WHL ENERGY LIMITED

ACN 113 326 524

NOTICE OF ANNUAL GENERAL MEETING

TIME : 3:00pm (WST) DATE : 22 November 2011 PLACE : The Celtic Club 48 Ord Street West Perth, WA 6005

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, Matthew Edmondson, on (+61 8) 6500 0235.

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	19
Schedule 1 - Terms and Conditions of the Options	20
Schedule 2 - Valuation of the Options	22
IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 3:00pm (WST) on 22 November 2011 at:

The Celtic Club 48 Ord Street West Perth, WA, 6005

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 Annual General Meeting are those who are registered Shareholders at 3:00pm (WST) on 20 November 2011.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to Advanced Share Registry 150 Stirling Highway, Nedlands WA 6009; or
(b) facsimile to Advanced Share Registry on facsimile number (+61 8) 9389 7871; or
(c) email to Advanced Share Registry at [email protected],

so that it is received not later than 3:00 pm (WST) on 20 November 2011.

Proxy Forms received later than this time will be invalid.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes 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 (i.e. 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 (i.e. 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 (i.e. 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;
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 MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 3:00pm (WST) on 22 November 2011 at the Celtic Club, 48 Ord Street, West Perth Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purpose 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 annual financial report for the financial year ended 30 June 2011.”

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

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

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

However, a person described above may vote on this Resolution if:

(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN CHANDLER

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

“That John Chandler, a director having been appointed since the last Annual General Meeting and ceasing to hold office in accordance with clause 56.2 of the Constitution, being eligible and having offered himself for re-election, be re-elected as a director of the Company.”

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID ROWBOTTAM

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

“That for the purposes of clause 58.1 of the Constitution and for all other purposes, David Rowbottam, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 65,000,000 Shares at an issue price of $0.032 each on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who participated in the issue and any associates of those persons. 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.

6. RESOLUTION 5 – NON-EXECUTIVE DIRECTORS’ REMUNERATION

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 61 of the Constitution, ASX Listing Rule 10.17 and for all other purposes, Shareholders approve the maximum total aggregate fixed sum per annum to be paid to Non-Executive Directors be set at $400,000 per annum to be paid in accordance with the terms and conditions set out in the Explanatory Statement”.

Voting Exclusion: The Company will disregard any votes cast on Resolution 5 by a Director of the Company and any of their associates. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the Meeting as proxy for a person entitled to vote, in accordance with a direction on a 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 of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

7. RESOLUTION 6 – APPROVAL OF ISSUE OF SCHEME OPTIONS – JOHN CHANDLER

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 10.14, Section 208 of the Corporations Act and for all other purposes, approval is given for the Directors to issue up to 2,000,000 Scheme Options to John Chandler (or his nominee) pursuant to the Employee Share Option Plan in accordance with the terms and conditions of the Employee Share Option Plan, a summary of which is set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director (except those who are ineligible to participate in any employee incentive scheme in relation to the Company) and any associates of those persons. 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 of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 7 – APPROVAL OF RETIREMENT BENEFIT TO PETER BARTTER

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

“That, for the purposes of Chapter 2E, Section 200B and Section 200E of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, the Shareholders approve the giving of benefits to Peter Bartter in connection with Peter Bartter ceasing to hold a managerial or executive office in the Company, on the terms set out in the Explanatory Statement accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this resolution by Peter Bartter or any associate of Peter Bartter. 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 of the Meeting; and
(b) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

DATED: 19 OCTOBER 2011

BY ORDER OF THE BOARD

==> picture [102 x 46] intentionally omitted <==

_________ MATTHEW EDMONDSON COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 3:00pm (WST) on 22 November 2011 at the Celtic Club, 48 Ord Street, West Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

In accordance with amendments to the Corporations Act the Company is no longer required to provide a hard copy of the Company’s annual financial report to Shareholders unless a Shareholder has specifically elected to receive a printed copy. These amendments may result in reducing the Company’s printing costs.

While the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested to do so, Shareholders may view the Company annual financial report on its website at www.whlenergy.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Remuneration Report is set out in the Director’s Report in the Company’s 2011 Annual Report.

The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company.

Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Company at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2.2 Changes to the Corporations Act

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the remuneration report at the annual general meeting, and then again at the company's 2012 annual general meeting, the company will be required to put to shareholders a resolution proposing the calling of an [extraordinary] general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of shareholders vote in favour of the Spill Resolution, the company must convene the [extraordinary] general meeting ( Spill Meeting ) within 90 days of the company's 2012 annual general meeting. All of the directors who were in office when the company's 2012 directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for reelection at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors is approved will be the directors of the company.

2.3 Proxy restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2.4 Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2011.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN CHANDLER

3.1 General

Clause 56.1 of the Constitution allows the Directors to appoint at any time a person to be a Director 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.

Clause 56.2 of the Constitution states unless the Director is an Executive Director and the Listing Rules do not require that Director to be subject to retirement as set out in this clause, a Director appointed under clause 56.1 will hold office until the end of the next annual general meeting of the Company, at which the Director may be re-elected but he or she will not be taken into account in

determining the number of Directors who must retire by rotation at the meeting in accordance with clause 58 of the Constitution.

The Listing Rules exempt a Managing Director but not an Executive Director from being subject to retirement.

3.2 Re-election

John Chandler was appointed by the Board as a Director of the Company before the Annual General Meeting, on 17 August 2011. At the Annual General Meeting he will retire in accordance with clause 56.2 of the Constitution and, being eligible, seeks re-election.

John Chandler

Mr Chandler brings to this new role a strong background in oil and gas company management and corporate governance.

After graduating with an LLB (Hons), Mr Chandler went on to establish a career within the legal industry, progressing to become a Managing Partner at Parker and Parker, as well as the Perth Office of KPMG Legal. He has over 30 year’s commercial and legal experience.

Mr Chandler is also a Non-Executive Director of ASX listed oil and gas company Sino Gas & Energy Holdings Limited and an unlisted engineering company. In addition, he is the Associate Director of the Centre for Mining, Energy and Natural Resources Law in the Law School at the University of Western Australia.

3.3 Directors Recommendation

The Directors (excluding John Chandler) recommend that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID ROWBOTTAM

4.1 General

Clause 58.1 of the Constitution requires that at the close of each annual meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors, must retire.

Clause 58.2 of the Constitution requires that the directors to retire by rotation at the annual general meeting are those Directors who have been longest in office since their last election. Directors elected on the same day may agree among themselves or determine by lot which of them must retire. Subject to clause 75.7 of the Constitution, a Director must retire from office at the conclusion of the third annual meeting after the Director was last elected, even if his or her retirement results in more than one-third of all Directors retiring from office. A retiring Director remains in office until the end of the meeting and will be eligible for re-election.

Clause 75.7 of the Constitution states that a Managing Director is not subject to retirement by rotation and is not taken into account in determining the rotation of retirement of Directors. Any other Executive Directors are subject to retirement by rotation.

4.2 Re-election

The Company currently has four Directors, however, one Director, Peter Bartter, will not be taken into account in determining the number of Directors to retire by rotation as he intends to retire as a director at the end of the Annual General Meeting and not stand for re-election. Accordingly, the Company has one

qualifying Director for the purpose of clause 58.1 of the Constitution and one must retire at the Annual General Meeting.

David Rowbottam was appointed by the Board as a Director of the Company on 6 September 2010. Mr Rowbottam, is the Director having been the longest in office since his last election, retires by rotation in accordance with clause 58.1 of the Constitution and, being eligible, seeks re-election.

David Rowbottam

Mr Rowbottam is a qualified accountant with over 25 years’ experience across a variety of industry sectors. He has previously held the position of Managing Director for an ASX listed entity with international interests. Recent experience has included merger and acquisition transactions on behalf of a publicly listed entity including funding through a public placement. Mr Rowbottam has also been the Company Secretary and Chief Financial Officer for a number of unlisted entities in the resources, construction and power generation sectors both in Australia and overseas.

4.3 Directors Recommendation

The Directors (excluding David Rowbottam) recommend that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE - SHARES

5.1 General

On 3 June 2011, the Company issued 65,000,000 Shares at $0.032 each to raise $2,080,000.

None of the subscribers pursuant to this issue were related parties of the Company.

Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of those Shares ( Share Ratification ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% threshold set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Technical Information Required By Listing Rule 7.4

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the Share Ratification:

(a) 65,000,000 Shares were allotted;
(b) the issue price of the Shares was $0.032 per Share;
(c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

(d) the Shares were allotted and issued to Seychelles Petroleum Company Limited; and
(e) the funds raised from the issue were used for general working capital purposes.

