SANDFIRE RESOURCES LIMITED — AGM Information 2006

Oct 11, 2006

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Sandfire Resources N L will be convened at 9.30 am on Tuesday, 14 November 2006, at the Celtic Club 48 Ord Street West Perth, Western Australia.

If you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form. The completed Proxy Form must be received by the Company at least 48 hours before the commencement of the meeting.

An Explanatory Statement is attached. Shareholders should read this in full.

GENERAL BUSINESS

Annual Accounts:

"To Receive and consider the annual Company financial statements and reports of the Directors and the Auditor for the vear ended 30 June 2006."

ORDINARY BUSINESS

To consider and if thought fit to resolve for the limited purposes of S250 R(3)

RESOLUTION 1- Adoption of Remuneration Report

"That the Remuneration Report contained in the 2006 Annual Report be adopted by shareholders."

To consider, and if thought fit, to pass, with or without modification, the following ordinary resolutions:

RESOLUTION 2 - Re-Election of Graeme Hutton as a Director

"That Mr Graeme Hutton, being a Director of the Company who retires in accordance with the Company's Constitution and, being eligible offered himself for re-election, be re-elected as a Director."

RESOLUTION 3 - Ratification of an Issue of Securities by Directors.

"That, pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of the Australian Stock Exchange Limited and for all other purposes, the Company ratifies the allotment and issue of 3,000,000 ordinary shares in the capital of the company at a 55 cent issue price."

Votina Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by any of the persons or an associate of that person who participated in the issue of the Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed However, the Company need not disregard a vote if:

• the vote is cast by a person as proxy for a person who is entitled to vote, in accordance $\left($ i) with the directions on the proxy form; or
• the vote is cast by the person chairing the meeting as proxy for a person who is $(ii)$ entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 4 - Grant of Options to Peter Thomas

"That, pursuant to and in accordance with Listing Rule 10.11 of the ASX Listing Rules, Chapter 2E of the Corporations Act 2001 and all other purposes, the Directors be authorised to issue 1,000,000 options in the Company to Mr P Thomas or his nominee, the details of which are set out in the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by Peter Thomas or an associate of that person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if:

• the vote is cast by a person as proxy for a person who is entitled to vote, in $(1)$ accordance with the directions on the proxy form; or
• $(ii)$ the vote 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.

RESOLUTION 5 - Grant of Options to Gregory Steemson

"That, pursuant to and in accordance with Listing Rule 10.11 of the ASX Listing Rules, Chapter 2E of the Corporations Act 2001 and all other purposes, the Directors be authorised to grant 1,000,000 options to subscribe for shares in the Company to Mr G Steemson or his nominee, the details of which are set out in the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by Gregory Steemson or an associate of that person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if:

• the vote is cast by a person as proxy for a person who is entitled to vote, in $(i)$ accordance with the directions on the proxy form; or
• the vote is cast by the person chairing the meeting as proxy for a person who is $(ii)$ entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

ABN 55 105 154 185

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 6 - Grant of Options to Graeme Hutton

"That, pursuant to and in accordance with Listing Rule 10.11 of the ASX Listing Rules, Chapter 2E of the Corporations Act 2001 and all other purposes, the Directors be authorised to grant 1,000,000 options to subscribe for shares in the Company to Mr G Hutton or his nominee, the details of which are set out in the Explanatory Statement forming part of this Notice of Meeting."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by Graeme Hutton or an associate of that person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed. However, the Company need not disregard a vote if:

$(i)$ the vote 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

$(ii)$ the vote 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.

Dated this 10th day of October 2006

BY ORDER OF THE BOARD

Malcolm K Smartt COMPANY SECRETARY

ABN 55 105 154 185

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide Shareholders with material information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of the Company. Amongst other things, this Explanatory Statement provides Shareholders with the information required to be provided to Shareholders by the Corporations Act 2001 and the Official Listing Rules of the Australian Stock Exchange Limited (ASX Listina Rules).

The Explanatory Statement sets out an explanation of each of the resolutions to be put to Shareholders.

General Business

Receiving Financial Statements & Reports

The Corporations Law 2001 requires that Shareholders view the Annual Company and consolidated financial statements and reports of the Directors and the Auditor each and every year.

Shareholders will be given an opportunity to ask questions of the Directors and the Auditors in relation to the financial statements of the Company that have been provided to Shareholders with this Notice and Explanatory Statement at the Annual General Meeting.

Ordinary Business

RESOLUTION 1

Adoption of remuneration Report.

