Notice of AGM

RNS Number : 6115F

Solomon Gold PLC

28 April 2011

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.  If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.  If you have sold or transferred all of your ordinary shares in Solomon Gold Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the ordinary shares.

solomon gold plc

(Registered in England & Wales with Company No. 5449516)

Letter from The Chairman

Directors Cameron Wenck Nicholas Mather Brian Moller Dr. Robert Weinberg John Bovard 27 April 2011

Registered Office Ten Dominion Street London EC2M 2EE United Kingdom Corporate Office Level 5, 60 Edward Street Brisbane, QLD 4000 Australia Tel: + 61 7 3303 0660 Fax: [phone] Email: [e-mail] Website: www.solomongold.com

Dear Shareholder,

Introduction

The purpose of this letter is to provide you with a brief explanation for the resolutions proposed by Solomon Gold plc ("Solomon Gold" or the "Company") as set out in the attached notice convening an Annual General Meeting ("AGM") of the Company at 4.00pm (Brisbane, Australia time) on Tuesday, 24^th May 2011 (the "Notice of AGM").

The Company would like to propose the following Resolutions:

Resolution 1

Resolution 1 is to receive the Company's financial statements and the report of the directors and auditors for the year ended 30 June 2010.  Shareholders will have a reasonable opportunity at the AGM to ask questions and comment on these reports and on the business and operations of the Company.

Resolution 2

Cameron Wenck retires in accordance with the Articles of Association of the Company ("Articles") and, being eligible, offers himself for re-appointment as a director.

Resolution 3

Nicholas Mather retires in accordance with the Articles of the Company and, being eligible, offers himself for re-appointment as a director.

Resolution 4

Robert Weinberg retires in accordance with the Articles of the Company and, being eligible, offers himself for re-appointment as a director.

Resolution 5

Resolution 5 is to re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next AGM at which accounts are laid before the Company at a remuneration level to be determined by the directors.

Resolution 6

The Directors have resolved to defer to members for approval of the proposed grant of 2,200,000 options to Nicholas Mather (Chief Executive Officer), 1,100,000 options to Cameron Wenck (Chairman), and 880,000 to each of Brian Moller, Robert Weinberg and John Bovard (all Non-Executive Directors), (or their respective nominees) each a Director of the Company, (each a "Recipient") (the "Director Options").  The terms of the Director Options are set out in more detail in Annexure 1.

The Company has consulted with its nominated adviser regarding the above grant of the Director Options.

As each Director is interested in the outcome of Resolution 6, each Director accordingly makes no recommendation to Shareholders in respect of resolution 6 to which he is the proposed recipient of Director Options.  However, the Directors note that some of the reasons for the proposed grant of options to the Directors include:

(i)        the grant of the Director Options as proposed will provide the Directors with incentive and align their interests for the progression of the Company with that of all shareholders;

(ii)       the Director Options are not intended as a substitute for salary or wages or as a means for compensation for past services rendered; and

(iii)     in the Company's circumstances as they exist as at the date of this Chairman's Statement, the disinterested directors consider the proposed Director Options provide a cost-effective and efficient incentive as opposed to alternative forms of cash-based incentives (eg. bonuses, increased remuneration levels). 

Resolution 7

Resolution 7 is an Ordinary Resolution proposing to authorise the Board to allot and issue equity securities in the Company up to an aggregate nominal amount of £2,000,000, such authority to expire at the next AGM or fifteen months after the passing of this resolution whichever date is the earlier 

Resolution 8

Resolution 8 is a Special Resolution.  The Companies Act 2006 (the "Act") requires that any equity securities issued for cash must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to this requirement not applying.  It is proposed that this authority also be renewed for the same period as the authority under Resolution 7.  The £2,000,000 nominal amount of ordinary shares to which this authority relates represents approximately 2.9 per cent of the issued share capital of the Company as at the date hereof.

Resolution 9

Resolution 9 is a Special Resolution which is proposed to repeal the Company's existing Articles in their entirety and replace with new Articles of Association (the "New Articles"). The Company is proposing to adopt the New Articles to ensure that it has articles of association which are comprehensive and in line with legislative changes introduced by the Companies Act 2006.  The principal changes introduced in the New Articles are set out in Annexure 2.  The remaining changes which are of a minor, technical or clarifying nature or which otherwise expand on matters already addressed have not been noted in Annexure 2.

The New Articles are available for inspection at the Company's registered and business offices.

