Resolute Mining Limited — AGM Information 2003

Oct 20, 2003

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of the shareholders of Resolute Mining Limited (the "Company") will be held at 10:00 a.m. on Wednesday, 26 November 2003 at the Conference Centre, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia.

BUSINESS

$\mathbf{1}$ Reports

To consider the financial report of the Company and the reports of the Directors and auditor for the year ended 30 June 2003.

$21$ Re-election of Director - Ordinary Resolution

To consider, and if thought fit, elect as a Director Mr TC Ford, who retires by rotation in accordance with the Company's constitution and being eligible offers himself for reelection.

$31$ Election of Director - Ordinary Resolution

That Mr Henry Thomas Stuart PRICE, having been recommended by the Board in accordance with Clause 3.5(b) of the Company's Constitution and having consented to such nomination and being eligible, is hereby elected as a Director of the Company.

$\Delta$ Increase in Directors' Remuneration - Ordinary Resolution

That in accordance with clause 10.2 of the Company's Constitution and Listing Rule 10.17 of the Australian Stock Exchange. Directors fees be authorised to be paid up to a maximum aggregate of $300,000 for each financial year commencing 1 July 2003, being an increase of $100,000 with such fees to be allocated between the Directors in such proportion as the Board may determine.

BY ORDER OF THE BOARD

G. W. Fitzgerald Company Secretary Dated: 15 October 2003

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of the Notice of the annual general meeting.

Resolution 3 - Election of Director

Mr Price is a Chartered Accountant who has recently ceased practising after over 35 years in the accounting profession, most recently as a senior partner in the Horwath Perth Partnership (formerly Duesburys) and has extensive taxation and accounting experience in the corporate and mining sector. The Board believes it is in the best interests of shareholders to appoint a 4th director to the Resolute board and recommend that shareholders vote in favour of this resolution.

Resolution 4 - Increase in Directors' Remuneration

The current maximum remuneration payable to Directors pursuant to prior shareholder approval and the Company's Constitution is $200,000 per annum. The Directors of the Company seek shareholders' approval to increase this maximum amount by $100,000 to $300,000 per annum to provide the Board with flexibility to appoint further non-executive independent Directors to enhance the capability of the Board and deal with the various interests of the Company now and in the future.

The Directors do not intend utilising the entire maximum sum of $300,000 in the first instance. By having an increase in the maximum amount that can be paid to Directors, the Directors have the flexibility to seek new independent non-executive Directors to the Board as and when appropriate. The increase should also be seen in light of the increase in the number of Directors (subject to the passing of Resolution 3) from 3 to 4 and provides flexibility to attract and remunerate any additional suitable Board candidates.

Shareholders' attention is drawn to the voting exclusion statement provided below.

Voting Exclusion Statement

Pursuant to Rule 14.11 of the Listing Rules of Australian Stock Exchange Limited, the Company will disregard any votes cast on resolution 4 by any of the Company's Directors and any of their associates. However, 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.

Proxies

A member entitled to vote at the meeting convened by the above notice is entitled to appoint not more than two proxies to attend and to vote in his or her stead. Where two proxies are appointed. the appointment may specify the proportion or number of votes which each proxy may exercise. If it does not, then each proxy may exercise one-half of the votes. A proxy need not himself or herself be a member.

Each proxy form (together with the power of attorney (if any) under which such proxy form is signed or a certified copy of such power of attorney) must be signed and deposited at the office of Security Transfer Registrars, 770 Canning Highway, Applecross, Western Australia 6153 not less than 48 hours before the time fixed for the holding of the meeting. The facsimile number for receipt of proxies is (08) 9315 2233.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

RESOLUTE MINING LIMITED (the "Company") ANNUAL GENERAL MEETING ON 26 NOVEMBER 2003 PROXY FORM

The Secretary Resolute Mining Limited C/- Security Transfer Registrars Pty Ltd PO Box 535, Applecross WA 6953 AUSTRALIA

I/We, .................................... management of the Company hereby appoint

......................................

or in that person's absence, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on 26 November 2003, at 10.00am and at any meeting held subsequent and pursuant to an adjournment of that meeting.

This form is to be used in accordance with the directions below. Unless the proxy is directed, your proxy may vote as he/she thinks fit.

In respect of the items contained in the Notice of Meeting, I/We instruct the above proxy/proxies to vote :

Resolution	For	Against	Abstain	Chairman'sDiscretion
2. To re-elect Mr TC Ford as a Director
3. To elect Mr HTS Price as a Director
4. To approve the increase in Directors' remuneration

By marking the "Chairman's Discretion" box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of that item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you have appointed the Chairman as your proxy and you do not mark any box, the Chairman will not cast your votes on the resolutions shown above and your votes will not be counted in computing the required majority. The Chairman intends to vote undirected proxies in favour of resolutions $2.3$ and $4.$

Appointment of a second proxyIf appointing a second proxy, state the percentage of your voting rightsapplicable to the proxy appointed by this form.	%
Shareholder Reference or CHESS Number
DATED this
.Signature of member or Attorney	Signature of joint member or Attorney
Or if a company:
THE COMMON SEAL ofwas affixed in the presence of,and the sealing is attested by:
Director / Sole Director	Director / Secretary

A member entitled to attend and vote is entitled to appoint not more than two proxies to attend and, on a poll, to vote in his stead. Where two proxies are appointed, the appointment may specify the proportion or number of votes which each proxy may exercise. If it does not, then each proxy may exercise one-half of the votes. A proxy need not be a member of the Company.

To be effective, proxy forms must be either:

• a) deposited at the office of Security Transfer Registrars, 770 Canning Highway, Applecross, WA 6153
• b) returned by mail to Security Transfer Registrars PO Box 535, Applecross WA 6953, or
• c) faxed to the Company's share registry (Fax No. 08 9315 2233 and for overseas shareholders 618 9315 2233) not less than 48 hours before the time fixed for holding the Meeting.