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ACN 097 088 689

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of the Shareholders of Resolute Mining Limited ( Company ) will be held at 10.00am (WST) on Tuesday, 28 November 2017 at the Central Park Theatrette, 152-158 St Georges Terrace, Perth, Western Australia ( Meeting ).

The Explanatory Memorandum to the Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form both form part of the Notice.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered shareholders of the Company at 5.00pm (WST) on 26 November 2017.

Terms and abbreviations used in the Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

Annual Report

To consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2017, which includes the Financial Report, the Directors' Report, and the Auditor's Report.

The reports referred to above are included in the 2017 Annual Report sent to those Shareholders who elected to receive a hard copy. A copy of the report is also available on our website: www.rml.com.au.

Resolution 1 – Adoption of Remuneration Report

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

"That, for the purposes 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 Remuneration Report for the financial year ended 30 June 2017."

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

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

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolute Mining’s Remuneration Report is set out in the Annual Report.

Resolution 2 – Election Ms Yasmin Broughton as a Director

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

"That, Ms Yasmin Broughton, Director, who was appointed as an addition to the Board on 29 June 2017 and who retires pursuant to and in accordance with Listing Rule 14.4 and article 3.3 of the Constitution, being eligible for re-election pursuant to articles 3.3 and 3.5(a) of the Constitution, pursuant to article 3.4 of the Constitution and for all other purposes, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

Resolution 3 – Election Mr Mark Potts as a Director

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

"That, Mr Mark Potts, Director, who was appointed as an addition to the Board on 29 June 2017 and who retires pursuant to and in accordance with Listing Rule 14.4 and article 3.3 of the Constitution, being eligible for re-election pursuant to articles 3.3 and 3.5(a) of the Constitution, pursuant to article 3.4 of the Constitution and for all other purposes, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

Resolution 4 – Re-election of Mr Henry Price as a Director

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

"That, Mr Henry Price, Director, who retires by rotation pursuant to and in accordance with Listing Rule 14.4 and article 3.6 of the Constitution, being eligible for re-election pursuant to article 3.5(a) of the Constitution, pursuant to article 3.4 of the Constitution and for all other purposes, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

Resolution 5 - Renewal of Resolute Mining Limited Performance Rights Plan

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

ordinary resolution:

“That for the purposes of Listing Rule 7.2 Exception 9(b) and for all other purposes, Shareholders approve the Resolute Mining 2017 Performance Rights Plan, the principal terms of which are summarised in the Explanatory Memorandum accompanying this Notice of Meeting, and approve the issue of Performance Rights under that plan, including the issue of Shares upon the vesting of those Performance Rights.”

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

The Company will disregard any votes cast on this Resolution by any Director (other than any Directors who are ineligible to participate in any employee incentive plan of the Company) and any of their associates.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chairman 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.

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 6 – Approval of annual grant of Performance Rights to Mr John Welborn

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

"That, for the purposes of Listing Rules 10.14 and 10.19, section 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of 587,500 Performance Rights to Mr John Welborn (and/or his nominee) in accordance with the terms and conditions described in the Explanatory Memorandum."

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

The Company will disregard any votes cast on this Resolution by any Director or officer (other than any Directors or officers who are ineligible to participate in any employee incentive plan of the Company) of a Group Company and any of their associates.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chairman 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, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution and:

(a) the person is appointed as a proxy by writing and the appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 7 – Approval of Potential Termination Benefits under the 2017 Performance Rights Plan

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

“That, for the purposes of Part 2D.2 of the Corporations Act, Listing Rule 10.19 and for all other purposes, approval be given to the Company to provide a benefit to each Key Officeholder under the 2017 Performance Rights Plan in connection with the person ceasing to hold that managerial or executive office on the terms and conditions described in the Explanatory Memorandum.”

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

The Company will disregard any votes cast on this Resolution by a Key Officeholder and any of their associates.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chairman 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, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution and:

(a) the person is appointed as a proxy by writing and the appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 8 – Approval of Deeds of Indemnity, Access and Insurance

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

“That, pursuant to and in accordance with Chapters 2D and 2E of the Corporations Act and for all other purposes, approval be given to the Company to:

(a) indemnify each Indemnified Person, during their Office and after the cessation of that Office, in respect of certain claims made against that Officer in relation to the period of their Office;
(b) use its reasonable endeavours to procure an insurance policy and pay the premiums of insurance as assessed at market rates for each Indemnified Person in respect of certain claims made against each such Officer in relation to the period of their Office (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company);
(c) use its reasonable endeavours to ensure that each Indemnified Person is at all times covered under an insurance policy for the period of seven years from the date that the Indemnified Person ceases to hold Office ( Insurance Run-Off Period ), which will be on terms not materially less favourable to the Indemnified Person than the terms of insurance applicable at the date of termination of their Office, and to continue to pay those premiums during that Insurance Run-Off Period (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company); and
(d) provide each Indemnified Person with access, upon the termination of their Office, for a period of not less than seven years following that termination, to any Group Company records which are either prepared by or provided to him/her during the Retention Period,

on the terms and conditions in the Explanatory Memorandum.”

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

The Company will disregard any votes cast on this Resolution by an Indemnified Person and any of their associates.

The Company will not disregard a vote if:

(a) 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
(b) it is cast by the Chairman 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, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution and:

(a) the person is appointed as a proxy by writing and the appointment specifies the way the proxy is to vote on this Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Resolution 9 – Adoption of New Constitution

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

"That, pursuant to and in accordance with section 136 of the Corporations Act and for all other purposes, the Company adopt the Constitution tabled at the Meeting on the terms and conditions in the Explanatory Memorandum."

Resolution 10 – Approval under section 195

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

"That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolution 8."

PROXIES

Please note that:

(a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a Shareholder; and
(c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy forms must be received by the Company no later than 3.00pm (WST) on Saturday 25 November 2017, being at least 48 hours before the meeting. The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms.

�SNAP-SHOT� TIME

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

The Directors have determined that all Shares on issue at 5.00pm (WST) on Sunday, 26 November 2017 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Company’s representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative.

BY ORDER OF THE BOARD

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_____ Amber Stanton Company Secretary Dated: 27 October 2017

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 10.00am (WST) on Tuesday, 28 November 2017 at the Central Park Theatrette, 152 – 158 St Georges Terrace, Perth, Western Australia.

The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Annual Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2017. A copy of the Annual Report can be obtained on the Company's website at www.rml.com.au or by contacting the Company on telephone number: +61 8 9261 6100.

No resolution is required for this item. Shareholders will be offered the following opportunities:

(a) to discuss the Annual Report for the financial year ended 30 June 2017;
(b) to ask questions or make comment on the management of the Company; and
(c) to ask the Company’s auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

(a) the preparation and content of the Auditor’s Report;
(b) the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Company’s auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office.

Resolution 1 – Adoption of Remuneration Report

Consistent with section 250R(2) of the Corporations Act, the Company presents its Remuneration Report for the year ended 30 June 2017 to Shareholders for consideration and adoption, by way of an ordinary resolution.

The Remuneration Report is set out in the Company’s 2017 Financial Report on pages 11 to 24. The 2017 Financial Report is available on the Company’s website at www.rml.com.au. The Remuneration Report contains:

(a) information about the Board’s policy for determining the nature and amount of remuneration of Directors and senior executives of the Company;

(b) details of the remuneration of, and equity held by, Directors and senior executives of the Company; and
(c) a summary of the terms of any contract under which any Director or senior executive is engaged, including the period of notice required to terminate the contract and any termination payments provided for under the contract.

The Board continues to focus on refining and improving the Company’s remuneration framework to best support the current strategic direction of the business and to determine how remuneration can best support the future needs of the Company.

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

The Corporations Act provides that Shareholders will have the opportunity to remove the whole Board (except the managing director) if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the last annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at next year’s annual general meeting, this may result in the Board (other than the Managing Director) standing for re-election.

Chairman's intentions

Resolution 1 is an ordinary resolution. The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolutions 2 and 3 – Election of Ms Yasmin Broughton and Mr Mark Potts as Directors

Resolutions 2 and 3 are ordinary resolutions.

In accordance with Listing Rule 14.4, a director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity.

Article 3.3 of the Constitution allows the Directors to appoint a person as an addition to the Board at any time except during a general meeting. Any Director so appointed holds office until the next annual general meeting of the Company and is eligible for re-election at that meeting in accordance with articles 3.4 and 3.5(a) of the Constitution.

Article 3.6 of the Constitution requires one third of all Directors, or if their number is a not a multiple of three, then the number nearest one-third to retire at each annual general meeting. Mr Henry Price has advised that he will retire from the Board at the end of the Meeting and will seek re-election in accordance with Resolution 4.

Ms Broughton was appointed on 29 June 2017 as an addition to the Board. Resolution 2 provides that she retires from office and seeks re-election as a Director.

A brief resume of Ms Broughton together with details of any other directorships held by Ms Broughton and her length of service as a Director are contained in the Financial Report.

As at 18 October 2017, being the last practical date prior to finalisation of this Notice, the Board considers that Ms Broughton is an independent Director.

Mr Potts was appointed on 29 June 2017 as an addition to the Board. Resolution 3 provides that he retires from office and seeks re-election as a Director.

A brief resume of Mr Potts together with details of any other directorships held by Mr Potts and his length of service as a Director are contained in the Annual Report.

As at 18 October 2017, being the last practical date prior to finalisation of this Notice, the Board considers that Mr Potts is an independent Director.

The Chairman intends to exercise all available proxies in favour of Resolutions 2 and 3.

Directors’ recommendation

The Directors (excluding Ms Broughton in respect of Resolution 2 and Mr Potts in respect of Resolution 3) recommend that Shareholders vote in favour of Resolutions 2 and 3.

Resolution 4 – Re-election of Mr Henry Price as Director

Resolution 4 is an ordinary resolution.

Article 3.6 of the Constitution requires one third of all Directors, or if their number is not a multiple of three, then the number nearest one-third to retire at each annual general meeting. The Director(s) to retire under article 3.6 of the Constitution are those who have held office the longest since last being elected or appointed. Mr Sullivan and Mr Price were last re-elected as Directors on 24 November 2015 and have held office longest since last being elected or appointed. Mr Price has agreed to retire by rotation.

Article 3.5(a) of the Constitution states that a Director who retires under article 3.6 is eligible for re-election.

Resolution 4 provides that Mr Price retires by rotation and seeks re-election as a Director.

Mr Price has advised that he will resign from the Board upon the appointment of the next non-executive Director to the Board.

A brief resume of Mr Price together with details of any other directorships held by Mr Price and his length of service as a Director are contained in the Financial Report. As at 18 October 2017, being the last practical date prior to finalisation of this Notice, the Board considers that Mr Price is an independent Director.

The Board acknowledges that Mr Henry Price has been a long-serving Director of the Company with greater than nine years of service. The Board has formed the view that Mr Price has significant experience and still brings an independent contribution to the Board processes, and that his tenure does not compromise his ability to be classified as an independent Director.

The Chairman intends to exercise all available proxies in favour of Resolution 4.

Directors’ recommendation

The Directors (excluding Mr Price) recommend that Shareholders vote in favour of Resolution 4.

Resolution 5 – Renewal of Resolute Mining Limited Performance Rights Plan

Listing Rule approval

Resolution 5 is an ordinary resolution.

Shareholder approval is being sought to approve the issue of Performance Rights under the 2017 Performance Rights Plan so that the Company will satisfy Listing Rule 7.2 Exception 9(b) (as an exception to Listing Rule 7.1).

Listing Rule 7.1 provides that, without the approval of shareholders, an entity must not issue or agree to issue equity securities which amount to more than 15% of its issued share capital in any rolling 12 month period. However, Listing Rule 7.2 sets out a number of exceptions to Listing Rule 7.1. These exceptions include Exception 9(b), which relates to an issue under an employee incentive scheme if, within three years before the date of issue, shareholders have approved the issue of securities under the scheme.

If Resolution 5 is approved, all Performance Rights issued by the Company under the 2017 Performance Rights Plan (including the Shares issued on vesting of such Performance Rights) during the three year period from the date of the Meeting will be excluded from the 15% limit imposed by Listing Rule 7.1. In the absence of such approval, the issue of Performance Rights (and the Shares upon vesting of such Performance Rights) can still occur for the purposes of Chapter 7 of the Listing Rules, but those Performance Rights and Shares will be counted as part of the 15% limit which would otherwise apply during the relevant 12 month period.

Plan details

Under the 2017 Performance Rights Plan, senior executives are granted Performance Rights which represent a right to be issued or transferred Shares at a future point, subject to the satisfaction of vesting conditions. No exercise price is payable and eligibility to participate in the 2017 Performance Rights Plan is at the Board’s discretion.

The 2017 Performance Rights Plan enables the Company to make annual grants to senior executives so that LTIs form a key component of their total annual remuneration.

The LTI dollar value that senior executives will be entitled to receive is set at a fixed percentage of their annual fixed remuneration and ranges from 10% to 100% of fixed remuneration, depending on the participant’s level of seniority. This level of LTI is in line with current market practice.

The Board believes that the grants made under the under the 2017 Performance Rights Plan have served their purpose of acting as a key retention tool and focusing executives on future Shareholder value generation.

The grants made under the 2017 Performance Rights Plan remain subject to the satisfaction of challenging performance hurdles. Relative total shareholder return ( TSR ) continues to be an appropriate performance measure of the Company’s performance, and is commonly used by companies listed on the ASX.

Relative TSR is a forward-looking performance measure that drives continued and sustainable growth, measuring the return received by Shareholders from holding Shares over the three year performance period. No reward will be provided to senior executives unless the Company’s relative TSR performance positions it at the 60th percentile or greater against peers. No retesting will be permitted.

It is proposed that any Performance Rights will be issued to participants in accordance with the rules of the 2017 Performance Rights Plan. A copy of the 2017 Performance Rights Plan will be made available for inspection at the Company’s registered office before the Meeting and at the Meeting. A summary of the principal terms of the 2017 Performance Rights Plan is set out in Schedule 2 to this Explanatory Memorandum.

As at 18 October 2017, being the last practical date prior to finalisation of this Notice:
(a) a total of 5,108,389 Performance Rights have been granted under the 2016 Performance Rights Plan, being the last Performance Rights Plan that was approved by Shareholders (in 2016), and a total of 3,639,860 Performance Rights have lapsed since that date; and
(b) a total of 1,926,629 Performance Rights have been granted under the 2017 Performance Rights Plan since it was approved by the Board in 2017 (this does not include the Performance Rights to be issued to Mr Welborn the subject of Resolution 6). No Performance Rights under the 2017 Performance Rights have lapsed.

The Chairman intends to exercise all available proxies in favour of Resolution 5.

A voting exclusion statement for Resolution 5 is included in the Notice.

Proposed amendments from 2016 Performance Rights Plan

There have been no material changes to the style or design of the 2017 Performance Rights Plan since it was last approved by Shareholders at the 2016 Annual General Meeting other than:

(a) on cessation of employment:
(i) Performance Rights that have vested but have not been exercised will continue in force and remain exercisable in accordance with the 2017 Performance Rights Plan until the expiry date, unless the Board in its sole and absolute discretion determines otherwise, including where the employee has been terminated for serious misconduct and other reasons justifying termination without notice; and
(ii) unvested Performance Rights will be forfeited unless the Board in its sole and absolute discretion determines otherwise, including where the employee has been terminated due to death, retirement due to ill health and genuine redundancy. In such cases the Board may determine whether any vesting conditions and/or performance hurdles applicable to those Performance Rights have been satisfied and if so that vesting may be on a pro rata basis over the employee’s service period during the vesting period. Any such Performance Right will be not be determined or exercisable until the end of the vesting period; and
(b) eligible employees may request that some or all of their Performance Rights are held by a nominee who is:
(i) an immediate family member who is resident in Australia or in such other jurisdiction as the Board may approve in its absolute discretion;
(ii) a company incorporated in Australia or in such other jurisdiction as the Board may approve in its absolute discretion whose members comprise solely the eligible employee and their immediate family members; or
(iii) a company incorporated in Australia or in such other jurisdiction as the Board may approve in its absolute discretion which is the corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth)) of which the eligible employee is a director,

in each case, subject to such person being a person to whom the Company is permitted to issue Performance Rights without publishing a disclosure document. The Board has sole discretion to accept or reject a nominee.