Shareholder Voting

All Shareholders registered as holding ordinary shares of the Company at 4:00pm (Brisbane, Australia time) on the second day prior to the date of the AGM or any adjournment of it shall be (unless otherwise entitled to do so) entitled to attend the AGM and vote on the Resolutions proposed thereat.

Action to be taken by Shareholders

Attached to the Notice of AGM accompanying this letter is a Proxy Form for use by Shareholders.  All Shareholders are invited and encouraged to attend the AGM or, if they are unable to attend in person, to complete, sign and return the Proxy Form to the Company.  Lodgement of a Proxy Form will not preclude the Shareholder from attending and voting at the AGM in person.

Shareholders can either deliver the Proxy by hand, by mail, by facsimile or as an attachment by email.

Recommendation

The Board believes that the Resolutions are fair and reasonable and in the best interests of the Company and Shareholders alike, and therefore recommends* you to vote in favour of them.

*Note: As each Director is interested in the outcome of one of Resolutions 6, each Director accordingly makes no recommendation to Shareholders in respect of the resolution to which he is the proposed recipient of options.

Yours faithfully,

Cameron Wenck, Chairman

ANNEXURE 1

Options Terms

A summary of the material terms of the Director Options is set out below:

·      The securities to be issued to each recipient are options to subscribe for ordinary shares in the share capital of the Company ("Shares").

·      The Director Options are to be issued for nil consideration.

·      The exercise price of each Director Option ("Exercise Price") is set out below.

Resolution	Recipient	Total number of options	Exercise price per Share
Resolution 6	Nicholas Mather	2,200,000	£0.50
Resolution 6	Cameron Wenck	1,100,000	£0.50
Resolution 6	Brian Moller	880,000	£0.50
Resolution 6	Dr Robert Weinberg	880,000	£0.50
Resolution 6	John Bovard	880,000	£0.50

·      The Director Options will lapse and expire immediately on the earlier of:

(a)  three (3) years from the date of issue;

(b)  the expiration of one (1) month, or any longer period as may be determined by the Directors, after the relevant Director ceases to be a director of the Company; or

(c)   the Director ceasing to be a director of the Company due to fraud or dishonesty.

·     The Director Options will not be transferable in whole or in part and may not be exercised by any other person (except, in the case of the Director Option holder's death, by his or her legal personal representative).

·     Upon the valid exercise of the Director Options and payment of the Exercise Price, the Company will issue Shares ranking pari passu with the then issued Shares.

·     The Director Options will vest on the longer of:

a)    12 months from the date of issue; or

b)    when the 30 day VWAP for the Company reaches 50 pence (£0.50).

ANNEXURE 2

SUMMARY OF NEW ARTICLES

The material differences between the existing articles of association of the Company (the "Current Articles") and the proposed articles of association (the "New Articles") are summarised below. Changes of a minor, conforming or purely technical nature have not been mentioned specifically.

The Company's objects

The provisions regulating the operation of the Company were previously set out in the Company's memorandum and articles of association. The Company's memorandum contained, among other things, the objects clause which set out the scope of the activities the Company is authorised to undertake. This was drafted to give a wide scope.

The Act significantly reduces the constitutional significance of a company's memorandum. The Act provides that a memorandum will record only the names of subscribers and the number of shares each subscriber has agreed to take in the Company. Under the Act, the objects clause and all other provisions which were contained in the Company's memorandum at 1 October 2009 are deemed to be contained in its articles of association, although the Company can remove these provisions by a special resolution.

Further, the Act states that unless a company's articles provide otherwise, a company's objects are unrestricted. This abolishes the need for companies to have objects clauses. For this reason, the Company is proposing to remove its objects clause together with all other provisions of its memorandum which, by virtue of the Act, are treated as forming part of the Company's articles of association as of 1 October 2009. Resolution 9 confirms the removal of these provisions.

As the effect of this resolution will be to remove the statement previously in the Company's memorandum of association regarding limited liability, the New Articles also contain an express statement regarding the limited liability of the members of the Company.

Authorised share capital and unissued shares

The Act abolishes the requirement for a company to have an authorised share capital. The New Articles reflect this and all references to authorised share capital have been removed. Directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be required under the Act, save in respect of employee share schemes.

Redeemable shares

Under the Companies Act 1985, if a company wished to issue redeemable shares, it had to include in its articles the terms and manner of redemption. The Act enables directors to determine such matters provided they are authorised to do so by the Company's articles. The New Articles contain such an authorisation. The Company has no plans to issue redeemable shares but if it did so the directors would require shareholder's authority to issue new shares in the usual way.

