RESOURCES & ENERGY GROUP LIMITED

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17 May 2016

Dear Shareholder

Notice of General Meeting

Please see attached the Notice of Meeting for the Resources & Energy Group Limited regarding the announcement of the appointment of Mr Gavin Rezos as Chairman of the Company. The meeting is to be held at 11:00am on Monday 20 June 2016 at the Offices of Arthur Phillip Pty Ltd, Level 33, 52 Martin Place Sydney NSW.

Thank you for your continued support and we look forward to your attendance.

Yours sincerely

Warwick Heeson Company Secretary

Level 33, 52 Martin Place Sydney NSW 2000 GPO Box 2537 Sydney NSW 2001 P: +612 9227 8900 F: +612 9227 8901

ACN 110 005 822

NOTICE OF GENERAL MEETING

TIME : 11.00am (AEST) DATE : ��20 June 2016 PLACE : The offices of Arthur Philip Pty Ltd Level 33, 52 Martin Place Sydney, NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 2) 9227 8900.

Business of the Meeting (setting out the proposed Resolutions) 3 Explanatory Statement (explaining the proposed Resolutions) 5 Glossary 8 Schedule 1 – Terms and Conditions of Options 17

IM PORTANT INFORM ATION

Time and place of Meeting

Notice is given that the Meeting will be held at 11.00am (AEST) on Monday, 20 June 2016 at:

Arthur Philip Pty Ltd Level 33, 52 Martin Place Sydney, NSW 2000

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 11.00am (AEDT) on Saturday, 18 June 2016.

Voting in person

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

Voting by proxy

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

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

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

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

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

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

Transfer of non-chair proxy to chair in certain circumstances

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

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

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

BUSINESS OF THE M EETING

AGENDA

1.� RESOLUTION 1 – ISSUE OF OPTIONS TO RELATED PARTY��

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 7,500,000 Options to Mr Gavin Rezos (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast on this Resolution by Mr Gavin Rezos (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR GAVIN REZOS

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

“That, for the purpose of clause 11.12 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Gavin Rezos, a Director who was appointed as an additional Director on 22 April 2016, retires, and being eligible, is elected as a Director.”

Date: 17 May 2016

By order of the Board

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WARWICK HEESON COMPANY SECRETARY

EXPLANATORY STATEM ENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – ISSUE OF OPTIONS TO RELATED PARTY

1.1 General

On 22 April 2016, the Company announced the appointment of Mr Gavin Rezos as Chairman of the Company, subject to the ratification of Shareholders at the Company’s next general meeting.

The Company has agreed, subject to obtaining Shareholder approval, to issue 7,500,000 Options ( Related Party Options ) to Mr Gavin Rezos (or his nominee) on the terms and conditions set out below.

Resolution 1 seeks Shareholder approval for the grant of the Related Party Options to Mr Gavin Rezos (or his nominee).

1.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Related Party Options constitutes giving a financial benefit and Mr Rezos is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Rezos who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Related Party Options because the agreement to grant the Related Party Options, reached as part of the remuneration package for Mr Rezos, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

1.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the grant of the Related Party Options involves the issue of securities to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that

the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

1.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 1:

(a) the Related Party Options will be granted to Mr Rezos (or his nominee);
(b) the number of Related Party Options to be issued is 7,500,000;
(c) the Related Party Options will be granted no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Options will occur on the same date;
(d) the Related Party Options will be issued for nil cash consideration, accordingly no funds will be raised; and
(e) the terms and conditions of the Related Party Options are set out in Schedule 1.

Approval pursuant to ASX Listing Rule 7.1 is not required for the grant of the Related Party Options as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the grant of Related Party Options to Mr Rezos (or his nominee) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

2. RESOLUTION 2 – ELECTION OF DIRECTOR – MR GAVIN REZOS

Clause 11.1 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to clause 11.2 of the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Gavin Rezos, having been appointed on 22 April 2016 will retire in accordance with clause 11.2 of the Constitution and ASX Listing Rule 14.4 and being eligible, seeks election from Shareholders.

