Announcement PDF ACN 009 148 529 Notice of Annual General Meeting This is an important document. Please read it carefully. If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form. The Annual General Meeting of the Company will be held at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 at 1 pm (AEDT Time) on Wednesday, 29 November 2017. 172164_2850478_2 1 Kingston Resources Limited NOTICE OF 2017 ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of Kingston Resources Limited for 2017 will be held at the office of Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 at 1 pm (Sydney AEDT Time) on Wednesday, 29 November 2017. 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. Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7.00 pm (Sydney Time) on 27 November 2017. The terms and abbreviations used in this Notice and Explanatory Statement are defined in the attached Glossary. AGENDA BUSINESS Consideration of Financial Reports of the Directors and Auditors To receive and consider the Financial Report together with the Directors’ Report and the Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2017. Shareholders will be given reasonable opportunity to ask questions about or make comments on the management of the Company. Resolution 1 – Adoption of Remuneration Report To consider, and if thought fit, to pass the following Resolution as a non-binding resolution: “To adopt the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2017.” Resolution 2 – Change of Auditors To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That, subject to the consent of the Australian Securities & Investments Commission to the current auditor resigning, to appoint Hall Chadwick, having consented in writing and been duly nominated in accordance with Section 328B(1) of the Corporations Act 2001, as Auditor of the Company, and the Directors be authorised to fix the remuneration of the auditor.” Resolution 3 - Election of Director – Mr Andrew Paterson To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That Mr Andrew Paterson, who having been appointed as a Director of the Company on 1 March 2017 in accordance with clause 7.2 of the Company’s Constitution, and being eligible for election, be elected as a Director of the Company.” Resolution 4 – Approval to grant Long Term Incentive Performance Rights to Mr Andrew Corbett To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 4,977,207 Performance Rights to Mr Andrew Corbett (or his nominee), the Company’s Managing Director, under the KSN LTI Plan on the terms and conditions set out in the Explanatory Statement.” Resolution 5 – Approval to grant Long Term Incentive Performance Rights to Mr Andrew Paterson To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 4,235,921 Performance Rights to Mr Andrew Paterson (or his nominee), an Executive Director of the Company, under the KSN LTI Plan on the terms and conditions set out in the Explanatory Statement.” 172164_2850478_2 2 Resolution 6 - Approval to grant Short Term Incentive Performance Rights to Mr Andrew Corbett To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of up to 6,399,266 Short Term Incentive Performance Rights to Mr Andrew Corbett (or his nominee), the Managing Director of the Company, on the terms and conditions set out in the Explanatory Statement. Resolution 7 – Approval to grant Short Term Incentive Performance Rights to Mr Andrew Paterson To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the grant of up to 5,446,184 Short Term Incentive Performance Rights to Mr Andrew Paterson (or his nominee), an Executive Director of the Company, on the terms and conditions set out in the Explanatory Statement. Resolution 8 – Non-Executive Remuneration To consider, and if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of clause 7.5(a) of the Company’s Constitution and the ASX Listing Rules, the aggregate maximum remuneration that may be paid or provided to the Non-Executive Directors of the Company as a whole in any financial year be increased to $250,000 per annum, with the increase to take effect on and from the date this resolution is passed and to apply pro rata to the financial year ending 30 June 2018. Resolution 9 - Approval of Issue of Equity Securities for the Purpose of ASX Listing Rule 7.1A To consider, and if thought fit, to pass the following Resolution as a special resolution: “That for the purposes of Listing Rule 7.1A and for all other purposes, the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the prescribed formula in Listing Rule 7.1A.2, be approved on the terms set out in the Explanatory Statement.” Voting Exclusion Statement The following voting exclusion statement applies to the Resolutions under the Listing Rules or, where applicable, the provisions of the Corporations Act, to the following persons (“Excluded Persons”). The Company will disregard any votes on the following Resolutions cast by the following Excluded Persons and Associates of those persons: Resolution No. Title Excluded Persons 1 Adoption of Remuneration Report A member of the KMP, or a Closely Related Party of the KMP, whose remuneration details are included in the remuneration report for the year ended 30 June 2017. 3 Election of Director Mr Andrew Paterson and any of his Associates 4 and 5 Approval to grant Long Term Incentive Performance Rights to Mr Andrew Corbett and Mr Andrew Paterson Any Director who is eligible to participate in the Company’s LTI Plan and Associates of those persons. 