6. RESOLUTION 5 – INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES

In accordance with the ASX Listing Rules and the Company’s Constitution, the remuneration of Non-Executive Directors shall not be increased except pursuant to a resolution passed by Shareholders at a general meeting of the Company.

Currently, the maximum annual aggregate amount which may be provided as remuneration to all Non-Executive Directors of the Company for their services as Directors out of the funds of the Company is $350,000.

Fees paid to Non-Executive Directors are reported both in the Directors’ Report and in a Note to the financial statements.

Shareholder approval is now sought for an increase of $50,000 in the maximum annual aggregate amount of remuneration that may be provided to NonExecutive Directors, taking the maximum annual aggregate amount to $400,000. This increase will:

(a) permit an increase in Directors fees consistent with current market rates;
(b) enable appropriate succession at the Board; and
(c) ensure the Board (and the establishment of any Committee’s) continue to have available Directors with the appropriate mix of skills, expertise and experience, along with the flexibility to ensure a Board of the appropriate size is in place to serve the Company and its Shareholders effectively.

The Board does not propose at this stage to further increase the number of directors; however an increase to the remuneration pool will allow the Board to continue to retain and attract appropriately qualified directors and provide the Board with the flexibility to manage any future changes in its membership and composition as appropriate.

7. RESOLUTION 6 – ISSUE OF SCHEME OPTIONS – JOHN CHANDLER

7.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 2,000,000 Options ( Scheme Options ) under the employee share option scheme adopted by the Company on 31 May 2011 ( Scheme ) to John Chandler (a Related Party ) pursuant to the Scheme and on the terms and conditions set out below.

A summary of the terms and conditions of the Scheme Options is set out in Schedule 1. The full terms and conditions of the Scheme may be obtained free of charge by contacting the Company.

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.

In addition, ASX Listing Rule 10.14 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities under an incentive option scheme to a director of the entity, an associate of the director, or a person whose relationship with the entity, director or associate of the director is, in ASX’s opinion, such that approval should be obtained.

The issue of Scheme Options to John Chandler requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit. As John Chandler is a Director, he is a related party of the Company.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Scheme Options to John Chandler.

7.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.14)

For the purposes of Listing Rules 10.14 and 10.15A, and Chapter 2E of the Corporations Act; the following information is provided in relation to John Chandler:

(a) the related party is John Chandler, who is a related party of the Company by virtue of being a Director;
(b) the maximum number of Scheme Options (being the nature of the financial benefit being provided) to be granted to the Related Party is 2,000,000;
(c) the exercise price of each Scheme Option will be $0.085;
(d) the Scheme Options will be issued on the terms and conditions set out in Schedule 1;
(e) David Rowbottam and Steven Noske have received Scheme Options under the Scheme since the adoption of the Scheme at the general meeting held on 31 May 2011. David Rowbottam has received 10,000,000 Scheme Options and Steve Noske has received 15,000,000 Scheme Options under the Scheme;
(f) any person who is in the full-time or part-time employment of, or is a director of the Company or any subsidiary (if any) is entitled to participate in the Scheme. As at the date of this Notice of Annual General Meeting, the Related Parties (being either directors or employees) are eligible to participate in the Scheme. Currently David Rowbottam, Steven Noske and Peter Bartter are the only other Directors entitled to participate in the Scheme;
(g) the Scheme Options will be issued to John Chandler no later than three years after the date of the Annual General 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 allotment will occur on the same date;
(h) details of any Scheme Options issued under the Scheme will be published in each annual report of the Company relating to a period in which Scheme Options have been issued, and that approval for the issue of the Scheme Options was obtained under Listing Rule 10.14;

(i) other people who would be a related party under the Corporations Act and become entitled to participate in the Scheme and have not been named in this Notice will not participate in the Scheme until approval is obtained under Listing Rule 10.14;
(j) no loans will be provided to John Chandler by the Company in connection with the growth of the Scheme Options or the underlying issue of the Shares should the Scheme Options be exercised;
(k) the Scheme Options will be granted for nil cash consideration, accordingly no funds will be raised;
(l) the value of the Scheme Options and the pricing methodology is set out in Schedule 2;
(m) the relevant interests of John Chandler in securities of the Company are set out below;