2.1 Qualifications

Mr Rezos has extensive Australian and international investment banking experience and is a former Investing Banking Director of HSBC Group with regional roles during his HSBC career based in London, Sydney and Dubai. Mr Rezos has held chief executive officer positions and executive directorships of companies in the technology sector in Australia, the United Kingdom, the US and Singapore and was non-executive director of Rowing Australia, the peak Olympic sports body for rowing in Australia in 2009 to 2014. He is currently a nonexecutive director of Iluka Resources and Department 13 International Ltd, executive chairman of Alexium International Group Limited and a principal of Viaticus Capital LLC..

2.2 Independence

If elected, the Board considers that Mr Rezos will be an independent director.

2.3 Board Recommendation

The Board supports the election of Mr Rezos and recommends that Shareholders vote in favour of Resolutions 2.

GLOSSARY

$ means Australian dollars.

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Resources & Energy Group Limited (ACN 110 005 822).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Related Party Option means an Option granted pursuant to Resolution 1 with the terms and conditions set out in Schedule 1.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a registered holder of a Share.

SCHEDULE 1 – TERM S AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph Error! Reference source not found. , the amount payable upon exercise of each Option will be $0.12 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (EST) on 31 March 2021 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period and Vesting Conditions

Pursuant to these terms:

(i) 5,000,000 Options vest upon appointment as a Director and are exercisable at any time on and from 31 March 2017; and
(ii) 2,500,000 Options vest from 31 March 2017 subject to ongoing service to that date and are exercisable at any time from 31 March 2017,

until the Expiry Date ( Exercise Period ).

Notice of Exercise

(i) The Options may be exercised during the Exercise Period by:
(A) notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ); and
(B) payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds or pursuant to the Offset Exercise alternative ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

(i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under Error! Reference source not found.Error! Reference source not found. for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

(o) Acquisition of Options at Company’s Discretion

At any time 6 months prior to the expiry of the Options, the Company may give the holder written notice of its intention to acquire any unexercised Options from the holder 15 business days after the date of the notice.

On the date which is 15 business days after the date of the notice, the Company shall acquire all outstanding Options from the holder on the following terms:

(i) The price per Option shall equal the VWAP (as defined below) less the exercise price per Option.
(ii) The holder shall transfer ownership of the outstanding Options to the Company.
(iii) The Company shall pay to the holder an amount in cash equal to the number of Options multiplied by the price per Option determined in (i) above.

The VWAP is the volume weighted average price for the ordinary shares in the Company in respect of the 1 month period ending 3 days before the date of the notice.

For the avoidance of doubt, the holder may exercise their Options after receiving the notice subject to such exercise being completed prior to the date which is 15 business days after the date of the notice.

(p) Acquisition of Options by Agreement

At any time prior to the expiry of the Options, the Company and the holder may agree that the Company will acquire the holder’s outstanding Options on the following terms:

(i) The price per Option shall equal the Acquisition VWAP (as defined below) less the exercise price per Option.
(ii) The holder shall transfer ownership of the outstanding Options to the Company.
(iii) The Company shall pay to the holder an amount in cash equal to the number of Options multiplied by the price per Option determined in (i) above.

The Acquisition VWAP is the volume weighted average price for the ordinary shares in the Company in respect of the 1 month period ending 3 days before the holder and Company agreed that the Company will acquire the holder’s Options.

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All Correspondence to:

By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

� By Fax: +61 2 9290 9655

� Online: www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am (AEST) on Saturday 18 June 2016

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by Saturday, 18 June 2016 at 11:00am (AEST). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged by:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

� By Fax + 61 2 9290 9655 � By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia Boardroom Pty Limited � In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Resources & Energy Group Limited ACN 110 005 822

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Resources & Energy Group Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at The offices of Arthur Philip Pty Ltd, Level 33, 52 Martin Place, SYDNEY NSW 2000 on Monday, 20 June 2016 at 11:00am (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1 Issue of Options to Related Party – Mr Gavin Rezos Resolution 2 Election of Director – Mr Gavin Rezos

For Against Abstain Resolution 1 Issue of Options to Related Party – Mr Gavin Rezos Resolution 2 Election of Director – Mr Gavin Rezos STEP 3 SIGNATURE OF SHAREHOLDERS* This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2016

AI assistant

RESOURCES & ENERGY GROUP LIMITED — Proxy Solicitation & Information Statement 2016

65687_rns_2016-05-19_92b6e24b-6bbd-465e-907d-77f872e6acbb.pdf

Notice of General Meeting