Directors’ recommendation

The Chairman and non-executive Directors recommend that Shareholders vote in favour of Resolution 5 to approve the 2017 Performance Rights Plan. The Managing Director has an interest in the outcome of this Resolution and therefore does not consider it appropriate to make a recommendation to Shareholders.

Resolution 6 – Approval of annual grant of Performance Rights to Mr John Welborn

Background

Resolution 6 is an ordinary resolution.

Resolution 6 seeks Shareholder approval for the issue of 587,500 Performance Rights to Mr John Welborn (and/or his nominee). Resolution 6 is an ordinary resolution.

The LTI forms a key component of Mr Welborn’s total remuneration. A significant portion of his total remuneration is placed at-risk to better align his interests with those of Shareholders, to encourage the production of long-term sustainable growth and to assist with his retention.

Quantum

The quantum issued for the FY18 LTI grant covering the three year period ending 30 June 2020 has been determined with reference to current market practice (as at 30 June 2017). For FY18, the dollar value of the LTI grant to Mr Welborn is equivalent to 100% of his fixed remuneration which equals $705,000.

Under the accounting standard AASB 2 Share based Payments, the Company will recognise an expense in the income statement based on the fair value of the Performance Rights over the period from the grant date to the vesting date. The total of the fair value of the Performance Rights on the grant date of 1 July 2017 subject to Shareholder approval is approximately $1,599,102 (this does not include the Performance Rights to be issued to Mr Welborn the subject of Resolution 6)

Allocation methodology

The number of Performance Rights granted has been calculated by reference to the LTI quantum (ie. $705,000), which is divided by the face value ( FV ) of one Performance Right (equal to the Volume Weighted Average Price of a Resolute share for the 10 days leading up to the grant date of 1 July 2017 which quantified the FV as $1.20) as follows:

LTI quantum ($) = Number of Performance FV of one Performance Right Rights granted

Performance period

Performance is tested over a period of three years to ensure that sustainable Shareholder growth has been created.

Notwithstanding that a particular tranche may have passed the relative TSR and/or reserve/resource growth hurdles, no Performance Rights will vest unless Mr Welborn remains employed with the Company for the full three year period. It is only if the relevant performance hurdle is passed and the three year service condition is met that the relevant tranche of Performance Rights will vest and can be exercised and Shares awarded. If Mr Welborn ceases employment before the three year service condition is passed then he will forfeit his Performance Rights, unless otherwise determined by the Board in its sole and absolute discretion.

Vesting conditions and performance hurdles

Performance Rights are allocated to participants, with vesting subject to meeting performance hurdles (measured over the performance period) and remaining employed with the Company.

Performance hurdle	Description	Weighting
Relative Total Shareholder Return (TSR)	• TSR is calculated by taking into account the growth in a company’s share price over the performance period (i.e. three years) as well as the dividends received during that period. • Resolute’s TSR will be ranked against a peer group of companies (refer below for the current peer group). To measure performance and to determine the vesting outcome: • TSR of the companies in the peer group is calculated; • a percentile analysis is done to determine the percentile performance of the group in terms of median to 75th percentile performance; • Resolute’s TSR is calculated to determine what percentile in the peer group it relates to; and • this percentile determines how many Performance Rights will vest.	75%
Reserves and Resources Growth	• The Reserves and Resource Growth performance measures the change in Resolute’s Reserves and Resource level at the end of the performance period as compared to the commencement of the performance period, net of mining depletion. • Resolute’s overall change as at the end of the performance period will determine how many Performance Rights will vest.	25%

For the FY18 LTI grant, relative TSR performance will be assessed against the performance of a custom peer group of the following 16 ASX or TSX listed gold production companies of a similar size to Resolute as follows:

Alacer Gold Corporation • OceanaGold Corporation
• Evolution Mining Ltd • Teranga Gold Corporation • Perseus Mining Ltd • Silver Lake Resources Ltd • Regis Resources Ltd • Beadell Resources Ltd • Medusa Mining Ltd • Northern Star Resources Ltd • Westgold Resources Ltd • Ramelius Resources Ltd • Endeavour Mining Ltd • Saracen Mineral Holdings Ltd • St Barbara Ltd • Troy Resources Ltd

The vesting schedule for the portion of the LTI linked to the relative TSR performance is as follows:

Relative TSR performance	Performance Vesting Outcomes
Less than 60th percentile	0% vesting
At the 60th percentile	50% vesting

Between 60thand 75th percentile	Between 50% and 100% vesting, calculated on a linear pro rata basis.
At or above 75th percentile	100% vesting

Note that Performance Rights that satisfy the relative TSR performance hurdle will be performancequalified only and will not vest and become exercisable until the third anniversary of the grant date.

The vesting schedule for the portion of the LTI linked to the reserves/resource growth performance is as follows:

Reserves and Resources Growth performance	Performance Vesting Outcomes
Reserves and Resources depleted	0% vesting
Reserves and Resources maintained	50% vesting
Reserves and Resources grown by up to 30%	Between 50% and 100% vesting, calculated on a linear pro rata basis.
Reserves and Resources grown by 30% or more	100% vesting

No Performance Rights will vest unless Resolute’s Reserves and Resources are maintained or grown as at the end of the relevant performance period.

There will be no retesting of performance. Any Performance Rights that fail to become exercisable due to a failure to satisfy the vesting conditions will lapse and be forfeited.

Chapter 2D of Corporations Act

In accordance with section 200B of the Corporations Act, subject to certain exceptions, the Company must not give a benefit in connection with a person's retirement from an office unless it obtains Shareholder approval.

The Performance Rights may, subject to the Board's discretion, vest upon termination of Mr Welborn's employment. The Board has formed the view should this occur, the affected Performance Rights may constitute a benefit in connection with Mr Welborn's retirement from office under section 200B.

Section 200B applies where the benefit is given to a person whose details were included in the Directors’ Report for the previous financial year. Mr Welborn's details were included in the 2016 Directors’ Report of the Company. The Company is therefore seeking Shareholder approval under section 200E in connection with potential vesting of the Performance Rights being granted to Mr Welborn.

The value of the termination benefits connected to the Performance Rights cannot presently be ascertained but matters, events and circumstances that will, or likely to, affect the calculation of that value include:

(a) the number of Performance Rights that vest;
(b) the market price of Shares on ASX on the last ASX trading day before the date of calculation; and
(c) the status of the vesting conditions attaching to the Performance Rights at the time Mr Welborn's employment ceases.

Chapter 2E of Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

Mr Welborn, as a Director, is a related party of the Company.

The Board (excluding Mr Welborn) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed grant of Performance Rights as the grant constitutes reasonable remuneration for the purposes of section 211 of the Corporations Act.

Listing Rule 10.14

In accordance with Listing Rule 10.14, the Company must not issue or agree to issue equity securities to a Director unless it first obtains Shareholder approval.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not

required.

Specific information required by Listing Rule 10.15 is provided as follows:

(a) The Performance Rights will be granted to Mr Welborn (Chief Executive Officer and Managing Director) (and/or his nominee).
(b) Subject to Shareholder approval being obtained, the number of Performance Rights to be granted to Mr Welborn has been determined by the allocation methodology formula outlined above (being 587,500 Performance Rights).
(c) The Performance Rights will be granted within one month of the date of the Meeting.
(d) Since the 2016 Performance Rights Plan was approved by Shareholders, Mr John Welborn, being the only person referred to in Listing Rule 10.14 who received securities under the 2016 Performance Rights Plan, received 2,564,000 Performance Rights at no acquisition price (of which none have lapsed or expired).
(e) As at 18 October 2017, being the last practical date prior to finalisation of this Notice, Mr Welborn is the only person declared by the Board to be eligible to be granted Performance Rights under the 2017 Performance Rights Plan that is covered by Listing Rule 10.14 (i.e. a Director, an associate of the Director, or a person whose relationship with the Company, Director or associate of the Director is, in ASX’s opinion, such that approval should be obtained).
(f) No consideration is payable by Mr Welborn at the time of grant of the Performance Rights or upon the allocation of Shares to which Mr Welborn may become entitled to on the vesting of some or all of the Performance Rights. The grant of Performance Rights has vesting conditions attached to it as set out above.
(g) A voting exclusion statement for this Resolution is included in the Notice.
(h) There will be no funds raised by the Company as a result of the grant of the Performance Rights to Mr Welborn or upon the allocation of Shares to which Mr Welborn may become entitled to on the vesting of some or all of the Performance Rights.
(i) No loan will be provided by the Company to Mr Welborn in relation to the grant of the Performance Rights.

Listing Rule 10.19

Listing Rule 10.19 provides that, without the approval of ordinary shareholders, an entity must ensure that no Officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all Officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules.

The Company is also seeking Shareholder approval for the purposes of Listing Rule 10.19 as the Performance Rights may, subject to the Board's discretion, vest upon termination of Mr Welborn's employment. The value of the termination benefit payable to Mr Welborn depends on a number of factors, including the value of the Company's equity interests which vary over time. Accordingly, it is possible that the provision of the benefit associated with the acceleration of the vesting of Performance Rights may exceed 5% of the equity interests of the Company at the relevant time.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 6.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 6, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 6 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Directors’ recommendation

The Directors (excluding Mr Welborn) recommend that Shareholders vote in favour of Resolution 6 to approve the grant of Performance Rights under the 2017 Performance Rights Plan to Mr Welborn.

Resolution 7 – Approval of Potential Termination Benefits under the 2017 Performance Rights Plan

Background

Resolution 7 is an ordinary resolution.

Part 2D.2 of the Corporations Act restricts the benefits that can be given to persons who hold a 'managerial or executive office' (as defined in the Corporations Act) on leaving their employment with the Company or any of its related bodies corporate, unless an exception applies. As at 18 October 2017, being the last practical date prior to finalisation of this Notice, the following persons, who fall within the definition of a person who holds a 'managerial or executive office', have been granted Performance Rights under the Company’s previous Performance Rights Plans and the 2017 Performance Rights Plan:

(a) Mr John Welborn who holds 4,079,000 Performance Rights and, if Resolution 6 is approved, 4,666,500 Performance Rights;
(b) Mr Peter Beilby who holds 1,350,223 Performance Rights;
(c) Mr Paul Henharen who holds 469,530 Performance Rights;
(d) Ms Vanessa Hughes who holds 254,800 Performance Rights;
(e) Ms Lee-Anne de Bruin who holds 424,667 Performance Rights;
(f) Ms Amber Stanton who holds 162,500 Performance Rights;
(g) Mr David Kelly who holds 374,310 Performance Rights; and
(h) Mr Bruce Mowat who holds 282,948 Performance Rights,

(collectively, the Key Officeholders ).

Under section 200B of the Corporations Act, a company may only give a person who holds a managerial or executive office, a benefit in connection with their retirement from their position of employment in the company or its related bodies corporate if the benefit is approved by shareholders or an exemption applies. A person who holds a managerial or executive office includes a member of Key Management Personnel. The Key Officeholders are either all members of Key Management Personnel or hold managerial or executive offices.

Provided shareholder approval is given, the value of the termination benefits may be disregarded when applying section 200F(2)(b) or section 200G(1)(c) of the Corporations Act (i.e. the approved benefit will not count towards the statutory cap under the legislation).

A benefit includes automatic, or accelerated, vesting of share-based payments for a person on, or as a result of, retirement from their position of employment in the company. The Board possesses the discretion to determine, in the event that a participant ceases employment, office or engagement with the Company (or a subsidiary) before the vesting of their Performance Rights, that some or all of their Performance Rights will not lapse. Accordingly, the Board has formed the view that should this occur, it may constitute a benefit in connection with retirement from office.

Listing Rule 10.19

ASX Listing Rule 10.19 provides that, without the approval of ordinary shareholders, an entity must ensure that no Officer of the entity or any of its child entities will be, or may be, entitled to termination benefits if the value of those benefits and the termination benefits that are or may become payable to all Officers together exceed 5% of the equity interests of the entity as set out in the latest accounts given to ASX under the Listing Rules.

Depending upon the value of the termination benefits (see above), and the equity interests of the Company at the time such benefits may crystallise, it is uncertain if such payment would exceed this 5% threshold. Accordingly, Shareholder approval is being sought in case the value of the termination benefits exceeds this 5% threshold at the relevant time.

Accordingly, Shareholder approval is also sought for all purposes including Part 2D.2 of the Corporations Act and Listing Rule 10.19 to approve the giving of benefits under the 2017 Performance Rights Plan to a person by the Company in connection with that person ceasing to be an Officer of, or ceasing to hold a managerial or executive office in, the Company (or subsidiary of the Company) on the terms and conditions in this Explanatory Memorandum.

Requirements of Part 2D.2 of the Corporations Act

Under the terms of the 2017 Performance Rights Plan, the Board possesses the discretion to determine, in the event that a participant ceases employment, office or engagement with the Company (or a subsidiary) before the vesting of their Performance Rights, that some or all of their Performance Rights will not lapse.

The Board’s current intention is to only exercise this discretion in favour of a ‘good leaver’ under the 2017 Performance Rights Plan.

Exercising discretion in this manner may constitute a 'benefit’ for the purposes of section 200B of the Corporations Act and Listing Rule 10.19. The Company is therefore seeking Shareholder approval for the exercise of the Board’s discretion in respect of the Key Officeholders.

The value of any benefit relating to any Performance Rights held by each Key Officeholder arising from their retirement from their office cannot be determined in advance. This is because various matters will or are likely to affect that value. In particular, the value of a particular benefit will depend on factors such as the Company's share price at the time of vesting and the number of Performance Rights that will vest. The following additional factors may also affect the benefit's value:

(a) the circumstances in which the participant ceases employment or Office;
(b) the participant’s length of service and the status of the vesting conditions attaching to the relevant Performance Rights at the time the participant’s employment, Office or contractual arrangement ceases;
(c) the participant’s base salary at the time the relevant Performance Rights or underlying Shares were granted to the participant and the time they ceases employment or Office;
(d) the number of unvested Performance Rights that the participant holds at the time they cease employment, office or contractual arrangement; and
(e) any other factors that the Board considers relevant when exercising its discretion.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 7.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 7, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 7 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Directors' recommendation

The Directors (other than Mr Welborn) recommend that Shareholders vote in favour of Resolution 7. Mr Welborn, who is a Key Officeholder, has an interest in the outcome of this Resolution and therefore does not consider it appropriate to make a recommendation to Shareholders.

Resolution 8 – Approval of Deeds of Indemnity Insurance and Access

Background

Resolution 8 is an ordinary resolution.

The following persons have entered into deeds of access, indemnity and insurance with the Company ( Deed of Indemnity, Insurance and Access ):

(a) Peter Sullivan;
(b) Henry Price;
(c) Marthinus Botha;
(d) John Welborn;
(e) Yasmin Broughton;
(f) Mark Potts;
(g) Lee-Anne de Bruin;
(h) David Kelly; and
(i) Amber Stanton,

(collectively, the Indemnified Persons ).

The Company entered into a Deed of Indemnity, Insurance and Access with each Indemnified Person at or after the time they were or were expected to become an Officer of a Group Company.

Given the duties and responsibilities of Officers and their potential liabilities, the Board considers it appropriate that each Officer be suitably protected from certain claims made against them. The proposed protection will not apply to the extent it is prohibited by the Corporations Act.

As a person may be called to account for his or her actions several years after ceasing to hold Office, it is considered reasonable that suitable protection should extend for a period of time after an Officer has ceased to hold Office.

It is generally recognised that an Officer or former Officer of a company may face considerable difficulty in properly answering or defending any claim made against him or her, particularly, as is often the case, where the claim is brought after the Officer ceases to hold Office. Difficulties may arise by reason of the following:

(a) No indemnity after cessation of Office

While a company's constitution provides Officers with an indemnity in respect of claims made while they hold Office, the indemnity arguably ceases if they cease to hold Office and does not extend to cover roles as an Officer of a body corporate associated with the company. Without the benefit of an indemnity, the cost of defending such a claim in respect of the actions of an Officer or former Officer, even if the claim is ultimately proven to be without merit, can be considerable and beyond the financial resources of the individual Officer.