Suspension of registration of share transfers

The Current Articles permit the directors to suspend the registration of transfers. Under the Act, share transfers must be registered as soon as practicable. The power in the Current Articles to suspend the registration of transfers is inconsistent with this requirement. Accordingly, this power has been removed in the New Articles.

Voting by proxies on a show of hands

The Shareholders' Rights Regulations have amended the Act so that it now provides that each proxy appointed by a shareholder has one vote on a show of hands unless the proxy is appointed by more than one shareholder, in which case the proxy has one vote for and one vote against if the proxy has been instructed by one or more shareholders to vote for the resolution and by one or more shareholders to vote against the resolution. The New Articles contain provisions which clarify these rights.

Electronic conduct of meetings

Amendments made to the Act by the Shareholders' Rights Regulations specifically provide for the holding and conducting of electronic meetings. The New Articles include amendments to provide greater scope for members to participate in meetings of the Company even if they are not present in person at the principal place where the meeting is held. The New Articles allow for members to participate not only by attendance at different meeting locations but also by any other electronic means of participation.

Voting record date

Under the Act, as amended by the Shareholders' Rights Regulations, the Company must determine the right of shareholders to vote at a general meeting by reference to the register not more than 48 hours before the time for the holding of the meeting, not taking into account weekends and bank holidays. The Current Articles have been amended to reflect this requirement.

Validity of votes

Following the implementation of the Shareholders' Rights Regulations, proxies are expressly required to vote in accordance with the instructions given to them by shareholders. The New Articles contain a provision stating that the Company is not required to enquire whether a proxy or corporate representative has voted in accordance with instructions given to him and that votes cast by a proxy or corporate representative will be valid even if he has not voted in accordance with his instructions.

Change of name

Under the Companies Act 1985, a company could only change its name by special resolution. Under the Act, a company is able to change its name by other means provided for by its articles. To take advantage of this provision, the New Articles enable the directors to pass a resolution to change the Company's name.

Directors' fees

In line with ABI's Companies Act and Articles of Associations Guidance published in October 2009, the New Articles contains a monetary cap on the amount of fees payable to directors. Shareholders should note that this limit does not apply to the salaried executive directors.

Authorisation of Directors' conflicts

Under the Act, directors are empowered to authorise situations where a director has, or may have, a direct or indirect interest which conflicts, or may conflict, with the interests of the Company.  The New Articles set out the procedure for such authorisation by the directors.

Notice periods

The New Articles clarify that, in calculating a period of hours for the purposes of deemed delivery of notices under the New Articles, no account shall be taken of any part of a day that is not a working day.

City Code on Takeovers and Merger of the United Kingdom

The Company is not subject to the City Code on Takeovers and Mergers (City Code). However, in order to protect the interests of its shareholders, the Company has decided to voluntarily apply and abide by the general principles of the City Code. The New Articles confirm that, in managing and conducting the business of the Company, the directors shall use reasonable endeavours to apply and abide by the general principles of the City Code.

Furthermore, should the Company be subject to an offer from a third party, the New Articles confirm that the directors shall use reasonable endeavours to apply (and shall procure an undertaking from any such offeror to apply) the relevant provisions of the City Code. The New Articles authorise the directors to use their discretion and to take such action as they may deem fit where they have reason to believe that an applicable provision of the City Code has been or may be breached (including, for example, an ability to mandate the sale of shares if relevant City Code thresholds are exceeded). In applying the general principles and provisions of the City Code pursuant to the New Articles, the responsibility for ensuring compliance would rest with the directors, and shareholders should note in particular the United Kingdom Panel on Takeovers and Mergers would not have jurisdiction in respect of the Company.

General

Several statutory references have been amended in the New Articles to take account of the implementation of provisions in the Act and repeal of corresponding sections of the Companies Act 1985. Some definitions have also been changed and additional definitions added to bring them in line with relevant provisions of the Act. In addition, other miscellaneous non-material changes have been made to reflect current law and practice.  Generally, the New Articles are more prescriptive than the Current Articles.

SOLOMON GOLD PLC

(Incorporated in England and Wales with registered number 5449516)

________________________________________

NOTICE OF ANNUAL GENERAL MEETING

________________________________________

Notice is hereby given that the annual general meeting of Solomon Gold plc (the "Company") will be held on 24 May 2011 at 4.00pm(Brisbane Australia time) at the offices of Hopgood Ganim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000, Australia for the following purposes:

To consider and, if thought fit, pass resolutions 1 to 7 which will be proposed as ordinary resolutions and resolutions 8 and 9 which will be proposed as special resolutions:

1.            To receive the Company's financial statements and the report of the directors and auditors for the year ended 30 June 2010.

