SANTA FE MINERALS LTD — AGM Information 2012

Oct 23, 2012

EZEATM LIMITED

ACN 151 155 734

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

EXPLANATORY STATEMENT

Date of Meeting Monday, 26 November 2012

Time of Meeting 10.00 am

Place of Meeting The CWA House, 1176 Hay Street, West Perth, Western Australia 6005

EZEATM LIMITED ACN 151 155 734

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF EZEATM LIMITED ACN 151 155 734 (“Ezeatm/the Company”) WILL BE HELD AT THE CWA HOUSE, 1176 HAY STREET, WEST PERTH, WESTERN AUSTRALIA 6005 ON 26 NOVEMBER 2012, AT 10.00 am (WST).

AGENDA

BUSINESS

An Explanatory Statement containing information in relation to each of the following Resolutions accompanies this Notice of Annual General Meeting.

ORDINARY BUSINESS

Item 1 Financial Statement and Reports

To receive and consider the annual financial report of the Company and the reports of the Directors and the Auditors for the financial year ended 30 June 2012.

1. 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, the remuneration report forming part of the Company’s 2012 Annual Report, which is available at www.ezeatm.com.au, be adopted.”

Voting Exclusion

The Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of a member of the Key Management Personnel listed in the Remuneration Report (KMP) or a KMP’s closely related party. However the Company need not disregard a vote if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this resolution; or

• (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on this resolution; and (ii) expressly authorises the chair to exercise the proxy even if this resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

Closely related party is defined in the Corporations Act 2001 (Cth) (Corporations Act) and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

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2. Resolution 2 - Re-election of Mr Mark Jones 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 Jones, being a Director of the Company and who, in accordance with the Constitution of the Company retires at the end of this meeting and who, being eligible to be re-elected as a Director of the Company, and having consented to act, be and is hereby reelected as a Director of the Company.”

3. Resolution 3 - Re-election of Mr Chad Zani as a Director

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

“That, Mr Chad Zani, being a Director of the Company and who, in accordance with the Constitution of the Company retires at the end of this meeting and who, being eligible to be re-elected as a Director of the Company, and having consented to act, be and is hereby reelected as a Director of the Company.”

4. Resolution 4 - Re-election of Mr Zaffer Soemya as a Director

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

“That, Mr Zaffer Soemya, being a Director of the Company and who, in accordance with the Constitution of the Company retires at the end of this meeting and who, being eligible to be re-elected as a Director of the Company, and having consented to act, be and is hereby reelected as a Director of the Company.”

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Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company 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.

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 “snapshot” of shareholders will be taken for the purposes of determining shareholder entitlements to vote at the meeting. The Company’s directors have determined that all shares of the Company that are quoted on ASX at 10:00am WST on 24 November 2012 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.

By Order of the Board of Directors

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Mr Graham Anderson

Company Secretary 17 October 2012

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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.

Members 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 member’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 at 14 Emerald Terrace, West Perth, WA 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 member or his/her attorney duly authorised in writing or, if the member 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 member 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 member 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 (+61 8) 9322 7211.

The proxy may, but need not be, a member 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 otherwise in accordance with the Corporations Act 2001 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.

Important information in respect of proxy voting on Resolution 1 (Remuneration Report)

The key management personnel (KMP) (excluding the Chairman of the meeting) of the Company and their closely related parties will not be able to vote your proxy on Resolution 1 unless you direct them how to vote. If you intend to appoint a member of the KMP (other than the Chairman) or their closely related parties as your proxy, please ensure that you direct them how to vote on Resolution 1.

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EZEATM LIMITED ACN 151 155 734

EXPLANATORY STATEMENT

This Explanatory Statement is for the information of members of Ezeatm Limited (“Ezeatm”) in connection with Resolutions to be considered at the Annual General Meeting of Ezeatm to be held at The CWA House, 1176 Hay Street, West Perth WA 6005 on 26 November 2012, at 10.00 am (WST). If members are in doubt as to how they should vote, they should seek advice from their professional advisors before voting.

Ordinary Business

Item 1: Annual Financial Report

The Annual Report 2012 (including the financial statement, Directors’ report and Auditor’s report for the financial year ended 30 June 2012) is available for review by members at www.ezeatm.com.au and will be tabled at the Meeting. There is no formal resolution to accept the financial statements and reports, but provision will be made for members to question the Directors and the Auditor should they wish to do so.

Whilst there is no requirement for Shareholders to approve the Annual Report, Shareholders will be offered the opportunity to:

• (a) discuss the Annual Report for the financial year ended 30 June 2012 which is available on the ASX platform at www.asx.com.au ;

• (b) ask questions or make comment on the management of the Company; and

• (c) ask the 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 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 auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.

