Austpac Resources N L : 2018 Notice of AGM, Proxy Form and Letter to Shareholders – 31 October 2018

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the thirty fifth Annual General Meeting of Shareholders of Austpac

Resources N.L. will be held at the Royal Exchange, 1 Gresham Street, Sydney, on Thursday, 22nd

November 2018 at 4:30pm.

BUSINESS

• 1. Financial Statements, Report of the Directors, Remuneration Report and Report of the Auditors

  To receive and consider the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flows, Report of the Directors, Remuneration Report and Report of the Auditors for the year

• ended 30 June 2018.

• 2. Election of Directors

  In accordance with Article 41, Mr Colin Iles retires and being eligible offers himself for re-election. 2.1 To resolve that Mr Colin Iles be elected a Director.

• 3. To transact any other business which may be brought before the meeting in accordance with the Articles of the Company.

BY ORDER OF THE BOARD N.J. Gaston

Secretary

20 October 2018

ADDITIONAL

INFORMATION - VOTING EXCLUSIONS

In accordance with the Corporations Act, any votes will be disregarded made by or on behalf of any person who is disclosed in the Remuneration Report (appearing in Resolution 1) as a member of the key management personnel including any Director or a closely related party of any key management personnel, in relation to the proposed Resolution 1.

However, a vote will not be disregarded if:

• • It is cast by a person as proxy for a person who is permitted 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 permitted to vote, in accordance with a direction on the proxy form to vote as the proxy decides;

Definitions:

• (a) "Key management personnel" are people having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, and includes Directors.

• (b) "Closely related parties" includes certain family members and dependents of key management personnel and companies they control.

A shareholder entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote instead of the member. A proxy need not be a member of the Company. Where two proxies are appointed, each proxy must be appointed to represent a specific portion of the member's voting rights. Proxy forms must be received by the Company at the principal office at least 48 hours before the time for the holding of the meeting.

PROXY FORM

AUSTPAC RESOURCES N. ACN 002 264 0 Level 62 Pitt Stre SYDNEY NSW 200 GPO Box 529 SYDNEY NSW 200 Telephone: Facsimile: ([phone] ([phone]

L. 57

*I/We of .................................................................................................................................................................................................................. being a member/s of Austpac Resources N.L. hereby appoint ..................................................................................................................... of .................................................................................................................................................................................................................. or ..................................................................................................................................................................................................................

or failing him, or if no person is named, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of Members to be held on Thursday 22 November 2018 at 4:30pm and at any adjournment thereof. Should the member wish to direct the proxy how to vote, place a tick in the appropriate box against each item hereunder, otherwise the proxy may vote as he thinks fit or abstain from voting.

I/We instruct my/our proxy to vote in the following manner:

BUSINESS

FORAGAINSTABSTAIN

• 1. Adoption of Reports and Accounts ..............................................................................

• 2. Election of Directors

  2.1 To resolve that Mr Colin Iles be elected a Director .....................................................

Chairman's Voting Intentions

The Chairman's intention in relation to undirected proxies is to vote in accordance with the proposed resolutions.

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 as set out above and in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolution 1, the Chairman of the Meeting will not cast your votes on those resolutions. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the voting boxes above (for example if you wish to vote against a resolution) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolution 1).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 (except where I/we have indicated a different voting intention above) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these resolutions and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

Dated this .................................................................................................................................................. day of ……………………………..... 2018

Signature of Member ……………………………………………………………………………………………….................................................

Please note: If you have appointed the Chairman of the Meeting as your proxy (or the Chairman of the Meeting becomes your proxy by default), you can direct the Chairman of the Meeting to vote for or against Resolution 1 (which includes the remuneration report) by marking the appropriate box opposite those resolutions. However, note that if the Chairman is your proxy and you do not mark any of the boxes opposite Resolution 1, you are directing the Chairman of the Meeting to vote in favour of the Resolution.

AUSTPAC RESOURCES N.L.

ACN 002 264 057

Level 3

62 Pitt Street

SYDNEY NSW 2000

GPO Box 5297

SYDNEY NSW 2001

Telephone: [phone]

Facsimile: ([phone]

DEAR SHAREHOLDER,

IF YOU DO REQUIRE A MAILED ANNUAL REPORT PLEASE COMPLETE THIS LETTER AND RETURN TO THE COMPANY.

19 OCTOBER 2018

THE COMPANY SECRETARY AUSTPAC RESOURCES N.L. GPO BOX 5297

SYDNEY NSW 2001

DEAR SIR,

RE: AUSTPAC RESOURCES N.L.

ANNUAL REPORT 2018

I DO REQUIRE A MAILED ANNUAL REPORT FOR 2018.

SHAREHOLDER NAME .......................................................

SHAREHOLDER ADDRESS ..................................................................

SIGNATURE ..................................... DATE .............................

RETURN TO THE COMPANY BY

Fax: [phone]- TO AUSTPAC RESOURCES N.L OR

Mail: GPO Box 5297 SYDNEY NSW 2001- TO AUSTPAC RESOURCES N.L OR

Email:[e-mail] - TO AUSTPAC RESOURCES N.L

250732