The Corporations Act requires that the Company propose a resolution that the Remuneration Report be adopted. Section 250R(3) provides that the vote on this resolution is advisory only and does not bind the Company or the Directors of the Company. In accordance with the Corporations Act, shareholders may ask questions and make comments about this report. The remuneration report can be found in the Annual Report.

RESOLUTION 2 Re-election of Graeme Hutton as a Director.

Mr Hutton was appointed as a Director of the Company at the date of incorporation being 18 June, 2003.

The Company's Constitution requires that one third of all Directors be re-elected each year and that re-election be put to shareholders for approval.

Mr Hutton is a geologist with more than 30 years experience in the Resource Sector. Mr Hutton has substantial experience on the Board of Public Companies.

RESOLUTION 3 Ratification of an Issue of Shares and Options by Directors

Resolution 3 seeks shareholder ratification pursuant to Listing Rule 7.4 for the placement of 3,000,000 shares as announced on 25 August 2006 pursuant to the excluded offer provisions of the Corporations Act (Section 708).

The shares were issued to a number of sophisticated investors Listing Rule 7.4

Listing Rule 7.4 provides that an issue made within the 15% limit will be treated as having been made with the prior approval of shareholders for the purpose of Listing Rule 7.1. The Company is requesting shareholders ratify the issue of the Shares the subject of Resolution 3 for the purpose of Listing Rule 7.4, so that the Company will have flexibility to issue further securities under Listing Rule 7.1 without seeking shareholder approval, if the need or opportunity arises.

EXPLANATORY STATEMENT

Shareholder's ratification for the issue of these shares is now sought pursuant to ASX Listing Rule 7.4 to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, in the next 12 months without shareholder approval.

Additional Information

In accordance with Listing Rule 7.5 the following information is provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

• 1. 3,000,000 ordinary shares were issued:
• 1. the Ordinary Shares were issued at 55 cents per share.
• 1. the Ordinary Shares issued rank equally in all respects with, and are on the same terms as, the existing ordinary shares issued in the capital of the Company;
• 1. the shares were issued to a number of sophisticated investors and non related parties; and
• 1. the purpose of the issue was to raise funds for continued exploration at the newly acquired tenements at Borroloola.

RESOLUTION 4, 5 and 6

Grant of Options to Peter Thomas, Gregory Steemson, and Graeme Hutton.

Under Resolutions 4, 5 and 6 Shareholder approval is being sought for the grant of Options to related parties of the Company.

The purpose of the issue of options to Messrs Thomas, Steemson and Hutton is to grant an incentive to provide dedicated and ongoing commitment and effort to the Company. The issue of options as part of the remuneration package of Directors is an established practice of junior public listed companies and has the benefit of conserving cash whilst properly rewarding the Directors. Based on this, the Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act 2001 requires Shareholder approval to be obtained for the issue of any options to Directors.

ASX Listing Rule 10.11

For the purposes of Listing Rule 10.13, the following information is provided to shareholders:

• The name of the persons (or their nominees) to whom the securities will be issued; a)
• $\bigcap$ Mr P Thomas
• ii) Mr G Steemson; and
• $III$ Mr G Hutton

p) The number of securities to be granted

3,000,000 options are to be granted as follows:

Name of Director	Number of Options
Mr P Thomas	1,000,000
Mr G Steemson	1,000,000
Mr G Hutton	1,000,000

EXPLANATORY STATEMENT

• The date by which the Company will grant the securities Within 1 month of the General Meeting c) d) The issue price of the securities and terms of the issue - There is no issue price for these options
• and they will be granted for no consideration. The terms and conditions of the Options are set out on page 8 of this Explanatory Statement.
• A voting Exclusion Statement See Notice of Meeting e)
• The intended use of the funds raised There will be no funds raised f)

By reason of ASX Listing Rule 7.2 (Exception 14), if the approval of the Shareholders for the issue of these options is obtained pursuant to Listing Rule 10.11, separate approval is not required pursuant to Listing Rule 7.1. This means that the issue of these options will not erode the Company's ability to issue equity securities up to the 15% limit prescribed by the ASX Listing Rule 7.1 without further Shareholder approval.

Chapter 2E of the Corporations Act 2001 ("the Act")

Chapter 2E of the Act prohibits, subject to certain exceptions (none of which are relevant here), a Company from giving a financial benefit to a related party of the Company without prior Shareholder approval.

A "related party" for the purposes of the Corporations Act is widely defined. It includes a director of a public company or specified members of the director's family. It also includes an entity over which a director maintains control.

