overall TSR of the peer group. Depending on how the Company's TSR compares to that of the peer group will determine the proportion of the performance rights that vest, as set out below:

Relative TSR over the Vesting and Measurement Period	Proportion of Performance Rights vested
Below the 50th percentile	0%
At the 50th percentile	50%
Between the 50th & 75th percentile	Pro-rata between 50 and 100%
At and above the 75th percentile	100%

Any performance rights that do not vest because of failure to achieve targeted performance will lapse unless the Board, at its discretion, determines otherwise. No re-testing of targeted performance is permitted.

The performance rights may only be transferred, assigned or otherwise disposed or encumbered with the consent of the Board or by force of law upon death to a legal personal representative or upon bankruptcy to a trustee in bankruptcy. Performance shares acquired on the exercise of vested performance rights may be traded immediately after quotation of the performance shares.

Mr Zeptner and/or his nominee will be eligible to be issued with one fully paid ordinary share in the Company for each right that vests.

No payment is required for the grant of a performance right. There is no payment required on issue of performance shares in respect of vested performance rights which have been exercised.

The conditions of the rights do not restrict Mr Zeptner and/or his nominee from transferring any of the shares acquired on vesting of the rights, or using them as security for a loan, or dealing with them in any other way.

Mr Zeptner and/or his nominee will only be entitled to receive dividends, distributions, rights or bonus shares associated with the underlying shares from the time that vested performance rights have been exercised and performance shares issued.

If Mr Zeptner ceases to be an employee of the Company prior to the vesting of the rights, all unvested performance rights at the date of cessation of employment will lapse. However, unless subject to a specific agreement with the Board, if Mr Zeptner ceases employment because of death, disability, bona fide redundancy or other reason with the approval of the Board and at that time Mr Zeptner continues to satisfy any other relevant conditions imposed by the Board at the time of grant, the Board may determine the extent to which performance rights granted to Mr Zeptner and/or his nominee vest. If no determination is made by the Board all performance rights held will lapse.

In the event of a takeover bid any performance rights granted (or that the Company is contractually obligated to grant to Mr Zeptner and/or his nominee) will vest, where, in the Board's absolute discretion, pro rata performance is in line with the performance condition applicable to those performance rights over the period from the date of issue to the date of the takeover bid. Any performance right which the Board determines does not vest will automatically lapse, unless the Board determines otherwise.

Where a court orders a meeting to be held in relation to a proposed compromise or arrangement in connection with a scheme for reconstruction of the Company; any person becomes bound or entitled to acquire shares in the company under section 414 or Chapter 6A of the Corporations Act; the Company passes a resolution for voluntary winding up; or an order is made for the compulsory winding up of the Company then the Board may determine that all or a specified number of the rights vest where the Board is satisfied that the applicable performance conditions have been satisfied on a pro rate basis over the period from the date of the issue to the date of the relevant action (e.g. the date of the court ordered meeting, passing of resolution for voluntary winding up etc).

The number of performance rights may be adjusted if shares are issued pro rata to the Company's shareholders generally by way of bonus issue involving capitalisation of reserves or distributable profits or on any reorganisation.

The Directors (with Directors who are eligible to participate in an employee incentive scheme in relation to the Company abstaining) recommend shareholders vote in favour of the resolution.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 6.

7. REINSTATEMENT OF PROPORTIONAL TAKEOVER PROVISIONS

Introduction

The Board considers that it is in the best interests of the shareholders of the Company for the Company constitution to contain provisions dealing with proportional takeovers.

Section 648G of the Corporations Act 2001 enables the Company to include in its constitution a clause to provide the Company with the ability to refuse to register shares acquired under a proportional takeover bid, unless a resolution is passed by the shareholders of the Company in a general meeting that approves the takeover bid.

A proportional takeover bid is an off-market takeover offer that is sent by the bidder to all shareholders of the Company, offering to acquire a portion of each shareholder's shares in the Company.

When it was adopted, the constitution of the Company contained proportional takeover provisions (at clause 44). By operation of section 648G(1)(a) of the Corporations Act 2001 (Cth), these provisions expired three years from the date the constitution came into effect. Under section 648G(3) the proportional takeover provisions were deemed to be omitted from the constitution. The proportional takeover provisions were renewed for a further period of 3 years at the Company's 2013 Annual General Meeting, which renewal ceases to apply on 27 November 2016.

Clause 44 proportional takeover provisions

The proportional takeover provisions proposed to be inserted back into the Company's constitution at clause 44 are attached to this explanatory memorandum as Annexure B.

Effect of proportional takeover provisions

Having proportional takeover provisions in the Company's constitution ensures that if a proportional takeover bid is made, it will need to be put to a shareholders vote. The shareholders of the Company would need to consider a resolution whether to accept or reject the takeover bid. The resolution can only be approved by shareholders if it is passed by a simple majority of votes.

If the resolution fails, the proportional takeover bid will be treated as withdrawn by the bidder and no transfer of shares would be registered.

