INTERRA RESOURCES LIMITED 
By (Australian Business No. 37 129 575 275)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting
("AGM") of Interra Resources Limited (the "Company") will be
held on
24 April 2012 at 10:00 a.m. at Tanglin 1, Level 1, RELC
International Hotel, 30 Orange Grove Road, Singapore 258352,
to transact the following business:
To consider and, if thought fit, to pass the following
resolutions as Ordinary Resolutions, with or without any
modifications:
1. To receive and adopt the audited accounts for the
financial year ended 31 December 2011 together with the
reports of the Directors and the Auditor thereon. Resolution
1
2. To approve the sum of S$324,917 as Directors' fees for the
financial year ended 31 December 2011 (2010: S$281,000).
Resolution 2
3. To re-elect the following Directors who will retire by
rotation under Article 89 of the Articles of Association of
the Company and who, being eligible, offer themselves for
re-election:
(a) Mr Subianto Arpan Sumodikoro Resolution 3(a)
(b) Mr Allan Charles Buckler Resolution 3(b)
4. To re-appoint Nexia TS Public Accounting Corporation as
the Auditor of the Company and to authorise the Directors to
fix the remuneration of the Auditor. Resolution 4
To consider and, if thought fit, to pass the following
resolutions as Ordinary Resolutions, with or without any
modifications:
5. That pursuant to Section 161 of the Companies Act, Chapter
50 (the "CA") and the rules, guidelines and measures issued
by the
Singapore Exchange Securities Trading Limited (the "SGX-ST"),
authority be and is hereby given to the Directors to
issue:
(a) shares in the capital of the Company; or
(b) convertible securities; or
(c) additional convertible securities issued pursuant to
adjustments; or
(d) shares arising from the conversion of the securities in
(b) and (c) above,
(whether by way of rights, bonus or otherwise or in pursuance
of any offer, agreement or option made or granted by the
Directors during the continuance of this authority or
thereafter) at any time and upon such terms and conditions
and for such purposes and to such persons as the Directors
may in their absolute discretion deem fit (notwithstanding
the authority conferred by this Resolution may have ceased to
be in force),
provided that:
(1) the aggregate number of shares to be issued pursuant to
this Resolution (including shares to be issued in pursuance
of convertible securities made or granted pursuant to this
Resolution) does not exceed one hundred per cent (100%) of
the total number of issued shares excluding treasury shares
in the capital of the Company as calculated in accordance
with sub-paragraph (2) below ("Issued Shares"), of which the
aggregate number of shares to be issued, other than on a pro
rata basis to existing shareholders (including shares to be
issued in pursuance of convertible securities made or granted
pursuant to this Resolution), does not exceed fifty per cent
(50%) of the total number of Issued Shares;
(2) (subject to such manner of calculation as may be
prescribed by the SGX-ST) for the purpose of determining the
aggregate number of shares that may be issued under
sub-paragraph (1) above, the percentage of Issued Shares
shall be based on the total number of issued shares excluding
treasury shares in the capital of the Company at the time
this Resolution is passed, after adjusting for:
(i) new shares arising from the conversion or exercise of
convertible securities;
(ii) (where applicable) new shares arising from exercising
share options or vesting of share awards outstanding or
subsisting at the time of the passing of this Resolution,
provided the options or awards were granted in compliance
with the SGX-ST Listing Manual - Section B: Rules of Catalist
(the "Rules of Catalist"); and
(iii) any subsequent bonus issue, consolidation or
subdivision of shares;
(3) in exercising the authority conferred by this Resolution,
the Company shall comply with the rules, guidelines and
measures issued by the SGX-ST for the time being in force
(unless such compliance has been waived by the SGX-ST) and
the Articles of Association for the time being of the
Company; and
(4) (unless revoked or varied by the Company in general
meeting) the authority conferred by this Resolution shall
continue in force until the conclusion of the next AGM of the
Company or the date by which the next AGM of the Company is
required by law to be held, whichever is the earlier.
Resolution 5
6. That pursuant to Section 161 of the CA, authority be and
is hereby given to the Directors, to allot and issue from
time to time such number of shares in the capital of the
Company as may be required to be issued pursuant to the
exercise of the options under the Interra Share Option Plan
(the "ISOP"), provided always that the aggregate number of
shares to be issued pursuant to the ISOP shall not exceed
five per cent (5%) of the total number of issued shares
including treasury shares at any time and from time to time.
7. That the participation of Mr Edwin Soeryadjaya, a controlling shareholder of the Company, in the ISOP be and is hereby approved.