(b) Maintenance of insurance policies

Officers' insurance policies generally only provide cover for claims made during the currency of the insurance policy. Generally, unless insurance premiums continue to be paid after the time an Officer ceases to hold Office, claims made after cessation of Office will not be covered by the insurance policy. The cost to a former Officer of personally maintaining insurance cover after ceasing to hold Office can be prohibitive, particularly given the number of years for which insurance must be maintained and given the former Officer is unlikely to be receiving income from the company.

(c) Access to Board papers

In accordance with section 198F of the Corporations Act, Officers have a right to inspect the books of the Company:

(i) whilst they hold Office; and
(ii) for seven years after ceasing to hold Office,

at all reasonable times for the purposes of a legal proceeding to which the Officer is a party, that the Officer proposes in good faith to bring or that the Officer has reason to believe will be brought against him or her.

Despite this statutory right, Officers may require access to company documents which are relevant to the Officer's Office and not strictly required for the purpose of anticipated, threatened or commenced legal proceedings. Furthermore, although a proceeding may be instituted within six years after a cause of action arises, that six year period is calculated from the date the damage is found to have occurred – this may be long after the conduct which allegedly caused the damage occurred.

Given these difficulties, a person may be unwilling to become or to remain as an Officer of a company without suitable protection being provided by the company. The benefit to such company in providing such protection is that it will continue to be able to attract persons of suitable expertise and experience to act as Officers.

Summary of the Deeds of Indemnity, Insurance and Access

The Company has entered into Deeds of Indemnity, Insurance and Access which require:

(a) the Company to indemnify each Indemnified Person during their Office and after the cessation of that Office, in respect of certain claims made against that Indemnified Person in relation to the period of their Office to the extent allowable under the Corporations Act;
(b) the Company to use its reasonable endeavours (subject to cost and availability) to maintain an insurance policy and pay the premiums of insurance as assessed at market rates for each Indemnified Person to the extent available under the Corporations Act, in respect of certain claims made against him or her in relation to the period of his or her Office (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company) and to continue to pay those premiums for a period of up to seven years following the termination of their Office; and
(c) the Company to provide each Indemnified Person with access, upon ceasing to hold Office and for a period of up to seven years following that cessation, to any Group Company records which are either prepared by or provided to the Indemnified Person during the Retention Period.

Summary of the indemnity and insurance provisions in the Corporations Act

In considering Resolution 8, please note the following limitations in the Corporations Act concerning the provision of indemnities and insurance to Officers. The Deeds of Indemnity, Insurance and Access for which Shareholder approval is sought under Resolution 8 comply with these limitations.

(a) Section 199A of the Corporations Act

The Corporations Act sets out specific prohibitions to the Company’s ability to grant indemnities for liabilities and legal costs.

The Company is prohibited from indemnifying its Officers against a liability if it is a liability:

(i) to the Company and any of its related bodies corporate;
(ii) to a third party that arose out of conduct involving a lack of good faith; or
(iii) for a pecuniary penalty order or a compensation order under the Corporations Act (such orders being made for breaches such as breaches of the Officer's duties, the related party rules and insolvent trading rules).

The Company is also prohibited from indemnifying its Officers against legal costs incurred:

(i) in defending actions where an Officer is found liable for a matter for which he or she cannot be indemnified by the Company as set out immediately above;
(ii) in defending criminal proceedings where the Officer is found guilty;
(iii) in defending proceedings brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to be established; or
(iv) in connection with proceedings for relief to the director under the Corporations Act where the court denies the relief.

(b) Section 199B of the Corporations Act

If the Company, or a related body corporate of the Company, pays the premium on an insurance policy in favour of an Officer, section 199B of the Corporations Act requires the Company to ensure that the relevant contract of insurance does not cover liabilities incurred by the Officer arising out of conduct involving either:

(i) a wilful breach of duty in relation to the Company; or
(ii) contravention of the provisions relating to an Officer making improper use of information or improper use of his or her position for his or her advantage or gain, or to the detriment of the Company.

Shareholder approval

Resolution 8 seeks Shareholder approval in accordance with the following provisions of the Corporations Act:

(a) Section 200B of the Corporations Act

In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from an Office, the Company must obtain Shareholder approval in the manner set out in section 200E of the Corporations Act.

The Directors consider that as the:

(i) proposed payment of insurance premiums;
(ii) benefit of the indemnity in relation to liabilities incurred during the period an Indemnified Person holds Office; and
(iii) Indemnified Person's access to Group Company records,

continue for a period of up to seven years after the Indemnified Person ceases to hold Office, each may be viewed as the provision of a benefit given 'in connection with' the Indemnified Person’s retirement for the purposes of section 200B of the Corporations Act.

(b) Section 208 of the Corporations Act

For the purposes of section 208 of the Corporations Act, some of the Indemnified Persons are considered to be related parties of the Company.

The provision of insurance and indemnity to existing and future Officers may involve the provision of a financial benefit to related parties of the Company within the prohibition in Chapter 2E of the Corporations Act. The Directors consider that the payment of insurance premiums and the provision of indemnities by the Company are 'reasonable in the circumstances' of the Company and therefore (in respect of the indemnities and payment of insurance premiums with regard to the liabilities of Officers incurred as Officers) fall within an exception to the prohibition in Chapter 2E of the Corporations Act. However, given the indemnities and payment of insurance premiums extend to the liabilities of Indemnified Persons in their capacity as Officers, the Company considers that the reasonable nature of the provision of any indemnity or insurance is an appropriate matter for the Shareholders.

In accordance with sections 200E and 219 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed resolution:

(i) The Company has taken out an insurance policy which will provide insurance cover for each Indemnified Person against all permitted liabilities incurred by the Indemnified Persons acting as an Officer (except to the extent such insurance cannot be procured at a reasonable cost or is otherwise unavailable to the Company).
(ii) The insurance premiums payable will be calculated at market rates applicable from time to time.
(iii) Some of the Indemnified Persons are related parties of the Company to whom the proposed Resolution would permit the giving of a benefit.

(iv) The nature of the benefit to be given to each of the Indemnified Persons is the benefit under the Deeds of Indemnity, Insurance and Access, the terms of which are summarised above.
(v) The reasons and basis for the benefit are set out above.
(vi) The Directors received the following remuneration and emoluments from the Company (including share based payments) in the Financial Year ending 30 June 2017:

		Short-term	Short-term
Name of Director	Base Remun- eration	Non Monetary Benefits	Short Term Incentive	Annual Leave Expense	Super- annuation	Long Service Leave Expense	Share Based Payments	Total
P. Sullivan	68,591	13,600	-	-	7,808	-	(54,012)	35,987
H. Price	55,000	-	-	-	35,000	-	-	90,000
M. Botha	90,000	-	-	-	-	-	-	90,000
J. Welborn	649,037	-	394,274	54,005	30,000	12,682	864,239	2,004,237
M. Potts	550	-	-	-	-	-	-	550
Y. Broughton	550	-	-	-	-	-	-	550

(vii) The Directors expect to receive the following remuneration and emoluments from the Company (including share based payments) in the Financial Year ending 30 June 2018:

	Short-term	Short-term	Short-term	Short-term
Name of Director	B				Super-	Long Service	Share Based Payments	Total
	ase R	Non	Short	Annual
	emun- eration	Monetary	Term	Leave Expense	annuation	Leave
		Benefits	Incentive
						Expense

P. Sullivan	68,592	13,600	-		7,808	-	0	90,000
H. Price	65,000	-	-		25,000	-	-	90,000
M. Botha	175,000	-	-		-	-	-	175,000
J. Welborn	680,000	-	372,769***	51,858*	25,000	34,179**	1,511,348	2,675,154
M. Potts	90,000	-	-		-	-	-	90,000
Y.Broughton	90,000	-	-		-	-	-	90,000

John Welborn annual leave expense based on forecast to 30 June 2018 and presumption of no annual leave taken during the year.
** John Welborn long service leave expense based on forecast to 30 June 2018.
*** John Welborn short term incentive based on company performance of target and individual performance score rating of 2.

(viii) The current relevant interests in security holdings of the Directors as at 18 October 2017, being the last practical date prior to finalisation of this Notice, are as follows:


		Number of
Name of Director	Number of ordinary shares	Performance Rights
P. Sullivan	3,240,674	-
H. Price	194,754
M. Botha	-	-
J. Welborn	911,478	4,079,000
M. Potts	26,825	-
Y. Broughton	-	-
Total	4,373,731	4,079,000

(ix) None of the Directors consider it appropriate to make a recommendation to Shareholders about the proposed Resolution as each holds an interest in the benefit proposed to be given by the Company to them, because each is an Indemnified Person.
(x) Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by the proposed Resolution.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 8.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 8, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 8 is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Directors’ recommendation

Each of the Directors have an interest in the outcome of Resolution 8 and accordingly do not make a voting recommendation to Shareholders.

Resolution 9 – Adoption of New Constitution

Background

Resolution 9 seeks Shareholder approval for the adoption of a New Constitution in accordance with section 136 of the Corporations Act.

The current Constitution was drafted in 2001. Since that time, there have been a number of amendments to the Corporations Act, the Listing Rules and other applicable laws and rules which impact the Company. Accordingly, the Company has conducted a review of the Constitution to bring it into line with current law and best market practice. The changes introduced affect numerous provisions in the Constitution.

A full copy of the New Constitution is provided in Schedule 3.

A copy of the New Constitution will be sent to any Shareholder on request and will also be available for inspection at the office of the Company during normal business hours prior to the Meeting and available for inspection at the Meeting.

The New Constitution will be effective from the close of the Meeting.

Resolution 9 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 9.

Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 9.

Resolution 10 – Approval under section 195

Resolution 10 is an ordinary resolution. In accordance with section 195 of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a 'material personal interest' are being considered.

The Directors may have a material personal interest in the outcome of Resolution 8.

In the absence of Resolution 10, the Directors may not be able to form a quorum at Directors’ meetings necessary to carry out the terms of Resolution 8. The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Chairman's intentions

The Chairman intends to exercise all available proxies in favour of Resolution 10.

Directors’ recommendation

Each of the Directors have an interest in the outcome of Resolution 10 and accordingly do not make a voting recommendation to Shareholders.

Schedule 1 – Definitions

In the Notice (which includes the Explanatory Memorandum), words importing the singular include the plural and vice versa.

$ means Australian Dollars.

2016 Performance Rights Plan means the 2016 Resolute Mining Limited Equity Incentive Plan which was approved by Shareholders at the Company’s 2016 annual general meeting, as amended from time to time.

2017 Performance Rights Plan means the 2017 Resolute Mining Limited Equity Incentive Plan as amended from time to time.

Annual Report means the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2017.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting or any part of the Meeting.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means Resolute Mining Limited ABN 39 097 088 689.

Constitution means the Constitution of the Company as at the commencement of the Meeting.

Corporations Act means Corporations Act 2001 (Cth).

Deed of Indemnity, Insurance and Access has the meaning given to that term on page 18.

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under chapter 2M of the Corporations Act of the Company and its controlled entities.

Group means the Company, its Subsidiaries and any Outside Entities.

Group Company means any existing or future member of the Group.

Indemnified Persons has the meaning given to that term on page 18.

Insurance Run-Off Period has the meaning given in Resolution 8.

Key Management Personnel means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).

Key Officeholders has the meaning given to that term on page 16.

Listing Rules means the listing rules of the ASX.

LTI means long term incentive.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice means this notice of meeting which is comprised of the notice, agenda, Explanatory Memorandum and Proxy Form.

New Constitution means the constitution of the Company to be adopted pursuant to Resolution 9.

Performance Right means an entitlement granted to a participant pursuant to one of the Company’s performance rights plans to receive one Share subject to the satisfaction of applicable vesting conditions.

Proxy Form means the proxy form attached to the Notice.

Office means an office as an Officer.

Officer has the same meaning, as the context requires, given in paragraphs (a) and (b) of the definition of 'officer' of a corporation, or in paragraphs (a) and (b) of the definition of 'officer' of an entity that is neither an individual nor a corporation, in each case in section 9 of the Corporations Act.

Outside Entity means a body corporate or other entity of which an Officer has been appointed as an Officer either at the request of the Company or a Relevant Company or in connection with the Officer’s role as an Officer of the Company or a Relevant Company.

Relevant Company means any Subsidiary of the Company.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Retention Period means the period commencing on the later of:

(a) the date being seven years before the date of the applicable Deed of Indemnity, Insurance and Access; or
(b) the date of the incorporation of the Company, a Relevant Company or an Outside Entity,

and expiring on the date seven years after the applicable Officer ceases to be an Officer.

Schedule means a schedule to this Notice.

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

Shareholder means a shareholder of the Company.

Subsidiary has the meaning given in section 9 of the Corporations Act and refers to any corporation of that kind whenever it becomes a subsidiary.

TSR means total shareholder return.

WST means Western Standard Time, being the time in Perth, Western Australia.

Schedule 2 – Summary of 2017 Performance Rights Plan Rules

A summary of the rules of the 2017 Performance Rights Plan ( Plan ) is set out below:

Eligibility:	The Plan is open to full time and part-time employees of the Company or its related bodies corporate (Group), executive Directors of any member of the Group, and any other person who is declared by the board of the Company (Board) to be eligible to participate in the Plan. Eligible employees may request that some or all of their Performance Rights are held by a Nominee (as defined in the Plan), however the Board has sole discretion to accept or reject a Nominee.
Instruments:	The Plan allows the Board to grant Performance Rights, with each Performance Right representing a right to acquire one Share, provided that the relevant vesting conditions are satisfied.
Equity pool:	The number of Performance Rights granted under the Plan (Awards), and the number of Shares underlying any Awards, granted on any day must not exceed the maximum permitted under any ASIC Class Order (including, without limitation, ASIC CO [14/1000]) providing relief from the disclosure regime of the Corporations Act to ensure compliance with any such ASIC Class Order.
Grant of Performance Rights:	The individual grants of Performance Rights to those eligible to participate in the Plan will be as determined by the Board in its sole and absolute discretion, subject to any necessary Shareholder approvals. In line with current market practice, the CEO is currently provided with a LTI allocation equal to 100% of fixed remuneration and the other senior executives are provided with a LTI allocation equal to 10-65% of fixed remuneration, depending on the participant’s level of seniority.
Grant date:	The timing and frequency of the grant of Performance Rights will be as determined by the Board in its sole and absolute discretion.
Exercise price:	Performance Rights will be granted with a nil exercise price.
Life of Performance Rights:	Unless otherwise determined by the Board in its sole and absolute discretion, Performance Rights granted will have a maximum life of 15 years, such that if they are not exercised before the 15 year anniversary of their grant (Expiry Date) they will lapse.
Transferability of Performance Rights:	Performance Rights will not be transferable, other than: • to a nominated party of a participant, where the Board determines that the participant may do so: • with the prior consent of the Board: or • on a participant’s death, to the participant’s legal personal representative.
Rights attaching to Performance Rights:	Participants will have no voting or dividend rights until performance Rights are exercised and the participants hold Shares.
Vesting conditions:	The vesting of Performance Rights will be conditional on the satisfaction of any vesting conditions which the Board has determined will attach to any Performance Rights.
Vesting notification:	When a Performance Right vests, the Company will issue a vesting notification to the relevant participant, after which the vested Performance Right will be exercised upon completion by the participant of an exercise notice within a period specified by the Board.