A "financial benefit" for the purposes of the Corporations Act is also defined widely. It includes a public company paying money to another entity. It also includes the public company granting an option over its securities. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and the effect of the transaction (rather than just the legal form) and any consideration which has been given is to be disregarded, even if it is full or adequate.

For the purposes of Chapter 2E of the Act, Messrs Thomas, Steemson and Hutton are "related parties" - and the issue of Options to them constitutes "financial benefits" which require prior Shareholder approval.

In accordance with Section 219 of the Act, the following information is provided to Shareholders to allow them to assess whether or not it is in the Company interests to pass this resolution.

a) Messrs Thomas, Steemson and Hutton are related parties by virtue of them being directors of the Company. Subject to Shareholder approval, the following maximum number of Options will be granted to Messrs Thomas, Steemson and Hutton or their respective nominees:

Name of Related Party	Number of Options
Peter Thomas	1,000,000
Gregory Steemson	1,000,000
Graeme Hutton	1,000,000
Total	3,000,000

• The nature of the financial benefit is the issue of the options for nil consideration as noted above and on b) the terms set out at the end of this Explanatory Statement.
• Messrs Thomas, Steemson and Hutton express no opinion and make no recommendations to the C) shareholders in respect Resolutions 3, 4 and 5 because they have a material interest in the outcome of the respective Resolutions.
• Messrs Thomas, Steemson and Hutton have an interest in the outcome of these resolutions and details of d) the potential benefits are listed below.

ABN 55 105 154 185

EXPLANATORY STATEMENT

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors

Current Share Capital

If the options are issued pursuant to the proposed resolution, the Company considers that Messrs Thomas, Steemson and Hutton will have a vested interest in the affairs of the Company. As options are a performance based incentive, they will have an incentive to ensure that the market price of the shares of the Company increases to create a value in the options and this will benefit all Shareholders. Should the options be exercised \$1,500,000 of working capital will be raised at no significant cost.

As the primary purpose of the proposed issue to the Directors is not to raise capital but to provide an incentive to the Directors for services they intend to provide, the Company does not believe that the issue will involve any significant opportunity cost.

The potential cost to the Company of the issue of 3,000,000 options is that there will be dilution of the issued share capital if the options are exercised. In the most unlikely event that the options were all exercised before the current issued capital of 62,098,626 was otherwise expanded the dilution effect would be 4.6%. However it is much more likely that the current capital will be expanded before the options are exercised. For example, if all of the contributing shares and unlisted options currently on issue are exercised first, the dilutionary effect of the exercise of all of the options would be 3.5%.

The options are likely to be exercised at a time when the market price of the Company's shares is greater than the exercise price of the options. It follows that there will be a theoretical detriment in so far as the Company will be required to issue shares at a price lower than it may might otherwise have been able to, with the results that less funds will be raised – but of course this disregards entirely the benefit the Company will have received in exchange for the options and the value added to the market capitalisation of the Company since the strike price for the options was announced to shareholders on 24 July 2006.

Valuation of Options

ASIC guidelines specify that a valuation must be carried out in line with the International Accounting Standards Board's (IASB) Exposure Draft on Share Based Payments. This leaves it up to individual companies to choose a valuation model from a number of alternatives. Making the right choice has real consequences both for meeting shareholder expectations about disclosure and transparency, and ultimately how effectively option-based incentives are in rewarding executives for performance. It seems to your directors that compliance with the quideline is of little if any assistance to shareholders in making a decision or at all.

The Black-Scholes calculation method has been adopted by the company as it is widely recognised by relevant authorities and bodies as being appropriate and most companies today value their options using the Black-Scholes method. While the use of this method is very widespread, in the experience of the directors the method produces unhelpful results, Whilst it is beyond the scope of this explanatory memorandum to analyse the reasons for the difference between reality and theory, some pertinent observations follow.

The model is based on theoretical foundations and assumptions. It calculates the theoretical call price (ignoring dividends paid during the life of the option) using five determinants of an option's price: stock price, strike price, volatility, time to expiration, and short-term (risk free) interest rate.

Option values as determined using the method are very sensitive to changes in volatility. Volatility however cannot be directly observed and must be estimated.

The Black-Scholes price is nothing more than the amount an option writer would require as compensation for writing a call and completely hedging the risk. The hedger's view about future stock prices is irrelevant.

Your directors do not adopt the result of the application of the method as producing a valid indication of the value of the options.