6 Approval to grant Short Term Incentive Performance Rights to Mr Andrew Corbett Mr Andrew Corbett and any of his Associates. 7 Approval to grant Short Term Incentive Performance Rights to Mr Andrew Paterson Mr Andrew Paterson and any of his Associates. 8 Non-Executive Remuneration Any Director of the Board and any of their Associates. 9 Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A A person (and any Associates of such person) who may participate in the 10% Placement Capacity and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed. 172164_2850478_2 3 A vote may be cast on Resolutions 1 and 4-8 by a KMP or a Closely Related Party of a KMP if: 1. the KMP is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on these Resolutions as described above; or 2. the KMP is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP. However, the Company need not disregard a vote in relation to Resolutions 1 and 4-8 if it is cast by: 1. a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or 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 by Proxy The Corporations Act now places certain restrictions on the ability of KMP and their Closely Related Parties to vote on resolutions connected directly or indirectly with the remuneration of the Company’s KMP. For those reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the Company’s KMP as such proxies may not be able to vote undirected proxies. If you appoint the Chairman as your proxy by marking the box at STEP 1 on the Proxy Form, then you are providing express authorisation for the Chairman to vote on all Resolutions in accordance with his intentions as set out in this Notice and the Proxy Form (except where you have indicated a different voting intention by marking the voting boxes at STEP 2 on the Proxy Form). This express authorisation acknowledges that the Chairman may exercise your proxy in relation to Resolution 1 and 48 even though it is connected with remuneration of a member of KMP and is a Resolution in respect of which the Chairman of the meeting has an interest. Votes cast by the Chairman on Resolutions 1 and 4-8 other than as an authorised proxy holder will be disregarded because of his interest in the outcome of the Resolution. The Chairman intends to vote available proxies in favour of all Resolutions. Dated this 27th day of October 2017. By Order of the Board Anthony Wehby Non-Executive Chairman and Director 172164_2850478_2 4 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney, NSW 2000 at 1 pm (Sydney Time) on Wednesday, 29 November 2017. The 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. Financial Statements and Reports The Corporations Act requires the Company to place its Financial Report, Directors' Report and Auditor's Report for the last financial year before the Annual General Meeting. No resolution is required for this Item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the reports and the management and performance of the Company. Grant Thornton will also be present at the meeting and Shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the Auditor. The Company’s 2017 Annual Report has previously been sent to Shareholders and is available on the Company’s website at www.kingstonresources.com.au. 1. Resolution 1 – Adoption of Remuneration Report In accordance with Section 250R(2) of the Corporations Act, the Board is presenting the Company’s Remuneration Report to shareholders for consideration and adoption by a non-binding vote. The Remuneration Report was first published on 30 August 2017 in the Company’s 2017 Annual Report and has been available on the Company’s website since then. The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including: (i) board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of Directors, secretaries and senior managers of the Company; (ii) discussion of the relationship between such policy and the Company’s performance; and (iii) the prescribed details in relation to the remuneration of each Director and certain executives. Under the Corporations Act, the vote on this Resolution is advisory only and does not bind the Board or the Company. However, the Board will take into account the outcome of the vote when considering future remuneration for Directors and KMP. Shareholders should note that if 25% or more of the votes cast on this Resolution are against adoption of the Remuneration Report, then the first element in the Board spill provisions introduced in 2011 (known generally as the “two strikes rule”) will be triggered. This would require a Resolution on whether to hold a further meeting to spill the Board (“spill resolution”) to be put to Shareholders at the 2018 Annual General Meeting if a “second strike” were to occur at the 2018 Annual General Meeting. The Remuneration Report forms part of the Directors’ Report which has unanimously been adopted by resolution of the Board. An opportunity will be provided for discussion of the Remuneration Report at the meeting. In relation to the approval of the Remuneration Report of the Company for 2016, less than 25% of the votes cast on that resolution were against it. The Chairman intends to vote all available proxies in favour of Resolution 1. Directors’ Recommendation The Directors recommend that Shareholders vote in favour of the adoption of the Remuneration Report. 