Lapsing conditions:	Unless otherwise determined by the Board in its sole and absolute discretion, any unvested Performance Rights will lapse on the earlier of: • the cessation of a participant’s employment or office (subject to the rules governing cessation of employment summarised below); • where a participant has acted fraudulently, dishonestly or wilfully breaching their duties; • if an applicable vesting condition and/or performance hurdle are not, or, in the opinion of the Board, cannot be, achieved by the relevant time; or • the Expiry Date.
Cessation of employment or office:	On cessation of employment: • Performance Rights that have vested but have not been exercised will continue in force and remain exercisable in accordance with the Plan until the expiry date, unless the Board in its sole and absolute discretion determines otherwise, including where the employee has been terminated for serious misconduct and other reasons justifying termination without notice; and • unvested Performance Rights will be forfeited unless the Board in its sole and absolute discretion determines otherwise, including where the employee has been terminated due to death, retirement due to ill health and genuine redundancy. In such cases the Board may determine whether any vesting conditions and/or performance hurdles applicable to those Performance Rights have been satisfied and if so that vesting may be on a pro rata basis over the employee’s service period during the vesting period. Any such Performance Right will be not be determined or exercisable until the end of the vesting period.
Rights attaching to Share:	All Shares acquired by participants upon the exercise of Performance Rights will rank equally with existing Shares on and from the date of acquisition.
Disposal restrictions on Shares:	Prior to the grant of any Performance Rights, the Board may impose disposal restrictions on Shares acquired by participants following the exercise of Performance Rights, for example, by way of the use of an employee share trust or an Australian Securities Exchange holding lock. During any Share disposal restriction period, participants will have full dividend and voting rights.
Change of control event:	A change of control event occurs if: • a person or entity becomes a legal or beneficial owner of 50% or more of the issued share capital of the Company; or • a person or entity becomes entitled to, acquires, holds or has an equitable interest in more than 50% of the issued share capital of the Company. In the event of a change of control event occurring, the Board may determine, in its sole and absolute discretion, the manner in which all unvested and vested Performance Rights will be dealt with.
Bonus issues:	Subject to the Listing Rules, if there is a bonus issue to the holder of Shares, then the number of Shares over which a Performance Right is exercisable will be increased by the number of Shares which the holder of the Performance Right would have received if the Performance Right had been exercised before the record date for the bonus issue.

Pro rata issues:	If the Company makes a pro rata issue to the holder of Shares, then due to Performance Rights having a nil exercise price, no adjustment will be required.
Reorganisation:	In the event of any reorganisation (including consolidation, sub-division, reduction, return or cancellation) of the issue capital of the Company, the number of Performance Rights to which each participant is entitled will be changed in accordance with the Listing Rules.
Buy-back:	The Company may buy-back Performance Rights and/or Shares acquired upon exercise of Performance Rights in accordance with the rules of the Plan.

Schedule 3 – New Constitution

Constitution of Resolute Mining Limited

ACN 097 088 689

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1.	PRELIMINARY	PRELIMINARY	1
	1.1	Replaceable rules	1
	1.2	Definitions	1
	1.3	Interpretation of this document	2
2.	LISTING RULES		3
3.	DIRECTORS		4
	3.1	Number of Directors	4
	3.2	Eligibility	4
	3.3	Appointment by the Board	4
	3.4	Election by general meeting	4
	3.5	Eligible candidates	4
	3.6	One third of Directors retire annually	5
	3.7	Selection of Directors to retire	5
	3.8	Time of retirement	5
	3.9	Cessation of Director's appointment	5
	3.10	Removal from office	6
	3.11	Too few Directors	6
4.	ALTERNATE DIRECTORS		6
	4.1	Appointment of Alternates	6
	4.2	Notice of Board meetings	6
	4.3	Obligations and entitlements of Alternates	6
	4.4	Termination of appointment	7
	4.5	Appointments and revocations in writing	7
5.	POWERS OF THE BOARD		7
	5.1	Powers generally	7
	5.2	Exercise of powers	7
6.	EXECUTING NEGOTIABLE INSTRUMENTS		7
7.	MANAGING DIRECTOR		8
	7.1	Appointment and power of Managing Director	8
	7.2	Retirement and removal of Managing Director	8
	7.3	Multiple Managing Directors	8
	7.4	Termination of appointment of Managing Director	8
8.	DELEGATION OF BOARD POWERS		9
	8.1	Power to delegate	9
	8.2	Power to revoke delegation	9
	8.3	Terms of delegation	9
	8.4	Proceedings of committees	9

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9.	DIRECTOR'S DUTIES AND INTERESTS	DIRECTOR'S DUTIES AND INTERESTS	9
	9.1	Compliance with duties under the Act	9
	9.2	Director not disqualified from holding other offices etc	9
	9.3	Disclosure of interests	9
	9.4	Director interested in a matter	10
	9.5	Agreements with third parties	10
	9.6	Obligation of secrecy	10
	9.7	Director to give information to Company and ASX	10
10.	DIRECTORS' REMUNERATION		11
	10.1	Remuneration of Executive Directors	11
	10.2	Remuneration of non-executive Directors	11
	10.3	Additional Remuneration for extra services	11
	10.4	Expenses of Directors	11
	10.5	Directors' retirement benefits	12
11.	OFFICERS' INDEMNITY AND INSURANCE		12
	11.1	Indemnity	12
	11.2	Insurance	12
	11.3	Former officers	12
	11.4	Deeds	13
12.	BOARD MEETINGS		13
	12.1	Convening Board meetings	13
	12.2	Notice of Board meeting	13
	12.3	Use of technology	13
	12.4	Chairing Board meetings	13
	12.5	Quorum	13
	12.6	Majority decisions	14
	12.7	Procedural rules	14
	12.8	Written resolution	14
	12.9	Additional provisions concerning written resolutions	14
	12.10	Valid proceedings	14
13.	MEETINGS OF MEMBERS		15
	13.1	Annual general meeting	15
	13.2	Calling meetings of members	15
	13.3	Notice of meeting	15
	13.4	Postponement or cancellation	15
	13.5	Fresh notice	15
	13.6	Notice to joint holders of shares	16
	13.7	Technology	16
	13.8	Accidental omission	16
	13.9	Class meetings	16
14.	PROCEEDINGS AT MEETINGS OF MEMBERS		16
	14.1	Member present at meeting	16
	14.2	Quorum	16
	14.3	Quorum not present	16
	14.4	Chairing meetings of members	16
	14.5	Attendance at meetings of members	17

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ii.

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	14.6	Members rights suspended while call unpaid	17
	14.7	Chairman's powers at a meeting of members	17
	14.8	Admission to general meetings	18
	14.9	Adjournment	18
	14.10	Business at adjourned meetings	18
15.	PROXIES, ATTORNEYS AND REPRESENTATIVES		18
	15.1	Appointment of proxies	18
	15.2	Member's attorney	19
	15.3	Deposit of proxy forms and powers of attorney	19
	15.4	Evidence of proxy forms, powers of attorney and other
		appointments	19
	15.5	Corporate representatives	19
	15.6	Standing appointments	19
	15.7	Suspension of proxy or attorney's powers if member present	20
	15.8	Priority of conflicting appointments of attorney or representative	20
	15.9	More than 2 current proxy appointments	20
	15.10	Continuing authority	20
16.	ENTITLEMENT TO VOTE		21
	16.1	Determining voting entitlements	21
	16.2	Number of votes	21
	16.3	Casting vote of Chairman	22
	16.4	Votes of joint holders	22
	16.5	Votes of transmittees and guardians	22
	16.6	Voting restrictions	22
	16.7	Decision on right to vote	22
17.	HOW	VOTING IS CARRIED OUT	23
	17.1	Method of voting	23
	17.2	Demand for a poll	23
	17.3	When and how polls must be taken	23
18.	SECRETARY		23
	18.1	Appointment of Secretary	23
	18.2	Terms and conditions of office	24
	18.3	Cessation of Secretary's appointment	24
	18.4	Removal from office	24
	18.5	Secretary to give information to Company	24
19.	MINUTES		24
	19.1	Minutes must be kept	24
	19.2	Minutes as evidence	25
	19.3	Inspection of minute books	25
20.	COMPANY SEALS		25
	20.1	Common seal	25
	20.2	Use of seals	25
	20.3	Fixing seals to documents	25

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iii.

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21.	FINANCIAL REPORTS AND AUDIT	FINANCIAL REPORTS AND AUDIT	25
	21.1	Company must keep financial records	25
	21.2	Financial reporting	26
	21.3	Audit	26
	21.4	Inspection of financial records and books	26
22.	SHARES		26
	22.1	Issue at discretion of Board	26
	22.2	Preference and redeemable preference shares	26
	22.3	Restrictions on issue	26
	22.4	Brokerage and commissions	26
	22.5	Surrender of shares	26
	22.6	Variation of rights	27
23.	CERTIFICATES		27
	23.1	Uncertificated securities	27
	23.2	Certificated shares	27
	23.3	Multiple certificates and joint holders	27
	23.4	Lost and worn out certificates	27
24.	REGISTER		28
	24.1	Joint holders	28
	24.2	Non-beneficial holders	28
25.	PARTLY PAID SHARES		28
	25.1	Fixed instalments	28
	25.2	Prepayment of calls	28
	25.3	Calls made by Board	29
	25.4	Notice of call	29
	25.5	Classes of shares	29
	25.6	Obligation to pay calls	29
	25.7	Called Amounts	29
	25.8	Proof of call	29
	25.9	Forfeiture notice	30
	25.10	Forfeiture	30
	25.11	Disposal and re-issue of forfeited shares	30
	25.12	Notice of forfeiture	30
	25.13	Cancellation of forfeiture	31
	25.14	Effect of forfeiture	31
	25.15	Application of proceeds	31
	25.16	Title of new holder	31
	25.17	Mortgage of uncalled capital	31
26.	COMPANY LIENS		32
	26.1	Existence of liens	32
	26.2	Sale under lien	32
	26.3	Protection of lien	32
	26.4	Indemnity for payments required to be made by the Company	32
27.	DIVIDENDS		33
	27.1	Accumulation of reserves	33

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	27.2	Payment of dividends	33
	27.3	Amount of dividend	33
	27.4	Prepayments, payments during dividend period and credits without
		payment	34
	27.5	Dividends in kind	34
	27.6	Payment of dividend by way of securities in another corporation	34
	27.7	Source of dividends	34
	27.8	Method of payment	35
	27.9	Joint holders' receipt	35
	27.10	Retention of dividends by Company	35
	27.11	No interest on dividends	35
28.	SHARE PLANS		35
	28.1	Implementing share plans	35
	28.2	Board obligations and discretions	36
29.	TRANSFER OF SHARES		36
	29.1	Modes of transfer	36
	29.2	Market obligations	36
	29.3	Delivery of transfer and certificate	36
	29.4	Restricted securities	37
	29.5	Refusal to register transfer	37
	29.6	Transferor remains holder until transfer registered	38
	29.7	Powers of attorney	38
30.	TRANSMISSION OF SHARES		38
	30.1	Death of joint holder	38
	30.2	Death of single holder	38
	30.3	Transmission of shares on insolvency or mental incapacity	39
	30.4	Refusal to register holder	39
31.	UNMARKETABLE PARCELS		39
	31.1	Board power of sale	39
	31.2	Notice of proposed sale	39
	31.3	No sale where member gives notice	39
	31.4	Terms of sale	40
	31.5	Share transfers	40
	31.6	Application of proceeds	40
	31.7	Protections for transferee	40
32.	ALTERATION OF SHARE CAPITAL		40
	32.1	Capitalisation of profits	40
	32.2	Adjustment of capitalised amounts	41
	32.3	Conversion of shares	41
	32.4	Adjustments on conversion	41
	32.5	Reduction of capital	41
	32.6	Payments in kind	42
	32.7	Payment in kind by way of securities in another corporation	42
33.	CURRENCY FOR PAYMENTS		42
	33.1	Board may decide currency	42

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	33.2	Conversion to Australian dollars	42
34.	WINDING UP		43
	34.1	Entitlement of Members	43
	34.2	Distribution of assets generally	43
	34.3	No distribution of liabilities	43
	34.4	Distribution not in accordance with legal rights	43
35.	NOTICES		43
	35.1	Notices by Company	43
	35.2	Overseas members	44
	35.3	When notice is given	44
	35.4	Notice to joint holders	44
	35.5	Counting days	44
	35.6	Notices to "lost" members	44
36.	UNCLAIMED MONEY		45

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vi.

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CONSTITUTION OF RESOLUTE MINING LIMITED ACN 097 088 689

1. PRELIMINARY

1.1 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.2 Definitions

The following definitions apply in this document.

" Act " means the Corporations Act 2001 (Cth).

" Alternate " means an alternate Director appointed under rule 4.1.

" Appointor " in relation to an Alternate, means the Director who appointed the Alternate.

" ASX " means Australian Securities Exchange Limited (ABN 90 008 642 691).

" ASX Settlement Rules " means means the operating rules of ASX Settlement Pty Limited (ABN 49 008 504 532) and, to the extent that they are applicable, the operating rules of each of ASX and ASX Clear Pty Limited (ABN 48 001 314 503).

" Board " means the Directors acting collectively under this document.

" business day " has the meaning given by the Listing Rules

" Called Amount " in respect of a share means:

(a) the amount of a call on that share which is due and unpaid; and
(b) any amount the Board requires a member to pay under rule 25.7.

" Company " means the company named at the beginning of this document whatever its name is for the time being.

" Director " means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.

" dividend " includes bonus.

" Executive Director " means a Director who is an employee of the Company or a subsidiary or acts in an executive capacity for the Company or a subsidiary under a contract for services and includes a Managing Director.

" Interest Rate " means, in respect of each rule in which that term is used:

(a) the rate for the time being prescribed by the Board in respect of that rule; or
(b) if no rate is prescribed, 15% each year.

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" Listing Rules " means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

" Managing Director " means a managing director appointed under rule 7.1.

" member " means a person whose name is entered in the Register as the holder of a share.

" ordinary resolution " means a resolution passed at a meeting of members by a majority of the votes cast by members entitled to vote on the resolution.

" Register " means the register of members kept as required by sections 168 and 169 and includes a computerised or electronic subregister established and administered under the SCH business rules.

" Remuneration " in relation to a Director (other than an Executive Director):

(a) includes fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company; and
(b) excludes a payment made as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office), an insurance premium paid by the Company or indemnity under rule 11, or any issue of securities.

" Secretary " means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

" special resolution " has the meaning given by section 9.

" Unmarketable Parcel " means a parcel of shares of a single class registered in the same name or the same joint names which is:

(a) less than the number that constitutes a marketable parcel of shares of that class under the Listing Rules; or
(b) subject to the Act, the Listing Rules and the ASX Settlement Rules, any other number determined by the Board from time to time.

" Voting Member " in relation to a general meeting, or meeting of a class of members, means a member who has the right to be present and to vote on at least 1 item of business to be considered at the meeting.

1.3 Interpretation of this document

Headings and marginal notes are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:
(i) legislation (including subordinate legislation), the Listing Rules, the ASX Settlement Rules is to that legislation or those rules as:

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(A) amended, modified or waived in relation to the Company; or
(B) re-enacted, amended or replaced

and includes any subordinate legislation or rules issued under that legislation or those rules;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
(iv) anything (including a right, obligation or concept) includes each part of it.
(b) A singular word includes the plural, and vice versa.
(c) A word which suggests 1 gender includes the other genders.
(d) If a word is defined, another part of speech has a corresponding meaning.
(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
(f) The word " agreement " includes an undertaking or other binding arrangement or understanding, whether or not in writing.
(g) A power to do something includes a power, exercisable in the like circumstances, to revoke or undo it.
(h) A reference to a power is also a reference to authority or discretion.
(i) A reference to something being " written " or " in writing " includes that thing being represented or reproduced in any mode in a visible form.
(j) A word (other than a word defined in rule 1.2) which is defined by the Act has the the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act
(k) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

2. LISTING RULES

If the Company is admitted to an official list of ASX, it must comply with the following:

(a) notwithstanding anything contained in this document, if the Listing Rules prohibit an act being done, the act shall not be done;
(b) nothing contained in this document prevents an act being done that the Listing Rules require to be done;

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(c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(d) if the Listing Rules require this document to contain a provision and it does not contain such a provision, this document is deemed to contain that provision;
(e) if the Listing Rules require this document not to contain a provision and it contains such a provision, this document is deemed not to contain that provision; and
(f) if any provision of this document is or becomes inconsistent with the Listing Rules, this document is deemed not to contain that provision to the extent of the inconsistency.

3. DIRECTORS

3.1 Number of Directors

The Board may decide the number of Directors (not counting Alternates) but that number must be at least:

(a) 3; or
(b) the number of Directors (not counting Alternates) in office when the decision is made,

(whichever is greater).

3.2 Eligibility

A Director need not be a member. Neither the auditor of the Company for the time being nor any partner, director or employee of the auditor is eligible to act as a Director.