Related Party	Shares	Options
John Chandler	130,000	Nil

(n) the remuneration from the Company to John Chandler for both the current financial year and previous financial year are set out below:

Related Party	Current Financial Year to 19 October	Previous Financial Year
John Chandler	$5,450	Nil

(o) in the event Shareholder approval is obtained a total of 2,000,000 Scheme Options will be allotted and issued. If exercised, this will increase the number of Shares on issue from 1,226,588,386 to 1,228,558,386 (assuming no other Shares are issued and that no Options are exercised) with the effect that the shareholding of existing Shareholders would be diluted by 0.16% (sixteen one hundredths of one percent);

(p) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	$0.059	8 September 2011
Lowest	$0.026	1 July 2011
Last	$0.051	18 October 2011

(q) the primary purpose of the issue of the Scheme Options to John Chandler is to provide cost effective consideration to John Chandler for his ongoing commitment and contribution to the Company in his role as Director. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Scheme Options upon the terms proposed; and

(r) the Board acknowledges the issue of the Scheme Options to John Chandler is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the issue of the Scheme Options to John Chandler reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves.

7.3 Directors’ Recommendation

(a) Mr John Chandler declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of this Resolution.
(b) In respect of Resolution 6, David Rowbottam recommends that Shareholders vote in favour of Resolution 6 for the following reasons:
(i) the purpose set out in Section 7.2(q) above;
(ii) the issue of the Scheme Options to John Chandler is an appropriate form of incentive to maximise returns to Shareholders; and
(iii) the terms of the proposed issue of Scheme Options to John Chandler are reasonable to the Company.
(c) In respect of Resolution 6, Steve Noske recommends that Shareholders vote in favour of Resolution 6 for the following reasons:
(i) the purpose set out in Section 7.2(q) above;
(ii) the issue of the Scheme Options to John Chandler is an appropriate form of incentive to maximise returns to Shareholders; and
(iii) the terms of the proposed issue of Scheme Options to John Chandler are reasonable to the Company.
(d) In respect of Resolution 6, Peter Bartter recommends that Shareholders vote in favour of Resolution 6 for the following reasons:
(i) the purpose set out in Section 7.2(q) above;
(ii) the issue of the Scheme Options to John Chandler is an appropriate form of incentive to maximise returns to Shareholders; and
(iii) the terms of the proposed issue of Scheme Options to John Chandler are reasonable to the Company.
(e) In forming their recommendations, each Director considered the experience of John Chandler and current market practices when determining the number of Scheme Options to be granted.

8. RESOLUTION 7 - APPROVAL OF RETIREMENT BENEFIT TO PETER BARTTER

8.1 General

The Corporations Act restricts the benefits which can be given to certain persons (those who hold a managerial or executive office, as defined in the Corporations Act) on leaving their employment. Under section 200B of the Corporations Act, a company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the company or its related bodies corporate, if it is approved by shareholders pursuant to section 200E of the Corporations Act, or if an exemption in Part 2D.2 of the Corporations Act applies to the benefit.

The provisions of the Corporations Act relating to retirement benefits were amended in 2009 to significantly reduce the maximum retirement benefits that can be given without prior shareholder approval (being 12 months “estimated annual base salary” under section 200G of the Corporations Act). The new, lower retirement benefits cap applies to any person who holds a management or executive office. Under the retirement benefits laws, the term “benefit” has a wide operation.

The Company has agreed to provide a retirement benefit of 5,000,000 Options to Peter Bartter ( Retirement Benefit ), who intends to retire as a director at the end of the Annual General Meeting and not stand for re-election.

The Company has determined that none of the exemptions in Part 2D.2 of the Corporations Act apply to the Retirement Benefit to Peter Bartter and accordingly, Shareholder approval is being sought to provide the Retirement Benefit to Peter Bartter pursuant to Sections 200B and 200E of the Corporations Act.

Section 200E of the Corporations Act requires certain information to be provided to Shareholders in approving a benefit. This information is set out below in Section 8.3.

8.2 Related Party

The Company has determined that Peter Bartter is a related party of the Company by virtue of Peter Bartter being a Director of the Company at the date of this Notice of Annual General Meeting pursuant to Section 228(2) 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 the Retirement Benefit to Peter Bartter requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit and, as a Director at the date of this Notice of Annual General Meeting, Peter Bartter is a related party of the Company.