2.            To re-appoint Cameron Wenck as a director of the Company who retires in accordance with the Articles, and is eligible for reappointment.

3.            To re-appoint Nicholas Mather as a director of the Company who retires in accordance with the Articles, and is eligible for reappointment.

4.            To re-appoint Robert Weinberg as a director of the Company who retires in accordance with the Articles, and is eligible for reappointment.

5.            To re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which accounts are laid before the Company at a remuneration to be determined by the directors.

6.            THAT the following directors of the Company be granted such number of options to subscribe for shares in the company as set out below:

(a)       Nicholas Mather (Chief Executive Officer) 2,200,000 options to subscribe for 2,200,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue;

(b)       Cameron Wenck (Chairman) 1,100,000 options to subscribe for 1,100,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue;

(c)       Brian Moller (a director) 880,000 options to subscribe for 880,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue;

(d)       Robert Weinberg (a director) 880,000 options to subscribe for 880,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue;

(e)       John Bovard (a director) 880,000 options to subscribe for 880,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue.

7.            THAT the directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to a maximum aggregate nominal amount of £2,000,000 provided that this authority shall expire on the date of the next annual general meeting of the Company after the passing of this resolution or, if earlier, fifteen months from the date of passing this resolution save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted  or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for, or to convert any security into shares, in pursuance of such an offer or agreement as if the authority conferred had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares or grant rights for or to convert any securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

To consider and, if thought fit, pass the following resolutions, Resolutions 8 and 9 which will be proposed as special resolutions:

8.            THAT, subject to and conditional on the passing of resolution 7, the directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolution 7 as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited:

(a)       the allotment of equity securities in connection with a rights issue or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;

(b)       the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of £2,000,000,

and this authority shall expire on the date of the next annual general meeting of the Company after the passing of this resolution or, if earlier, fifteen months from the date of passing this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby has not expired.

9.            THAT, the Articles of Association contained in the document produced to the meeting and signed by the Chairman for the purposes of identification, be approved and adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing articles of association, with effect from the conclusion of the Annual General Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Karl Schlobohm
Company Secretary
22 April 2011

Notes:

1.      A member of the Company entitled to attend and vote at the above meeting may appoint a proxy to attend and (on a poll) vote instead of him. A proxy need not be a member of the Company.

2.      Completion and return of a form of proxy does not preclude a member from attending and voting at the meeting in person should he so wish.

3.      A form of proxy is enclosed and to be valid must be completed and signed and returned (together with a letter or power of attorney or other written authority, if any, under which it is signed or a notarially certified or office copy of such power or written authority):

(a)        by hand or by post either to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, or at the Company's registered office at:

             For residents in Australia: the Company Secretary resident in the Company's Australian office:

Postal: GPO Box 5261, Brisbane Qld 4001

By Hand: Level 5, 60 Edward Street, Brisbane, Queensland 4000, Australia.

For residents in the UK or elsewhere in the EU:the Company's registered office c/o James Channo, Fox Williams LLP, Ten Dominion Street, London EC2M 2EE, United Kingdom, or

(b)        by facsimile to the Company on [phone] marked for the attention of Karl Schlobohm, Company Secretary;

so as to be received not later than 4pm on 20 May  2011 being 48 hours (excluding non working days) before the time fixed for holding the meeting, or any adjournment thereof.

4.      Pursuant to Regulation 41 of The Uncertificated Securities Regulations 2001 (as amended), only those members registered in the Register of Members of the Company as at 4 pm on 20 May 2011 being not more than 48 hours before the time fixed for the meeting, are entitled to attend or vote at this meeting in respect of the number of shares registered in their name at 4 pm on 20 May 2011. Changes to entries in the Register after 4 pm on 20 May 2011 shall be disregarded in determining the right to attend or vote at the meeting.

SOLOMON GOLD PLC

(Incorporated in England and Wales with registered number 5449516)

PROXY CARD

NAME AND ADDRESS OF SHAREHOLDER. Please Complete:

_______________________________________

_______________________________________

_______________________________________

ANNUAL GENERAL MEETING of SOLOMON GOLD PLC (the "Company") to be held at the offices of Hopgood Ganim, Level 7, Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000, Australia on 24 May 2011 at 4.00pm (Brisbane Australia time), and at any adjourned meeting.