3.3 Appointment by the Board

Replaces section 201H

Subject to this document and section 201E, the Board may appoint a person to be a Director at any time except during a general meeting. Any Director so appointed:

(a) automatically retires at the next annual general meeting and is eligible for re-election by that general meeting; and
(b) is not taken into account in deciding the rotation or retirement of Directors or the number of them to retire under rule 3.6 at that general meeting.

3.4 Election by general meeting

Subject to this document, section 201E, and to the number of Directors for the time being fixed under rule 3.1 not being exceeded, the Company may elect Directors by ordinary resolution.

3.5 Eligible candidates

The Company in general meeting cannot validly elect a person as a Director unless:

(a) the person retires under rule 3.3, 3.4 or 3.6 and seeks re-election;

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(b) the Board recommends the appointment; or
(c) at least 35 business days (in the case of a meeting that members have requested directors to call, 30 business days) before the meeting at which the relevant resolution will be considered, the Company receives both:
(i) a nomination of the person by a member (who may be the person); and
(ii) a consent to act as a Director signed by the person;

at its registered office.

The Company must notify members of every candidate for election as a Director at least 7 days before the relevant general meeting.

3.6 One third of Directors retire annually

At each annual general meeting:

(a) one third (or if that is not a whole number, the whole number nearest to one third) of the Directors who are not:
(i) appointed, and required to retire, under rule 3.3;
(ii) the Managing Director (or if there is more than 1, the 1 (if any) nominated under rule 7.3(a)); or
(iii) Directors only because they are Alternates; and
(b) subject to rule 7.2 any Director who would, if that Director remained in office until the next annual general meeting, have held that office for more than 3 years,

must retire from office and are eligible for re-election.

3.7 Selection of Directors to retire

Subject to rule 3.4, the Directors who retire under rule 3.6 are those who have held office the longest since last being elected or appointed. If 2 or more Directors have been in office for the same period, those Directors may agree which of them will retire. If they do not agree, they must draw lots to decide which of them must retire.

3.8 Time of retirement

A Director's retirement under rule 3.3 or 3.6 takes effect at the end of the relevant annual general meeting unless the Director is re-elected at that meeting.

3.9 Cessation of Director's appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;
(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

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(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;
(d) fails to attend Board meetings (either personally or by an Alternate) for a continuous period of 3 months without leave of absence from the Board;
(e) resigns by notice in writing to the Company;
(f) is removed from office under rule 3.10; or
(g) ceases to be eligible to act as a Director under rule 3.2.

3.10 Removal from office

Whether or not a Director's appointment was expressed to be for a specified period, the Company may by ordinary resolution, and subject to section 203D, remove a Director from office.

3.11 Too few Directors

If the number of Directors is reduced below the minimum required by rule 3.1, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;
(b) to convene a meeting of members; and
(c) in emergencies.

4. ALTERNATE DIRECTORS

4.1 Appointment of Alternates

Replaces section 201K

Subject to rule 3.2, a Director (other than an Alternate) may appoint a person who is approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.

4.2 Notice of Board meetings

If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.

4.3 Obligations and entitlements of Alternates

An Alternate:

(a) may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;
(b)
if also a Director, has a separate right to vote as Alternate;
(c) if Alternate for more than 1 Appointor, has a separate right to vote in place of each Appointor;

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(d) when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and
(e) is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).

4.4 Termination of appointment

The Appointor may at any time revoke the appointment of a person as an Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointor ceases to be a Director; or
(b) an event occurs which would cause the Alternate to cease to be a Director under rule 3.9 if the Alternate were a Director.

4.5 Appointments and revocations in writing

The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.

5. POWERS OF THE BOARD

5.1 Powers generally

Except as otherwise required by the Act, any other applicable law, the Listing Rules or this document, the Board:

(a) has power to manage the business of the Company; and
(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.

5.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 12; or
(b) in accordance with a delegation of the power under rule 7, 8 or 25.17.

6. EXECUTING NEGOTIABLE INSTRUMENTS

The Board must decide the manner (including the use of facsimile signatures if thought appropriate) in which negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company. The Company may execute, accept, or endorse negotiable instruments only in the manner for the time being decided by the Board.

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7. MANAGING DIRECTOR

7.1 Appointment and power of Managing Director

The Board may appoint 1 or more Directors to be a Managing Director either for a specified term (but not for life) or without specifying a term.

The Board may delegate any of the powers of the Board to a Managing Director:

(a) on the terms and subject to any restrictions the Board decides; and
(b) so as to be concurrent with, or to the exclusion of, the powers of the Board,

and may revoke the delegation at any time.

This rule does not limit rule 8.

7.2 Retirement and removal of Managing Director

Subject to rule 7.3 a Managing Director is not:

(a) required to retire; or
(b) to be taken into account in determining the number of Directors to retire,

by rotation under rule 3.6 but (subject to any contract between the Company and that Managing Director) is otherwise subject to the same rules regarding resignation, removal and retirement from office as the other Directors.

7.3 Multiple Managing Directors

If there are 2 or more Managing Directors at the same time:

(a) the Board may nominate one of them as the Managing Director to be exempted from retirement by rotation under rule 3.6 and may revoke the nomination at any time;
(b) if a Managing Director has been nominated under rule 7.3(a) and the Board later nominates a different Managing Director under that rule, the one first nominated must retire by rotation at the next annual general meeting unless elected at either of the last 2 annual general meetings; and
(c) if none of them is the subject of a current nomination under rule 7.3(a), all of them must retire by rotation under rule 3.6.

7.4 Termination of appointment of Managing Director

The appointment of a Managing Director terminates if:

(a) the Managing Director ceases for any reason to be a Director; or
(b) the Board removes the Managing Director from the office of Managing Director (which, subject to any contract between the Company and the Managing Director, the Board has power to do),

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whether or not the appointment was expressed to be for a specified term.

8. DELEGATION OF BOARD POWERS

8.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

8.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

8.3 Terms of delegation

A delegation of powers under rule 8.1 may be made:

(a) for a specified period or without specifying a period; and
(b) on the terms and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

8.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

9. DIRECTOR'S DUTIES AND INTERESTS

9.1 Compliance with duties under the Act

Each Director must comply with his or her duties under the Act and the general law.

9.2 Director not disqualified from holding other offices etc

A Director is not disqualified by reason only of being a Director from:

(a) holding any office or place of profit or employment other than that of the Company's auditor;
(b) being a member or creditor of any corporation (including the Company) or partnership other than the auditor; or
(c) entering into any agreement with the Company.

9.3 Disclosure of interests

Each Director must comply with section 191 and any relevant general law principles in relation to disclosure of the Director's interests.

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9.4 Director interested in a matter

Each Director must comply with section 195 in relation to being present, and voting, at a Board meeting that considers a matter in which the Director has a material personal interest. Subject to section 195:

(a) a Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in which that Director has an interest;
(b) the Company may proceed with any transaction that relates to the interest and the Director may participate in the execution of any relevant document by or on behalf of the Company;
(c) the Director may retain benefits under the transaction even though the Director has the interest; and
(d) the Company cannot avoid the transaction merely because of the existence of the interest.

If the interest is required to be disclosed under rule 9.3, paragraph (c) applies only if it is disclosed before the transaction is entered into.

9.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure required by rule 9.3; or
(b) is present at, or counted in the quorum for, a Board meeting that considers or votes on that agreement in breach of section 195.

9.6 Obligation of secrecy

Every Director and Secretary must keep the transactions and affairs of the Company and the state of its financial reports confidential unless required to disclose them:

(a) in the course of duties as an officer of the Company;
(b) by the Board or the Company in general meeting; or
(c) by law or under the Listing Rules.

The Company may require a Director, Secretary, auditor, trustee, committee member or other person engaged by it to sign a confidentiality undertaking consistent with this rule. A Director or Secretary must do so if required by the Company.

9.7 Director to give information to Company and ASX

Each Director must comply with sections 205C, 205F and 205G.

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10. DIRECTORS' REMUNERATION

10.1 Remuneration of Executive Directors

Subject to any contract with the Company and to the Listing Rules, the Board may fix the Remuneration of each Executive Director. That Remuneration may consist of salary, bonuses or any other elements but must not be a commission on or percentage of profits or operating revenue.

10.2 Remuneration of non-executive Directors

The Directors (other than the Executive Directors and those who are Directors only because they are Alternates) are entitled to be paid, out of the funds of the Company, an amount of Remuneration which:

(a) does not:
(i) in any year exceed in aggregate the amount last fixed by ordinary resolution; or
(ii) consist of a commission on or percentage of profits or operating revenue; and
(b) is allocated among them:
(i) on an equal basis having regard to the proportion of the relevant year for which each Director held office; or
(ii) as otherwise decided by the Board; and
(c) is provided in the manner the Board decides, which may include provision of non-cash benefits.

If the Board decides to include non-cash benefits in a Director's Remuneration, the Board must also decide the manner in which the value of those benefits is to be calculated for the purposes of this rule.

10.3 Additional Remuneration for extra services

If a Director, at the request of the Board and for the purposes of the Company, performs extra services or makes special exertions (including going or living away from the Director's usual residential address), the Company may pay that Director a fixed sum set by the Board for doing so. Remuneration under this rule may be either in addition to or in substitution for any remuneration to which that Director is entitled under rule 10.1 or 10.2.

10.4 Expenses of Directors

The Company must pay a Director (in addition to any Remuneration) all reasonable expenses (including travelling and accommodation expenses) incurred by the Director:

(a) in attending meetings of the Company, the Board, or a committee of the Board;
(b) on the business of the Company; or
(c) in carrying out duties as a Director.

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10.5 Directors' retirement benefits

Subject to Division 2 of Part 2D.2 and the Listing Rules, the Company may:

(a) agree with a Director or person about to become a Director that, when or after the person dies or otherwise ceases to be a Director, the Company will pay a pension or lump sum benefit to:
(i) that person; or
(ii) after that person's death, any of the surviving spouse, dependants or legal personal representatives of that person; or
(b) pay such a pension or lump sum benefit whether or not the Company has agreed to do so.

11. OFFICERS' INDEMNITY AND INSURANCE

11.1 Indemnity

Subject to and so far as permitted by the Act and any other applicable law:

(a) the Company must, to the extent the person is not otherwise indemnified, indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against a Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and
(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

In this rule, " Liability " means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

11.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

11.3 Former officers

The indemnity in favour of officers under rule 11.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

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11.4 Deeds

Subject to the Act, without limiting a person's rights under this rule 11, the Company may enter into an agreement with or execute a deed in favour of, a person who is or has been an officer of the Company or any of the Company's subsidiaries, to give effect to the rights of the person under this rule 11 on any terms and conditions that the Board thinks fit.

12. BOARD MEETINGS

12.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

12.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to:
(i) each Director; and
(ii) each Alternate in respect of whom the Appointor has given notice under rule 4.2 requiring notice of Board meetings to be given to that Alternate or whose Appointor is not given notice due to being outside Australia; and
(b) may give that notice orally (including by telephone) or in writing,

but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

12.3 Use of technology

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of 2 or more places, at the place where the chairman of the meeting is located.

12.4 Chairing Board meetings

The Board may elect a Director to chair its meetings and decide the period for which that Director holds that office, or if no period is specified then until ceasing to be a Director. If there is no chairman of Directors or the chairman is not present within 15 minutes after the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

12.5 Quorum

Unless the Board decides otherwise, the quorum for a Board meeting is 2 Directors and a quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate for more than 1 Appointor may only be counted once toward a

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quorum. A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

12.6 Majority decisions

A resolution of the Board is passed if a majority of the votes cast by Directors entitled to vote on the resolution are in favour of it. If an equal number of votes is cast for and against a resolution:

(a) the chairman of the meeting has a second or casting vote unless:
(i) only 2 Directors are entitled to vote; or
(ii) the chairman of the meeting is not entitled to vote; and
(b) if the chairman does not have a second or casting vote under rule 12.6(a), the matter is decided in the negative.

12.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

12.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

12.9 Additional provisions concerning written resolutions

For the purpose of rule 12.8:

(a) 2 or more separate documents in identical terms, each of which is signed by 1 or more Directors, are treated as 1 document;
(b) signature of a document by an Alternate is not required if the Appointor of that Alternate has signed the document;
(c) signature of a document by the Appointor of an Alternate is not required if that Alternate has signed the document in that capacity; and
(d) a telex, telegram, facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

12.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

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(a) there was a defect in the appointment of the person; or
(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

13. MEETINGS OF MEMBERS

13.1 Annual general meeting

The Company must hold an annual general meeting as required by section 250N.

13.2 Calling meetings of members

A meeting of members:

(a) may be convened at any time by the Board or a Director;
(b) must be convened by the Board when required by the Act; and
(c) may be convened by members in accordance with the Act.

13.3 Notice of meeting

Subject to rule 13.6, at least 28 days' written notice of a meeting of members must be given individually to:

(a) each member (whether or not the member is entitled to vote at the meeting);
(b) each Director; and
(c) to the auditor.

Subject to any regulation made under section 249LA, the notice of meeting must comply with sections 249L and 250BA, the regulations made under section 1074E and the Listing Rules and may be given in any manner permitted by section 249J(3).

13.4 Postponement or cancellation

Subject to sections 249D(5) and 250N, the Board may:

(a) postpone a meeting of members;
(b) cancel a meeting of members; or
(c) change the place for a general meeting,

by written notice given to ASX.

13.5 Fresh notice

If a meeting of members is postponed or adjourned for 1 month or more, the Company must give new notice of the resumed meeting.

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13.6 Notice to joint holders of shares

If a share is held jointly, the Company need only give notice of a meeting of members (or of its cancellation or postponement) to the joint holder who is named first in the Register.

13.7 Technology

The Company may hold a meeting of members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

13.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members.

13.9 Class meetings

Rules 13 to 17 apply to a separate meeting of a class of members as far as they are capable of application and modified as necessary.

14. PROCEEDINGS AT MEETINGS OF MEMBERS

14.1 Member present at meeting

If a member has appointed a proxy or attorney or (in the case of a member which is a body corporate) a representative to act at a meeting of members, that member is taken to be present at a meeting at which the proxy, attorney or representative is present.

14.2 Quorum

The quorum for a meeting of members is 2 Voting Members. Each individual present may only be counted once toward a quorum. If a member has appointed more than 1 proxy or representative only 1 of them may be counted toward a quorum.

14.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of members is called:

(a) if called as a result of a request of members under section 249D, the meeting is dissolved; and
(b) in any other case:
(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and
(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

14.4 Chairing meetings of members

If the Board has appointed a Director to chair Board meetings, that Director must also chair meetings of members. If:

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(a) there is no Director who the Board has appointed to chair Board meetings for the time being; or
(b) the Director appointed to chair Board meetings is not present at the time for which a meeting of members is called or is not willing to chair the meeting,

the Directors may, by majority vote at any time, elect a person to chair the meeting, and failing this the Voting Members present may elect a person to chair the meeting.

14.5 Attendance at meetings of members

Subject to rules 14.6 and 14.8:

(a) Every member has the right to attend all meetings of members whether or not entitled to vote.
(b) Every Director has the right to attend and speak at all meetings of members whether or not a member.
(c) The auditor has the right to attend any meeting of members and to speak on any part of the business of the meeting which concerns the auditor in the capacity of auditor.

14.6 Members rights suspended while call unpaid

If a call on a share is due and unpaid, the holding of that share does not entitle the member to be present, speak or vote at, or be counted in the quorum for, a meeting of members.

14.7 Chairman's powers at a meeting of members

(a) The chairman of a meeting of members:
(i) is responsible for the general conduct and procedures to be adopted at the meeting;
(ii) may, subject to the Act, at any time terminate discussion or debate on any matter being considered by the meeting, where the chairman considers it necessary or desirable for the proper and orderly conduct of the meeting;
(iii) may, subject to the Act, eject a member from the meeting, at any time the chairman considers it is necessary or desirable for the proper and orderly conduct of the meeting;
(iv) may require the adoption of any procedure which is in the chairman's opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the meeting,

and a decision by the chairman under this rule is final.

