FAR : Notice of Annual General Meeting/Proxy Form

29 April 2019

Notice of Annual General Meeting

FAR Limited (ASX: FAR) is about to commence the dispatch of the Notice of Meeting relating to the Annual General Meeting of Shareholders to be held at 10:00am (AEST) on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William St, Melbourne, Victoria. A copy of the Notice of Meeting is attached, together with a copy of the shareholder proxy voting form. Copies of the documents have been lodged with the ASX today and are available on the company's website www.far.com.au.

Notice of Annual General Meeting and Explanatory Statement

For the Annual General Mee ng to be held at 10.00am on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria

This is an important document. Please read it carefully.

If you are unable to a end the Annual General Mee ng, please vote online OR complete the Proxy Form enclosed and return it in accordance with the instruc ons set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Mee ng of the shareholders of the Company will be held at 10.00am on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

How to Vote

You may vote by a ending the mee ng in person, by proxy or authorised representa ve.

Vo ng in Person

To vote in person, a end the mee ng on the date and me and at the place set out above.

Vo ng by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed and either:

∙send the Proxy Form by post to Computershare, GPO Box 242, Melbourne, Victoria 3001; or

∙send the Proxy Form by facsimile to Computershare on facsimile number outside Australia [phone] or within Australia 1800 783 447

Or

∙for online vo ng, visit www.investorvote.com.au

∙for Intermediary Online subscribers only (custodians), visit www.intermediaryonline.com so that it is received not later than 10.00am on Tuesday, 28 May 2019.

Proxy Forms received later than this me will be invalid.

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FAR LIMITED ABN 41 009 117 293

NOTICE OF ANNUAL GENERAL MEETING

No ce is given that the Annual General Mee ng of shareholders of FAR Limited ("Company") will be held at 10.00am on Thursday, 30 May 2019 at Baker & McKenzie, Level 19, 181 William Street, Melbourne Victoria.

AGENDA

ADOPTION OF FINANCIAL STATEMENTS

To receive the Annual Financial Report, including Directors' declara on and accompanying reports of the Directors and auditors, for the financial year ending 31 December 2018.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

"That, for the purposes of Sec on 250R(2) of the Corpora ons Act and for all other purposes, the Company adopts the Remunera on Report as set out in the Annual Report for the year ended 31 December 2018."

The vote on Resolu on 1 is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 - RE-ELECTION OF MR NICHOLAS LIMB

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

"That Mr Nicholas Limb, who re res in accordance with the Company's Cons tu on, being eligible for re-elec on, be re-appointed as a director of the Company."

Dated this 26th day of April 2019

Peter Thiessen, Company Secretary

NOTES

1.A shareholder of the Company en tled to a end and vote is en tled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified propor on of the shareholder's vo ng rights. If the shareholder appoints two proxies and the appointment does not specify this propor on, each proxy may exercise half of the votes.

A proxy need not be a shareholder of the Company.

2.For the purposes of the Corpora ons Act, securi es will be taken to be held by persons who are registered holders as at 7.00 pm on 28 May 2019.

3.If a proxy is not directed how to vote on an item of business, the proxy may vote or abstain from vo ng on that resolu on if they think fit.

4.If a proxy is instructed to abstain from vo ng on an item of business, the proxy is directed not to vote on the shareholder's behalf on the poll and the shares that are subject of the proxy appointment will not be counted in calcula ng the required majority.

5.Shareholders who return their proxy forms with a direc on on how to vote but do not nominate the iden ty of their proxy will be taken to have appointed the chairman of the mee ng as their proxy to vote on their behalf.

6.If a proxy form is returned but the nominated proxy does not a end the mee ng or does not vote on the resolu on, the chairman of the mee ng will act in place of the nominated proxy and vote in accordance with any instruc ons.

7.Proxy appointments in favour of the chairman that do not contain a direc on on how to vote will be used where possible to support each of the resolu ons proposed in this no ce of mee ng.

8.The proxy form must be signed by the member or his/her a orney duly authorised in wri ng or if the shareholder is a corpora on in a ma er permi ed by the Corpora ons Act or in accordance with the laws of that corpora on's place of incorpora on.

9.Proxies need to be returned as instructed on the proxy form to be received no later than 48 hours before the commencement of the mee ng.

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VOTING EXCLUSIONS

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Company will disregard any votes cast on Resolu on 1 by or on behalf of a member of the Company's key management personnel ("KMP"), details of whose remunera on are included in the Remunera on Report; or a closely related party of a KMP whether the votes are cast as a shareholder, proxy or in any other capacity. Sec on 250R of the Corpora ons Act prohibits a vote being cast in any such circumstance.

However, the Company will not disregard a vote cast by a member of the KMP ("KMP member") or a closely related party of a KMP member if the vote is cast as a proxy; the proxy is appointed by wri ng that specifies how the proxy is to vote on Resolu on 1; and the vote is not cast on behalf of a KMP member or a closely related party of a KMP member.

KMP members are those persons having authority and responsibility for planning, direc ng and controlling the

ac vi es of the Company, directly or indirectly, including any director (whether execu ve or otherwise) of the Company.

If you are a KMP member or a closely related party of a KMP member (or are ac ng on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may commit an offence by breaching the vo ng restric ons that apply to you under the

Corpora ons Act.

