MEO - NOM 2012 - draft - Freehills comments MEO AUSTRALIA LIMITED

ABN 43 066 447 952

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Twentieth Annual General Meeting of members of MEO Australia Limited (the Company) will be held in the Meeting Room of The Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne on Thursday 30th October 2014 at 10.30am.

ORDINARY BUSINESS

1. Financial Report

To receive and consider the Financial Report and the reports of the Directors and the Auditor for the year ended

30th June 2014.

2. Adoption of Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution: "That the Remuneration Report for the year ended 30th June 2014 be adopted."

The Remuneration Report is set out on pages 18-27 of the 2014 Annual Report.

Note: that the vote on this resolution is advisory only and does not bind the Directors of the Company.

3. Re-election of Director

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

"That Mr Gregory Allen Short, who retires by rotation in accordance with rule 8.1(d) of the Company's constitution, being eligible, be re-elected as a Director of the Company."

SPECIAL BUSINESS

4. Approval of additional 10% placement capacity

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

"That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum to this Notice of Meeting."

Voting Exclusion Statements

For all resolutions that are directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of the Company (being the resolution in respect of Item 2), the Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting in some circumstances. 'Closely related party' is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

In addition, a voting restriction applies in respect of Item 4 under the ASX Listing Rules.

'Associate' is defined in the ASX Listing Rules and includes a related party of a director or officer of the Company or any of its child entities, unless the contrary is established.

If you intend to appoint a person specified below member of KMP as your proxy, please ensure you direct the proxy how to vote

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Item 2 - Adoption of Remuneration Report

The Company will disregard any votes cast (in any capacity) on Item 2 by or on behalf of:

a member of KMP named in the Company's Remuneration Report; or

a closely related party of that KMP,

as well as any votes cast as proxy on this item by members of the KMP at the date of the meeting and their closely related parties, unless the vote is cast by a person as proxy for a person entitled to vote on Item 2:

in accordance with a direction on the proxy form; or

by the Chairman of the Meeting in accordance with an express authorisation on the proxy form to vote as the proxy decides.

Item 4 - Approval of additional 10% placement capacity

The Company will disregard any votes cast on Item 4 by:

any person who may participate in the issue of Equity Securities under this resolution; and

any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

associates of those persons,

unless the vote is case by a person as proxy for a person entitled to vote on Item 4:

in accordance with a direction on the proxy form; or

by the Chairman of the Meeting in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board of MEO Australia Limited

Colin H. Naylor

Company Secretary

25 September 2014

2014 Annual Report

Members who elected not to receive a printed copy of the 2014 Annual Report can access the Annual Report at

MEO's website address:

http://www.meoaustralia.com.au/page/Investor_Relations/Annual_Report/

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Voting information

(a) All items will be determined on a show of hands, unless a poll is duly called on an item.

(b) On a poll, members have one vote for every fully paid ordinary share held. On a show of hands, every person present and qualified to vote has one vote and if one proxy has been appointed, that proxy will have one vote on a show of hands. If a shareholder appoints more than one proxy, and more than one proxy attends the meeting, neither proxy may vote on a show of hands, but both proxies will be entitled to vote on a poll in respect of those shares or voting rights the proxy represents.

(c) A member entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If two proxies are appointed and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the member's votes.

(d) If you are unable to attend the meeting, you are encouraged to appoint a proxy to attend and vote on your behalf.

(e) A proxy form accompanies this Notice. To be effective, the proxy form (and if the appointment is signed by the appointor's attorney, the original authority under which the appointment was signed or a certified copy of the authority) must be received by the registered office of the Company or by the Company's share registry at least 48 hours before the time appointed for the meeting. Any proxy lodged after that time will be treated as invalid.

(f) You can direct your proxy how to vote by following the instructions on the proxy form. Shareholders are encouraged to direct their proxy how to vote on each item of business.

(g) You may appoint the Chairman of the Meeting as your proxy. In addition, the Chairman of the Meeting is deemed appointed where a signed proxy form is returned which does not contain the name of the proxy or where the person appointed on the form is absent from the meeting. If a member directs the Chairman how to vote on an item of business, the Chairman must vote in accordance with the direction. For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote all available proxies in favour of each resolution.