(b) The chairman of a meeting may invite a person who is not a member to attend and to speak at the meeting.
(c) Subject to rule 13.7, if the chairman considers that there are too many persons present at a meeting to fit into the venue where the meeting is to be held, the

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chairman may nominate a separate meeting place using any technology that gives the members as a whole a reasonable opportunity to participate.
(d) The chairman's rights and powers under this rule 14.7 are exclusive to the chairman.

14.8 Admission to general meetings

The chairman of a meeting of members may take any action the chairman considers appropriate for the safety of persons attending the meeting and the orderly conduct of the meeting and may refuse admission to, or require to leave and remain out of, the meeting any person:

(a) possessing a pictorial-recording or sound-recording device;
(b) possessing a placard or banner;
(c) possessing an article considered by the chairman to be dangerous, offensive or liable to cause disruption;
(d) who refuses to produce or to permit examination of any article, or the contents of any article, in the person's possession;
(e) who behaves or threatens to behave in a dangerous, offensive or disruptive way; or
(f) who is not entitled to receive notice of the meeting.

The chairman may delegate the powers conferred by this rule to any person.

14.9 Adjournment

Subject to rule 13.5, the chairman of a meeting of members at which a quorum is present:

(a) may; and
(b) must, if directed by ordinary resolution of the meeting,

adjourn it to another time and place.

14.10 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

15. PROXIES, ATTORNEYS AND REPRESENTATIVES

15.1 Appointment of proxies

A member may appoint not more than 2 proxies to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company:

(a) that complies with section 250A(1); or

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(b) in any other form and mode that complies with the Listing Rules and is (and is signed or acknowledged by the member in a manner) satisfactory to the Board.

If a member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of those votes.

15.2 Member's attorney

A member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of members. If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

15.3 Deposit of proxy forms and powers of attorney

An appointment of a proxy or an attorney is not effective for a particular meeting of members unless the instrument effecting the appointment is received by the Company at its registered office or is transmitted to and received at a fax number at that office (or another address including electronic address specified for the purpose in the relevant notice of meeting):

(a) at least 48 hours before the time for which the meeting was called; or
(b) if the meeting has been adjourned, at least 48 hours before the resumption of the meeting.

15.4 Evidence of proxy forms, powers of attorney and other appointments

The Board may require evidence of:

(a) in the case of a proxy form executed or otherwise authenticated by an attorney, the relevant power of attorney or other authority under which the appointment was authenticated or a certified copy of it;
(b) in the case of an attorney, the power of attorney or a certified copy of it;
(c) in the case of a corporate representative, the appointment of the representative in accordance with the Act; or
(d) in the case of any appointment under this rule 15 which is transmitted to the Company electronically, the identity of the person who transmitted the message containing the appointment.

15.5 Corporate representatives

A member that is a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D.

15.6 Standing appointments

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a member.

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15.7 Suspension of proxy or attorney's powers if member present

A proxy or attorney has no power to act for a member at a meeting at which the member is present:

(a) in the case of an individual, in person; or
(b) in the case of a body corporate, by representative.

A proxy has no power to act for a member at a meeting at which the member is present by attorney.

15.8 Priority of conflicting appointments of attorney or representative

If more than 1 attorney or representative appointed by a member is present at a meeting of members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and
(b) subject to rule 15.8(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

15.9 More than 2 current proxy appointments

An appointment of proxy by a member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that member which would result in there being more than 2 proxies of that member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

15.10 Continuing authority

An act done at a meeting of members by a proxy, attorney or representative is valid even if, before the act is done, the appointing member:

(a) dies or becomes mentally incapacitated;
(b) becomes bankrupt or an insolvent under administration or is wound up;
(c) revokes the appointment or the authority under which the appointment was made by a third party; or
(d) transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

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16. ENTITLEMENT TO VOTE

16.1 Determining voting entitlements

Subject to section 250L(4) and rule 17.2(b) which apply to a demand for a poll, to decide, for the purposes of a particular meeting, who are members of the Company and how many shares they hold, the Company must refer only:

(a) if the convenor of the meeting determined a specified time under section 1074E before notice of the meeting was given, to the Register as it stood at that time; or
(b) otherwise, to the Register as it stood 48 hours before the meeting or at any later time required by the ASX Settlement Rules.

16.2 Number of votes

Subject to sections 250BB(1) and 250BC, rules 14.6, 15, 16.4, 16.5, 16.6 and 29.4 and terms on which shares are issued:

(a) on a show of hands:
(i) if a member has appointed 2 proxies, neither of those proxies may vote; and
(ii) subject to paragraph (a)(i), every individual present who is a member, or a proxy, attorney or representative of a member, entitled to vote has 1 vote;
(b) on a poll every member entitled to vote who is present in person or by proxy, attorney or representative:
(i) has 1 vote for every fully paid share held; and
(ii) subject to rule 16.2(c), in respect of each partly paid share held has a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share; and
(c) unless:
(i) permitted under the Listing Rules; and
(ii) otherwise provided in the terms on which shares are issued,

in calculating the fraction of a vote which the holder of a partly paid share has, the Company must not count an amount:

(i) paid in advance of a call; or
(ii) credited on a partly paid share without payment in money or money's worth being made to the Company.

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16.3 Casting vote of Chairman

If an equal number of votes is cast for and against a resolution at a meeting of members, the chairman of the meeting has no casting vote and the matter is decided in the negative.

16.4 Votes of joint holders

If there are joint holders of a share, any one of them may vote at a meeting of members, in person or by proxy, attorney or representative, as if that holder were the sole owner of the share. If more than one of the joint holders of a share (including, for the purposes of this rule, joint legal personal representatives of a dead member) are present at a meeting of members, in person or by proxy, attorney or representative, and tender a vote in respect of the share, the Company may only count the vote cast by, or on behalf of, the most senior joint holder who tenders a vote. For this purpose, seniority depends on the order in which the names of the joint holders are listed in the Register.

16.5 Votes of transmittees and guardians

Subject to section 1072C, if the Board is satisfied at least 48 hours before the time fixed for a meeting of members, that a person:

(a) is entitled to the transmission of a share under rule 30; or
(b) has power to manage a member's property under a law relating to the management of property of the mentally incapable,

that person may vote as if registered as the holder of the share and the Company must not count the vote (if any) of the actual registered holder.

16.6 Voting restrictions

If:

(a) the Act or the Listing Rules require that some members are not to vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect; and
(b) the notice of the meeting at which the resolution is proposed states that fact,

those members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those members. If a proxy purports to vote in a way or in circumstances that contravene section 250BB(1), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 17.3(c) applies.

16.7 Decision on right to vote

A Voting Member or Director may challenge a person's right to vote at a meeting of members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chairman, whose decision is final.

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17. HOW VOTING IS CARRIED OUT

17.1 Method of voting

A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule 17.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman's declaration of a decision on a show of hands is final.

17.2 Demand for a poll

A poll may be demanded on any resolution (except a resolution concerning the election of the chairman of a meeting) by:

(a) at least 5 members entitled to vote on the resolution; or
(b) members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or
(c) the chairman.

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

17.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 17.3(c), in the manner that the chairman of the meeting directs;
(b) in all other cases, the poll must be taken at the time and place and, subject to rule 17.3(c), in the manner that the chairman of the meeting directs;
(c) votes which section 250BB(1) or section 250BC require to be cast in a given way must be treated as cast in that way;
(d) a person voting who has the right to cast 2 or more votes need not cast all those votes and may cast those votes in different ways; and
(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

18. SECRETARY

18.1 Appointment of Secretary

The Board:

(a) must appoint at least 1 individual; and
(b) may appoint more than 1 individual,

to be a Secretary either for a specified term or without specifying a term.

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18.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary's appointment

A person automatically ceases to be a Secretary if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a secretary of a company;
(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;
(c) becomes of unsound mind or physically or mentally incapable of performing the functions of that office;
(d) resigns by notice in writing to the Company; or
(e) is removed from office under rule 18.4.

18.4 Removal from office

Subject to any contract between the Company and the Secretary, the Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

18.5 Secretary to give information to Company

A Secretary must comply with section 205C.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company's members;
(b)
the name of Directors present at each Board meeting or committee meeting;
(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 8);
(d) resolutions passed by Directors without a meeting; and
(e) disclosures made and notices given under rule 9,

to be kept in accordance with sections 191, 192, 251A and 251AA.

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19.2 Minutes as evidence

A minute recorded and signed in accordance with sections 251A and 251AA is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow members to inspect, and provide copies of, the minute books for the meetings of members in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and
(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) by 2 Directors;
(b) by 1 Director and 1 Secretary; or
(c) by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

21. FINANCIAL REPORTS AND AUDIT

21.1 Company must keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and
(b) would enable true and fair financial statements to be prepared and audited,

and must allow a Director and the auditor to inspect those records at all reasonable times.

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21.2 Financial reporting

The Board must cause the Company to prepare a financial report and a directors' report that comply with Part 2M.3 and must report to members in accordance with section 314 no later than the deadline set by section 315.

21.3 Audit

The Board must cause the Company's financial report for each financial year to be audited and obtain an auditor's report. The eligibility, appointment, rotation, removal, remuneration, rights and duties of the auditor are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and unless otherwise required by the Act, a member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board.

22. SHARES

22.1 Issue at discretion of Board

Subject to section 259C and rule 22.3, the Board may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Board decides.

22.2 Preference and redeemable preference shares

The Company may issue preference shares (including preference shares that are liable to be redeemed). The rights attached to preference shares are, unless other rights have been approved by special resolution of the Company, the rights set out in or determined in accordance with Schedule 1.

22.3 Restrictions on issue

The Company must not issue shares or grant options if the issue or grant would result in a breach of the Listing Rules.

22.4 Brokerage and commissions

The Company may pay brokerage or commissions to a person in respect of that person or another person agreeing to take up shares in the Company.

22.5 Surrender of shares

The Board may accept a surrender of shares:

(a) to compromise a question as to whether those shares have been validly issued; or
(b) if surrender is otherwise within the Company's powers.

The Company may sell or re-issue surrendered shares in the same way as forfeited shares.

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22.6 Variation of rights

If the Company issues different classes of shares, or divides issued shares into different classes, the rights attached to shares in any class may (subject to sections 246C and 246D) be varied or cancelled only:

(a) with the written consent of the holders of 75% of the issued shares of the affected class; or
(b) by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treated as varied by the issue of further shares of that class.

23. CERTIFICATES

23.1 Uncertificated securities

Unless the Listing Rulesand the ASX Settlement Rules allow the Company to issue a certificate for particular securities, the Company:

(a) must not issue a certificate for those securities; and
(b) may cancel a certificate for them without issuing another certificate.

Rules 23.3 and 23.4 apply only if there is a current certificate for particular securities.

23.2 Certificated shares

Unless allowed under rule 23.1 , the Company must issue a certificate of title to shares that complies with section 1070C and deliver it to the holder of those shares in accordance with section 1071H. The Company must not charge any fee to issue a certificate.

23.3 Multiple certificates and joint holders

Subject to rule 23.1, if a member requests the Company to issue several certificates each for a part of the shares registered in the member's name, the Company must do so. For this purpose, joint holders of shares are a single member. The Company may issue only 1 certificate that relates to each share registered in the names of 2 or more joint holders and may deliver the certificate to any of those joint holders.

23.4 Lost and worn out certificates

Subject to rule 23.1, if a certificate:

(a) is lost or destroyed and the owner of the relevant securities applies in accordance with section 1070D(5), the Company must; or
(b) is defaced or worn out and is produced to the Company, the Company may,

issue a new certificate in its place.

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24. REGISTER

24.1 Joint holders

If the Register names 2 or more joint holders of a share, the Company must treat the person named first in the Register in respect of that share as the sole owner of it for all purposes (including the giving of notice) except in relation to:

(a) delivery of certificates (to which rule 23.3 applies);
(b) the right to vote (to which rule 16.4 applies);
(c) the power to give directions as to payment of, or a receipt for, dividends (to which rules 27.8 and 27.9 apply);
(d) liability for instalments or calls (which, subject to section 1072E(8), is joint and several);
(e) sale of Unmarketable Parcels under rule 31; and
(f) transfer.

24.2 Non-beneficial holders

Subject to section 1072E, unless otherwise ordered by a court of competent jurisdiction or required by statute, the Company:

(a) may treat the registered holder of any share as the absolute owner of it; and
(b) need not recognise any equitable or other claim to or interest in a share by any person except a registered holder.

25. PARTLY PAID SHARES

25.1 Fixed instalments

If a share is issued on terms that some or all of the issue price is payable by instalments, the registered holder of the share must pay every instalment to the Company when due. If, having been given notice of the instalment in accordance with rule 25.4, the registered holder does not pay it when due, rules 25.7 to 25.16 apply as if the registered holder had failed to pay a call.

25.2 Prepayment of calls

The Board may:

(a) accept prepayment of some or all of the amount unpaid on a share above the sums actually called as a payment in advance of calls;

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(b) agree to payment by the Company of interest at a rate no higher than the Interest Rate on that part of the advance payment which for the time being exceeds the aggregate amount of the calls then made on the shares in respect of which it was paid; and
(c) unless otherwise agreed between the member and the Company, repay the sum or part of it.

25.3 Calls made by Board

Subject to the terms of issue of a share and to any special resolution passed under section 254N, the Board may:

(a) make calls on a member for some or all of the money unpaid on a share held by that member;
(b) make a call payable by instalments; and
(c) revoke or postpone a call before the due date for payment.

25.4 Notice of call

A notice of a call must be in writing and specify the amount of the call, the due date for payment, the manner in which payment of the call must be made, the consequences of non-payment of the call and any other information required by the Listing Rules.

25.5 Classes of shares

The Board may issue shares on terms as to the amount of calls to be paid and the time for payment of those calls which are different as between the holders of those shares. The Board may make different calls on different classes of shares.

25.6 Obligation to pay calls

Subject to section 1072(8), a member subject to a call must pay the amount of the call to the payee named in the notice of call no later than the time specified in the notice. Joint holders of a share are jointly and severally liable for calls.

25.7 Called Amounts

If a call is not paid on or before the day specified for payment, the Board may require the member liable for the call to pay:

(a) interest on the amount of the call at the Interest Rate from that day until payment is made; and
(b) all costs and expenses incurred by the Company because payment was not made on that day.

25.8 Proof of call

If on the hearing of an action for recovery of a Called Amount it is proved that:

(a) the minute books of the Company record the Board's resolution making the call;

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(b) notice of the call was given under rules 25.4 and 35.1; and
(c) the person sued appears in the Register as a holder of the share in respect of which the call was made,

proof of those matters is conclusive proof of the debt.

25.9 Forfeiture notice

At any time until a Called Amount is paid, the Board may give the relevant member a notice which:

(a) requires the member to pay the Called Amount;
(b) states the Called Amount at the date of the notice;
(c) specifies how to calculate the Called Amount when payment is made;
(d) specifies a date at least 14 days after the date of the notice by which and a place at which payment must be made; and
(e) states that if payment is not made at that place on or before that date, the share to which the call relates is liable to be forfeited.

25.10 Forfeiture

If the requirements of a notice given under rule 25.9 are not satisfied, the Board may forfeit the share in respect of which that notice was given (and all dividends, interest and other money payable in respect of that share and not actually paid before the forfeiture) by resolution passed before the Called Amount is paid.

25.11 Disposal and re-issue of forfeited shares

A share forfeited under rule 25.10 immediately becomes the property of the Company. Subject to the Listing Rules, the Board, on behalf of the Company, may:

(a) re-issue the share with or without any money paid on it by any former holder credited as paid; or
(b) sell or otherwise dispose of the share, and execute and register a transfer of it,

to the person and on the terms it decides.

25.12 Notice of forfeiture

The Company must promptly:

(a) give notice of the forfeiture of a share to the member who held the share immediately before the resolution for forfeiture was passed; and
(b) enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture was given in accordance with this document signed by a Director or Secretary is, in the

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absence of proof to the contrary, evidence of those facts and of the Company's right to dispose of the share.

25.13 Cancellation of forfeiture

The Board may cancel the forfeiture of a share on any terms at any time before it disposes of that share under rule 25.11.

25.14 Effect of forfeiture

A person who held a share which has been forfeited under rule 25.10 ceases to be a member in respect of that share but remains liable to pay the Called Amount until it is paid in full. The Board may elect not to enforce payment of an amount due to the Company under this rule.

