Hampton Hill Mining NL : Notice of 2016 AGM

pm.

AGENDA

The following items of business will be considered:

Item 1 Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report of the Company and the Directors' Report and Auditor's Report for the financial year ended 30 June 2016.

Item 2 Resolution 1: Remuneration Report

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

That the Remuneration Report for the year ended 30 June 2016, as set out in the 2016 Annual Report, be adopted.

Item 3 Resolution 2: Re-election of Mr Wilson Forte as a director

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

That Mr Wilson Forte, who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director.

Item 4 Resolution 3: Appointment of auditor

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

That, for the purposes of section 327B(1)(b) of the Corporations Act 2001 (Cth) and for all other purposes, HLB Mann Judd, having consented in writing to act as auditor of the Company, is hereby appointed auditor of the Company.

An Explanatory Statement setting out further information in respect of the agenda items accompanies this notice.

ENTITLEMENT TO VOTE

For the purposes of voting at this Annual General Meeting, a Shareholder's voting entitlement will be taken to be the entitlement of the person to ordinary shares as shown on the register of members at 4.30 pm Perth time on 15 November 2016.

In accordance with the Corporations Act 2001 (Cth) (Corporations Act) and the ASX Listing Rules, the Company will disregard any votes cast on certain resolutions by certain persons who are prohibited from voting on those resolutions. Details of any voting exclusions applicable to a specific resolution are set out in the accompanying Explanatory Statement.

PROXIES

A Proxy Form is enclosed herewith and forms part of this Notice. A Shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two other persons, whether Shareholders or not, to attend the meeting and to vote instead of him/her. Instructions for completing and lodging a Proxy Form accompany the Proxy Form. Proxy Forms must be received by the Company, in accordance with the instructions, no later than 48 hours before the meeting.

By order of the Board

P C RUTTLEDGE

Company Secretary 6 October 2016

Registered Office:

Level 2, 9 Havelock Street West Perth, WA 6005 Mailing Address:

PO Box 689, West Perth WA 6872

Telephone: 61 8 9481 8444

Facsimile: 61 8 9481 8445 Email: info@hamptonhill.com.au Web: www.hamptonhill.com.au

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held on Thursday 17 November 2016 (the Meeting). It should be read in conjunction with the Notice of Annual General Meeting (the Notice).

For those Shareholders who have elected not to receive a hard copy of the Annual Report, it can be accessed on the Company's website at www.hamptonhill.com.au

The following matters should be noted in respect of the agenda items in the Notice:

Item 1 Financial Report, Directors' Report and Auditor's Report

The Financial Report, Directors' Report and Auditor's Report for the year ended 30 June 2016, as set out in the 2016 Annual Report, are presented for consideration at the Meeting.

Shareholders will be given a reasonable opportunity to ask questions about, or make comments on, these reports and on the management of the Company. Shareholders will also be given a reasonable opportunity to ask questions of the Company's auditor with respect to the conduct of the audit, the preparation and content of the auditor's report, the independence of the auditor in relation to the conduct of the audit and the accounting policies adopted by the Company in preparation of the financial statements.

Item 2 Resolution 1: Remuneration Report

The Directors' Report for the year ended 30 June 2016 contains the Remuneration Report, which sets out the Company's policy for the remuneration of the directors and certain of its executives.

The Corporations Act requires that a resolution be put to Shareholders that the Remuneration Report be adopted, but expressly provides that the vote is advisory only and does not bind the directors or the Company.

The Act further provides shareholders with the opportunity to remove the directors from office if 25% or more of the votes are cast against adoption of the Remuneration Report at two consecutive annual general meetings (Two Strikes Rule).

Under the Two Strikes Rule, where 25% or more of the votes are cast against adoption of the Remuneration Report at two consecutive annual general meetings, the Company is required to put an ordinary resolution (Spill Resolution) to the second such meeting as to whether another general meeting should be held within 90 days at which all directors, other than the Managing Director, who were in office at the date of the vote on adoption of the applicable Remuneration Report must stand for re-election.

Since the Remuneration Report put to the previous annual general meeting of the Company was adopted by a majority of more than 75% of votes, there will be no requirement to put a Spill Resolution to this Annual General Meeting.

Shareholders will be given reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Item 3 Resolution 2: Re-election of Mr Wilson Forte as a director

Pursuant to Clause 15.2 of the Company's Constitution Mr Wilson Forte will retire by rotation at the Annual General Meeting and, being eligible, offers himself for re-election.

Mr Forte has been a director of the Company since its formation.

Details of the qualifications and experience of Mr Forte are set out in the 2016 Annual Report for the Company. The directors, other than Mr Forte, recommend the re-election of Mr Forte.

Item 4 Resolution 3: Appointment of auditor

In May this year BDO Audit (WA) Pty Ltd resigned as the Company's auditor in accordance with Section 329(5) of the Corporations Act.

Section 327C(1) of the Corporations Act provides that if:

a vacancy occurs in the office of auditor of a public company; and

the vacancy is not caused by the removal of an auditor from office; and

there is no surviving or continuing auditor of the company;

the directors of the company must, within 1 month after the vacancy occurs, appoint an auditor to fill the vacancy unless the company at a general meeting has appointed an auditor to fill the vacancy.

Section 327C(2) of the Corporations Act further provides that any such auditor appointed to fill the vacancy holds office until the Company's next annual general meeting. This is consistent with Section 327B(1) of the Corporations Act, which provides that a public company must appoint an auditor at its first annual general meeting and to fill any vacancy in the office of auditor at each subsequent annual general meeting.

Pursuant to Section 327C(1) of the Corporations Act, the directors of the Company appointed HLB Mann Judd in May 2016 to fill the vacancy in the office of auditor until the next annual general meeting.

This Resolution requires shareholders to resolve to appoint HLB Mann Judd as the Company's auditor in terms of Section 327B(1)(b) of the Corporations Act. In this connection, the Company has received:

a letter from a shareholder, nominating, in terms of Section 328B of the Corporations Act, HLB Mann Judd for appointment as the Company's auditor, a copy of which is annexed as Annexure A to this Explanatory Statement; and

a consent, in terms of Section 328A of the Corporations Act, to act as auditor of the Company, duly executed by HLB Mann Judd and Mr Brad McVeigh, a registered company auditor.