Zamia Metals : Notice of Annual General Meeting 30 November 2017

Zamia Metals Limited ACN 120348683

Notice of Annual General Meeting and Explanatory Memorandum

Date: Thursday 30 November 2017 Time: 11.00 am (AEDT) Place: Hall Chadwick Level 40, 2 Park Street Sydney NSW 2000

THIS DOCUMENT IS IMPORTANT This Notice of Meeting and Explanatory Memorandum should be read in its entirety. If you do not understand this document or are in any doubt as to how to deal with it, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

Notice of Annual General Meeting Notice is given that an Annual General Meeting of the Shareholders of Zamia Metals Limited (Zamia or Company) will be held to conduct the business specified below: Location: Hall Chadwick, Level 40, 2 Park Street, Sydney NSW 2000 Date: Thursday 30 November 2017 Time: 11.00 am (AEDT)

The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Memorandum forms part of this Notice and should be read in conjunction with it. We refer Shareholders to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice and the Explanatory Memorandum.

Agenda

1. Financial Statements and Reports

   To receive and consider the Financial Report, the Directors' Report and Auditor's Report for the year ended

   30 June 2017.

   The Company's Financial Report, Directors' Report and Auditor's Report contained in the Report to Shareholders are placed before the Meeting, providing Shareholders an opportunity to discuss those documents and ask questions, though there is no requirement that Shareholders approve these reports. The auditor will be attending the Annual General Meeting and will be available to answer any questions relevant to the conduct of the audit and the preparation and content of the Auditor's Report.

2. Resolutions

   To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions:
3. Adopt the Remuneration Report for the year ended 30 June 2017

   "That the Remuneration Report for the year ended 30 June 2017 be adopted."

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

   Voting Exclusion Statement

   The Company will disregard any votes cast on Resolution 1 by, or on behalf of:

   • a member of the KMP (Key Management Personnel); and

   • their Closely Related Parties, unless the vote is cast:

   • as a proxy for a person entitled to vote in accordance with a direction on the proxy form; or

   • by the person chairing the Meeting as proxy for a person who is entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

4. Re-election of Qiang Chen as Director

   "That, for the purposes of clause 75.1(b) of the Constitution, Listing Rule 14.4 and for all other purposes, Qiang Chen, a Director appointed on 6 November 2008, retires and, being eligible, is re-elected as a Director."

5. Re-election of Jiniu Deng as a Director

   "That, for the purposes of clause 75.1(b) of the Constitution, Listing Rule 14.4 and for all other purposes, Jiniu Deng, a Director appointed on 1 October 2013, retires and, being eligible, is re-elected as a Director."

6. Ratification of prior issue of Shares and Options

   "That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders of the Company ratify the prior allotment and issue of 72,000,000 Shares and 36,000,000 unlisted Options which were issued on 3 January 2017, on the terms and conditions which are described in the Explanatory Memorandum which accompanies and forms part of the Notice of Meeting."

   Voting Exclusion Statement

   The Company will disregard any votes cast on Resolution 4 by a person who participated in the issue.

   The Company will also disregard any votes cast on Resolution 4 by an associate of that person (or those persons).

   However, the Company need not disregard a vote 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

   • it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated: 23 October 2017 By order of the Board

John Stone Company Secretary

Voting and Proxies Voting

The Company has determined, in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), that Shareholders recorded on the Company's register at 7.00 pm (AEDT) on Tuesday 28 November 2017 will be entitled to attend and vote at the Meeting. If you are not a registered Shareholder on the Record Date, you will not be entitled to attend and vote at the Meeting.

If you cannot attend the Meeting in person, we encourage you to sign and return the accompanying proxy form in accordance with the instructions set out below and those set out on the proxy form.

Proxies

A Shareholder who is entitled to attend and vote at the Annual General Meeting may appoint up to two proxies to attend and vote on behalf of that Shareholder.

If a Shareholder appoints two proxies, the appointment of the proxies must specify the proportion or the number of that Shareholder's votes that each proxy may exercise. If the appointment does not so specify, each proxy may exercise half of the Shareholder's votes.

Where a Shareholder appoints more than one proxy, only the first named proxy is entitled to vote on a show of hands.

A proxy need not be a Shareholder.

A proxy may decide whether to vote on any Resolution, except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on a Resolution, the proxy may vote on that Resolution only in accordance with the direction. If a proxy is not directed how to vote on a Resolution, the proxy may vote as he or she thinks fit (unless the proxy is the Chairman, in which case the Chairman will vote in favour of the Resolution, subject to the below).

Appointing a member of KMP

A Shareholder wishing to appoint a member of KMP or a Closely Related Party of any member of KMP as proxy should note that the KMP or Closely Related Party will not be able to vote undirected proxies on Resolution 1. That is, the Shareholder must direct them how to vote by marking the boxes on the proxy form for Resolution 1, otherwise that Shareholder's vote will not be counted for the purposes of Resolution 1.

Appointing the Chairman

If the Shareholder appoints the Chairman of the Meeting as proxy, the Shareholder can direct the Chairman how to vote by either marking the relevant boxes on the proxy form (ie. 'for', 'against' or 'abstain') or by marking the Chairman's voting direction box on the proxy form which will be considered as an express direction to the Chairman to vote in favour of each Resolution even though Resolution 1 is connected directly with the remuneration of a member of KMP and/or even if the Chairman has an interest in the outcome of Resolution 1.

If no direction is provided and the Chairman's voting box is not marked (or if the direction is to 'abstain') the Chairman will not be able to cast the Shareholder's votes on Resolution 1 and those votes will not be counted in calculating the required majority on a poll.

In respect of Resolutions 2 to 4, if a Shareholder appoints the Chairman as the Shareholder's proxy and does not specify how the Chairman is to vote on a Resolution, the Chairman will vote the Shareholder's Shares in favour of that Resolution on a poll.

Returning proxies and authorising documents

To be effective, the Company must receive the completed proxy form and, if the form is signed by the Shareholder's attorney, the authority under which the proxy form is signed (or a certified copy of the authority) by no later than 11.00 am (AEDT) on Tuesday 28 November 2017.