25.15 Application of proceeds

The Company must:

(a) apply the net proceeds of any re-issue, sale or disposal of a forfeited share under rule 25.11 (after payment of all costs and expenses) to satisfy the Called Amount; and
(b) subject to the terms of issue of the share, pay any surplus to the person who held the share immediately before forfeiture.

25.16 Title of new holder

The title of the new holder of a forfeited share is not affected by any irregularity in the forfeiture or the re-issue, sale or disposal. The sole remedy of any person previously interested in the share is damages which may be recovered only from the Company. The new holder is not liable for the Called Amount.

25.17 Mortgage of uncalled capital

If the Company grants a mortgage or charge over uncalled capital, the Board may delegate its power to make calls to:

(a) the person in whose favour the mortgage or charge is granted; or
(b) a trustee or agent for that person,

on the terms and subject to any restrictions the Board decides. If the Board does so, a call made in accordance with the delegation is treated as made by the Board.

This rule does not limit rule 8.

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26. COMPANY LIENS

26.1 Existence of liens

Unless the terms of issue provide otherwise, the Company has a first and paramount lien on each share for:

(a) all money called or payable at a fixed time in respect of that share (including money payable under rule 25.7) that is due but unpaid; and
(b) amounts paid by the Company for which the Company is indemnified under rule 26.4.

The lien extends to all dividends payable in respect of the share and to proceeds of sale of the share.

26.2 Sale under lien

If:

(a) the Company has a lien on a share;
(b) an amount secured by the lien is due and payable;
(c) the Company has given notice to the member registered as the holder of the share:
(i) requiring payment of the amount which is due and payable and secured by the lien;
(ii) stating the amount due and payable at the date of the notice;
(iii) specifying how to calculate the amount due when payment is made; and
(iv) specifying a date (at least 10 business days after the date of the notice) by which and a place at which payment of that amount must be made; and
(d) the requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 25.10. Rules 25.11, 25.15 and 25.16 apply, to the extent practical and modified as necessary, as if the Called Amount in respect of that share were the aggregate of the amount referred to in paragraph (b) and the costs and expenses incurred by the Company because that amount was not paid when due.

26.3 Protection of lien

The Company may do anything necessary or desirable under the ASX Settlement Rules to protect a lien or other interest in shares to which it is entitled by law or under this document.

26.4 Indemnity for payments required to be made by the Company

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to

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require the Company to make any payment, on account of a member or referable to a share held by that member (whether alone or jointly) or a dividend or other amount payable in respect of a share held by that member, the Company:

(a) is fully indemnified by that member from that liability;
(b) may recover as a debt due from the member the amount of that liability together with interest at the Interest Rate from the date of payment by the Company to the date of repayment by the member; and
(c) subject to rule 29.5, may refuse to register a transfer of any share by that member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the member, any such right or remedy is enforceable by the Company.

27. DIVIDENDS

27.1 Accumulation of reserves

Before paying any dividend to members, the Board may:

(a) set aside out of profits of the Company reserves to be applied, in the Board's discretion, for any purpose it decides and use any sum so set aside in the business of the Company or invest it in investments selected by the Board and vary and deal with those investments as it decides; or
(b) carry forward any amount out of profits which the Board decides not to distribute without transferring that amount to a reserve; or
(c) do both.

27.2 Payment of dividends

Subject to the Act, rules 27.3 and 27.10, and the terms of issue of shares, the Board may resolve to pay any dividend(including an interim dividend) it thinks appropriate and fix the time for payment. The Company does not incur a debt merely by fixing the amount or time for payment of a dividend. A debt arises only when the time fixed for payment arrives. The decision to pay a dividend may be revoked by the Board at any time before then.

27.3 Amount of dividend

Subject to the terms of issue of shares, the Company may pay a dividend on 1 class of shares to the exclusion of another class. Subject to rule 27.4, each share of a class on which the Board resolves to pay a dividend carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share bears to the total issue price of the share.

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27.4 Prepayments, payments during dividend period and credits without payment

For the purposes of rule 27.3:

(a) an amount paid in advance of calls is not taken into account as part of the amount for the time being paid on a share;
(b) if an amount was paid on a share during the period to which a dividend relates, the Board may resolve that only the proportion of that amount which is the same as the proportion which the period from the date of payment to the end of the period to which the dividend relates bears to the total period to which the dividend relates, counts as part of the amount for the time being paid on the share; and
(c) an amount credited on a partly paid share without payment in money or money's worth being made to the Company is not taken into account as a part of the amount for the time being paid on a share.

27.5 Dividends in kind

The Board may resolve to pay a dividend (either generally or to specific members) in cash or satisfy it by distribution of specific assets (including shares or securities of any other corporation), the issue of shares or the grant of options. If the Board satisfies a dividend by distribution of assets, the Board may:

(a) fix the value of any asset distributed;
(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and
(c) vest an asset in trustees.

27.6 Payment of dividend by way of securities in another corporation

Where the Company satisfies a dividend by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation;
(b) agree to the member being bound by the constitution of that corporation; and
(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

27.7 Source of dividends

Subject to the Act and the Listing Rules, the Board may resolve to pay a dividend to some members from a particular source and pay the same dividend to other members entitled to it from any other source.

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27.8 Method of payment

The Company may pay any cash dividend, interest or other money payable in respect of shares by cheque sent, and may distribute assets by sending the certificates or other evidence of title to them, through the post directed to:

(a) the address of the member (or in the case of a jointly held share, the address of the joint holder named first in the Register); or
(b) to any other address the member (or in the case of a jointly held share, all the joint holders) directs in writing,

or by any other method of payment or distribution the Board decides.

27.9 Joint holders' receipt

Any one of the joint holders of a share may give an effective receipt for any dividend, interest or other money payable in relation to that share.

27.10 Retention of dividends by Company

The Company may retain the dividend payable on a share:

(a) of which a person seeks to be registered as the holder under rule 30.2 or 30.3, until that person is registered as the holder of that share or transfers it; or
(b) on which the Company has a lien, to satisfy the liabilities in respect of which the lien exists.

27.11 No interest on dividends

No member may claim, and the Company must not pay, interest on a dividend (either in money or kind).

28. SHARE PLANS

28.1 Implementing share plans

The Board may adopt and implement one or more of of the following plans on such terms as it thinks appropriate:

(a) a re-investment plan under which any dividend or other cash payment in respect of a share or convertible security may, at the election of the person entitled to it, be:
(i) retained by the Company and applied in payment for fully paid shares issued under the plan; and
(ii) treated as having been paid to the person entitled and simultaneously repaid by that person to the Company to be held by it and applied in accordance with the plan;
(b) any other plan under which members or security holders may elect that dividends or other cash payments in respect of shares or other securities:

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(i) be satisfied by the allotment of shares or other securities of the Company or a related body corporate, or that issues of shares or other securities of the Company or a related body corporate be made in place of dividends or other cash payments;
(ii) be paid out of a particular reserve or other source; or
(iii) be forgone in consideration of another form of distribution from the Company, another body corporate or a trust; or
(c) a plan under which shares or other securities of the Company or a related body corporate may be issued or otherwise provided for the benefit of employees or Directors of the Company or any of its related bodies corporate.

28.2 Board obligations and discretions

The Board:

(a) has all power necessary or desirable to implemented and carry out a plan referred to in rule 28.1 (including a plan approved my members); and
(b) may:
(i) vary the rules governing; or
(ii) suspend or terminate the operation of,

a plan referred to in rule 28.1 (including a plan approved my members) as it thinks appropriate.

29. TRANSFER OF SHARES

29.1 Modes of transfer

Subject to this document, a member may transfer a share by any means permitted by the Act or by law. Unless permitted by the Listing Rules, the Company must not charge any fee on transfer of a share.

29.2 Market obligations

The Company:

(a) may do anything permitted by the Act, the Listing Rules and the ASX Settlement Rules that the Board thinks necessary or desirable in connection with the Company taking part in a computerised or electronic system established or recognised by the Act, the Listing Rules, or the ASX Settlement Rules for the purpose of facilitating dealings in shares; and
(b) must comply with obligations imposed on it by the Listing Rules or the ASX Settlement Rules in relation to transfers of shares.

29.3 Delivery of transfer and certificate

Except in the case of a transfer under the ASX Settlement Rules, a document of transfer must be:

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(a) delivered to the registered office of the Company or the address of the Register last notified to members by the Company;
(b) accompanied by the certificate (if any) for the shares to be transferred or evidence satisfactory to the Board of its loss or destruction; and
(c) marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not the shares to which it relates) passes to the Company on delivery.

29.4 Restricted securities

If any securities of the Company are classified as restricted securities under the Listing Rules:

(a) during the escrow period set by the restriction agreement required by ASX in relation to those securities:
(i) the member who holds the restricted securities may not dispose of them; and
(ii) the Company must not register a transfer of the restricted securities or otherwise acknowledge a disposal of them,

except as permitted by the Listing Rules or ASX; and

(b) if there is a breach of the Listing Rules or of the relevant restriction agreement in relation to a restricted security, the holding of that security does not entitle a member:
(i) to be present, speak or vote at, or be counted in the quorum for, a meeting of members; or
(ii) to receive any dividend or other distribution,

while the breach continues.

In this rule 29.4 "dispose" (and other grammatical forms of it) has the meaning given by the Listing Rules.

29.5 Refusal to register transfer

The Board:

(a) may refuse to register a transfer of shares only if that refusal would not contravene the Listing Rules, the ASX Settlement Rules or the proportional takeover rules in Schedule 2;
(b) without limiting paragraph (a), but subject to the Act, the Listing Rules and the ASX Settlement Rules, may refuse to register a transfer of shares where the registration of the transfer would create a new holding of an Unmarketable Parcel;
(c) subject to section 259C, must not register a transfer to a subsidiary of the Company; and

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(d) must not register a transfer if the Act, the Listing Rules or the ASX Settlement Rules forbid registration.

If the Board refuses to register a transfer, the Company must give the lodging party notice of the refusal and the reasons for it within 5 business days after the date on which the transfer was delivered to it.

29.6 Transferor remains holder until transfer registered

The transferor of a share remains the holder of it :

(a) if the transfer is under the ASX Settlement Rules, until the time those rules specify as the time that the transfer takes effect; and
(b) otherwise, until the transfer is registered and the name of the transferee is entered in the Register as the holder of the share.

29.7 Powers of attorney

The Company may assume, as against a member, that a power of attorney granted by that member that is lodged with or produced or exhibited to the Company remains in force, and may rely on it, until the Company receives express notice in writing at its registered office of:

(a) the revocation of the power of attorney; or
(b) the death, dissolution or insolvency of the member.

30. TRANSMISSION OF SHARES

30.1 Death of joint holder

The Company must recognise only the surviving joint holders as being entitled to shares registered jointly in the names of a deceased member and others. The estate of the deceased joint holder is not released from any liability in respect of the shares.

30.2 Death of single holder

The Company must not recognise any one except the legal personal representative of the deceased member as having any title to shares registered in the sole name of a deceased member. If the personal representative gives the Board the documents described in section 1071B(9) or 1071B(13) or other information that satisfies the Board of the representative's entitlement to be registered as holder of the shares:

(a) subject to rules 29.5 and 30.4 the Company must register the personal representative as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from the representative requiring it to do so; and
(b) whether or not registered as the holder of the shares, the personal representative:
(i) may, subject to rule 29, transfer the shares to another person; and
(ii) has the same rights as the deceased member.

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30.3 Transmission of shares on insolvency or mental incapacity

Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency or mental incapacity of a member gives the Board the information it reasonably requires to establish the person's entitlement to be registered as holder of the shares:

(a) subject to rules 29.5 and 30.4 the Company must register that person as the holder of the shares as soon as practical after receipt of a written and signed notice to the Company from that person requiring it to do so; and
(b) whether or not registered as the holder of the shares, that person:
(i) may, subject to rule 29, transfer the shares to another person; and
(ii) has the same rights as the insolvent or incapable member.

If section 1071C applies, this rule is supplemental to it.

30.4 Refusal to register holder

The Company has the same right to refuse to register a personal representative or person entitled to shares on the insolvency or mental incapacity of a member as it would have if that person were the transferee named in a transfer signed by a living, solvent, competent member.

31. UNMARKETABLE PARCELS

31.1 Board power of sale

The Board may sell a share that is part of an Unmarketable Parcel if it does so in accordance with this rule. The Board's power to sell lapses if a takeover (as defined in the Listing Rules) is announced after the Board gives a notice under rule 31.2 and before the Board enters into an agreement to sell the share.

31.2 Notice of proposed sale

Once in any 12 month period, the Board may give written notice to a member who holds an Unmarketable Parcel:

(a) stating that it intends to sell the Unmarketable Parcel; and
(b) specifying a date at least 6 weeks (or any lesser period permitted under the Act or the Listing Rules) after the notice is given by which the member may give the Company written notice that the member wishes to retain the holding.

If the Board's power to sell lapses under rule 31.1, any notice given by the Board under this rule is taken never to have been given and the Board may give a new notice after the close of the offers made under the takeover.

31.3 No sale where member gives notice

The Company must not sell an Unmarketable Parcel if, in response to a notice given by the Company under this rule 31, the Company receives a written notice that the member wants to keep the Unmarketable Parcel.

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31.4 Terms of sale

A sale of shares under this rule includes all dividends payable on and other rights attaching to them. The sale must be made in the ordinary course of trading on a prescribed financial market (as defined for the purposes of the Personal Property Securities Act 2009 (Cth)) and the Company must pay the costs of the sale. Otherwise, the Board may decide the manner, time and terms of sale.

31.5 Share transfers

For the purpose of giving effect to this rule, each Director and each Secretary has power to initiate, execute or otherwise effect a transfer of a share as agent for a member who holds an Unmarketable Parcel.

31.6 Application of proceeds

The Company must:

(a) deduct any Called Amount in respect of the shares sold under this rule from the proceeds of sale and pay the balance into a separate bank account it opens and maintains for the purpose only;
(b) hold that balance in trust for the previous holder of the shares (the " Divested Member ");
(c) as soon as practical give written notice to the Divested Member stating:
(i) what the balance is; and
(ii) that it is holding the balance for the Divested Member while awaiting the Divested Member's instructions and return of the certificate (if any) for the shares sold or evidence of its loss or destruction;
(d) if the shares sold were certificated, not pay the proceeds of sale out of the trust account until it has received the certificate for them or evidence of its loss or destruction; and
(e) subject to paragraph (d), deal with the amount in the account as the Divested Member instructs.

31.7 Protections for transferee

The title of the new holder of a share sold under this rule is not affected by any irregularity in the sale. The sole remedy of any person previously interested in the share is damages which may be recovered only from the Company.

32. ALTERATION OF SHARE CAPITAL

32.1 Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the terms of issue of shares and rule 32.4, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

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32.2 Adjustment of capitalised amounts

The Board may settle any difficulty that arises in regard to a capitalisation of profits as it thinks appropriate and necessary to adjust the rights of members among themselves including:

(a) fix the value of specific assets;
(b) make cash payments to members on the basis of the value fixed for assets or in place of fractional entitlements so as to adjust the rights of members between themselves;
(c) disregard fractional entitlements; and
(d) vest cash or specific assets in trustees.

32.3 Conversion of shares

Subject to Part 2H.1, the Listing Rules and rules 22.2 and 22.6, the Company may convert:

(a) shares into a larger or smaller number of shares;
(b) an ordinary share into a preference share; and
(c) a preference share into an ordinary share,

by resolution passed at a meeting of members (but, in the case of a conversion of partly paid shares into a larger number of shares the proportion between the amount paid and the amount unpaid on each share must be the same as before the conversion).

32.4 Adjustments on conversion

The Board may do anything it thinks appropriate and necessary to give effect to a resolution converting shares including, if a member becomes notionally entitled to a fraction of a share as a result of the conversion:

(a) make a cash payment or disregard fractional entitlements so as to adjust the rights of members between themselves; or
(b) vest fractional entitlements in a trustee to be dealt with as determined by the Board; or
(c) round up fractional entitlements to the nearest whole share by capitalising an amount under rule 32.1 even though not all members participate in the capitalisation.

