ABN 76 093 396 859 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS THURSDAY, 22 NOVEMBER 2012 COMMENCING AT 2.00 PM (WST) AT PARK BUSINESS CENTRE 45 VENTNOR AVENUE WEST PERTH WESTERN AUSTRALIA BARRA RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING


Notice is hereby given that the Annual General Meeting of Barra Resources Limited ("Barra" or "the Company") will be held at Park Business Centre, 45 Ventnor Avenue, West Perth, Western Australia on Thursday, 22 November 2012 at
2.00 pm WST.

AGENDA

FINANCIAL REPORT

To table the Annual Financial Report of the Company for the year ended 30 June 2012 and the related Director's Report, Director's Declaration and Audit Report thereon.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory

Memorandum."

Voting prohibition

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by, or on behalf of, a member of the Company's Key Management Personnel whose remuneration details are included in the remuneration report, or a Closely Related Party of such member. However, a vote may be cast by such person if:
(a) the person 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 this Resolution as described above; or
(b) the person 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 Company's Key Management Personnel.

RESOLUTION 2 - RE-ELECTION OF MR GARY BERRELL AS A DIRECTOR

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

"That Mr Gary Berrell, having retired in accordance with clause 9.3 of the Constitution of the Company and being eligible for re-election, be and is hereby re-elected as a director."

SNAPSHOT DATE BARRA RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING

The Directors have determined that for the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to attend and vote at the meeting are those persons who are Shareholders at 5.00pm (WST), 20
November 2012.

BODIES CORPORATE

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

PROXIES

Please note that:
(a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
In accordance with Section 250BA of the Corporations Act 2001 the Company specifies the following for the purposes of receipt of proxy appointments:
Security Transfer Registrars Pty Ltd
770 Canning Highway
APPLECROSS WA 6153

Facsimile Number: (08) 9315 2233

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

VOTING PROHIBITION BY PROXY HOLDERS

In accordance with section 250R of the Corporations Act 2001, a vote on Resolution 1 must not be cast (in any capacity)
by, or on behalf of:
(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration
Report; or
(b) a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution 1 if:
(a) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

(b) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above. By order of the Board

Grant J Mooney

Company Secretary
8 October 2012

BARRA RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Barra Resources Limited (the "Company").
This Explanatory Memorandum 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 prior to voting. Details of the definitions and abbreviations are set out in the Glossary to this Explanatory Memorandum.

FINANCIAL REPORTS

The first item of the Notice deals with the presentation of the annual financial report of the Company for the financial year ended 30 June 2012 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.
No resolution is required to be moved in respect of this item. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.
The Chairman will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:
• the conduct of the audit;
• the preparation and content of the independent audit report;
• the accounting policies adopted by the Company in relation to the preparation of accounts; and
• the independence of the auditor in relation to the conduct of the audit.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.
Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.
However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Director and Executive Remuneration Act) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2012.
The Director and Executive Remuneration Act introduced new sections 250U and 250Y, amongst others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule).
Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re- election.
In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that it may result in the re-election of the Board.
The Chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

The Chairman of the Meeting intends to vote all available Proxies in favour of Resolution 1. RESOLUTION 2 - RE-ELECTION OF DIRECTOR

Listing Rule 14.4 and Clause 9.3 of the Constitution requires that at an Annual General Meeting one-third of Directors for the time being shall retire from office. A retiring Director is eligible for re-election.
In accordance with the Constitution, Mr Gary Berrell retires by way of rotation as a Director and being eligible, offers himself for re-election as a Director.
All Directors, with the exception of the Director being offered for re-election, recommend Shareholders vote in favour of
Resolution 2.

GLOSSARY BARRA RESOURCES LIMITED NOTICE OF ANNUAL GENERAL MEETING Annual Report means the Directors' Report, the Annual Financial Report and Auditor's Report thereon, in respect to the financial year ended 30 June 2012. Annual Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the

Company and its controlled entities.

ASIC means Australian Securities and Investments Commission. ASX means ASX Limited (ABN 98 008 624 691) and where the context permits, the Australian Securities Exchange operated by ASX Limited. ASX Listing Rules means the listing rules of the ASX. Audit Report means the auditor's report on the Financial Report. Board means Board of Directors of the Company. Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas

Day, Boxing Day, and any other day that the ASX declares is not a business day.

Chair or Chairman means the person appointed to chair the general meeting of the Company convened by the Notice. Closely Related Party means:

(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.

Company or Barra means Barra Resources Limited (ABN 76 093 396 859). Corporations Act means Corporations Act 2001 (Cth). Directors means directors of the Company. Directors Report means the annual directors report prepared under Chapter 2M of the Corporations Act for the

Company and its controlled entities

Explanatory Memorandum means this explanatory memorandum attached to the Notice. Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Listing Rules means the Listing Rules of ASX. Notice means this notice of meeting. Remuneration Report means the remuneration report of the Company contained in the Directors' Report. Resolution means a resolution contained in the notice. Share means an ordinary fully paid share in the capital of the Company. Shareholder or Member means a registered member of the Company.
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