Heemskirk Consolidated : 2016 Notice of Annual General Meeting

DRAFT 1

19 January 2016

Dear Shareholder

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Heemskirk Consolidated Limited, (the Company) will be held at the Business Centre, Ground Floor, 365 Little Collins Street, Melbourne, Victoria on Thursday 25 February 2016 at 11.00am (AEDT).

The Explanatory Statement and Proxy Form, which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice and the Explanatory Statement.

Items of Business

Receipt and Consideration of Accounts and Reports

To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 September 2015.

Resolution 1 - Adoption of Remuneration Report

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

"That for the purpose of section 250R(2) of the Corporations Act, the Remuneration Report of the Company for the financial year ended 30 September 2015 be adopted."

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the voting exclusions applicable to this Resolution are set out in the Explanatory Statement.

While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

Resolution 2 - Re-election of Mr Garry Cameron as Director

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

"That Mr Garry Cameron, who retires by rotation in accordance with Rule 16.1 of the Company's Constitution, being eligible offers himself for re-election, be re-elected as a Director of the Company."

The non-candidate Directors unanimously support the re-election of Mr Garry Cameron, and recommend that shareholders vote in favour of this resolution.

Resolution 3 - Ratification of Past Issue of Shares and Options

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

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 10,772,960 fully paid ordinary shares and 8,750,596 options in the Company on 15 July 2015 on the terms and conditions set out in the Explanatory Notes to the Notice of General Meeting."

The Board unanimously recommends that shareholders vote in favour of this resolution.

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons, in accordance with the voting exclusions as set out in the Explanatory Statement.

Resolution 4 - Issue of Shares under the Heemskirk Employee Share Plan to the Managing Director

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

"That for the purpose of ASX Listing Rule 10.14 and all other purposes approval be given to the issue of 61,540 ordinary shares at an issue price of $0.065 per share to Mr Peter Bird under the Heemskirk Employee Share Plan on the terms and conditions described in the Explanatory Notes to the Notice of Annual General Meeting."

The Directors, with the exception of Mr Peter Bird, unanimously recommend that shareholders vote in favour of this resolution.

By order of the Board

Yours sincerely

Andrew Metcalfe Company Secretary

Explanatory Statement

Receipt and Consideration of Accounts and Report

The Corporations Act 2001 (Cth) ("Corporations Act") requires the Financial Report (which includes Financial Statements, Notes to the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report to be tabled at the Annual General Meeting. The Constitution of Heemskirk Consolidated Limited provides for these reports to be received and considered at the Meeting. There is no requirement, either in the Corporations Act or the Constitution, for shareholders to approve the Financial

Report, the Directors' Report or the Auditor's Report. Shareholders will be given a reasonable opportunity to ask questions and make comments on these reports.

The Company's Annual Report (which includes the Financial Report and associated reports of the Directors and the Auditors) is available on the Company's website at www.heemskirk.com

Resolution 1 - Adoption of Remuneration Report (Non Binding Resolution)

The Corporations Act requires, that at a listed Company's Annual General Meeting, a resolution that the remuneration report be adopted be put to the shareholders. Section 250R(3) of the Corporations Act expressly provides that the vote on such a resolution is advisory only and does not bind the Directors of the Company. The Board will take the outcome of the vote into consideration when reviewing its remuneration practices and policies.

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company (described as 'Key Management Personnel') as required by section 300 of the Corporations Act. The Remuneration Report is part of the Directors' report contained at pages 47 to 54 in the Annual Financial Report of the Company for the financial year ending 30 September 2015.

A reasonable opportunity will be provided for shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

1. Voting Exclusion

   
   

   A vote on Resolution 1 must not be cast by the following persons:

   
   

2. each of the four Directors of the Company named in the table on page 47 of the 2015 Annual Report;

3. each of the other Key Management Personnel of the Company named in the table on page 47 of the 2015 Annual Report; and

4. each "closely related party" (as defined in Section 9 of the Corporations Act) of a person in a) or b) above,

   unless the vote is cast by a person as proxy for a person entitled to vote in accordance with the direction on the proxy form and the vote is not cast on behalf of a person described in items (a) to (c) above.

   The Corporations Act prohibits Key Management Personnel and their closely related parties from voting or voting undirected proxies which they hold on a resolution for the adoption of the Remuneration Report.

   Accordingly, any undirected proxies held by the Directors or by other Key Management Personnel or their closely related parties for the purposes of Resolution 1 will not be voted on this Resolution.

   The restrictions described above do not apply to the Chairman where the proxy appointment expressly authorises the Chairman to exercise an undirected proxy. If the member appoints the Chairman as their proxy, the member acknowledges that the Chairman may exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

   The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

   
   

5. Recommendation on Resolution 1

While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report. The Chairman will vote any undirected proxies in favour of this resolution.

Resolution 2 - Re-election of Director - Mr Garry Cameron

BBus(A/c,) BEc(Hons), MEc, FAICD, FCPA

Non-Executive Director

Garry was Managing Director of a listed property group for 10 years and prior executive roles include Executive Director Finance for Telstra. He is currently a Non Executive Director with ANZ Specialised Asset Management. Over the past nine years Garry has held positions with ANZ in funds management of energy and infrastructure projects particularly focused on large coal, gas and biofuels projects from exploration to delivery.

Garry formerly held Non Executive Director roles in the oil and gas sector, superannuation funds management, a retirement village developer and operator, and a contract labour services company.

Garry was recognised on the Australia Day Honours list for his contributions to the Finance and Telecommunications industries.

Garry joined the Board on 24 February 2011 and was appointed Chairman on 20 March 2014.

Recommendation on Resolution 2

The Board (with Mr Garry Cameron abstaining) unanimously recommends that shareholders vote in favour of Mr Garry Cameron's re-election. The Chairman will vote any undirected proxies in favour of this resolution.

Resolution 3 - Ratification of Past Issue of Shares and Options

For the purposes of ASX Listing Rule 7.4

3.1 Issue of Shares and Options

The Company provides the following information in relation to the past issue of shares and options:

1. Number of securities

   
   

   10,772,960 shares and 8,750,596 options were issued on 15 July 2015. All of the shares and options were issued under ASX Listing Rule 7.1.

2. Issue price

   
   

   The shares were issued at a deemed issue price of $0.10 each.

   
   

   The options were issued in accordance with the terms of the Debt Facility Agreement.

   
   

3. Terms of the securities issued

The shares were issued on the same terms and conditions and rank equally in all respects with the Company's existing fully paid ordinary shares.