In addition, 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.

The grant of the Retirement Benefit to Peter Bartter requires the Company to obtain Shareholder approval because the grant of the Retirement Benefit constitutes giving a financial benefit and as a Director, Peter Bartter is a related party of the Company.

8.3 Background and information required by Section 200E of the Corporations Act

Peter Bartter has been a director since 10 March 2005. From 28 November 2008 until 6 September 2010, Peter Bartter was employed by the Company as Executive Chairman. From 6 September 2010 until 30 September 2011, Peter Bartter was Non-Executive Chairman of the Company. Peter Bartter will continue as a Non-Executive Director until his retirement at the end of this Annual General Meeting.

The primary purpose of the payment of the Retirement Benefit to Peter Bartter is to acknowledge his commitment and contribution to the Company in his role as a Director of the Company.

8.4 Shareholder approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13; the following information is provided in relation to Peter Bartter:

(a) the related party is Peter Bartter, who is a related party of the Company by virtue of being a Director;
(b) the nature of the financial benefit to be issued to Peter Bartter is 5,000,000 Options, being the Retirement Benefit which is granted by the Company upon the cessation of Peter Bartter’s services as a director of the Company (Refer to Section 8.3 above for further details);
(c) the Options will be granted to Peter Bartter no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Options will be issued on one date;
(d) the Options will be granted for nil cash consideration, accordingly no funds will be raised, however the exercise price of each Option will be $0.085;
(e) the Options will be issued on the same terms and conditions as the Scheme Options set out in Schedule 1;
(f) the value of the Options and the pricing methodology is set out in Schedule 2;
(g) if the Options granted to Peter Bartter are exercised, a total of 5,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,226,588,386 to 1,231,588,386 (assuming that no other Options or Scheme Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.41% (forty one one hundredths of one percent);

The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;

(h) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out in Section 7.2(p) above;
(i) the relevant interests of Peter Bartter in securities of the Company are set out below:

set out below:
Director	Shares	Options
Peter Bartter	47,500,000	Nil

(j) the remuneration and emoluments from the Company to Peter Bartter for the previous financial year and the remuneration and emoluments for the current financial year, up to Peter Bartter’s resignation as a Director, are set out below (including superannuation):

Directors	Current Financial Year to 19 October 2011	Previous Financial Year
Peter Bartter	$16,350	$83,600

(k) the primary purpose of the granting of the Options to Peter Bartter, is to reward Peter Bartter for his commitment and contribution to the Company in his role as a Director of the Company. The current Board considers that there are no significant opportunity costs to the Company and benefits foregone by the Company in making the Retirement Benefit to Peter Bartter as the Company will be receiving $0.085 cents per share for each option exercised by Peter Bartter.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to Peter Bartter as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Options to Peter Bartter will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

8.5 Directors’ Recommendation

(a) Peter Bartter declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of this Resolution.
(b) In respect of Resolution 7, David Rowbottam recommends that Shareholders vote in favour of Resolution 7 for the following reasons:
(i) the purpose set out in Section 8.4(k) above; and
(ii) the terms of the proposed issue of Options to Peter Bartter are reasonable to the Company.
(c) In respect of Resolution 7, Steve Noske recommends that Shareholders vote in favour of Resolution 7 for the following reasons:

(i) the purpose set out in Section 8.4(k) above; and
(ii) the terms of the proposed issue of Options to Peter Bartter are reasonable to the Company.
(d) In respect of Resolution 7, John Chandler recommends that Shareholders vote in favour of Resolution 7 for the following reasons:
(i) the purpose set out in Section 8.4(k) above; and
(ii) the terms of the proposed issue of Options to Peter Bartter are reasonable to the Company.
(e) In forming their recommendations, each Director considered the experience and contribution of Peter Bartter and current market practices when determining the number of Options to be granted.

9. ENQUIRIES

Shareholders should contact the Company Secretary, Mr Matthew Edmondson, on (+61 8) 6500 0235 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or the 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.

Closely Related Party has the meaning as set out in Section 2.4 of the Explanatory Statement.

Company means WHL Energy Limited (ACN 113 326 524).

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 of Meeting.

