20-10-2016: Notice Annual General Meeting/Proxy Form

FIRST GRAPHITE LIMITED ACN 007 870 760‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ NOTICE OF ANNUAL GENERAL MEETING‌‌ TIME: 10:00 am AEDT‌ DATE: Monday 21 November 2016 PLACE: Institute of Company Directors Level 1, Room 5‌

20 Bond Street

Sydney NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.‌‌‌‌‌‌‌‌

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on [phone].‌

CO N T EN TS
Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	12
Schedule 1 - Terms and Conditions of Director Options	14
Schedule 2 - Term and Conditions of Class A Options and Class B Options Proxy Form	16 Enclosed
I MP O R TA N T I N FO R M A TI O N
Time and place of Meeting

Notice is given that the Meeting will be held at 10:00 am (EADT) on Monday, 21 November 2016 at: Institute of Company Directors, Level 1, Room 5, 20 Bond Street, Sydney NSW 2000

Your vote is important

The business of the 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 Meeting are those who are registered Shareholders at 10:00 am (AEDT) on Saturday 19 November 2016.

Voting in person

To vote in person, attend the 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.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

  Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean 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.

  Further details on these changes are set out below.

  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 2 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).

  Transfer of non-chair proxy to chair in certain circumstances

  Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

B US IN E SS O F T HE M EE T I N G AGENDA ORDINARY BUSINESS REPORTS AND ACCOUNTS

To receive and consider the financial statements of the Company for the period ended

30 June 2016 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

1. RESOLUTION 1 - REMUNERATION REPORT‌

   To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

   "That for the purposes of Section 250R (2) of the Corporations Act and for all other purposes, approval is given for the adoption of remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2016."

   Please note: The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. Voting Prohibition Statement:

   A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

2. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

3. a Closely Related Party of such a member.

   However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

4. the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

5. the voter is the Chair and the appointment of the Chair as proxy:

6. does not specify the way the proxy is to vote on this Resolution; and

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

9. RESOLUTION 2 - ELECTION OF A DIRECTOR - MR WARWICK GRIGOR‌

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

    "That, for the purposes of clause 14.4 of the Constitution of the Company, and for all other purposes, Mr Warwick Grigor, who was appointed a Director of the Company on 4 December 2015 and who retires, and being eligible, is re-elected as a Director."