Orocobre : Replacement Notice of Annual General Meeting and Proxy Form ORE ASX Release_AGM NOM_Final_v2.pdf

Orocobre Limited

ACN 112 589 910

Replacement Notice of Annual General Meeting and Explanatory Statement

Annual General Meeting to be held at the offices of PwCBrisbane, Level 23, 480 Queen Street, Brisbane, Queenslandon Friday 23 November 2018 commencing at 11.00 am (AEST).

This Notice of Annual General Meeting and Explanatory Statement replaces that issued on 16Octoberand should be read in its entirety. If Shareholders are in doubt as to how they shouldvote, theyshouldseek advice from their accountant, solicitor or other professional adviser without delay.

Orocobre Limited ABN 31 112 589 910 Address: Level 1, 349 Coronation Drive, Brisbane QLD 4064. Phone: [phone] Fax: [phone] Email:[e-mail] Website: orocobre.com.au

Notice is given that the 2018 Annual General Meeting of Shareholders of Orocobre Limited (Company) will be held at the offices of PwC Brisbane, Level 23, 480 Queen Street, Brisbane, Queensland on Friday 23 November 2018 commencing at 11.00 am (AEST).

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting and replaces that issued on 16 October 2018.

Business

Financial and Other Reports

To receive and consider the Financial Report of the Company and the reports of the Directors and the Auditor for the year ended 30 June 2018.

Advisory only ordinary resolution

1. Directors' Remuneration Report

That the Directors' Remuneration Report for the year ended 30 June 2018 be adopted.

A voting exclusion statement is set out below.

Ordinary resolutions

2. Re-election of Robert Hubbard as a Director

That Mr Robert Hubbard who retires by rotation in accordance with the provisions of the Constitution and in accordance with ASX Listing Rule 14.4 be re-elected as a Director of the Company.

3. Re-election of Federico Nicholson as a Director

That Mr Federico Nicholson who retires by rotation in accordance with the provisions of the Constitution and in accordance with ASX Listing Rule 14.4 be re-elected as a Director of the Company.

4. Confirmation of appointment of Masaharu Katayama as a Director

That Mr Masaharu Katayama who was appointed as a Director following the strategic placement of shares to Toyota Tsusho (ASX announcement 16 January 2018) be re-elected as a Director of the Company.

5. Approval of Employee Performance Rights and Options Plan

That for the purposes of ASX Listing Rule 7.2 and for all other purposes, Shareholders approve the issue of securities in the Company under the revised Orocobre Employee Performance Rights and Options Plan.

A voting exclusion statement is set out below.

Voting Prohibition and Exclusion Statement

Resolution 1 - Directors' Remuneration Report

In accordance with the Corporations Act the Company will disregard any votes cast in relation to this Resolution by or on behalf of the Key Management Personnel (KMP) in any capacity whose remuneration is included in the Remuneration Report (Excluded Persons) and Closely Related Parties of an Excluded Person. However, an Excluded Person or a Closely Related Party of an Excluded Person may cast a vote on the Resolution if:

• • that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the Resolution and the vote is not cast on behalf of an Excluded Person; or

• • the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a KMP.

Resolution 5 - Approval of Employee Performance Rights and Options Plan

In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of this Resolution by any Director except one who is ineligible to participate in the Employee Performance Rights and Options Plan or any other employee incentive scheme in relation to the Company, or an associate of those persons.

In accordance with the Corporations Act, the Company will disregard any votes cast in relation to this Resolution by or on behalf of Excluded Persons and Closely Related Parties of an Excluded Person.

However, the Company may not disregard a vote cast on Resolution 5 if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides (subject to compliance with the Corporations Act).

IMPORTANT NOTE: Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the resolutions the subject of this Meeting (even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company), subject to compliance with the Corporations Act.

If you do not wish to appoint the Chair to vote on any Resolutions in the manner indicated above, the Company encourages you to complete the voting directions in the Proxy Form.

By Order of the Board

Rick Anthon

Joint Company Secretary

17 October 2018

Explanatory Statement

This Explanatory Memorandum has been prepared for the information of Shareholders of Orocobre Limited in connection with the business to be conducted at an Annual General Meeting of Shareholders to be held at the offices of PwC Brisbane, Level 23, 480 Queen Street, Brisbane, Queensland on Friday 23 November 2018 commencing at 11.00 am (AEST).