A closely related party of a KMP member means any of the following:

•a spouse or child of the KMP member;

•a child of the KMP member's spouse;

•a dependant of the KMP member or the KMP member's spouse;

•anyone else who is one of the KMP member's family and may be expected to influence the KMP member, or be influenced by the KMP member, in the KMP member's dealing with the Company;

•a company the KMP member controls; or

•a person prescribed by regula ons (as at the date of this No ce of Annual General Mee ng, no such regula ons have been prescribed).

The proxy form accompanying this No ce of Annual General Mee ng contains instruc ons regarding how to complete the proxy form if a Shareholder wishes to appoint the Chairman as his or her proxy and to direct the Chairman to vote on the resolu on to adopt the Remunera on Report. You should read those instruc ons carefully.

ENQUIRIES

Shareholders are invited to contact the Company Secretary, Peter Thiessen, on [phone] if they have any queries in respect of the ma ers set out in these documents.

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EXPLANATORY STATEMENT

GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connec on with the Annual General Mee ng of the Company to be held on Thursday, 30 May 2019.

The purpose of this Explanatory Statement is to provide shareholders with informa on that the Board believes to be material to shareholders in deciding whether or not to approve the above resolu ons detailed in the No ce.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any ques ons regarding the ma ers set out in this Explanatory Statement or the preceding No ce, please contact the Company, your stockbroker or other professional adviser.

1. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

Sec on 250R(2) of the Corpora ons Act requires the Company to put to the vote at the Annual General Mee ng a resolu on that the Remunera on Report be adopted. The Company is also required to inform Shareholders in the No ce of Annual General Mee ng that a resolu on to this effect will be put

at the Annual General Mee ng. The Remunera on Report is contained within the Directors' Report in the Company's Annual Report for the year ended 31 December 2018. It sets out the remunera on policy for the Company and reports the remunera on arrangements in place for the Managing Director, specified execu ves and the non-execu ve Directors.

Shareholders are advised that, pursuant to sec on 250R(3) of the Corpora ons Act, the vote on this Resolu on is advisory only and does not bind the Directors or the Company. Accordingly, the Company will not be required to alter any arrangements detailed in the Remunera on Report, should the Remunera on Report not be adopted.

If 25% or more of the votes cast on Resolu on 1 are against adop on of the Remunera on Report, then:

(a)if comments are made on the Remunera on Report at the Annual General Mee ng, the Company's remunera on report for the financial period ending 31 December 2019 will be required to include an explana on of the Board's proposed ac on in response or, if no ac on is proposed, the Board's reasons for this; and

(b)if, at the 2020 Annual General Mee ng, 25% or more of the votes cast on the resolu on for the adop on of the remunera on report for the financial year ending

31 December 2019 are against its adop on, the Company must put to its shareholders a resolu on proposing that an extraordinary general mee ng ("Spill Mee ng") be held within 90 days. Where a Spill Resolu on is carried (i.e. more than 50% of the votes cast on the Spill Resolu on are in favour of the Spill Resolu on), the Directors generally (other than the Managing Director) will cease to hold office immediately before the end of the Spill Mee ng, unless they are re-elected at the Spill Mee ng.

The Company recommends that members who submit proxies should consider giving "how to vote" direc ons to their proxyholder on each resolu on, including this Resolu on 1.

If you complete a proxy form that authorises the Chairman of the Annual General Mee ng to vote on your behalf as a proxyholder, and you do not mark any of the boxes "for" or "against" or "abstain" so as to give the Chairman direc ons about how your vote should be cast in rela on to Resolu on 1, your proxy appointment will automa cally direct the Chairman to vote in favour of the resolu on to adopt the Remunera on Report and the Chairman will vote accordingly.

The Chairman intends to vote in favour of Resolu on 1 where the Chairman is directed to do so by instruc ons.

If you wish to appoint the Chairman as your proxyholder but you do not want to put the Chairman in the posi on to cast your votes in favour of Resolu on 1, you should complete the appropriate box on the proxy form, direc ng the Chairman to vote against or abstain from vo ng on Resolu on 1.

2. RESOLUTION 2 - RE-ELECTION OF MR NICHOLAS LIMB

In accordance with the Company's Cons tu on and the

ASX Lis ng Rules, Mr Nicholas Limb re res and being eligible for re-elec on, offers himself for re-elec on at the Mee ng. The profile of Mr Limb is included below. The board considers Mr Limb to be independent and free from any business or other rela onship that could materially interfere with, the independent exercise of his judgement.

Nicholas Limb

Bsc (Hons) MAusIMM

Mr Limb was appointed as a director of FAR Limited in November 2011 and Chairman in April 2012. He is chair of the Nomina ons commi ee and a member of the Remunera on, Audit and Risk commi ees.

Experience

Mr Limb is a professional geoscien st and worked in the mineral explora on sector for 10 years. In 1983 he joined a stockbroking firm as a corporate financier in the natural resources finance division and subsequently joined a major interna onal investment bank as an execu ve director, again working in resources finance. In 1993 he became managing director of a small listed gold explorer which grew to a substan al gold producer prior to be being taken over in 2000. In 1994 he formed MDL, an Australian listed company which also grew to be a successful mineral sands mining company of which he was Chairman for 24 years un l its takeover in 2018. Nic has been a non-execu ve director of a number of public companies over the last 20 years.

Listed directorships

No directorships of other listed companies are currently held.

The board has undertaken a review of Mr Limb's performance and, with Mr Limb abstaining, unanimously recommends his re-elec on.

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