ABN 55 105 154 185

EXPLANATORY STATEMENT

Volatility

In valuing the options, a volatility factor of 80% has been used.

In the case of exploration companies, high volatility is common. Share prices can move upward or downward according to innumerable events and often the factors motivating buyers and sellers have no bearing on inherent "value" - many recent examples of irrational exuberance have been manifest in the scramble for uranium shares.

The application of the Black-Scholes method can produce wildly different results on a daily basis as the following examples demonstrate.

On 21 July 2006 the Directors resolved to seek shareholder approval for these options. On that date the closing price was 49 cents.

On 24 July 2006 the proposed issue was announced to the market and on that day the closing price for shares in the company was 52 cents.

On the date that the Black-Scholes method was initially applied for the purpose of calculating the value of the options for disclosure in this explanatory memorandum, the closing price for shares in the company was 50 cents.

On 4 October 2006 when the price of shares in the company closed at 53 cents. ASX notified the company that (an earlier version of) this Notice of Meeting had been reviewed and was not contrary to the Listing Rules.

On 5 October 2006, when the closing price for shares in the company was 58 cents, (an earlier version of) this Notice was sent to ASIC.

On 9 October shares in the company traded as high as 65 cents and closed at 64 cents.

Your directors have no confidence that any indication as to value will assist in a meaningful way. However, in order to comply with policy, a range of values applying Black-Scholes methodology (and discounting the product thereof as detailed below), applying consistent variables other than price, is set out below:

Valuation per option
23.94 cents
26.88 cents
29.96 cents
32.97 cents

In arriving at these valuations, apart from pricing, the same variables were used, namely:

• 5.5% interest rate; 1.
• 1. 80% volatility;
• 1. exercise price of 50 cents:
• 1. 1855 days between grant date and expiry;

with the product being discounted by 30% to take cognisance of the options not being listed and the difficulty confronting directors but not other shareholders in having to report to the market all changes to their relevant interests.

ABN 55 105 154 185

EXPLANATORY STATEMENT

Utilising the value ascribed to the options by adopting an assumed 60 cent share price, the "value" of the options to each Director will be as follows:

a)	Mr P Thomas	- \$299,600
$\vert$ b)	Mr G Steemson	- \$299,600
C)	Mr G Hutton	- \$299,600

In summing up, the directors do not regard the application of the Black-Scholes valuation method (or any other method) prior to the date of grant of the options as providing a reliable indication of the value which will be attributed to the options at the date of their grant (which will be up to 2 months after the date of this notice).

Directors' Remuneration

Currently each Director receives the following from the Company:

• Mr Thomas, as a non executive director, receives a cash benefit of \$50,000 per annum; a)
• Mr Steemson receives circa \$195,000 per annum in technical consulting fees; and b)
• Mr Hutton receives \$100,000 per annum in consulting fees. $\mathcal{C}$

Directors' Shareholdings

	Ordinary fully paid shares	Contributing Shares
P S Thomas (registered holder Peter Thomas and Susan Goodwin ATF Waterford Retirement	400,000	1.000,000
Plan)
G H Steemson (registered holder Gregory Hugh and Barbara Fay Steemson)	1,414,286	20,000
G J Hutton (registered holder Faustus Nominees Pty Ltd)	5,676,822

Share Price

The price of the Company's shares quoted on the ASX over the last 12 months have ranged from a low of 11.5 cents on 8 February 2006 to a high of 70 cents on 1 September 2006. The closing price of the Shares on ASX on the trading day immediately preceding the date of lodgement of this Notice with the ASIC was 58 cents on 6 October 2006.

Other Information

Neither the Directors nor the Company are aware of any other information that would be reasonably required by the shareholders to make a decision in relation to the financial benefits contemplated by Resolutions 4, 5 and 6.

Annexure A

Material Terms and Conditions of Options

The Options will entitle the holders to subscribe for Shares in the Company on the following terms:

• each Option entitles the holder, when exercised, to one (1) Share in the Company; $(a)$
• $(b)$ the Options are exercisable at any time on or prior to 5.00pm (Western Standard Time) on 30 September 2011 (Expiry Date) by completing an Option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company:
• $(c)$ each option may be exercised by notice in writing to the Company during the period referred to in condition (b), accompanied by payment of 50 cents per share;
• an Option does not confer the right to a change in exercise price or a change in the number of $(d)$ underlying shares over which the Option can be exercised:
• all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's $(e)$ then issued ordinary shares (Shares). The Company will apply for the quotation on ASX of all Shares issued upon exercise of the Options:
• $(f)$ there are no participating 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. However, the Company will ensure that for the purposes of determining entitlements to and such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and
• $(q)$ if at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to company with the Listing Rules applying to the reorganisation of capital at the time of the reorganisation.

