MZI Resources : Notice of Annual General Meeting and Proxy Form

Our Reference: 158831

22 October 2018

Company Announcements Office ASX Limited

Level 40, Central Park 152-158 St Georges Terrace PERTH WA 6000

Dear Sirs

Notice of Meeting and Proxy

Attached please find the MZI Resources Ltd (the Company) Notice of Annual General Meeting and Proxy Form dispatched to shareholders.

The abovementioned document will be available on the Company's websitewww.mzi.com.au.

Yours sincerely

John Traicos Company Secretary

1

MZI RESOURCES LIMITED ACN 077 221 722

NOTICE OF ANNUAL GENERAL MEETING

TIME:	10.00am (WST)
DATE:	Thursday 22 November 2018
PLACE:	Fraser Suites
10 Adelaide Terrace
East Perth, Western Australia, 6004
This Notice of Annual General 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].

CONTENTS PAGE
Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	6
Glossary	10
Annexure A (key terms of the Incentive Plan)	11
Proxy Form	Enclosed
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Thursday 22 November 2018 at:

Fraser Suites

10 Adelaide Terrace

East Perth, Western Australia, 6004

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please follow the instructions in Section D and return by the time and in accordance with the instructions set out on the Proxy Form.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that an Annual General Meeting of Shareholders will be held at 10.00am (WST) on Thursday, 22 November 2018 at Fraser Suites, 10 Adelaide Terrace, East Perth WA 6004.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4.00pm (WST) on Tuesday, 20 November 2018.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

AGENDA

A. ORDINARY BUSINESS

REPORTS AND FINANCIAL STATEMENTS

To receive and consider the Company's financial report, and the reports of directors and auditors, for the year ended 30 June 2018.

RESOLUTION 1 - REMUNERATION REPORT

To consider and, if thought fit, to pass, the following advisory resolution in accordance with section 250R(2) of the Corporations Act:

"That the Remuneration Report be adopted."

Voting Prohibition: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1:

• (a) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or their Closely Related Parties, regardless of the capacity in which the votes are cast; or

• (b) by a person who is a member of the Key Management Personnel at the date of the Annual General Meeting, or their Closely Related Parties, as a proxy.

However, votes will not be disregarded if they are cast as a proxy for a person entitled to vote on Resolution 1:

• (a) in accordance with a direction as to how to vote on the Proxy Form; or

• (b) by the Chairman pursuant to an express authorisation to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of the Key Management Personnel.

Note: This Resolution is advisory only and does not bind the Directors of the Company.

RESOLUTION 2 - RE-ELECTION OF MS MAREE ARNASON

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

"That Ms Maree Arnason, who retires in accordance with clause 11.7(a) of the Company's Constitution and being eligible, is re-elected as a Director."

RESOLUTION 3 - ELECTION OF MR YUZI (ALBERT) ZHOU

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

"That Mr Yuzi Zhou, who was appointed a Director on 8 March 2018, retires as a director in accordance with clause 11.3(a) of the Company's Constitution and being eligible, is elected as a Director."

B. SPECIAL BUSINESS

RESOLUTION 4 - RE-APPROVAL OF EMPLOYEE INCENTIVE PLAN

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

"That, for the purposes of ASX Listing Rule 7.2 (Exception 9(b)), sections 200B and 200E of the Corporations Act and for all other purposes, the Company re-approves the Company's Employee Incentive Plan (Incentive Plan), as last approved by Shareholders on 24 November 2015, including the issue of securities under the Incentive Plan, a summary of which is included in the Explanatory Statement accompanying this Notice of Meeting."

Voting Prohibitions

A vote on Resolution 4 must not be cast by a person appointed as a proxy if:

• (a) the proxy is either:

  • (i) a member of the Key Management Personnel; or

  • (ii) a Closely Related Party of a member of the Key Management Personnel; and

• (b) the appointment does not specify the way the proxy is to vote on Resolution 4.

However, the above prohibition does not apply if:

• (a) the proxy is the Chairman of the AGM; and

• (b) the appointment expressly authorises the Chairman to exercise the proxy even though Resolution 4 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a Director (except a Director who is ineligible to participate in any employee incentive scheme of the Company) or any associate of such a Director.

However, the Company will not disregard a vote if:

• (a) it is cast by a person who is a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the Chairman of the AGM 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.

C. MAJORITY REQUIRED FOR RESOLUTIONS TO BE PASSED

Resolution 1 is advisory only and a majority vote does not bind the Directors of the Company.

Resolutions 2, 3 and 4 are ordinary resolutions and will be passed if at least 50% of the votes on the particular resolution (either in person, proxy, attorney or by corporate representative) are in favour of that resolution.

D. PROXIES

Each Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy. The proxy does not need to be a Shareholder. A Shareholder that is entitled to cast two or more votes may appoint not more than two proxies to attend and vote on their behalf. The person or persons so appointed need not necessarily be Shareholders. Where two proxies are appointed, each proxy should be appointed to represent a specified portion or number of the Shareholder's voting rights (failing which each appointee will be entitled to cast half the Shareholder's votes).

A Proxy Form together with instructions on how to complete the Proxy Form is attached.

To vote by proxy electronically:

(a) Online: Atwww.investorvote.com.au

(b)By mobile:

Scan the QR Code on your proxy form and follow the promptsTo vote by proxy using the form enclosed, please complete and sign the form and return it by:

• (c) Mail to:

  Computershare Investor Services Pty Limited GPO Box 242 Melbourne

  Victoria 3001 Australia; or

• (d) Facsimile to:

  Within Australia 1800 783 447 Outside Australia [phone]

• (e) Custodian voting:

  For Intermediary Online subscribers only (custodians) please visitwww.intermediaryonline.comto submit your voting intentions