(h) Generally, members of the KMP (including the Chairman of the Meeting) and their closely related parties are not permitted to vote your proxy on Item 2 unless you have directed them how to vote. If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure you direct them how to vote on Item 2. If you intend to appoint the Chairman of the Meeting as your proxy, you can direct him how to vote by marking the box on Item 2 (for example, if you wish to vote for, against or abstain from voting). However, if the Chairman of Meeting is your proxy and you do not mark the box opposite Item 2, by signing and returning the proxy form, you are giving the Chairman of the Meeting your express authority to vote your proxy as the Chairman decides.

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

(i) A proxy duly appointed need not be a member and may be an individual or body corporate. In the case of joint holders, either holder may sign.

(j) If a member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

(i) appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; or

(ii) provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

If such evidence in not received prior to the commencement of the meeting, then the body corporate proxy

(through its representative) will not be permitted to act as the member's proxy.

(k) Proxy and corporate appointment of representative forms may be returned to the Company in any of the following ways:

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(i) by delivery (by hand, mail, or facsimile) to the Company Secretary, MEO Australia Limited at its registered office:

Level 23

500 Collins Street

Melbourne Vic 3000

Facsimile: +61 3 9614 0660

(ii) by delivery (by hand, mail, or facsimile) to the MEO Australia Limited share registry: Link Market Services Limited

Level 12

680 George Street

Sydney NSW 2000

Facsimile: +612 9287 0309

(l) Corporate members should comply with the execution requirements set out on the proxy form or otherwise comply with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

(i) 2 directors of the company; or

(ii) a director and a company secretary of the company; or

(iii) for a proprietary company that has a sole director who is also the sole company secretary - that director.

(m) Completion of a proxy form will not prevent individual members from attending the meetings in person if they wish. Where a Member completes and lodges a valid proxy form and then the Member attends the meeting in person, if the member votes on a resolution, their proxy is not entitled to vote, and must not vote, on that resolution.

Under the Corporations Regulations 2001 (Cth), the Directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the Annual General Meeting will be as it appears in the share register at 7pm on Tuesday 28th October 2014. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Explanatory Memorandum

Shareholder approval of resolutions is required for the purposes of the ASX Listing Rules and the Corporations Act. This Explanatory Memorandum has been prepared to provide you with material information to enable you to make an informed decision in relation to the business to be conducted at the Annual General Meeting of the Company.

ORDINARY BUSINESS Item 1. Financial Report

The Corporations Act 2001 requires:
1. the reports of the Directors and the Auditor; and
2. the annual Financial Report, including the financial statements of the Company for the fiscal year ended
30th June 2014,
to be laid before the Annual General Meeting. Neither the Corporations Act nor the Company's constitution require a vote of members on the reports or statements. However, members will be given a reasonable opportunity as a whole to ask questions about or make comments on the reports and in relation to the
management of the Company.

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Also, a reasonable opportunity will be given to members as a whole at the meeting to ask the Company's Auditor questions relevant to the conduct of the audit, the preparation and content of the Auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the Auditor in relation to the conduct of the audit.

Item 2. Remuneration Report

The Annual Report for the fiscal year ended 30 June 2014 contains a Remuneration Report, which forms part of the Directors' Report and sets out details of the remuneration for each director and for each of the other key management personnel of the Company. The Remuneration Report also sets out Board policy in respect of remuneration and its relationship to the Company's performance.
A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.
The Corporations Act requires listed companies to put an annual non-binding resolution to members to adopt the Remuneration Report. The vote on this resolution is advisory only, and is not binding on the Company or the Board. However, the Board will have regard to the outcome of the vote and any discussion when setting the remuneration policies in future years.
A voting exclusion statement applies to this resolution as set out in the Notice of Meeting.

The Board recommends that members vote in favour of adopting the Remuneration Report.

The Chairman of the Meeting intends to vote all available proxies in favour of this item of business.