2. Change of Auditors The Company’s current auditor Grant Thornton was appointed as auditor by the shareholders at the 2010 AGM. The Company had on 11 September 2017, received a nomination for Hall Chadwick as the new auditor. Following a market assessment and board review, the Board has agreed to proceed with the nomination. Grant Thornton will resign as the auditor of the Company, subject to approval of Hall Chadwick by shareholders pursuant to this resolution. The appointment of Hall Chadwick will take effect at the date of the AGM. Grant Thornton was responsible for the completion of the audit for the 2016/2017 financial year. If Hall Chadwick is appointed as auditor, arrangements are in place between the company, Hall Chadwick and Grant Thornton to ensure a smooth transition. 172164_2850478_2 5 In accordance with section 328B of the Corporations Act, notice in writing nominating Hall Chadwick as auditor has been given to the Company by a shareholder. A copy of this notice is shown as Annexure 1 to this Explanatory Statement. Directors’ Recommendation The Directors recommend that Shareholders vote in favour of the Change in Auditors. Resolution 3 – Election of Director – Mr Andrew Paterson Mr Andrew Paterson having been appointed as an Executive Director of the Company on 1 March 2017 in accordance with clause 7.2 of the Company’s Constitution is standing for election in accordance with Listing Rule 14.4, and being eligible, offers himself for election as a Director of the Company. Resolution 2 seeks Shareholder approval for the election of Mr Andrew Paterson as an Executive Director of the Company. Mr Paterson is a member of the Australian Institute of Geoscientists and has been employed by Kingston Resources since 2 June 2016 as Chief Geological Officer. He has been instrumental in the recent company initiatives including the acquisition of the current lithium tenements, the Livingstone and Misima Gold Projects. Mr Paterson will continue to lead the Company’s extensive exploration program as a highly-experienced geologist with a track record of creating value in resources projects. He has held corporate, executive and operational roles in the gold, nickel sulphide and iron ore industries and holds both a Bachelor of Engineering in Geology and a Graduate Diploma in Mining from the Western Australian School of Mines. The Board recognised that at this stage of the Company’s growth, an additional Executive Director provides the balance required to ensure robust decision-making processes with a diversity of viewpoints and the effective governance of the growing Kingston group. The Board expects to appoint another Non-Executive Director during FY18 which will provide a majority of Non-Executive Directors on the Board. Directors’ Recommendation The Directors (other than Mr Paterson who abstains given his personal interest in the Resolution) recommend that Shareholders vote in favour of the re-election of Mr Paterson. Resolutions 4-7 – Approval to grant Long Term Incentive Performance Rights and Short Term Incentive Performance Rights to the Mr Andrew Corbett and Mr Andrew Paterson Background The Company seeks Shareholder approval for the grant of: (a) up to 4,977,207 Long Term Performance Rights (LTI Performance Rights) to Mr Andrew Corbett under the Company’s long term incentive plan (LTI Plan) (Resolution 4); (b) up to 4,235,921 Long Term Performance Rights (LTI Performance Rights) to Mr Andrew Paterson under the Company’s long term incentive plan (LTI Plan) (Resolution 5), (c) up to 6,399,266 Short Term Incentive Performance Rights (STI Performance Rights) to Mr Andrew Corbett (Resolution 6) and (d) up to 5,446,184 Short Term Incentive Performance Rights (STI Performance Rights) to Mr Andrew Paterson (Resolution 7). The proposed grant of LTI and STI Performance Rights form part of the FY18 remuneration packages for Mr Corbett and Mr Paterson and is intended to: (a) provide an appropriate and adequate incentive for Mr Corbett and Mr Paterson; (b) ensure the Company retains the services of Mr Corbett and Mr Paterson; and (c) reinforce the commitment of both Mr Corbett and Mr Paterson as Executive Directors. Long Term Incentive Performance Rights – Resolutions 4 and 5 The terms of the LTI Performance Rights proposed to be granted to Mr Corbett and Mr Paterson, including the conditions on which the LTI Performance Rights may vest, are set out in Schedule 2. The LTI Performance Rights will otherwise be subject to the LTI Plan. The key terms of the LTI Performance Rights proposed to be issued to Mr Corbett and Mr Paterson are as follows: 172164_2850478_2 6 The LTI Performance Rights will be issued for nil consideration. The LTI Performance Rights automatically vest if the Company achieves a Market Capitalisation greater than $70 million on or before 30 June 2021. All LTI Performance Rights that have not vested by 30 June 2021 will automatically lapse and be forfeited. The unvested LTI Performance Rights of each of Mr Corbett and Mr Paterson will automatically lapse and be forfeited if either Mr Corbett or Mr Paterson voluntarily resign otherwise than to take up employment with a Related Body Corporate of the Company or if either are dismissed from employment for a material breach of his contract of employment, gross negligence or other conduct justifying termination without notice. LTI Performance Rights will not lapse if either Mr Corbett