Key Management Personnel has the meaning as set out in Section 2.4 of the Explanatory Statement.

Notice, Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option or a Scheme Option (as the context requires).

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report has the same meaning as set out in Section 2.4 of the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as

the context requires.

Scheme means the Company incentive Option Scheme adopted at the general meeting on 31 May 2011.

Scheme Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS (RESOLUTIONS 6 AND 7)

Please note that the Scheme Options to be issued to Peter Bartter pursuant to Resolution 7 have the same terms as the Options detailed below.

The following is a broad summary of the rights, privileges and restrictions attaching to the unlisted options ( Options ). The Options have the following rights attached to them:-

(a) The Options are options to subscribe for Shares in the Capital of the Company.
(b) The exercise price of the Options is $0.085 per option.
(c) The Options will lapse on 31 August 2013.
(d) The Options will be transferable in whole or in part subject to the provisions of the Constitution of the Company, Corporations Act and the ASX Listing Rules.
(e) The Options will be vested on the date they are issued.
(f) The Options may be exercised wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the exercise price per Option to the Company at any time on or after the date on which the Options are issued and on or before the 31 August 2013. Reminder notices will be forwarded to each optionholder prior to the expiry date options not exercised before the Expiry Date will lapse.
(g) Upon the valid exercise of the Options issued under this Prospectus and payment of the exercise price, the Company will issue Shares raking pari passu with the then issued Shares of the Company.
(h) As noted above, the Company does not intend to apply for listing of the Options on the ASX.
(i) The Company shall apply for listing on the ASX of the resultant Shares issued upon exercise of any of the Options.
(j) Reconstruction of Capital : If during the currency of the Options the issued capital of the Company is reconstructed (including capital reductions and share consolidations and divisions), the number or nominal value of the Options to which the holder is entitled will be reconstructed in the same proportion as the issued capital of the Company is reconstructed in accordance with the ASX Listing Rules but in all respects the term of the exercise of the Options shall remain unchanged. Where appropriate the exercise price of the Options will be revised in accordance with the ASX Listing Rules.
(k) Bonus Issue : If there is a bonus issue to the holders of the ordinary Shares of the Company, the number of ordinary Shares over which the Option is exercisable will be increased by the number of ordinary Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.
(l) Rights Issue : If the Company makes a rights issue (other than a bonus issue), the exercise price of Options on issue will be reduced accordingly as set out in the ASX Listing Rules.

(m) Participating Rights and Entitlements : The Options carry no right (without exercising the Options) to participate in rights issues which may be offered by the Company to its Shareholders after the date of the issue of the Options or in dividends. However, the Company must give prior notice to the Option holders of any new issue before the record date for determining entitlements to the issue in accordance with ASX Listing Rules and Option holders have the right to exercise the Options prior to the record date for determining entitlements.
(n) Amendments : Despite anything else contained in these terms to the contrary, the terms and conditions may be changed by the Company to the extent it reasonably considers to be necessary to comply with the ASX Listing Rules, particularly as they may apply to a reconstruction or reorganisation of the capital of the Company at the time of reorganisation or reconstruction.

SCHEDULE 2 – VALUATION OF OPTIONS

The Options to be issued to Peter Bartter and John Chandler (Scheme Option for John Chandler) pursuant to Resolutions 6 and 7 have been valued by management.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Scheme Options (Scheme Option for John Chandler) were ascribed a value range, as follows:

value range, as follows:
Assumptions:	Peter Bartter	John Chandler

Valuationdate	18/10/11	18/10/11

Market price ofShares*	$0.052	$0.052

Exercise price	$0.085	$0.085

Expiry date	31 August 2013	31 August 2013

Risk freeinterestrate	6.25%	6.25%

Volatility	99.91%	99.91%

Discount rate (to reflect the fact that the vesting conditions may not be achieved and marketability)	80%	80%

Indicative value per Option (Scheme Option for John Chandler)	$0.0054	$0.0054

Total Value of Options (Scheme Option for JohnChandler)	$26,827.47	$10,730.99

Note: The valuation ranges noted above are not necessarily the market prices that the Options (Scheme Option for John Chandler) could be traded at and they are not automatically the market prices for taxation purposes.