Item 3. Re-election of Gregory Allen Short as a Director

Mr Greg Short retires at this Annual General Meeting in accordance with rule 8.1(d) of the Company's constitution, and, being eligible, offers himself for re-election.
Further information in relation to Mr Short is as follows:

Gregory A Short B.Sc (Geology) (Hons)

Chairman (Appointed Independent Non-Executive Director 14 July 2008, appointed Chairman 31st October
2013)
After a long international career in exploration, development and production management with ExxonMobil, Mr. Short has now focused his broad experience on leadership of lowcap Oil & Gas companies. He brings valuable experience, from taking several start-up ventures from exploration through to development and production start- up, to MEO Australia Limited. Mr Short became Chairman of MEO last year after 5 years as a Non-Executive Director. Mr. Short is also a Non-Executive Director of Pryme Energy Limited (ASX: PYM), Po Valley Energy Limited (ASX: PVE) and Metgasco Limited (ASX: MEL).
Mr. Short is Chairman of the Remuneration & Nomination Committee and a member of the Audit & Risk
Committee.

The Board (other than Mr Short) recommends that members vote in favour of Item 3 to re-elect Mr Short. The Chairman of the Meeting intends to vote all available proxies in favour of this item of business.

SPECIAL BUSINESS Item 4. Approval of additional 10% placement capacity

General

ASX Listing Rule 7.1A provides that an Eligible Entity (see below) may seek Shareholder approval to allow it to issue Equity Securities (see below) up to 10% of its issued capital over a period up to 12 months after the annual general meeting (10% Placement Capacity).
The Company is an Eligible Entity.

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Equity Securities include a share, a right to a share or option, an option, a convertible security and any security that ASX decides to classify as an equity security.
If Shareholders approve this resolution, the number of Equity Securities the Eligible Entity may issue under the
10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule
7.1A.2 (as set out below).
The effect of this resolution will be to allow the Directors to issue Equity Securities of up to 10% of the Company's fully paid ordinary securities on issue during the period up to 12 months after the meeting, without subsequent shareholder approval and without using the Company's 15% annual placement capacity under ASX Listing Rule 7.1.
Item 4 is a special resolution. Accordingly, at least 75% of votes cast by shareholders present and eligible to vote at the meeting must be in favour of Item 4 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity's 15% annual placement capacity.
An Eligible Entity is one that, as at the date of the relevant annual general meeting:

is not included in the A&P/ASX 300 Index; and

has a market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000 or less.

The Company is an Eligible Entity as it is not included in the A&P/ASX 300 Index and has a current market capitalisation (at 3.6 cents) of $27 million.
The Equity Securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of quoted Equity Securities on issue, being fully paid ordinary shares (Shares).
The number of Shares that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:
(A x D) - E

Where:

A is the number of fully paid ordinary securities on issue 12 months before the date of issue or agreement:

plus the number of fully paid ordinary securities issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

plus the number of partly paid ordinary securities that became fully paid in the previous

12 months;

plus the number of fully paid ordinary securities issued in the previous 12 months with approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4 ;

less the number of fully paid ordinary securities cancelled in the previous 12 months. D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Item
4:

Minimum Price

The minimum price at which the Shares may be issued under the 10% Placement Capacity is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

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(a) the date on which the price at which the Shares are to be issued is agreed; or
(b) if the Shares are not issued within 5 ASX trading days of the date in paragraph (a), the date on which the
Equity Securities are issued.

Date of Issue

The Shares may be issued under the 10% Placement Capacity commencing on the date of the meeting and expiring on the first to occur of the following:

12 months after the date of the meeting; and

the date of approval by shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking),

or such longer period if allowed by ASX (10% Placement Capacity Period).

Risk of voting dilution

Any issue of Shares under the 10% Placement Capacity will dilute the interests of shareholders who do not receive Shares under the issue.
If this resolution is approved by shareholders and the Company issues the maximum number of Shares available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A (2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice of Meeting.
The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.
As required by Listing Rule 7.3A.2, the table below shows the potential dilution of existing Shareholders on the basis of three different assumed issue prices and values for the variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 (as set out above). The following assumptions are made in the table:
o the issue price is the closing price of the Company's Shares on 18 September 2014;
o the number of Shares on issue is at 18 September 2014. This could increase as a result of the issue of
Shares either with or without shareholder approval; and

o the Company issues the maximum number of Shares as are permitted under Resolution 4.

