Orocobre Limited‌

ACN 112 589 910

Notice of Annual General Meeting

and Explanatory Statement

Annual General Meeting to be held at the offices of PwC Brisbane, Level 23, 480 Queen Street, Brisbane, Queensland on Friday 24 November 2017 commencing at 9.00 a.m. (AEST).

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Orocobre Limited ABN 31 112 589 910 Address: Level 1, 349 Coronation Drive, Brisbane QLD 4064.

Phone: +61 7 3871 3985 Fax: +61 7 3720 8988 Email: mail@orocobre.com Website: orocobre.com.au

Notice is given that the 2017 Annual General Meeting of Shareholders of Orocobre Limited (Company) will be held at the offices of PwC Brisbane, Level 23, 480 Queen Street, Brisbane, Queensland on Friday 24 November 2017 commencing at 9.00 a.m. (AEST).

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

Business

Financial and Other Reports

To receive and consider the Financial Report of the Company and the reports of the Directors and the Auditor for the year ended 30 June 2017.

Advisory only ordinary resolution
  1. Directors' Remuneration Report

    That the Directors' Remuneration Report for the year ended 30 June 2017 be adopted. A voting exclusion statement is set out below.

    Ordinary resolutions
  2. Re-election of John W. Gibson as a Director

    That Mr John Gibson who retires by rotation in accordance with the provisions of the Constitution and in accordance with ASX Listing Rule 14.4 be re-elected as a Director of the Company.

  3. Re-election of Courtney Pratt as a Director

    That Mr Courtney Pratt who retires by rotation in accordance with the provisions of the Constitution and in accordance with ASX Listing Rule 14.4 be re-elected as a Director of the Company.

  4. The Grant of Performance Rights to the Managing Director and CEO, Mr Richard Seville

    That for the purposes of ASX Listing Rule 10.14, approval be given to the grant of 197,769 Performance Rights to the Managing Director, Mr Richard Seville, under the Performance Rights and Option Plan in accordance with the terms described in the Explanatory Statement.

    A voting exclusion statement is set out below.

  5. Approval for the giving of retirement benefits to Managing Director and CEO, Mr Richard Seville

    That for the purposes of section 200E of the Corporations Act, approval is given in specified circumstances for benefits being given to Mr Seville in the event of cessation of his employment pursuant to the provisions of the Performance Rights and Option Plan as set out in the Explanatory Statement.

    A voting exclusion statement is set out below.

  6. Proposed Increase in Non-Executive Directors' Remuneration

That, in accordance with clause 94 of the Company's constitution, and for the purposes of Listing Rule 10.17, the maximum aggregate remuneration payable by the Company to the Directors (as a whole) for their Non-executive services be increased by $250,000 from $600,000 per annum to $850,000 per annum, divided among the Directors in such proportion and manner as the Directors agree or, in default of that agreement, equally.

Voting Prohibition and Exclusion Statement

Resolution 1 - Directors' Remuneration Report

In accordance with the Corporations Act the Company will disregard any votes cast in relation to this Resolution by or on behalf of the Key Management Personnel (KMP) in any capacity whose remuneration is included in the Remuneration Report (Excluded Persons) and Closely Related Parties of an Excluded Person. However, an Excluded Person or a Closely Related Party of an Excluded Person may cast a vote on the Resolution if that person does so as a proxy appointed in

writing that specifies how the proxy is to vote on the Resolution and the vote is not cast on behalf of an Excluded Person.

Resolutions 4 and 5 - Performance Rights and Retirement benefits for Richard Seville

In accordance with the ASX Listing Rules and the Corporations Act the Company will disregard any votes cast in relation to these Resolutions by Mr Seville or any associate of Mr Seville. However, the Company may not disregard a vote cast on the Resolution 4 and 5 if it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form or if it is cast by the person chairing the Meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6

The Company will disregard any votes cast on resolution 6 by a Director and an associate of a Director. However, the Company will not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by 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.

Further, a vote must not be cast on Resolution 6 (and will be taken not to have been cast if cast contrary to this restriction) by a member of the Key Management Personnel and any Closely Related Party of such a member acting as a proxy, if their appointment does not specify the way the proxy is to vote on Resolution 6. However, a member of the Key Management Personnel or any Closely Related Party of such a member may vote when acting as proxy if that person is the Chair of the Meeting and the appointment expressly authorises the Chair of the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

IMPORTANT NOTE: Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the resolutions the subject of this Meeting (even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company), subject to compliance with the Corporations Act.

If you do not wish to appoint the Chair to vote on any Resolutions in the manner indicated above, the Company encourages you to complete the voting directions in the Proxy Form.

By Order of the Board

Rick Anthon

Joint Company Secretary

Explanatory

Statement

This Explanatory Memorandum has been prepared for the information of Shareholders of Orocobre Limited in connection with the business to be conducted at an Annual General Meeting of Shareholders to be held at the offices of PwC Brisbane, Level 23, 480 Queen Street, Brisbane, Queensland on

Friday 24 November 2017 commencing at 9.00 a.m. (AEST)

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

Proxies

If you are unable to attend and vote at the meeting and wish to appoint a person who will be attending as your proxy, please complete the enclosed proxy form. This form must be received by the Company at least 48 hours before the scheduled commencement time for the meeting.

A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend and vote for the member at the meeting.

If the shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the votes. A single proxy exercises all voting rights.

The Chairman intends to vote undirected proxies in favour of Resolutions 1, 2, 3, 4, 5 and 6.

Proxies will only be valid and accepted by the Company and/or the share registry if they are signed and forwarded to the Company at the address or facsimile number quoted below so as to be received not later than 48 hours before

the meeting.

The completed Proxy Form may be mailed/delivered to the Company's share registry, Computershare Investor Services Pty Limited

by mail: GPO Box 242, Melbourne, Victoria 3001

by facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

online via: www.investorvote.com.au and logging in using the control found on the front of your accompanying proxy form.

The Company has determined in accordance with regulations pursuant to section 1074E of the Corporations Act 2001 that for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company's register as at 7pm (AEDT) on 22 November 2017.

Financial and other Reports

The Financial Report of the Company for the year ended 30 June 2017, comprising the Financial Statements, Notes and Directors' Declaration, Directors' Report and Auditor's Report, will be laid before the Annual General Meeting. Time will be allowed during the meeting for consideration and questions by the Shareholders of the Financial Report and associated Directors' and Auditors' Reports.

Resolution 1: Adoption of the Remuneration Report for the year ended 30 June 2017

The Corporations Act requires all listed companies to present their remuneration report for each financial year for adoption by Shareholders at the Company's Annual General Meeting. The report can be found as a separately identified "Remuneration Report" within the Directors' Report section of the Company's 2017 Annual Report.

Time will be allowed during the Annual General Meeting for consideration and questions by Shareholders of the

Orocobre Limited published this content on 20 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 October 2017 07:36:16 UTC.

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