Resolution 78. That the participation of Mr Sandiaga Salahuddin Uno, a controlling shareholder of the Company, in the ISOP be and is hereby approved.
Resolution 8
9. Contingent upon the passing of Resolution 7 in this
Notice, that the proposed offer and grant of an option under
the ISOP to Mr Edwin Soeryadjaya, a controlling shareholder
of the Company, pursuant to and in accordance with the rules
of the ISOP on the following terms, be and is hereby
approved, and the Directors be and are hereby authorised to
allot and issue and/or transfer shares upon the exercise of
such option granted:
(a) Proposed date of grant of the option ("Date of Grant"):
Any time within 30 days from the date of this AGM
(b) Number of shares comprised in the proposed grant of
option: 1,350,000 shares (representing approximately 0.46% of
the total issued shares as at the Latest Practicable
Date)
(c) Exercise Price: The average of the last dealt prices for
the shares on the Official List of the SGX-ST for the five
(5) consecutive
Market Days immediately preceding the relevant Date of Grant
for which there was trading in the shares (the "Market
Price")
(d) Exercise Period: After the first (1st)
anniversary but before the fifth (5th)
anniversary of the relevant Date of Grant Resolution 9
10. Contingent upon the passing of Resolution 8 in this
Notice, that the proposed offer and grant of an option under
the ISOP to Mr Sandiaga Salahuddin Uno, a controlling
shareholder of the Company, pursuant to and in accordance
with the rules of the ISOP on the following terms, be and is
hereby approved, and the Directors be and are hereby
authorised to allot and issue and/or transfer shares upon the
exercise of such options granted:
(a) Proposed Date of Grant: Any time within 30 days from the
date of this AGM
(b) Number of shares comprised in the proposed grant of
option: 1,350,000 shares (representing approximately 0.46% of
the total issued shares as at the Latest Practicable
Date)
(c) Exercise Price: Market Price
(d) Exercise Period: After the first (1st)
anniversary but before the fifth (5th)
anniversary of the relevant Date of Grant Resolution 10
11. To transact any other business that may be properly
transacted at an AGM. BY ORDER OF THE BOARD
Adrian Chan Pengee
Company Secretary
Singapore
9 April 2012
A member of the Company entitled to attend and vote at the AGM may appoint not more than two (2) proxies to attend and vote in his stead. A proxy need not be a member of the Company. Where a shareholder appoints two (2) proxies, he must specify the proportion of his shareholdings to be represented by each proxy. The instrument of proxy must be lodged at the registered office of the Company at 1 Grange Road, #05-04
Orchard Building, Singapore 239693 not less than forty-eight (48) hours before the time appointed for holding the AGM.
EXPLANATORY NOTES ON BUSINESS TO BE TRANSACTED Resolution 3(a)Mr Subianto Arpan Sumodikoro, if re-elected, will remain as an Non-Executive Director of the Company.
Resolution 3(b)Mr Allan Charles Buckler, if re-elected, will remain as an Independent Director of the Company, the Chairman of the Nominating Committee and a member of the Audit Committee and the Remuneration Committee.
Resolution 5The proposed Ordinary Resolution 5, if passed, will empower the Directors, from the date of this AGM until the next AGM, to issue shares in the capital of the Company, to make or grant convertible securities, and to issue shares in pursuance of such convertible securities, without seeking any further approval from shareholders in general meeting, up to a number not exceeding one hundred per cent (100%) of the total number of Issued Shares, of which up to fifty per cent (50%) of the total number of Issued Shares may be issued other than on a pro rata basis to shareholders.
Resolution 6The proposed Ordinary Resolution 6, if passed, will authorise the Directors, from time to time, to allot and issue shares pursuant to the exercise of options under the ISOP not exceeding five per cent (5%) of the total number of issued shares including treasury shares at any time.
Resolutions 7, 8, 9 and 10Information relating to the proposed grants of options under the ISOP to Mr Edwin Soeryadjaya and Mr Sandiaga Salahuddin Uno is set out in the addendum to shareholders dated 9 April 2012, being an addendum to the Annual Report of the Company for the financial year ended 31
December 2011.
This document has been prepared by the Company and its contents have been reviewed by the Company's sponsor ("Sponsor"), Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart Pte. Limited), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"). Canaccord Genuity Singapore Pte Ltd. has not independently verified the contents of this document. This document has not been examined or reviewed by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this document including the correctness of any of the statements or opinions made or reports contained in this document.
The contact person for the Sponsor is Mr Alex Tan, Managing Director, Corporate Finance, Canaccord Genuity Singapore Pte. Ltd., at 77 Robinson Road
#21-02 Singapore 068896, telephone (65) 6854 6160.
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