Leaf Resources : Notice of General Meeting

Leaf Resources Limited ABN: 18 074 969 056

NOTICE OF EXTRAORDINARY GENERAL MEETING EXPLANATORY MEMORANDUM PROXY FORM

Friday, 16 June 2017 10.00am (Brisbane Time)

Grant Thornton, Sir Samuel Griffith Boardroom, Level 18, 145 Ann St, Brisbane, Queensland, Australia

LETTER FROM THE CHAIRMAN

Dear Member

I am pleased to invite you to a General Meeting of Leaf Resources Limited (ASX:LER). The meeting will be held at 10:00am (Brisbane time) on 16 June 2017 at Grant Thornton, Sir Samuel Griffith Boardroom. Level 18, 145 Ann St, Brisbane, Queensland.

Enclosed you will find the Notice of Meeting and Explanatory Memorandum detailing the business to be dealt with at the meeting. Items that will be voted on at the meeting are: the approval of previous issues of Shares and unlisted Options (Item 1); an increase in the Directors Remuneration Pool (Item 2); appointment of William Baum to the Board (item 3); and approval of an Option issue (Item 4).

The approval of the previous issues of Shares and unlisted Options on 17 November 2016 and 2 February 2017 will reinstate the Company's capacity to issue equity securities without the prior approval of shareholders, as permitted in accordance with Listing Rules 7.1 and 7.1A.

The increase in the Director's Remuneration is designed to move the remuneration to more closely align with current market practices and rates.

Importantly it will also allow for the appointment of an additional Director to the Board to ensure that the Company has the right mix of skills and experience in place as it continues to progress towards commercialisation of the GlycellTM process and the advancement of a potential project in Malaysia and the USA.

The last 12 months has been a transformational period for Leaf Resources during which the Company has moved rapidly along the path of commercial implementation of the Glycell process.

Through this period, Leaf has grown its international presence and now has a coalition of international partners, all of whom are leaders in their field, and who will play a significant role as the Company actively pursues commercial projects in South-East Asia, the US as well as in Europe.

As Leaf moves closer to these milestones it is important that it has the right skills and experience in place to execute on the opportunity ahead.

In order to guide the Company through this critical next phase, the Board wishes to appoint an additional director, Mr William Baum.

Mr Baum, who is based in the US, has a long and distinguished career in the biobased chemicals industry and has an extensive network across the globe. He has worked as an independent consultant, executive and Company Director and brings a wealth of knowledge in bio-chemical production as well as strategy and deal transactions.

The Board believes that Mr Baum's international experience and connections in the biobased chemicals industry will be invaluable as Leaf moves through its next phase.

Mr Baum's appointment will be subject to the approval of Item 2. Subject to this approval, shareholders are asked to approve the issue of 800,000 Options to Mr Baum. The terms and conditions of the Option issue are set out in the Explanatory Memorandum and as always, shareholders should consider the information provided in this letter and in the Notice of Meeting before making their voting decisions.

Yours sincerely

Dr Jay Hetzel Chairman

NOTICE OF GENERAL MEETING

A General Meeting of Leaf Resources Limited (Company) will be held at 10:00am (Brisbane time) on 16 June 2017 at Grant Thornton, Sir Samuel Griffith Boardroom, Level 18, 145 Ann St, Brisbane, Queensland for the purpose of transacting the business set out in this notice.

SPECIAL BUSINESS

Item 1: Ratification of previous issue of Shares and unlisted Options under Listing Rule 7.1 and Listing Rule 7.1A

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Members approve the previous issue of the following:

Resolution 1(a)

"689,656 Shares at $0.145 per Share on 17 November 2016 to the allottee, on the terms set out in the Explanatory Memorandum."

Resolution 1(b)

"17,241,380 Shares at $0.145 per Share on 2 February 2017 to the allottees on the terms set out in the accompanying Explanatory Memorandum."

Resolution 1(c)

"11,120,690 unlisted Options (LEROPT06) at $nil per Option on 2 February 2017 to the allottees) on the terms set out in the accompanying Explanatory Memorandum."

Item 2: Increase in Directors' Remuneration

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

"That, in accordance with Listing Rule 10.17 and Articles 33(a) and 33(c) of the Company's Constitution and for all other purposes, the maximum aggregate amount payable by the Company by way of Directors' remuneration be increased by $130,000 from $220,000 per annum to an amount of $350,000 per annum, on the terms and conditions set out in the accompanying Explanatory Memorandum."

Item 3: Appointment of William Baum as Director

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

"That, subject to resolution 2 being passed, and in accordance with Article 28.2 of the Company's constitution and for all other purposes, Members approve the appointment of William Baum as a Director of the Company on the terms and conditions set out in the Explanatory Memorandum."

Item 4: Approval of issue of Options to William Baum

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

"That, subject to resolutions 2 and 3 being passed and for the purposes of Listing Rule 10.11 and for all other purposes, Members approve the issue of 800,000 Options to Mr William Baum or his nominee, on the terms and conditions set out in the Explanatory Memorandum."

DETERMINATION OF ENTITLEMENT TO ATTEND AND VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that persons who are registered holders of Shares in the Company as at 7:00pm (Brisbane time) on 14 June 2017 will be entitled to attend and vote at the Meeting as a Member. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

If more than one joint holder of Shares is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

On a poll, Members have one vote for every Share held (subject to the restrictions on voting referred to on page 5).

PROXIES

If you are a Member entitled to attend and vote, you may choose to appoint a proxy.

The proxy need not be a Member of the Company. A Member who is 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. If no proportion or number is specified, each proxy may exercise half of the Member's votes.

If you want to appoint one proxy, please use the form provided. If you want to appoint a second proxy, an additional voting form may be obtained from the Company's share registry (refer to the contact details below) or you may copy the voting form.

To be effective, the voting form, together with the original or a certified copy of the power of attorney (if any) under which the voting form is signed, must be received no later than 10:00 am (Brisbane time) on 14 June 2017 (48 hours before the commencement of the Meeting).

Please refer to the enclosed voting form for completion and lodgement instructions.

The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

CORPORATE REPRESENTATIVES

A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 (Cth) in which case the Company will require written proof of the representative's appointment which must be lodged with or presented to the company before the Meeting.

ADMISSION TO MEETING

Members who will be attending the Meeting, and not appointing a proxy, are asked to bring the voting form to the Meeting to facilitate prompt admission.

Members who will not be attending the Meeting are encouraged to complete and return the voting form for each of their holdings of Shares.

If necessary, a replacement voting form may be obtained from the Company's share registry

(refer to the contact details below).

QUESTIONS AND COMMENTS BY MEMBERS AT THE MEETING

In accordance with the Corporations Act 2001 (Cth), a reasonable opportunity will be given to Members to direct questions to the Chairman about, or to make comments on, the management of the Company at the Meeting.

CONTACT DETAILS FOR SHARE REGISTRY

Mail: Leaf Resources Limited

C/- Link Market Services Limited Locked Bag A14

SYDNEY SOUTH NSW 1235

Telephone: [phone] Facsimile: [phone] Email: [e-mail]