Vector Resources : Notice of General Meeting/Proxy Form

ABN 99 107 541 453

Notice of General Meeting Explanatory Statement and Proxy Form TIME

10.00am (WST)

DATE

Wednesday, 29 March 2017

PLACE

Westar Capital Limited Level 4, London House 216 St Georges Terrace Perth WA 6000

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of members of Vector Resources Limited (Vector or the Company) will be held on Wednesday, 29 March 2017, commencing at 10.00am (WST) at the office of Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth, Western Australia.

The enclosed Explanatory Statement accompanies and forms part of this Notice of Meeting.

AGENDA Resolution 1 - Approval of Share Consolidation

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 254H of the Corporations Act, and for all other purposes, Shareholders approve and authorise the Directors to consolidate the issued capital of the Company on the basis that every five (5) Shares be consolidated into one

(1) Share on the terms and conditions set out in the Explanatory Statement that forms part of this Notice (Consolidation)."

Resolution 2 - Vector Employee Incentive Plan (EIP)

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That approval be given for the establishment of the EIP, as described in the Explanatory Statement, and issues under the EIP for all purposes, including ASX Listing Rule 7.2 exception 9."

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by a Director of the Company (except one who ineligible to participate in any employee incentive scheme in relation to the Company) and any person associated with that Director. However, the Company need not disregard a vote if it is cast by a person as a 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. Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

1. the proxy is either:

2. a member of the Key Management Personnel; or

3. a Closely Related Party of such a member; and

4. the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if:

6. the proxy is the Chair; and

7. the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

BY ORDER OF THE BOARD Neville Bassett Company Secretary 21 February 2017 I M P O R TA N T IN F O R M A TIO N TIME AND PLACE OF MEETING

Notice is given that the General Meeting of the Shareholders to which this Notice relates will be held at 10.00am (WST) on Wednesday, 29 March 2017 at:

Westar Capital Limited Level 4 216 St Georges Terrace Perth WA 6000 YOUR VOTE IS IMPORTANT

The business of the General 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 General Meeting are those who are registered Shareholders at 10.00am (WST) on 27 March 2017.

VOTING IN PERSON

To vote in person, attend the General 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.

Sections 250BB and 250BC of the Corporations Act provide that:

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

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

  Proxy vote if appointment specifies way to vote

  Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. 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; and

• if the proxy is the Chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the Chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).