Saracen Mineral : Notice of AGM 2016

‌‌

TIME: noon (WST)

DATE: Wednesday 30 November 2016

PLACE: Duxton Hotel

1 St Georges Terrace PERTH WA 6000‌‌‌

Australia

The Annual General Meeting of the Shareholders which this Notice of Meeting relates to will be held at noon (WST) on Wednesday, 30 November 2016 at:-

Duxton Hotel

1 St Georges Terrace PERTH WA 6000

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form.

To be valid, the appointment of a proxy must be received at least 48 hours prior to the AGM using one of the following methods:-

BY FAX:

Faxing the proxy appointment forms, along with power of attorney or other authority (if any under which the form is signed, to one of the following numbers

(within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555 or

BY MAIL:

Lodging the proxy appointment form by mail in the enclosed reply paid envelope to:-

Computershare Investor Services Pty Limited GPO Box 242

Melbourne, Victoria 3001 or

BY HAND:

Lodging the proxy appointment form by hand at:- Computershare Investor Services Pty Limited

Yarra Falls, 452 Johnston Street Abbotsford, Victoria 3067

or

ONLINE:

Visit www.investorvote.com.au

To use this facility, you will need the enclosed Proxy Form as it contains your Control Number (CN) and your Security Holder Number (a ten digit number commencing with the letter I) or Holder Identification Number (a ten digit number commencing with X) which form your Personal Identification Number (PIN) to verify your entitlement to vote. Alternatively, you can scan the QR code on the Proxy Form using your mobile device for verification purposes.

Relevant custodians may lodge their proxy forms online by visiting www.intermediaryonline.com

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

1. each Shareholder has a right to appoint a proxy;

2. the proxy need not be a Shareholder of the Company; and

3. a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act as they apply to this Annual General Meeting. Broadly, the changes mean that:

1. if proxy holders vote, they must cast all directed proxies as directed; and

2. any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

1. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

2. if the proxy has 2 or more appointments that specify different ways to vote on the resolution - the proxy must not vote on a show of hands; and

3. if the proxy is the Chair of the meeting at which the resolution is voted on - the proxy must vote on a poll, and must vote that way (i.e. as directed); and

4. if the proxy is not the Chair - the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

1. an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

2. the appointed proxy is not the Chair of the meeting; and

3. at the meeting, a poll is duly demanded on the resolution; and

4. either of the following applies:

5. the proxy is not recorded as attending the meeting;

6. the proxy does not vote on the resolution,

7. the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.