Before completing this form, please read the explanatory notes following this Proxy Card.

I/We being a member of the Company appoint ______________________________ or, failing him/her, the Chairman of the Meeting (see note 6) to act as my/our proxy to attend and vote on my/our behalf at the AGM of the Company to be held on 24 May 2011 and at any adjournment of the meeting.

(Please use a black pen.  Mark with an X inside the box)

RESOLUTIONS	For	Against	Votes withheld (see note 8)	Discretionary (see note 8)
ORDINARY RESOLUTIONS:
1.        To receive the Company's financial statements and the report of the directors and auditors for the year ended 30 June 2011.
2.        To re-appoint Cameron Wenck as a director of the Company.
3.        To re-appoint Nicholas Mather as a director of the Company.
4.        To re-appoint Robert Weinberg as a director of the Company.
5.        To re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to be determined by the directors.
6.        That the following directors of the Company be granted such number of options to subscribe for shares in the company as set out below: (a)        Nicholas Mather (Chief Executive Officer) 2,200,000 options to subscribe for 2,200,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue. (b)        Cameron Wenck (Chairman) 1,100,000 options to subscribe for 1,100,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue; (c)         Brian Moller (a director) 880,000 options to subscribe for 880,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue; (d)        Dr Robert Weinberg (a director) 880,000 options to subscribe for 880,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue; (e)        John Bovard (a director) 880,000 option to subscribe for 880,000 ordinary shares at an exercise price of £0.50 per option expiring three (3) years from the date of issue.
7.        That the directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to allot shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to a maximum aggregate nominal amount of £2,000,000.
SPECIAL RESOLUTIONS:
8.     That, subject to and conditional on the passing of resolution 7, the directors be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolution 7.
9.     That, the Articles of Association contained in the document produced to the meeting and signed by the Chairman for the purposes of identification, be approved and adopted as the new Articles of Association of the Company.

In order to assist us in the preparation of the meeting, please indicate by placing an X in the relevant box below whether you will be attending the meeting.

	YES	NO
I/We will be attending the meeting

I/We would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form.  Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date	In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director or secretary).
	___________________ 2011

NOTES TO THE PROXY CARD:

1.                    As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2.                    Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

3.                    A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish you proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

4.                    You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you will need to complete a separate form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar or Company Secretary.

5.                    In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company's register of members not later than 4.00 p.m. (Brisbane Australia time) on 20 May 2011 or, if the meeting is adjourned, shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.

6.                    To be valid for the meeting, a form of proxy should be completed, signed and lodged (together with any power of authority or any other authority under which it is signed or a duly certified copy of such power of authority) with:

For residents in Australia: the Company Secretary resident in the Company's Australian office, GPO Box 5261 (Level 5, 60 Edward Street, Brisbane, Queensland) 4001, Australia, facsimile number[phone];

For residents in the UK or elsewhere in the EU:the Company's registered office c/o James Channo, Fox Williams  LLP, Ten Dominion Street, London EC2M 2EE, United Kingdom, facsimile number [phone], or the Company's Registry Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom;

no later than 48 hours before the time for which the meeting is convened.

7.                    The register of directors' interests in the share capital of the Company, copies of directors' service contracts and the proposed New Articles are available for inspection during usual business hours, at the registered office of the Company and at the offices of HopgoodGanim, Level 8, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 Australia on any weekday (weekends and public holidays excepted) from the date of this notice until the date of the annual general meeting and also at the place of the annual general meeting for at least 15 minutes prior to, and until the conclusion of the meeting.

8.                    To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'  To abstain from voting on a resolution, mark the box "vote withheld".  A "vote withheld" is not a vote in law which means that the vote will not be counted in the calculation of votes "for" and "against" the resolution.  Marking "Discretionary", or failing to mark any box against a resolution, will mean your proxy can vote as he or she wishes or can decide not to vote at all.

9.                    The Chairman of the Meeting shall act as a proxy unless another proxy is desired, in which case, insert full name of your proxy in the space provided above.  A proxy will act in his/her discretion in relation to any business, other than that above, at the meeting (including any resolution to amend a resolution or to adjourn the meeting).

10.                 In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by an attorney or officer of the corporation.

11.                 In the case of joint holders, the vote of the senior holder shall be accepted to the exclusion of the votes of other joint holders.  For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.

12.                 To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting.  For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which an issuer's agent is able to retrieve the message.  The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

13.                 Any alterations to this form should be initialled.

To be effective, all votes must be lodged in accordance with note 6 above.

 

END

 

 

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