Resolution 1 – Adoption of Remuneration Report

The Board submits its Remuneration Report for the year ended 30 June 2012 to shareholders for consideration and adoption by way of non-binding resolution.

The Remuneration Report is set out on pages 8 to 13 of the 2012 Annual Report. This report can also be found on the Company’s website at www.ezeatm.com.au. The report:

• explains the Company’s remuneration principles relating to the nature and amount of the remuneration of directors, senior managers and other group executives of the Company;

• discusses the relationship between such principles and the Company’s performance; and

• sets out remuneration details for each director and for each relevant executive of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

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The vote on the Remuneration Report is advisory only and will not bind the Company, however the Board places importance on the outcome of the vote and will take it into account when considering the Company’s remuneration policy.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution that a further meeting is held at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

A voting exclusion applies to this item of business, as set out in the Notice of Meeting.

The Board of Directors unanimously recommends that shareholders vote in favour of the adoption of the remuneration report.

Resolution 2, 3 & 4 – To Re-elect Mr Mark Jones, Mr Chad Zani and Mr Zaffer Soemya as Directors

The Constitution of the Company and ASX Listing Rule 14.4 provide that a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the entity.

Mr Jones, Mr Zani and Mr Soemya therefore retire effective at the end of the Annual General Meeting in accordance with the Constitution, and being eligible, has offered themselves for reelection.

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EZEATM LIMITED ACN 151 155 734

14 Emerald Terrace, West Perth, WA, 6005 PO Box 389, West Perth WA 6872

PROXY FORM

Shareholder Details

Name:	............................................................................................................................................................................................................................
Address:	............................................................................................................................................................................................................................
Contact	Telephone No: ...............................................................................................................................................................................................
Contact	Email Address: ...............................................................................................................................................................................................
Contact	Name (if different from above): .................................................................................................................................................................

Appointment of Proxy

I/We being a shareholder/s of Ezeatm Limited and entitled to attend and vote hereby appoint

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The Chairman of the meeting OR (mark with an ‘X’)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and 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, as the proxy sees fit) at the Annual General Meeting of Ezeatm Limited to be held at The CWA House, 1176 Hay Street, West Perth on 26 November 2012 at 10:00am WST and at any adjournment of that meeting.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you:

• (a) acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest;

• (b) expressly authorise the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel for the company, which may include the Chair.

The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

Voting directions to your proxy – please mark to indicate your directions

Special Business	For	Against	Abstain*
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Mr Mark Jones
Resolution 3 Re-election of Mr Chad Zani
Resolution 4 Re-election of Mr Zaffer Soemya

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

*Appointment of a second proxy (see instructions attached).

*If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

%

PLEASE SIGN HERE This section must be signed in accordance with the instructions attached to enable your directions to be implemented

IndividualorShareholder 1 Sole Director and Sole Company Secretary	Shareholder 2 Director	Shareholder3
		Director/Company Secretary

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How to complete this Proxy Form

Your Name and Address

Please print your name and address as it appears on your holding statement and the company’s share register. If shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company on 08 9322 2700 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document
	with the company’s share registry. If you have not previously lodged this
	document for notation, 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 indicate the
	office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate is either included in the Notice of Annual General Meeting or may be obtained from the company’s share registry.

Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting. ie. no later than 10.00am on 24 November 2012. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the company’s registered office at 14 Emerald Terrace, West Perth Western Australia 6005 or by post, PO Box 389, West Perth WA 6872 or sent by facsimile to the registered office on 08 9322 7211.

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CORPORATE REPRESENTATIVE FORM

Shareholder Details

This is to certify that by a resolution of the Directors of:

………………………………………………………………………….…….….………... ( Company ), Insert name of shareholder company

the Company has appointed:

……………………..……………………………………………………………………….……….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001 , to act as the body corporate representative of that company at the meeting of the members of EZEATM LIMITED to be held on 26 November 2012 and at any adjournments of that meeting.

DATED ………………………………………………………. 2012

Please sign here Executed by the Company ) ) in accordance with its constituent ) documents

.....................................................….………….… .......................................................….………………… Signed by authorised representative Signed by authorised representative ........................................................…………...… .......................................................….………………… Name of authorised representative (print) Name of authorised representative (print) .....................................................…………….…. .......................................................….……………….. Position of authorised representative (print) Position of authorised representative (print)

Instructions for Completion

• Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).

• Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

• Insert the date of execution where indicated.

Send or deliver the Certificate to the registered office of Ezeatm Limited 14 Emerald Terrace, West Perth Western Australia 6005 or by post, PO Box 389, West Perth WA 6872 or sent by facsimile to the registered office on 08 9322 7211.

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