*Assumes a VWAP of $0.052 for the 5 trading days preceding the date of the Notice of Annual General Meeting.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

PROXY FORM

APPOINTMENT OF PROXY WHL ENERGY LIMITED ACN 113 326 524

ANNUAL GENERAL MEETING

I/We

==> picture [403 x 45] intentionally omitted <==

being a member of WHL Energy Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint Name of proxy OR the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 3:00pm (WST), on 22 November 2011 at The Celtic Club, 48 Ord Street, West Perth, Western Australia 6005, and at any adjournment thereof.

Important for Resolution 1 : If the Chair of the Meeting or any member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or a Closely Related Party of that member is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report or Closely Related Party of that member is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

If the Chair of the Annual General 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 Resolutions 5 to 7 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 5 to 7 and that votes cast by the Chair of the Annual General Meeting for Resolutions 5 to 7 other than as proxy holder will be disregarded because of that interest. 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 Resolutions 5 to 7 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 5 to 7.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Adoption of Remuneration Report Resolution 2 – Re-election of a Director – John Chandler Resolution 3 – Re-election of a Director – David Rowbottam Resolution 4 – Ratification of prior issue of Shares Resolution 5 – Non-Executive Directors’ Remuneration Resolution 6 – Approval of issue of Scheme Options – John Chandler Resolution 7 – Approval of retirement benefit to Peter Bartter

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): ____

WHL ENERGY LIMITED ACN 113 326 524

Instructions for completing ‘appointment of proxy’ form

1.

( Appointing a Proxy ): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
( New Sections 250BB and 250BC of the Corporations Act ): New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes 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 is 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 (i.e. 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 (i.e. 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 (i.e. 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;
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.

4. ( Signing Instructions ):

( Individual ): Where the holding is in one name, the member must sign.
( Joint Holding ): Where the holding is in more than one name, all of the members should sign.
( Power of Attorney ): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

5.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Advanced Share Registry 150 Stirling Highway, Nedlands WA 6009; or
(b) facsimile to the Advanced Share Registry on facsimile number (+61 8) 9389 7871; or
(c) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy forms received later than this time will be invalid.

AI assistant

ZIMI LIMITED — AGM Information 2011

66122_rns_2011-10-20_c9244f50-0362-4756-9438-f2366095de95.pdf

WHL ENERGY LIMITED

NOTICE OF ANNUAL GENERAL MEETING

TIME AND PLACE OF MEETING

VOTING ELIGIBILITY

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN CHANDLER

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID ROWBOTTAM

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF SHARES

6. RESOLUTION 5 – NON-EXECUTIVE DIRECTORS’ REMUNERATION

7. RESOLUTION 6 – APPROVAL OF ISSUE OF SCHEME OPTIONS – JOHN CHANDLER

8. RESOLUTION 7 – APPROVAL OF RETIREMENT BENEFIT TO PETER BARTTER

DATED: 19 OCTOBER 2011

BY ORDER OF THE BOARD

_________ MATTHEW EDMONDSON COMPANY SECRETARY

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Changes to the Corporations Act

2.3 Proxy restrictions

2.4 Definitions

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – JOHN CHANDLER

3.1 General

3.2 Re-election

John Chandler

3.3 Directors Recommendation

4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID ROWBOTTAM

4.1 General

4.2 Re-election

David Rowbottam

4.3 Directors Recommendation

5. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE - SHARES

5.1 General

5.2 Technical Information Required By Listing Rule 7.4

6. RESOLUTION 5 – INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES

7. RESOLUTION 6 – ISSUE OF SCHEME OPTIONS – JOHN CHANDLER

7.1 General

7.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.14)

7.3 Directors’ Recommendation

8. RESOLUTION 7 - APPROVAL OF RETIREMENT BENEFIT TO PETER BARTTER

8.1 General

8.2 Related Party

8.3 Background and information required by Section 200E of the Corporations Act

8.4 Shareholder approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

8.5 Directors’ Recommendation

9. ENQUIRIES

GLOSSARY

$ means Australian dollars.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS (RESOLUTIONS 6 AND 7)

SCHEDULE 2 – VALUATION OF OPTIONS

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

ANNUAL GENERAL MEETING

OR

Voting on Business of the Annual General Meeting

Instructions for completing ‘appointment of proxy’ form

1.

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

4.

( Signing Instructions ):

5.

More from ZIMI LIMITED

ZIMI LIMITED AGM Information 2011