Notice of Annual General Meeting: ASX shareholders

TIME: 10.00am (Brisbane time)

DATE: Wednesday 22 November 2017

PLACE: Minter Ellison, Level 22, Waterfront Place, 1 Eagle Street, Brisbane, Qld 4000

1. Notice of Annual General Meeting (setting out the proposed resolutions) 4

2. Explanatory Statement (explaining the proposed resolutions) 8

The Annual General Meeting of the Shareholders of Resource Generation Limited (Resgen) will be held at 10.00am (Brisbane time) on Wednesday 22 November 2017 at:

Minter Ellison, Level 22, Waterfront Place, 1 Eagle Street, Brisbane, Qld 4000

The business of the Annual General Meeting affects your shareholding and your vote is important.

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Proxies

Please note that:

1. a Shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

2. a proxy need not be a member of the Company;

3. a Shareholder may appoint a body corporate or an individual as its proxy;

4. a body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy; and

5. Shareholders 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.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company's representative. The authority may be sent to the Company or its share registry in advance of the Annual General Meeting or handed in at the Annual General Meeting when registering as a corporate representative.

2

To vote by proxy, please complete and sign the proxy form enclosed and either:

1. deliver the proxy form:

2. by hand to the Company's share registry, Boardroom Pty Limited at Level 12, 225 George Street, Sydney NSW 2000; or

3. by post to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001;

4. fax the proxy form to Boardroom Pty Limited on facsimile number (61) 2 9290 9655; or

5. vote online at www.votingonline.com.au/resgenagm2017 and follow the prompts.

6. so that it is received not later than 10.00 am (Brisbane time) on Monday 20 November 2017. Proxy forms received later than this time will be invalid.

   Your proxy form is enclosed as a separate document.

   NOTICE OF ANNUAL GENERAL MEETING

   Notice is given that the Annual General Meeting of Shareholders of Resource Generation Limited will be held at 10.00 am (Brisbane time) on Wednesday 22 November 2017 at Minter Ellison, Level 22, Waterfront Place, 1 Eagle Street, Brisbane, Qld 4000.

   The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

   The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 6.00 pm (Brisbane time) on Monday, 20 November 2017.

   Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

   AGENDA ORDINARY BUSINESS
7. DIRECTORS' REPORT AND FINANCIAL STATEMENTS

   To receive the Financial Statements of the Company for the year ended 30 June 2017, together with the Directors' Report and the Auditor's Report as set out in the Annual Report for 2017.

8. RESOLUTION 1 - RE-ELECTION OF MR LEAPEETSWE RAPULA RADIALA (PAPI) MOLOTSANE AS A DIRECTOR

   To consider and, if thought fit, to pass, with or without amendment, the following

   ordinary resolution:

   "That, Mr Leapeetswe Rapula Radiala Molotsane, being a Director, retires by rotation in accordance with clause 11.1 of the Constitution and, being eligible, is hereby re-elected as a Director."

   Voting Exclusion Statement -Resolution 1

   In accordance with an undertaking to the Company, the Company will disregard any votes cast on resolution 1 by:

   

   Resgen Scrip Lending Pty Limited.

9. RESOLUTION 2 - RE-ELECTION OF MR ROBERT CHARLES CROLL AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following

ordinary resolution:

"That, Mr Robert Charles Croll being a Director, retires by rotation in accordance with clause 11.1 of the Constitution and, being eligible, is hereby re-elected as a Director."