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who will be attending as your proxy, please complete the enclosed proxy form. This form must be received by the Company at least 48 hours before the scheduled commencement time for the meeting.

A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend and vote for the member at the meeting.

If the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. A single proxy exercises all voting rights.

The Chairman intends to vote undirected proxies in favour of Resolutions 1, 2, 3, 4 and 5.

Proxies will only be valid and accepted by the Company and/or the share registry if they are signed and forwarded to the Company at the address or facsimile number quoted below so as to be received not later than 48 hours before the meeting.

The completed Proxy Form may be mailed/delivered to the Company's share registry, Computershare Investor Services Pty Limited.

by mail:	GPO Box 242, Melbourne, Victoria 3001
by facsimile:	1800 783 447 (within Australia) or [phone] (outside Australia)
online via:	www.investorvote.com.auand logging in using the control found on the front of your
accompanying proxy form.

The Company has determined in accordance with regulations pursuant to section 1074E of the Corporations Act 2001 that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register as at 7.00 pm (AEDT) on 21 November 2018.

Financial and other Reports

The Financial Report of the Company for the year ended 30 June 2018, comprising the Financial Statements, Notes and Directors' Declaration, Directors' Report and Auditor's Report, will be laid before the Annual General Meeting. Time will be allowed during the meeting for consideration and questions by the Shareholders of the Financial Report and associated Directors' and Auditors' Reports.

Resolution 1: Adoption of the Remuneration Report for the year ended 30 June 2018

The Corporations Act requires all listed companies to present their remuneration report for each financial year for adoption by Shareholders at the Company's Annual General Meeting. The report can be found as a separately identified "Remuneration Report" within the Directors' Report section of the Company's 2018 Annual Report.

Time will be allowed during the Annual General Meeting for consideration and questions by Shareholders of the Remuneration Report.

The Remuneration Report:

• • explains the Board's policies in relation to the nature and level of remuneration paid to Directors and executives of the Company;

• • discusses the link between the Board's policies and the Company's performance;

• • provides a summary of performance conditions, explaining why they were chosen and how performance is measured against them;

• • sets out remuneration details for each Director and for each member of the Company's executive management team; and

• • makes clear that the basis for remunerating Non-executive Directors is distinct from the basis for remunerating executives, including the Managing Director.

The vote on this Resolution is advisory only and does not bind the Directors or the Company. The Board will consider the outcome of the vote and comments made by Shareholders on the remuneration report at the meeting when reviewing the Company's remuneration policy.

Pursuant to the Corporations Act if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at next year's Annual General Meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an Extraordinary General Meeting to consider the appointment of Directors of the Company.

In the event that you choose to appoint the Chairman as your proxy please note the following:

• • the Proxy Form provides that if the Chairman is appointed as proxy, the Chairman is directed to vote in accordance with his stated voting intention;

• • the Chairman's voting intention is to vote in favour of this Resolution to adopt the Remuneration Report, unless you direct the Chairman to vote in a different manner;

• • the Chairman will only vote in accordance with his stated voting intention if the relevant box is ticked;

• • if the relevant box is un-ticked the Chairman will not be permitted to vote the relevant shares on the Resolution in relation to the Remuneration Report; and

• • for all other Resolutions where the Chairman is appointed as proxy, those proxies will remain undirected and may be voted on by the Chairman on that basis.

Resolution 2: Re-election of Robert Hubbard as a Director

The ASX Listing Rules and the Constitution prescribe a process by which Directors regularly retire from office. Retiring Directors may offer themselves for election or re-election.

Pursuant to Listing Rule 14.4 and rule 75 of the Constitution, Mr Robert Hubbard retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Mr Hubbard was appointed a Director in November 2012 and appointed Chairman in July 2016. Mr Hubbard was a partner at PricewaterhouseCoopers for over 20 years until 2013. During his time as a PwC partner, he served as auditor and adviser for some of Australia's largest resource companies with activities throughout Australia, Papua New Guinea, West Africa and South America. His experience has covered a range of commodities including base metals, gold, oil and gas and thermal and metallurgical coal.

Mr Hubbard also serves as a non-executive Director in various community and commercial focussed organisations. He is currently a Council member of the University of the Sunshine Coast, and a non-executive Director of Bendigo and Adelaide Bank Limited and Chairman of Primary Health Care Limited. Robert is currently a member of the Remuneration Committee.

The Directors (excluding Mr Hubbard) recommend that shareholders vote for the re-election of Mr Hubbard.