Variable "A" in

Listing Rule 7.1A.2

(Number of Shares on issue)

50% decrease in issue price

$0.018

Issue price

$0.036

100% increase in issue price

$0.072

Variable "A" in

Listing Rule 7.1A.2

(Number of Shares on issue)

10% Voting

Dilution

Capital

Raised

10% Voting

Dilution

Capital

Raised

10% Voting

Dilution

Capital

Raised

750,488,387 (Current)

75,048,839

1,350,879

75,048,839

2,701,758

75,048,839

5,403,516

1,125,732,580 (50% increase in Current Variable A)

112,573,258

2,026,319

112,573,258

4,052,637

112,573,258

8,105,275

1,500,976,774 (100% increase in Current Variable A)

150,097,677

2,701,758

150,097,677

5,403,516

150,097,677

10,807,033

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with shareholder approval under ASX Listing Rule 7.1.

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1. The Company has not issued any Equity Securities in the 12 months prior to the meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
2. The calculations above do not show the dilution that any one particular shareholder will be subject to. All shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
3. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1. Shareholders should note that there is a risk that:

the market price for the Company's Shares may be significantly lower on the issue date of the Shares issued under the 10% Placement Capacity than on the date of the meeting; and

the Shares may be issued at a price that is at a discount to the market price of those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

The purpose for which Shares may be issued pursuant to the approval under Listing Rule 7.1A may be to raise funds for the Company and as non-cash consideration. Funds raised from the issue, if undertaken, would be used for exploration expenditure, general working capital requirements and, potentially, the acquisition of new resources.

If the Company issues any Shares for non-cash consideration, the Company will release to the market a valuation of the non-cash consideration that demonstrates that the issue price of the Shares complies with Listing Rule 7.1A.3.

Allocation under the 10% Placement Capacity

The allottees of the Shares to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Shares could consist of current shareholders or new investors (or both), none of whom will be related parties of the Company and will generally be persons who do not require a disclosure document under the Corporations Act.
The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

the purpose of the issue;

alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

the effect of the issue of the Equity Securities on the control of the Company;

the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

prevailing market conditions; and

advice from corporate, financial and broking advisers (if applicable).

Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

Voting Exclusion

A voting exclusion statement is included in the Notice of Meeting. As at the date of this Notice of Meeting, the Company has not invited any existing shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing shareholders will be excluded from voting on Item 4.

The Board recommends that members vote in favour of Item 4.

The Chairman of the Meeting intends to vote all available proxies in favour of this item of business.

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MEO AUSTRALIA LIMITED

ABN 43 066 447 952

ONLINE

LODGE YOUR VOTE

www.linkmarketservices.com.au

By mail:

MEO Australia Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235 Australia

By fax: +61 2 9287 0309


All enquiries to: Telephone: +61 1300 554 474

PROXY FORM


I/We being a member(s) of MEO Australia Limited and entitled to attend and vote hereby appoint:

STEP 1

the Chairman of the Meeting (mark box)

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy.

Failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to vote on my/our behalf (including in accordance with the directions set out below or, if no directions have been given, to vote as the proxy sees fit, to the extent permitted by the law) at the Annual General Meeting of the Company to be held at 10:30am on Thursday,

30 October 2014 at the Meeting Room of The Institute of Chartered Accountants, Level 3, 600 Bourke Street, Melbourne (the

Meeting) and at any postponement or adjournment of the Meeting.

Where the Chairman of the Meeting is appointed as my/our proxy, is appointed my/our proxy by default, I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy (except where I/we have given a different voting direction below) even though the resolutions may be connected directly or indirectly with the remuneration of a member of the key management personnel.

The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.


Proxies will only be valid and accepted by the Company if they are signed and received at least 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

Item 2

Adoption of Remuneration Report

Item 3

Re-election of Mr Gregory Allen Short as a

Director

Item 4

Approval of additional 10% placement

capacity



For Against Abstain*

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a

poll and your votes will not be counted in computing the required majority on a poll.

STEP 3

SIGNATURE OF SHAREHOLDERS - THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)



Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

MEO PRX401R HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the Meeting.

Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

(b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:30am on Tuesday, 28 October 2014, being at least 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:


ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

by mail:

MEO Australia Limited

C/- Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

Australia

by fax:

+61 2 9287 0309

by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street,

Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you.

This will assist in registering your attendance.

distributed by