32.5 Reduction of capital

Subject to the Listing Rules , the Company may reduce its share capital:

(a) by reduction of capital in accordance with Division 1 of Part 2J.1;
(b) by buying back shares in accordance with Division 2 of Part 2J.1;

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(c) in the ways permitted by sections 258E and 258F; or
(d) in any other way for the time being permitted by the Act.

32.6 Payments in kind

Where the Company reduces its share capital in accordance with Division 1 of Part 2J.1, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities in another corporation), or in any other manner permitted by law. If the reduction is by distribution of specific assets, the Board may:

(a) fix the value of any assets distributed;
(b) make cash payments to members on the basis of the value fixed so as to adjust the rights of members between themselves; and
(c) vest an asset in trustees.

32.7 Payment in kind by way of securities in another corporation

Where the Company reduces its share capital by way of distribution of specific assets, being shares or other securities in another corporation, each member is taken to have agreed to become a member of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each Director and each - Secretary their agent and attorney to:

(a) agree to the member becoming a member of that corporation; and
(b) agree to the member being bound by the constitution of that corporation; and
(c) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

33. CURRENCY FOR PAYMENTS

33.1 Board may decide currency

The Board may, with the agreement of the recipient or in accordance with the terms of issue of a share, pay:

(a) dividends;
(b) other amounts payable to members (including repayments of capital and distributions of capitalised amounts); or
(c) remuneration of Directors or other officers,

in the currency of a country other than Australia.

33.2 Conversion to Australian dollars

If the Board decides to make a payment in a currency other than Australian dollars and it is necessary, for the purposes of these rules or for any other purpose, to calculate the Australian dollar equivalent of the payment, the Board must fix a time (earlier than the time

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for payment) and specify the buying or selling rate quoted by a particular financial institution as the time and rate that apply for that purpose.

34. WINDING UP

34.1 Entitlement of Members

Subject to the terms of issue of shares and this rule 34, the surplus assets of the Company remaining after payment of its debts are divisible among the members in proportion to the number of fully paid shares held by them and, for this purpose, a partly paid share is counted as a fraction of a fully paid share equal to the proportion which the amount paid on it bears to the total issue price of the share.

34.2 Distribution of assets generally

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

(a) divide the assets of the Company among the members in kind;
(b) for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different classes of members; and
(c) vest assets of the Company in trustees on any trusts for the benefit of the members as the liquidator thinks appropriate.

34.3 No distribution of liabilities

The liquidator cannot compel a member to accept marketable securities in respect of which there is a liability as part of a distribution of assets of the Company.

34.4 Distribution not in accordance with legal rights

If the liquidator decides on a division or vesting of assets of the Company under rule 34.2 which does not accord with the legal rights of the contributories, any contributory who would be prejudiced by it may dissent and has ancillary rights as if that decision were a special resolution passed under section 507.

35. NOTICES

35.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);
(b) addressed to the person to whom it is to be given; and
(c) either:
(i) delivered personally;
(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that person's address; or
(iii) sent by fax to the fax number (if any) nominated by that person; or

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(iv) sent by electronic message to the electronic address (if any) nominated by that person.

35.2 Overseas members

A member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent.

35.3 When notice is given

A notice to a person by the Company is regarded as given and received:

(a) if it is delivered personally:
(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or
(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day;
(b) if it is sent by fax or electronic message or given under section 249J(3)(cb):
(i) by 5.00 pm (local time in the place from which it is sent or given) on a business day - on that day; or
(ii) after 5.00 pm (local time in the place from which it is sent or given) on a business day, or on a day that is not a business day - on the next business day; and
(c) if it is sent by mail, 1 business day after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

35.4 Notice to joint holders

Notice to joint holders of shares must be given to the joint member named first in the Register. Every person who becomes entitled to a share is bound by every notice in respect of that share that was properly given to a person registered as the holder the share before the transfer or transmission of the share was entered in the Register.

35.5 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

35.6 Notices to "lost" members

If:

(a) on 2 or more consecutive occasions a notice served on a member in accordance with this rule is returned unclaimed or with an indication that the member is not known at the address to which it was sent; or

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(b) the Board believes on other reasonable grounds that a member is not at the address shown in the Register or notified to the Company under rule 35.2,

the Company may give effective notice to that member by exhibiting the notice at the Company's registered office for at least 48 hours.

This rule ceases to apply if the member gives the Company notice of a new address.

36. UNCLAIMED MONEY

The Company must deal with unclaimed dividends and distributions and unclaimed proceeds of shares sold or reissued under this document in accordance with the law relating to unclaimed money in the Company's jurisdiction of registration.

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SCHEDULE 1

Terms of issue of preference shares

1. DEFINITIONS

The following definitions apply in relation to a preference share issued under rule 22.2.

" Dividend Amount " for any Dividend Period means the amount calculated as

DA = DR x N 365

where:

DA = Dividend Amount;

DR = Dividend Rate; and

N = number of days in the relevant Dividend Period.

" Dividend Date " means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

" Dividend Period " means:

(a) the period that begins on and includes the Issue Date and ends on and includes the day before the first Dividend Date after the Issue Date; and
(b) the period that begins on and includes each Dividend Date and ends on and includes the day before the next Dividend Date; and
(c) the period that begins on and includes the last Dividend Date and ends on and includes the day before the Redemption Date.

" Dividend Rate " means the rate specified in the Issue Resolution for the calculation of the amount of dividend to be paid on that preference share on any Dividend Date.

" franked dividend " means a distribution franked in accordance with section 202-5 of the Tax Act.

" Issue Date " means the date on which the share is issued.

" Issue Resolution " means the resolution passed under clause 2 of this schedule.

" redeemable preference share " means a preference share which the Issue Resolution specifies is liable to be redeemed:

(a) at a fixed time or on the happening of a particular event;
(b) at the Company's option; or
(c) at the holder's option.

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" Redemption Amount " in relation to a redeemable preference share means the amount specified in the Issue Resolution to be paid on redemption of that share.

" Redemption Date " in relation to a redeemable preference share, means the date on which the Issue Resolution requires the Company to redeem that share.

" Tax Act " means the Income Tax Assessment Act 1936, the Income Tax Assessment Act 1997, or both, as applicable.

2. ISSUE RESOLUTION

If the Board resolves to issue a preference share, it must pass a resolution which specifies:

(a) the Dividend Date;
(b) the Dividend Rate;
(c) whether dividends are cumulative or non-cumulative;
(d) the priority with respect to payment of dividends and repayment of capital over other classes of shares;
(e) whether the share is a redeemable preference share or not, and if so:
(i) the Redemption Amount; and
(ii) if the share is redeemable at the end of a fixed period, the Redemption Date, or otherwise the circumstances (if any) in which the share is redeemable at the option of the holder or of the Company, the way in which that option must be exercised and the way in which the resulting Redemption Date is ascertained; and
(f) such other terms at the Board may determine.

3. FRANKED DIVIDENDS

If the Issue Resolution specifies that the dividend on preference shares must be a franked dividend, it may also specify:

(a) the extent to which the dividend must be franked (within the meaning of the Tax Act); and
(b) the consequences of the dividend not being franked, which may include an increase of the dividend by the amount of franking credit which would have been imputed to the holder of the share under the Tax Act if the dividend had been franked in accordance with the Issue Resolution.

4. DIVIDEND ENTITLEMENT

The holder of a preference share is entitled to be paid on each Dividend Date, in priority to any payment of dividend on any other class of shares, a preferential dividend of the Dividend Amount for the Dividend Period ending on the day before that Dividend Date. The dividend entitlement is cumulative if the Issue Resolution states that it is cumulative and otherwise is non-cumulative.

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5. PRIORITY ON WINDING UP

The holder of a preference share is entitled, on a winding up, to payment in cash of:

(a) the amount then paid up on the share; and
(b) if the Issue Resolution states that dividends are cumulative, any arrears of dividend,

in priority to any payment to the holders of ordinary shares and any other class of preference share over which the relevant Issue Resolution or rights conferred under rule 22.2 give it priority, but has no right to participate in surplus assets and profits of the Company or to vote on a winding up.

6. VOTING

The holder of a preference share has no right to vote at any meeting of members except:

(a) if the Issue Resolution states that dividends are cumulative, during a period during which a dividend (or part of a dividend) on the share is in arrears;
(b) on a proposal to reduce the Company's share capital;
(c) on a resolution to approve the terms of a buy-back agreement;
(d) on a proposal that affects rights attached to the share;
(e) on a proposal to wind up the Company;
(f) on a proposal for the disposal of the whole of the Company's property, business and undertaking;
(g) during the winding up of the Company; and
(h) in any other circumstances as the Board determines prior to the allotment of preference shares.

7. NOTICES AND FINANCIAL REPORTS

The Company must give the holder of a preference share notice of each meeting of members in accordance with rule 13 and send the holder financial reports in accordance with rule 21.2.

8. REDEMPTION OF REDEEMABLE PREFERENCE SHARES

Subject to the Act, the Company must redeem a redeemable preference share on the Redemption Date by paying the Redemption Amount to the holder in cash, by cheque or in any other form that the Board decides. If the Company sends the holder of a redeemable preference share a cheque for the Redemption Amount, the share is redeemed on the date on which rule 35.3(b) would treat the cheque as being received by the holder, whether or not the holder has presented the cheque. If the holder of a redeemable preference share does not present a cheque for the Redemption Amount within a reasonable period after it is sent, the Company must deal with the Redemption Amount in accordance with rule 36.

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9. EQUAL RANKING ISSUES

Subject to the terms of issue of any particular class of preference share, the issue of further preference shares that rank equally with any issued preference shares is not taken to affect the rights of the holders of the existing preference share whether or not the Dividend Rate for the new preference share is the same as or different from that applicable to that preference share.

SIGNED by each person who consents to become a member of the Company with effect from registration as evidence of that person's agreement to the terms of this constitution.

signature of person who consents to be a member	signature and address of witness

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SCHEDULE 2

Proportional Takeover Bid Approval

1. DEFINITIONS

The following definitions apply in relation to terms used in this schedule.

"Approving Resolution" means a resolution to approve a proportional takeover bid in accordance with this schedule 2;

"Deadline" means the 14th day before the last day of the bid period for a proportional takeover bid;

"Voter" means a person (other than the bidder under a proportional takeover bid or an associate of that bidder) who, as at the end of the day on which the first offer under that bid was made, held bid class securities for that bid.

REFUSAL OF TRANSFERS

2. REFUSAL OF TRANSFERSREQUIREMENT FOR AN APPROVING RESOLUTION

(a) The Company must refuse to register a transfer of shares giving effect to a takeover contract for a proportional takeover bid unless and until an Approving Resolution is passed in accordance with this schedule 2.
(b) This schedule 2 ceases to apply on the third anniversary of its last adoption, or last renewal, in accordance with the Corporations Act.

3. VOTING ON AN APPROVING RESOLUTION

(a) Where offers are made under a proportional takeover bid, the Directors must, call and arrange to hold a meeting of members for the purpose of voting on an Approving Resolution before the Deadline.
(b) The provisions of this constitution concerning meetings of members (with the necessary changes) apply to a meeting held under rule 2(a).
(c) Subject to this constitution, every member present at the meeting held under rule 2(a) is entitled to one vote for each share in the bid class securities that the member holds.
(d) To be effective, an Approving Resolution must be passed before the Deadline.
(e) 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 per cent, and otherwise is taken to have been rejected.
(f) If no Approving Resolution has been voted on as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this schedule, to have been passed in accordance with this schedule 2.

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Lodge your vote:

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----- Start of picture text -----


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Online:

www.investorvote.com.au



By Mail:

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

RSG

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

XX

Vote and view the annual report online



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:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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 For your vote to be effective it must be received by 10:00am (WST) Sunday, 26 November 2017

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.

GO ONLINE TO VOTE,  or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

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
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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. I 9999999999

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Resolute Mining Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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 Resolute Mining Limited to be held at the Central Park Theatrette, 152-158 St Georges Terrace, Perth, Western Australia on Tuesday, 28 November 2017 at 10:00am (WST) 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 Resolutions 1 and 5 - 8 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 5 - 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

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 voting on Resolutions 1 and 5 - 8 by marking the appropriate box in step 2 below.

Items of Business 


P 2 Items of Business			PLEASE NOTE:If you mark theAbstainbox 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.
		For		Against	Abstain			For	Against	Abstain
Resolution 1	Adoption of					Resolution 7	Approval of Potential
	Remuneration						Termination Benefits
Resolution 2	Report Election Ms Yasmin Broughton as a						under the 2017 Performance Rights Plan
Resolution 3	Director Election Mr Mark Potts as a Director					Resolution 8	Approval of Deeds of Indemnity, Access and Insurance
Resolution 4	Re-election of Mr Henry Price as a					Resolution 9	Adoption of New Constitution
	Director					Resolution 10	Approval under section 195
Resolution 5	Renewal of Resolute
	Mining Limited
	Performance Rights
	Plan
Resolution 6	Approval of annual
	grant of
	Performance Rights
	to Mr John Welborn

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.

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SIGN
Signature of Securityholder(s) This section must be completed.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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R S G

9 9 9 9 9 9 A

AI assistant

Resolute Mining Limited — AGM Information 2017

10548_rns_2017-10-26_2c61c8d7-9915-4210-b91d-1693cfa538c7.pdf

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Annual Report

Resolution 1 – Adoption of Remuneration Report

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

Resolution 2 – Election Ms Yasmin Broughton as a Director

Resolution 3 – Election Mr Mark Potts as a Director

Resolution 4 – Re-election of Mr Henry Price as a Director

Resolution 5 - Renewal of Resolute Mining Limited Performance Rights Plan

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

Resolution 6 – Approval of annual grant of Performance Rights to Mr John Welborn

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

Resolution 7 – Approval of Potential Termination Benefits under the 2017 Performance Rights Plan

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

Resolution 8 – Approval of Deeds of Indemnity, Access and Insurance

ENTITLEMENT TO VOTE AND VOTING EXCLUSIONS

Resolution 9 – Adoption of New Constitution

Resolution 10 – Approval under section 195

PROXIES

�SNAP-SHOT� TIME

CORPORATE REPRESENTATIVE

EXPLANATORY MEMORANDUM

Annual Report

Resolution 1 – Adoption of Remuneration Report

Chairman's intentions

Resolutions 2 and 3 – Election of Ms Yasmin Broughton and Mr Mark Potts as Directors

Directors’ recommendation

Resolution 4 – Re-election of Mr Henry Price as Director

Directors’ recommendation

Resolution 5 – Renewal of Resolute Mining Limited Performance Rights Plan

Listing Rule approval

Plan details

Proposed amendments from 2016 Performance Rights Plan

Directors’ recommendation

Resolution 6 – Approval of annual grant of Performance Rights to Mr John Welborn

Background

Quantum

Allocation methodology

Performance period

Vesting conditions and performance hurdles

Chapter 2D of Corporations Act

Chapter 2E of Corporations Act

Listing Rule 10.14

Listing Rule 10.19

Chairman's intentions

Directors’ recommendation

Resolution 7 – Approval of Potential Termination Benefits under the 2017 Performance Rights Plan

Background

(collectively, the Key Officeholders ).

Listing Rule 10.19

Requirements of Part 2D.2 of the Corporations Act

Chairman's intentions

Directors' recommendation

Resolution 8 – Approval of Deeds of Indemnity Insurance and Access

Background

(collectively, the Indemnified Persons ).

(a) No indemnity after cessation of Office

(b) Maintenance of insurance policies

(c) Access to Board papers

Summary of the indemnity and insurance provisions in the Corporations Act

(a) Section 199A of the Corporations Act

(b) Section 199B of the Corporations Act

Shareholder approval

(a) Section 200B of the Corporations Act

(b) Section 208 of the Corporations Act

Chairman's intentions

Directors’ recommendation

Resolution 9 – Adoption of New Constitution

Background

Chairman's intentions

Directors’ recommendation

Resolution 10 – Approval under section 195

Chairman's intentions

Directors’ recommendation

Schedule 1 – Definitions

Schedule 2 – Summary of 2017 Performance Rights Plan Rules

Schedule 3 – New Constitution

Resolute Mining Limited AGM Information 2017