or Mr Paterson ceases employment due to death, permanent disablement, or any other circumstance in which the Board determines the LTI Performance Rights should not lapse. Each LTI Performance Right entitles Mr Corbett and Mr Paterson to receive, upon vesting, one Share. The LTI Performance Rights will be unquoted and may not be sold, transferred, mortgaged, pledged, charged, encumbered with a security interest in or over them, or otherwise disposed of without the prior consent of the Board or where such assignment or transfer occurs by force of law. The LTI Performance Rights will not entitle Mr Corbett or Mr Paterson to receive dividends on Shares before vesting nor will they carry any voting rights. Regulatory requirements – Resolutions 4 and 5 Listing Rule 10.14 generally provides that the approval of shareholders is required before a director of a company can acquire securities issued under an employee incentive scheme. Accordingly, in order for Mr Corbett or Mr Paterson to acquire a beneficial interest in the LTI Performance Rights and any Shares which may be issued on the vesting of LTI Performance Rights, the Company must first obtain Shareholder approval pursuant to Listing Rule 10.14. If approval for Resolutions 4 and 5 is given for the purpose of Listing Rule 10.14, then approval is not required for Listing Rule 7.1. Listing Rule 10.15 sets out a number of matters which must be included in a notice of meeting requesting Shareholder approval under Listing Rule 10.14. In accordance with Listing Rule 10.15, the following further information is provided with respect to Resolutions 4 and 5: (a) The LTI Performance Rights will be issued to Mr Andrew Corbett and Mr Andrew Paterson or their nominee. (b) The maximum number of securities that may be acquired by Mr Corbett (pursuant to Resolution 4) is 4,977,207 LTI Performance Rights which may then convert into 4,977,207 Shares if the Performance Hurdles and Vesting Conditions are met. (c) The maximum number of securities that may be acquired by Mr Paterson (pursuant to Resolution 5) is 4,235,921 LTI Performance Rights which may then convert into 4,235,921 Shares if the Performance Hurdles and Vesting Conditions are met. (d) The LTI Performance Rights will be granted for no cash consideration. (e) The following directors have received securities under the LTI Plan since it was approved by Shareholders on 4 July 2016: Name of Director Number of and type of securities Mr Andrew Corbett 5 million Long Term Incentive Options Nil 10 million Long Term Incentive Performance Rights Nil 2,144,375 Long Term Incentive Performance Rights (FY17) Nil 2 million Long Term Incentive Options Nil 6 million Long Term Incentive Performance Rights Nil Mr Anthony Wehby (f) Acquisition price The persons entitled to participate in the LTI Plan are Directors and employees of the Company and its Related Bodies Corporate. 172164_2850478_2 7 (g) A voting exclusion statement for Resolutions 4 and 5 is on page 2 of the Notice of Meeting. (h) There are no loans proposed to be granted to Mr Corbett or Mr Paterson for the grant of the LTI Performance Rights. (i) The LTI Performance Rights will be granted as soon as practicable after the Meeting and in any event within 12 months of the Meeting. The grant of the LTI Performance Rights will confer a financial benefit on both Mr Corbett and Mr Paterson. However, Shareholder approval is not being sought for the purposes of the related party benefit provisions of the Corporations Act (particularly section 208 of the Corporations Act) on the basis that the benefit is considered by the other Directors to constitute reasonable remuneration and, therefore, the exception in section 211 of the Corporations Act applies. Section 211 provides that Shareholder approval is not required for the purposes of section 208 in circumstances where the benefit constitutes remuneration which would be reasonable given the Company’s and the related party’s circumstances. Having considered the Company’s circumstances and both Mr Corbett’s position and Mr Paterson’s position with the Company, the Board other than Mr Corbett and Mr Paterson considers that the financial benefit conferred by the grant of the LTI Performance Rights to Mr Corbett and Mr Paterson is reasonable and therefore, the exception in section 211 applies. Short Term Incentive Performance Rights – Resolutions 6 and 7 The Company proposes to grant 6,399,266 STI Performance Rights to Mr Andrew Corbett and 5,446,184 STI Performance Rights to Mr Andrew Paterson. The key terms of the STI Performance Rights proposed to be issued to Mr Corbett and Mr Paterson are as follows: The STI Performance Rights will be issued for nil consideration. The performance and vesting conditions for the STI Performance Rights are as follows: (a) Up to 50% of the STI Performance Rights will automatically vest if, the 30 day VWAP at 30 June 2018 is between 150% and 200% greater than $0.019 per Share (b) Up to 25% of the STI Performance Rights will vest, at the Board’s discretion, upon the achievement of business development measures, including the delivery of the Company’s Business Development Plan for 30 June 2018. (c) Up to 25% of the STI Performance Rights will vest, at the Boards discretion, upon the achievement of operational and management objectives measured against the Company’s Operational Plan by 30 June 2018. All STI Performance Rights that