Heemskirk Consolidated : 2017 Notice of Annual General Meeting

17 January 2017

Dear Shareholder

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Heemskirk Consolidated Limited, (the Company) will be held at the Business Centre, Ground Floor, 365 Little Collins Street, Melbourne, Victoria on Thursday 23 February 2017 at 10.00am (AEDT).

The Explanatory Statement and Proxy Form, which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice and the Explanatory Statement.

Items of Business Receipt and Consideration of Accounts and Reports

To receive and consider the Financial Report, Directors' Report and Auditor's Report for the year ended 30 September 2016.

Resolution 1 - Adoption of Remuneration Report

To consider, and if thought fit, pass the following non-binding resolution as an ordinary resolution:

"That for the purpose of section 250R(2) of the Corporations Act, the Remuneration Report of the Company for the financial year ended 30 September 2016 be adopted."

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons. Details of the voting exclusions applicable to this Resolution are set out in the Explanatory Statement.

While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.

Resolution 2 - To Elect Mr Peter McKenna as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr Peter McKenna, having been appointed as a Director by the Board of the Company since the last Annual General Meeting, retires in accordance with Rule 13.2 of the Company's Constitution and being eligible, offers himself for election."

The non-candidate directors unanimously support the election of Mr Peter McKenna. The Chairman of the meeting intends to vote undirected proxies in favour of Mr Peter McKenna's election.

Resolution 3 - Re-election of Mr John Taylor as Director

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That Mr John Taylor, who retires by rotation in accordance with Rule 16.1 of the Company's Constitution, being eligible offers himself for re-election, be re-elected as a Director of the Company."

The non-candidate Directors unanimously support the re-election of Mr John Taylor, and recommend that shareholders vote in favour of this resolution.

Resolution 4 - Ratification of Past Issue of Options

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval be given in respect of the issue of 3,152,430 options in the Company, 1,576,215 were issued on 3 May 2016 and 1,576,215 options were issued on 10 August 2016 on the terms and conditions set out in the Explanatory Notes to the Notice of General Meeting."

The Board unanimously recommends that shareholders vote in favour of this resolution.

Voting exclusion: The Company will disregard any votes cast on this resolution by certain persons, in accordance with the voting exclusions as set out in the Explanatory Statement.

By order of the Board

Trish Hally Company Secretary

Explanatory Statement Receipt and Consideration of Accounts and Report

The Corporations Act 2001 (Cth) ("Corporations Act") requires the Financial Report (which includes Financial Statements, Notes to the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report to be tabled at the Annual General Meeting. The Constitution of Heemskirk Consolidated Limited provides for these reports to be received and considered at the Meeting. There is no requirement, either in the Corporations Act or the Constitution, for shareholders to approve the Financial

Report, the Directors' Report or the Auditor's Report. Shareholders will be given a reasonable opportunity to ask questions and make comments on these reports.

The Company's Annual Report (which includes the Financial Report and associated reports of the Directors and the Auditors) is available on the Company's website at www.heemskirk.com

Resolution 1 - Adoption of Remuneration Report (Non Binding Resolution)

The Corporations Act requires, that at a listed Company's Annual General Meeting, a resolution that the remuneration report be adopted be put to the shareholders. Section 250R(3) of the Corporations Act expressly provides that the vote on such a resolution is advisory only and does not bind the Directors of the Company. The Board will take the outcome of the vote into consideration when reviewing its remuneration practices and policies.

The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company (described as 'Key Management Personnel') as required by section 300 of the Corporations Act. The Remuneration Report is part of the Directors' report contained at pages 14 to 21 in the Annual Financial Report of the Company for the financial year ending 30 September 2016.

A reasonable opportunity will be provided for shareholders to ask questions about or make comments on the Remuneration Report at the Meeting.

1. Voting Exclusion

   A vote on Resolution 1 must not be cast by the following persons:

2. each of the four Directors of the Company named in the table on page 14 of the 2016 Annual Report;

3. each of the other Key Management Personnel of the Company named in the table on page 14 of the 2016 Annual Report; and

4. each "closely related party" (as defined in Section 9 of the Corporations Act) of a person in (a) or (b) above,

   unless the vote is cast by a person as proxy for a person entitled to vote in accordance with the direction on the proxy form and the vote is not cast on behalf of a person described in items (a) to (c) above.

   The Corporations Act prohibits Key Management Personnel and their closely related parties from voting or voting undirected proxies which they hold on a resolution for the adoption of the Remuneration Report.

   Accordingly, any undirected proxies held by the Directors or by other Key Management Personnel or their closely related parties for the purposes of Resolution 1 will not be voted on this Resolution.

   The restrictions described above do not apply to the Chairman where the proxy appointment expressly authorises the Chairman to exercise an undirected proxy. If the member appoints the Chairman as their proxy, the member acknowledges that the Chairman may exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

   The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

5. Recommendation on Resolution 1

6. While noting that each Director has a personal interest in their remuneration, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report. The Chairman will vote any undirected proxies in favour of this resolution.

   Resolution 2 - Election of Director - Mr Peter McKenna

   BE (Civil)(Hons), GAICD, FIEAust, CP Eng, F Fin, MAusIMM

   Non-Executive Director

   Mr Peter McKenna has worked in the mining, resource and infrastructure industries for nearly 40 years and has over 20 years of board level experience.

   Mr McKenna brings governance experience of major resource and infrastructure projects, research and development organisations and international representative offices.

   Mr McKenna was previously a Non Executive Director of Cooperative Research Centre for Mining and an Advisory Board Member of North West Rail Link project, Sydney. He also has executive Board experience at Glencore Coal (previously Xstrata Coal), MPE and Prodeco S.A (Colombia).

   Mr McKenna joined the Board on 23 March 2016.

   Recommendation on Resolution 2

   The Board (with Mr Peter McKenna abstaining) unanimously recommends that shareholders vote in favour of Mr Peter McKenna's election. The Chairman will vote any undirected proxies in favour of this resolution.

   Resolution 3 - Re-election of Director - Mr John Taylor

   BE(Chem), MBA, FIChemE.

   Non-Executive Director

   Mr John Taylor was Managing Director of Outotec Australasia Pty Ltd (previously Outokumpu Technology and prior to that, Lurgi Australia). He has held senior positions in management, process engineering and plant construction, primarily in the mining, minerals processing and environmental sectors.

   Mr Taylor was previously a Non Executive Director of listed companies KGL Resources Limited, Ticor Ltd, Environmental Group Ltd and Ausmelt Limited.

   He is a part time consultant to Outotec South East Asia Pacific. Mr Taylor joined the Board on 9 May 2011.

   Recommendation on Resolution 3

   The Board (with Mr John Taylor abstaining) unanimously recommends that shareholders vote in favour of Mr John Taylor's re-election. The Chairman will vote any undirected proxies in favour of this resolution.