Dynasty Resources : Notice of Annual General Meeting&Proxy Form

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY STATEMENT

The Annual General Meeting of Dynasty Resources Limited ACN 110 385 709

to be held at: BDO

Level 11, 1 Margaret Street Sydney NSW Australia

2:00 pm on Friday 17 November 2017

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members of Dynasty Resources Limited (the Company) will be held at BDO, Level 11, 1 Margaret Street, Sydney NSW Australia at 2:00 pm Sydney Time on Friday, 17 November 2017.

Ordinary Business

1. Financial Statements and Reports

   To receive the Company's financial statements and the reports of the Directors and the Auditor for the financial year ended 30 June 2017.

2. Resolution 1: Non-binding resolution to adopt the Remuneration Report

   To consider, and if thought fit, pass the following resolution as a non-binding resolution:

   "That the Directors' Remuneration Report for the year ended 30 June 2017 be and is hereby adopted for the purposes of the Corporations Act 2001(Cth)".

   NOTE: this Remuneration Report commences on page 13 of the 2017 Annual Report in accordance with Section 250R(3) of the Corporations Act 2001(Cth).

   Voting Exclusion Statement

   The company will disregard any votes cast on Resolution 1 (in any capacity, whether as proxy or as shareholder) by any of the following:

3. Key Management Personnel; and

4. Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is:

6. Cast by a person as proxy appointed in accordance with the directions on the proxy form that specify how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or

7. Cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and

(b) above.

8. Resolution 2: Ordinary resolution to elect Mr Ken Charteris as a Director

   To consider, and if thought fit, pass the following resolution as an ordinary resolution.

   "That Mr Ken Charteris, retiring in accordance with Article 13.5 of the Company's Constitution, be elected as a director of the Company".

   Note: The qualifications and experience of Mr Ken Charteris is provided in the 2017 Annual Report tabled at this Annual General Meeting.

9. Resolution 3: Ordinary resolution to elect Mr Bin Wang as a Director

10. To consider, and if thought fit, pass the following resolution as an ordinary resolution.

    "That Mr Bin Wang, retiring in accordance with Article 13.2 of the Company's Constitution, be elected as a director of the Company".

    Note: The qualifications and experience of Mr Bin Wang is provided in the 2017 Annual Report tabled at this Annual General Meeting.

    Other Business

    To transact any other business which may be legally brought before an Annual General Meeting, in accordance with the Company's Constitution and the Corporations Act 2001 (Cth).

    By Order of the Board,

    Henry Kinstlinger Company Secretary 17 October 2017

    This Notice of Meeting is accompanied by an Explanatory Statement that explains the purpose of the Meeting and the resolutions to be considered at the meeting.

    EXPLANATORY STATEMENT

    This Explanatory Statement is intended to provide shareholders of Dynasty Resources Limited (the Company or DMA) with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

    The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

    If you have any queries regarding the matters set out in this Explanatory Statement or the preceding Notice please contact the Company or your professional advisor.

11. Financial Statements and Reports

    The Corporations Act 2001 (Cth) requires the Financial Report, Directors' Report and Auditor's Report for the past financial year to be tabled before the Annual General Meeting, and the Company's Constitution provides for such reports to be received and considered at that meeting. Neither the Corporations Act 2001(Cth) nor the Company's Constitution requires a vote of shareholders at the Annual General Meeting on such Reports. The Annual General Meeting provides a forum for shareholders to ask questions and make comments on the Company's reports and accounts and on the business and operations of the Company for the year ended 30 June 2017.

    In addition, shareholders may, at the meeting, ask questions of the auditor in relation to the following matters;

    • the conduct of the audit;

    • the content of the auditor's report;

    • the accounting policies adopted by the Company for the preparation of the financial statements; and

    • the auditor's independence in relation to the above items.

      Shareholders may view the Company's Annual Financial Report on the Company's website www.dmaltd.com.au.

12. Resolution 1 - Adoption of Directors' Remuneration Report

    In accordance with Section 250R(2) of the Corporations Act 2001 (Cth), a resolution that the Remuneration Report be adopted must be put to a vote at the Company's Annual General Meeting. The vote on this resolution is advisory only and does not bind the directors or the Company. The Remuneration Report is set out in the Company's year 2017 Annual Report and is also available from the Company's website www.dmaltd.com.au.

    The Remuneration Report:

    • describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company's performance;

    • sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and

    • explains the difference between the bases for remunerating non-executive directors and senior executives, including Chief Executive Officer.

      If the Company's Remuneration Report resolution receives 'NO' votes of 25% or more of the votes cast at the meeting, the Company's subsequent remuneration report will include a report on actions taken by the Board in the Company's next annual report.

      The Board will take the outcome of the vote, even if it received a less than 25% 'NO' vote into consideration when reviewing the Company's remuneration policy. A 'NO' vote of 25% or more was not received at the Company's 2016 Annual General Meeting.

13. Resolutions 2 and 3 - Election of Mr Ken Charteris and Mr Bin Wang as Directors

The Company's Constitution requires one-third of the Directors (other than alternate Directors and the Managing Director) retire at the AGM (retirement by rotation). If eligible, the retiring Director may offer himself for re-election. Accordingly, Mr Bin Wang has agreed to retire by rotation as a Director of the Company at the AGM and, being eligible, offers himself for re-election.

The Company's Constitution also provides that where a Director was appointed during the year, the Director only holds office until the next AGM. If eligible, the Director may offer themselves for election. Accordingly, Mr Ken Charteris who was appointed by the Board on 3 February 2017, will cease to hold office at the AGM and, being eligible, offers himself for election.

Information on the skills and experience for each of Mr Wang and Mr Charteris is set out in the Company's 2017 Annual Report.

Board recommendation

Those of the Company's directors who are not the subject of a re-election resolution, support the re-election of Mr Wang and Mr Charteris.