Aurelia Metals : AMI - 2018 Notice of Meeting and Proxy Form

AURELIA METALS LIMITED ACN 108 476 384

NOTICE OF 2018 ANNUAL GENERAL MEETING

TIME	9.00am (EDST)
DATE	29 November 2018
PLACE	The Preston Room, Ground Floor, Amora Hotel Jamison Sydney
11 Jamison Street
Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone].

AURELIA METALS LIMITED

ACN 108 476 384

NOTICE OF ANNUAL GENERAL MEETING

The Company gives notice that the Annual General Meeting will be held at The Preston Room, Ground Floor, Amora Hotel Jamison Sydney, 11 Jamison Street, Sydney NSW 2000 on Thursday, 29 November 2018 at 9.00am (EDST).

BUSINESS

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the Annual Financial Report of the Company for the financial year ended 30 June 2018 together with the declaration of the Directors, the Director's Report, the Remuneration Report and the Auditor's Report.

RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

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

"That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the adoption of the Remuneration Report for the financial year ended 30 June 2018."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 - RE-ELECTION OF MICHAEL MENZIES

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

"That, for the purpose of clause 13.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Michael Menzies, a Director, retires by rotation, and being eligible, is re-elected as a Director."

RESOLUTION 3 - ELECTION OF SUSAN CORLETT

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

"That, for the purpose of clause 13.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Susan Corlett, a Director who was appointed as an additional director on 3 October 2018, and being eligible, is elected as a Director."

RESOLUTION 4 - APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO JIM SIMPSON

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

"That, for the purposes of ASX Listing Rule 10.14, the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the issue of 2,541,964 Performance Rights and Shares to Jim Simpson (and/or his nominee) under the Aurelia Metals Limited Performance Rights Plan on the terms and conditions in the Explanatory Memorandum."

Voting exclusions apply to this resolution as detailed in the Explanatory Memorandum.

RESOLUTION 5 - APPROVAL TO INCREASE DIRECTOR FEE POOL

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

"That, for the purposes of ASX Listing Rule 10.17, the Company's constitution and for all other purposes, the aggregate amount of fees that may be paid to Non-Executive Directors as a whole be increased from A$600,000 to A$750,000 per annum."

Voting exclusions apply to this resolution as detailed in the Explanatory Memorandum.

Date 30 October 2018

By order of the Board

Timothy Churcher

Chief Financial Officer & Company Secretary

NOTES

These Notes form part of the Notice of Meeting.

Time and place of Meeting

Notice is given that the Meeting will be held at The Preston Room, Ground Floor, Amora Hotel Jamison Sydney, 11 Jamison Street Sydney NSW 2000 on Thursday, 29 November 2018 at 9.00am (EDST).

Your vote is important

The business of the Meeting affects your Shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are Shareholders as at 7.00pm (EDST) on Tuesday, 27 November 2018.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

•  each Shareholder has a right to appoint a proxy;

•  the proxy need not be a Shareholder; and

•  a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder

appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

The Corporations Act provides that:

•  if proxy holders vote, they must cast all directed proxies as directed;

•  any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed; and

•  if the proxy has two or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands.

Appointment of proxies

A proxy need not be a Shareholder and can be an individual or a body corporate.

A body corporate appointed as a Shareholder's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

A Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Lodgement of proxy documents

For an appointment of a proxy for the Meeting to be effective:



the proxy's appointment; and



if the appointment is signed by the appointor's attorney - the authority under which the appointment was signed (eg a power of attorney) or a certified copy of it,

must be received by the Company at least 48 hours before the Meeting (that is, by not later than 9.00am (EDST) on Tuesday, 27 November 2018).

The following addresses are specified for the purposes of receipt of proxies:

By mail or delivery: Mail: PO Box 52, Collins St West Vic 8007 Australia Delivery: 770 Canning Highway, Applecross WA 6153 Australia

By fax: [phone]

Voting online

You may also submit your proxy online by visitingwww.securitytransfer.com.au.

To use this option, you will need your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and your allocated Control Number as shown on your Proxy Form. You will be taken to have signed the Proxy Form if you lodge it in accordance with the instructions on the website. A proxy cannot be appointed electronically if they are appointed under a Power of Attorney or similar authority. The online proxy facility may not be suitable for Shareholders whowish to appoint two proxies with different voting directions. Please read the instructions for online proxy submissions carefully before you lodge your proxy. Custodians and other intermediaries may submit their proxy online by visitingwww.securitytransfer.com.

Voting by corporate representative

A body corporate that is a Shareholder, or that has been appointed as a proxy, is entitled to appoint a person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment as the body corporate's representative, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Voting by attorney

A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for the Meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the Company in one of the methods listed above for the receipt of Proxy Forms, so that it is received not later than 9.00am (EDST) on Tuesday, 27 November 2017.

Voting Exclusions

The Corporations Act and the ASX Listing Rules require that certain persons must not vote, and the Company must disregard any votes cast by or on behalf of certain persons on certain resolutions to be considered at the Annual General Meeting.

These voting exclusions apply to Resolutions 1, 4 and 5 and are described more fully in the Explanatory Memorandum for each resolution.