PROXY FORM

The Secretary Sandfire Resources N L Po Box 1495 West Perth. Western Australia 6872 Fax: (08) 9226 5844

SHAREHOLDER DETAILS

Name of Shareholder: ....................................

Address of Shareholder: ....................................

I/We being a member(s) of Sandfire Resources N L, hereby appoint the following person or failing him/her the Chairman of the Meeting as my/our Proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at The Celtic Club 48 Ord Street West Perth. Western Australia on Tuesday 14 November 2006 at 9.30 am (and at any adjournment thereof) in the manner indicated below or as he/she thinks fit.

PROXY'S DETAILS:

Name of Proxy: www.martine.com/communications/communications/communications/communications/communications
	(Surname)	(Given Names)

Address of Proxy: ....................................

INSTRUCTIONS AS TO VOTING - Refer attached Notes to the Proxy Form

If you wish to direct your proxy how to vote with respect to the proposed resolutions, please indicate the manner in which your proxy is to vote by placing a "X" in the appropriate box below, otherwise your proxy will vote or abstain from voting as he/she thinks fit.

If you do not wish to direct your proxy how to vote, please place a mark in the box.

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded of that interest.

PROXY'S VOLING INSTRUCTIONS (OPTIONAL) ⇨	FOR	AGAINST	ABSTAIN
Ordinary Resolutions
1. Adoption of Remuneration Report
2. Election of Graeme J Hutton as a
Director of the Company
3. Ratification of an issue of securities
by Directors
4. Grant of Options to Peter S
Thomas
5. Grant of Options to Gregory H
Steemson
6. Grant of Options to Graeme J
Hutton

It is the Chairman's intention to vote in favour of all resolutions in relation to undirected proxies. REFER OVERLEAF

FOR INDIVIDUALS OR JOINT HOLDERS

Signature of Shareholder

(Joint Shareholders)

Signature of Shareholder	Name (Please Print)		Date
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

IF THE MEMBER IS A COMPANY. The COMMON SEAL of the company was herewith affixed in accordance with the Constitution in the presence of:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, *************************************** Director

. . . . . . . . . . . . . . . . . . . . Director/Secretary Date

Name (Please Print)

IF THE MEMBER IS A COMPANY HAVING ONE PERSON AS ITS SOLE DIRECTOR AND SOLE COMPANY SECRETARY. The COMMON SEAL of the company was herewith affixed in accordance with the Constitution in the presence of:

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Sole Director/Company Secretary

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Date

Date

NOTES TO THE PROXY FORM

Pursuant to the Company's Constitution and the Corporations Act 2001, any person registered in the Register of Shareholders as a holder of one or more shares 48 hours prior to the time of commencement of the Meeting is entitled to attend and vote at the Meeting.

Shareholders are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

The Proxy Form and the Power of Attorney (if any) or the instrument appointing the proxy and power of attorney (if any) under which it is signed (or an office copy or notarially certified copy thereof) must be deposited at the Registered Office of the Company (1 Ventnor Avenue, West Perth Western Australia 6005) at least 48 hours prior to the time of holding of the Meeting (and at any adjournment thereof), at which the individual named in the Proxy Form proposes to vote.

A proxy must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, under its common seal or under the hand of an authorised officer or attorney.

A person authorised (pursuant to the provisions of the Corporations Act 2001) by a corporation which is a Shareholder of the Company to act as its representative at the Meeting is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Shareholder of the Company.

A legible facsimile transmission copy of the instrument and the power of attorney or other authority is acceptable. The facsimile number to which a Proxy Form may be sent is (08) 9226 5844.

The proxy may, but need not be, a Shareholder of the Company.

Corporate Representation

A company may only vote by proxy, power of attorney or by appointment of a corporate representative. The instrument appointing a proxy is not valid unless the original instrument and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where necessary) or a copy or facsimile which appears on its face to be an authentic copy of that proxy, or power of attorney is submitted to the Registered Office within the time set out herein. A company must sign a proxy under common seal in accordance with its Constitution or under power of attorney, which must be produced, with the Proxy Form.

If the shares are registered in the name of more than one person, all such holders must sign the Proxy Form.

To be valid a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the

satisfaction of the Directors.