The provisions of the Corporations Act 2001 (Cth) that are applicable to a general meeting of the Company, are applicable to any meeting of shareholders convened to consider a resolution in relation to a proportional takeover bid, subject to whatever modifications the Directors consider necessary.

Without proportional takeover provisions in the Company's constitution, there is a significant risk that control of the Company could change hands without the shareholders of the Company having the opportunity to dispose of all of their shares.

By including the proportional takeover provisions, shareholders of the Company will be able to decide whether a proportional takeover bid is acceptable to them.

Substantial Interest

As at the date of this Explanatory Memorandum, none of the Directors are aware of any proposal by any person to acquire or to increase the extent of, a substantial interest in the Company.

Advantages and disadvantages of the proportional takeover provisions for Directors

The Board does not consider the proportional takeover provisions to be reinserted as clause 44, to have any potential advantages or disadvantages for Directors of the Company. Inclusion of the takeover provisions has no bearing on the ability of the Directors to recommend to shareholders whether a proportional takeover bid should be accepted or not.

Advantages for shareholders

By reinserting the clause 44 proportional takeover provisions into the Company's constitution, shareholders will have the right to decide by majority vote whether to accept or reject a proportional takeover bid.

These provisions will also provide shareholders with bargaining power and may assist in ensuring that any proportional takeover bid is structured to be attractive to shareholders.

Disadvantages for shareholders

By inserting clause 44 back into the constitution, potential bidders for the shares of the Company may be discouraged.

There is also a potential risk that shareholders may not be able to sell their shares at a premium.

Advantages and disadvantages of the proportional takeover provisions for the period during which the proportional takeover provisions have been in effect

For the period during which the proportional takeover provisions have been in effect, there have been no proportional (or full) takeover bids for the Company. In the circumstances, as there has been no takeover bid, it is not possible to comment on the advantages and disadvantages of the proportional takeover provisions while the provisions have been in operation. The Board does not consider that there have been any disadvantages arising from the inclusion of the proportional takeover provisions in the Company's Constitution.

Recommendation of directors

The Directors consider that the benefits of the proportional takeover provisions to the Company and to shareholders, outweighs any potential disadvantages that may arise.

The Directors recommend shareholders vote in favour of the resolution to insert the clause 44 proportional takeover provisions back into the constitution.

The Chairman of the meeting intends to vote all available proxies in favour of resolution 7.

VOTING INFORMATION AND NOTES

1. Voting entitlement on a poll

On a poll, each shareholder present (in person, by proxy, attorney or representative) has one vote for each fully paid share they hold.

2. Proxies

A shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on the shareholder's behalf. If the shareholder is entitled to cast two or more votes at the meeting, the shareholder may appoint up to two proxies to attend and vote on the shareholder's behalf.

If a shareholder appoints two proxies, each proxy must be appointed to represent a specified proportion or number of the shareholder's votes. Absent this specification, on a poll, each proxy may exercise half the votes.

A proxy can be either an individual or a body corporate and need not be a shareholder of the Company. If a shareholder appoints a body corporate as proxy, the body corporate will need to appoint an individual as its corporate representative and provide satisfactory evidence of this appointment.

If a shareholder's instruction is to abstain from voting for a particular item of business, the shareholders' votes will not be counted in computing the required majority on a poll.

To appoint a proxy, a proxy form must be signed by the shareholder or the shareholder's attorney duly authorised in writing. If the shareholder is a corporation, the proxy form must be signed in accordance with section 127 of the Corporations Act. To be effective, a proxy form (and, if it is signed by an attorney, the authority under which it is signed or a certified copy of the authority) must be received by the Company not later than 48 hours prior to the commencement of the meeting. Proxy form and authorities may be lodged:

• by post to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001, or;
• by hand delivery to Computershare at Level 5, 115 Grenfell Street, Adelaide SA 5000, or;
• by facsimile to Computershare on (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 or the Company on +61 8 8271 1988; or;
• electronically by casting votes online at www.investorvote.com.au and follow the prompts. To use this facility you will need your holder number (SRN or HIN), postcode and control number as shown on the proxy form. You will have been taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

Shareholders who forward their proxy forms by fax must make available the original executed form of the proxy for production at the meeting, if called upon to do so.

Chairman acting as proxy

Shareholders may appoint the Chairman of the meeting as their proxy.

Where the Chairman is appointed as a proxy by a shareholder entitled to cast a vote on a particular resolution and the proxy form specifies how the Chairman is to vote on the resolution (that is, a directed proxy), the Chairman must vote in accordance with that direction.

In respect of proxies where no voting direction has been given (undirected proxies), the Chairman intends to vote all available proxies in favour of each resolution.

In relation to resolutions 1, 5 and 6, if the shareholder has appointed the Chairman as their proxy and no voting direction has been given, the shareholder will be expressly authorising the Chairman to exercise the undirected proxy in respect of resolutions 1, 5 and 6 even though the resolutions are connected with the remuneration of members of the KMP of the Company. Please read the directions on the proxy form carefully, especially if you intend to appoint the Chairman of the meeting as your proxy.

