Polo Resources : Circular for Annual General Meeting

4ec04831-d17a-477d-9c5c-3d105be07e31.pdf THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document, or the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

Copies of this Document are being sent to Shareholders. If you have sold or otherwise transferred all of your shares in Polo Resources Limited please forward this Document and the accompanying Form of Proxy and Form of Instruction at once to the purchaser or transferee or to the stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred part only of your holding in shares in Polo Resources Limited you should retain this Document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The distribution of this Document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy shares in Polo Resources Limited.

A beneficial shareholder who holds its share position through the Canadian share register can expect to receive from its broker, or its broker's delegated service provider, typically Broadridge Financial Solutions Inc., a machine-readable voting instruction form to provide instructions to its broker or the broker's nominee with respect to the voting of the Ordinary Shares at the Meeting. A beneficial shareholder who receives a voting instruction form cannot use that form to vote Ordinary Shares directly at the Annual General Meeting. The voting instruction form must be returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY (or instructions respecting the voting of Ordinary Shares must be communicated to Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY well in advance of the Annual General Meeting in accordance with the procedures set forth in the form) in order for a beneficial shareholder to have its Ordinary Shares voted at the Annual General Meeting.

POLO RESOURCES LIMITED

(Incorporated and registered in the British Virgin Islands with registered number 1406187)

Notice of 2015 Annual General Meeting of Shareholders

Notice of Annual General Meeting of Shareholders of the Company to be held at 9.30 a.m. Singapore Time (1.30 a.m. GMT) on 18 January 2016 at 11 Floor, Wisma Atria, 435 Orchard Road, Singapore 238877, is set out at the end of this Document. A Form of Proxy for holders of Ordinary Shares for use at the Annual General Meeting of Shareholders accompanies this Document and, to be valid, must be completed and returned to Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. As an alternative to completing the hard-copy Form of Proxy, you can appoint a proxy electronically by following the instructions set out on the Form of Proxy. In either case the Form of Proxy must be returned as soon as possible but in any event to be received not later than 10.30 a.m. GMT on 15 January 2016 or 48 hours before any adjourned meeting. A Form of Instruction for holders of Depositary Interests for use at the Annual General Meeting of Shareholders accompanies this Document and, to be valid, must be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, England or sent by fax to +44 870 703 6116 as soon as possible but in any event to be received not later than 4.00 p.m. GMT on 14 January 2016 or 72 hours before any adjourned meeting. The return of one or more completed Forms of Proxy or Forms of Instruction will not prevent you from attending the Annual General Meeting of Shareholders and voting in person if you wish to do so (and are so entitled).

A summary of the action to be taken by Shareholders of the Company is set out in the Notice of Meeting of Shareholders set out at the end of this Document.

Depositary Interest holders should however email Alan Ager at Alan.Ager@computershare.co.uk in advance to complete a form of representation (available on request from Computershare Company Nominees Limited) if necessary. EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event Expected time / date

Publication of this Document 24 December 2015

Latest time and date for receipt of Forms of Instruction 4.00 p.m. on 14 January 2016

Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 15 January 2016

Annual General Meeting of Shareholders 1.30 a.m. on 18 January 2016

Notes:

1. All times shown in this document are London GMT times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or date above changes, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

   
   

2. If the Annual General Meeting of Shareholders is adjourned, the latest time and date for receipt of Forms of Proxy and Forms of Instruction for the adjourned meeting will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

DEFINITIONS

The following definitions apply throughout this Document unless the context requires otherwise:

"Act" the BVI Business Companies Act, 2004 as amended and includes regulations made under the Act

"Annual General Meeting of the annual general meeting of shareholders to be held at 9.30 a.m. Singapore Time (1.30 Shareholders" or "Meeting"

a.m. GMT) on 18 January 2016, notice of which is set out at the end of this Document, or any adjournment of that meeting.

"Depositary Interests" the interests representing Ordinary Shares held through Computershare Investor Services PLC as depositary

"Directors" or the "Board" the directors of the Company whose names are set out on page 4 of this Document

"Form of Instruction" the form of instruction for holders of Depositary Interests in connection with the Annual General Meeting of Shareholders

"Form of Proxy" the form of proxy for use by the Shareholders in connection with the Annual General Meeting of Shareholders

"Notice" the notice of the Annual General Meeting of Shareholders set out at page 4 of this Document

"Ordinary Shares" the existing shares of no par value in the Company

"Polo Resources" or the Polo Resources Limited (incorporated and registered in the British Virgin Islands "Company" under the Act with registered number 1406187) whose registered office is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands

"Resolutions" the resolutions set out in the Notice to be proposed at the Annual General Meeting of Shareholders

"Shareholders" registered holders of Ordinary Shares in the Company LETTER FROM THE CHAIRMAN POLO RESOURCES LIMITED

(Incorporated and registered in the British Virgin Islands with registered number 1406187)

Directors: Registered Office:

Michael Tang (Executive Chairman) Gary Lyle (Non-Executive Director)

Kian Meng Cheah (Non-Executive Director)

Craigmuir Chambers

P.O. Box 71 Road Town

Tortola British Virgin Islands

To the holders of existing Ordinary Shares 24 December 2015

Dear Shareholder

Notice of Annual General Meeting of Shareholders

Introduction

You will find enclosed with this letter a copy of the Company's Annual Report and Financial Statements for the year ended 30 June 2015. This letter explains the business set out in the Notice convening the Company's Annual General Meeting of Shareholders for 18 January 2016 at 9.30 a.m. Singapore Time (1.30 a.m. GMT) at 11 Floor, Wisma Atria, 435 Orchard Road, Singapore 238877.

This letter also explains why the Directors recommend that Shareholders vote in favour of the Resolutions proposed at the Annual General Meeting of Shareholders.

Resolutions at the Annual General Meeting of Shareholders

Resolution 1 - Receiving and Adopting the Accounts

To approve the Company's annual accounts for the financial year ended 30 June 2015 together with the last directors' report and auditors' report on those accounts.

Resolution 2 - Auditor's Reappointment and Remuneration

To re-appoint Chapman Davis LLP as auditors to hold office from the conclusion of the Meeting to the conclusion of the next meeting at which the accounts are laid before the Company and to authorise the audit committee of the board of Directors to fix their remuneration.

Resolutions 3 - Reappointment of directors

The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Services Authority incorporate the UK Corporate Governance Code which sets out the principles of Good Governance, and the Code of Best Practice for listed companies. No directors have joined the Company since its last Annual General Meeting. Taking due regard of the principles of Good Governance, the other Directors offer themselves for re-election at intervals of no more than three years. Kian Meng Cheah accordingly has agreed to stand down as a director and, being eligible offers himself for re-election.

Action to be taken by Shareholders

In addition to the Company's annual accounts for the financial year ended 30 June 2015, Shareholders will find enclosed with this Document a Form of Proxy and holders of Depositary Interests will find enclosed a Form of Instruction for use at the Meeting of Shareholders.

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