Nuenergy Gas : Notice of Annual General Meeting / Proxy Form

NuEnergy Gas Limited

ABN 50 009 126 238

Notice of Annual General Meeting

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

The Annual General Meeting of the Company will be held at the KPMG offices, Level 38, Tower Three, International Towers, 300 Barangaroo Avenue, Sydney, NSW 2000 at 2:00 pm (Sydney Time) on Wednesday, 16 November 2016.

NuEnergy Gas Limited

ABN 50 009 126 238

NOTICE OF 2016 ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of NuEnergy Gas Limited for 2016 will be held at the KPMG offices, Level 38, Tower Three, International Towers, 300 Barangaroo Avenue, Sydney NSW 2000 at 2:00 pm (Sydney Time) on Wednesday, 16 November 2016. The Explanatory Statement to this Notice of Meeting 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.

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 7:00 pm (Sydney Time) on 14 November 2016.

The terms and abbreviations used in this Notice and Explanatory Statement are defined in the attached Glossary.

AGENDA BUSINESS Consideration of Financial Reports of the Directors and Auditors

To receive and consider the Financial Report together with the Directors' Report and the Auditor's Report for the Company and its controlled entities for the year ended 30 June 2016.

Shareholders will be given reasonable opportunity to ask questions about or make comments on the management of the Company.

Resolution 1 - Adoption of Remuneration Report

To consider, and if thought fit, to pass the following Resolution as a non‐binding resolution:

"To adopt the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 30 June 2016."

Resolution 2 - Retirement by Rotation and Re‐Election of Director - Mr Goh Tian Chuan

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

"Pursuant to Article 6.3(c) and Article 6.3(f) of the Company's Constitution and Listing Rule

14.4 and for all other purposes, Mr Goh Tian Chuan is re‐elected as a Director of the Company."

Resolution 3 ‐ Retirement by Rotation and Re‐Election of Director- Mr Kong Kok Keong

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

"Pursuant to Article 6.3(c) and Article 6.3(f) of the Company's Constitution and Listing Rule

1. and for all other purposes, Mr Kong Kok Keong is re‐elected as a Director of the Company."

   Resolution 4 ‐ Approval of Issue of Equity Securities for the Purpose of ASX Listing Rule 7.1A

   To consider, and if thought fit, to pass the following Resolution as a special resolution:

   "That for the purposes of Listing Rule 7.1A and for all other purposes, the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the prescribed formula in Listing Rule 7.1A.2, be approved on the terms set out in the Explanatory Statement."

   Voting Exclusion Statement

   The following voting exclusion statement applies to the Resolutions under the Listing Rules or, where applicable, the provisions of the Corporations Act, to the following persons ("Excluded Persons"). The Company will disregard any votes on the following Resolutions cast by the following Excluded Persons and Associates of those persons:

   Resolution No.	Title	Excluded Persons
   1	Adoption of Remuneration Report	A member of the KMP, or a Closely Related Party of the KMP, whose remuneration details are included in the remuneration report for the year ended 30 June 2016.
   4	Approval of issue of Equity Securities for the purpose of ASX Listing Rule 7.1A	A person (and any Associates of such person) who may participate in the 10% Placement Capacity and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed.

   However, the Company need not disregard a vote in relation to Resolutions 1 and 4 if it is cast by:

2. a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

3. the person chairing the meeting 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.

4. A vote may be cast on Resolution 1 by a KMP or a Closely Related Party of a KMP if:

5. the KMP is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on these Resolutions as described above; or

6. the KMP is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.

Voting by Proxy

The Corporations Act now places certain restrictions on the ability of KMP and their Closely Related Parties to vote on resolutions connected directly or indirectly with the remuneration of the Company's KMP.

For those reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and consider appointing someone other than one of the Company's KMP as such proxies may not be able to vote undirected proxies.

If you appoint the Chairman as your proxy by marking the box in STEP 1 on the Proxy Form then you are providing express authorisation for the Chairman to vote on all Resolutions in accordance with his intentions as set out in this Notice and the Proxy From (except where you have indicated a different voting intention by marking the voting boxes in STEP 2 on the Proxy Form).

This express authorisation acknowledges that the Chairman may exercise your proxy in relation to Resolution 1 even though it is connected with remuneration of a member of KMP is a Resolution in respect of which the Chairman of the meeting has an interest.

Votes cast by the Chairman on Resolution 1 other than authorised proxy holder will be disregarded because of his interest in the outcome of the Resolution.

The Chairman intends to vote available proxies in favour of all Resolutions. Dated this 11th day of October 2016.

By Order of the Board

Kok Keong, Kong

Non‐Executive Chairman and Director

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at the KPMG offices, Level 38, Tower Three, International Towers, 300 Barangaroo Avenue, Sydney, NSW 2000 at 2:00 pm (Sydney Time) on Wednesday, 16 November 2016.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Financial Statements and Reports

The Corporations Act requires the Company to place its Financial Report, Directors' Report and Auditor's Report for the last financial year before the Annual General Meeting. No resolution is required for this Item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the reports and the management and performance of the Company.

The Company's Auditor will also be present at the meeting and Shareholders will be given the opportunity to ask the Auditor questions about the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company and the independence of the Auditor.

The Company's 2016 Annual Report has previously been sent to Shareholders and is available on the Company's website at www.nuenergygas.com.

1. Resolution 1 - Adoption of Remuneration Report

   In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

   The Remuneration Report is the section of the Directors' Report under the heading "Remuneration Report" of the Company's 2016 Annual Report. The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:

2. board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of Directors, secretaries and senior managers of the Company;

3. discussion of the relationship between such policy and the Company's performance; and

4. the prescribed details in relation to the remuneration of each Director and certain executives.

5. The vote on the Resolution for adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company. However, under the Corporations Act, if at least 25% of the votes cast on the Resolution at the Annual General Meeting are against adoption of the Remuneration Report, then:

6. if comments are made on the Remuneration Report at the Annual General Meeting, the Company's remuneration report for the financial year ending 30 June 2017 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and

7. if, at the Company's 2017 Annual General Meeting, at least 25% of the votes cast on the Resolution for adoption of the Remuneration Report for the 2017 financial year are against its adoption, the Company will be required to put to Shareholders a Resolution proposing that a general meeting ("Spill Meeting") be called to consider the election of Directors of the Company ("Spill Resolution").

The Spill Meeting must be held within 90 days of the date of the 2017 Annual General Meeting. For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than the Managing Director and any Director taking office since the Directors resolved to put the Directors' Report to that AGM) will cease to hold office immediately before the end of the Spill Meeting unless re‐elected at that meeting.

The Remuneration Report forms part of the Directors' Report which has unanimously been adopted by resolution of the Board. The Directors have resolved in favour of the remuneration report and commend it to Shareholders for adoption.