3. Custodian voting

For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions.

4. Entitlement to vote at the meeting

For the purpose of the meeting, shares in the Company will be taken to be held by those persons who are registered holders at 7.00 pm (Adelaide time) on Monday, 21 November 2016. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

5. Quorum

The Constitution of the Company provides that 10 shareholders present in person, by proxy, attorney or body corporate representative shall be a quorum for a general meeting of the Company.

6. Appointing a corporate representative

Corporate representatives are requested to bring appropriate evidence of appointments as a representative. Proof of identity will be required for corporate representatives.

7. Appointment of an attorney

Attorneys are requested to bring a power of attorney pursuant to which they are appointed. Proof of identity will also be required for attorneys.

ANNEXURE A

ANNEXURE B

44. Proportional takeovers

• 44.1 If offers are made under a proportional takeover bid for securities of the Company:
• 44.1.1 the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution (an approving resolution) to approve the bid is passed in accordance with this clause;
• 44.1.2 a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote on an approving resolution;
• 44.1.3 the Directors may determine whether an approving resolution is voted on:
  • (a) at a meeting, convened and conducted by the Company, of the persons entitled to vote on the resolution; or
  • (b) by means of a postal ballot conducted by the Company in accordance with the procedure set out in this clause;
• 44.1.4 an approving resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
• 44.2 The provisions that apply to a general meeting of the Company apply, with such modifications as the Directors decide are necessary, to a meeting convened under this clause.
• 44.3 In a postal ballot:
• 44.3.1 the Company must send a notice of postal ballot and ballot paper, to all persons holding bid class securities, at least 14 days (or any shorter period the Directors decide) before the date specified for the close of the postal ballot (ballot closing date);
• 44.3.2 non-receipt of a notice of postal ballot or ballot paper, or accidental failure to give a notice of postal ballot or ballot paper to a shareholder entitled to receive them, does not invalidate the postal ballot and any resolution passed under the postal ballot;
• 44.3.3 the notice of postal ballot must contain the text of the proposed resolution and the ballot closing date, and may contain any other information the Directors consider appropriate;
• 44.3.4 each ballot paper must specify the name of the shareholder entitled to vote;
• 44.3.5 a postal ballot is only valid if the ballot paper is properly completed and:
  • (a) if the shareholder is an individual, signed by the individual or a duly authorised attorney; or
  • (b) if the shareholder is a corporation, executed by the corporation in any way permitted by its constitution or the Corporations Act 2001 or by a duly authorised officer or duly authorised attorney;
• 44.3.6 a postal ballot is only valid if the Company receives the ballot paper (and any authority under which the ballot paper is signed or a certified copy of the authority) before the close of business on the ballot closing date at the registered office or share registry of the Company or any other place specified for that purpose in the notice of postal ballot;
• 44.3.7 a person may revoke a postal ballot vote by notice received by the Company before the close of business on the ballot closing date.

Ramelius Resources

Limited ABN 51 001 717 540

Lodge your vote:

Online: www.investorvote.com.au

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

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Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 556 161 (outside Australia) +61 3 9415 4000

Proxy Form

*S00000112Q01*

Vote and view the annual report online

SAMPLE Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote. •

Your access information that you will need to vote:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your vote to be effective it must be received by 11:00 am (Adelaide time) Monday 21 November 2016

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

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 or abstain as they choose (to the extent permitted by law). 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: You are entitled to appoint up to two proxies 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.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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 in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

or turn over to complete the form GO ONLINE TO VOTE, Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.

Proxy Form Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf STEP 1

I/We being a member/s of Ramelius Resources Limited hereby appoint

the Chairman OR of the Meeting	 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Ramelius Resources Limited to be held at Crowne Plaza Adelaide, 16 Hindmarsh Square, Adelaide, SA, 5000 on Wednesday 23 November 2016 at 11:00 am (Adelaide time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 5 & 6 (except where I/we have indicated a different voting intention below) even though Items 1, 5 & 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

		E the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 5 & 6 (except where I/we have indicated a different voting intention below) even though Items 1, 5 & 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
	voting on Items 1, 5 & 6 by marking the appropriate box in step 2 below.	Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from
STEP 2 Items of Business		L PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
ORDINARY BUSINESS			For	Against	Abstain
1 Adoption of Remuneration Report		P
2 Re-election of Mr Kevin James Lines		M
SPECIAL BUSINESS
3	A Approval of the Placement of 50,000,000 Shares issued on 1 August 2016
4 Appointment of Auditor	S
5 Approval of Performance Rights Plan
6 Grant of Performance Rights to a Director
7 Reinstatement of proportional takeover provisions

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Securityholder 2		Securityholder 3
Director
	Contact Daytime		/	/
			Director/Company Secretary