have not vested by 31 July 2018 will automatically lapse and be forfeited. The unvested STI Performance Rights of Mr Corbett and Mr Paterson will automatically lapse and be forfeited if either Mr Corbett or Mr Paterson voluntarily resigns otherwise than to take up employment with a Related Body Corporate of the Company or if either Mr Corbett or Mr Paterson are dismissed from employment for a material breach of his contract of employment, gross negligence or other conduct justifying termination without notice. STI Performance Rights will not lapse if either Mr Corbett or Mr Paterson ceases employment due to death, permanent disablement, or any other circumstance in which the Board determines the STI Performance Rights should not lapse. Each STI Performance Right entitles Mr Corbett and Mr Paterson to receive, upon vesting, one Share. The STI Performance Rights will be unquoted and may not be sold, transferred, mortgaged, pledged, charged, encumbered with a security interest in or over them, or otherwise disposed of without the prior consent of the Board or where such assignment or transfer occurs by force of law. The STI Performance Rights will not entitle Mr Corbett or Mr Paterson to receive dividends on Shares before vesting nor will they carry any voting rights. Regulatory requirements – Resolution 6 and 7 Listing Rule 10.11 generally provides that Directors may not be issued any securities in the Company without the approval of Shareholders. If approval for Resolutions 6 and 7 is given for the purposes of Listing Rule 10.11 then approval is not required under Listing Rule 7.1. In accordance with the requirements of Listing Rule 10.11 and 10.13, the following further information is provided to Shareholders to allow them to assess the proposed grant of STI Performance Rights to Mr Corbett and Mr Paterson: i) 172164_2850478_2 The STI Performance Rights will be issued to Mr Andrew Corbett and Mr Paterson or their nominees. 8 ii) The maximum number of securities that may be acquired by Mr Corbett (pursuant to Resolution 6) is 6,399,266 STI Performance Rights which may then convert into 6,399,266 Shares if the Performance Hurdles and Vesting Conditions are met. iii) The maximum number of securities that may be acquired by Mr Paterson (pursuant to Resolution 7) is 5,446,184 STI Performance Rights which may then convert into 5,446,184 Shares if the Performance Hurdles and Vesting Conditions are met. iv) The STI Performance Rights will be granted for nil consideration and no funds will be raised from the grant of STI Performance Rights, or issue of Share upon the vesting of STI Performance Rights. v) The full terms and conditions of the STI Performance Rights to be issued to Mr Corbett and Mr Paterson are set out in Schedule 3 to this Explanatory Statement. vi) The STI Performance Rights will be granted as soon as practicable after the Meeting and in any event within 1 month of the Meeting. vii) A voting exclusion statement in respect of Resolutions 6 and 7 is set out on page 2 of the Notice of Meeting. The grant of the STI Performance Rights will confer a financial benefit on Mr Corbett and Mr Paterson. However, Shareholder approval is not being sought for the purposes of the related party benefit provisions of the Corporations Act (particularly section 208 of the Corporations Act) on the basis that the benefit is considered by the other Directors to constitute reasonable remuneration and, therefore, the exception in section 211 of the Corporations Act applies. Section 211 provides that shareholder approval is not required for the purposes of section 208 in circumstances where the benefit constitutes remuneration which would be reasonable given the Company’s and the related party’s circumstances. Having considered the Company’s circumstances and Mr Corbett’s and Mr Paterson’s executive positions with the Company, the Board other than Mr Corbett and Mr Paterson considers that the financial benefit conferred by the grant of the STI Performance Rights to Mr Corbett and Mr Paterson is reasonable and therefore, the exception in section 211 applies. Directors’ recommendation The Directors other than Mr Corbett and Mr Paterson recommend Shareholders vote in favour of Resolutions 4, 5, 6 and 7. Resolution 8 – Non-Executive Remuneration In accordance with clause 7.5(a) of the Company’s Constitution, and subject to the Listing Rules 10.17 and 10.17A, the Company may pay to the Non-Executive Directors a maximum total amount of director’s fees determined by the Company in general meeting. The current maximum total amount is $150,000. The Board seeks shareholder approval to increase the maximum total amount by $100,000 to $250,000, with the increase to take effect on and from the date of this resolution passed and to apply pro rata to the financial year ending 30 June 2018. The Board confirms, for the purposes of ASX Listing Rule 10.17, that the following securities were issued to NonExecutive Directors under ASX Listing Rule 10.11 or 10.14 with the approval of the Company’s shareholders during the last 3 years: Number of Equity Securities Issued Class of Equity Securities Issued 2,088,981 Ordinary Shares 2,000,000 Unquoted Options 520,813 Ordinary Shares 172164_2850478_2 Name of Person to Whom Equity Securities were Issued Anthony Wehby, Non-Executive Chairman Anthony Wehby, Non-Executive Chairman Jonathan Davies, former Non-Executive Chairman