Hawkley Oil And Gas : & Gas Notice of AGM 2019

HAWKLEY OIL AND GAS LIMITED

ACN 115 712 162

NOTICE OF ANNUAL GENERAL MEETING

The annual general meeting of the Company will be held at the Board Room, Kailis Bros,

101 Oxford Street, Leederville, Western Australia on Friday 29 November 2019 at 10:00am (WST).

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they

should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter relating to this Notice please contact the Company by

telephone on +61 8 9226 3211

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

HAWKLEY OIL AND GAS LIMITED

ACN 115 712 162

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of shareholders of Hawkley Oil and Gas Limited (Company) will be held at the Board Room, Kailis Bros, 101 Oxford Street, Leederville, Western Australia on Friday 29 November 2019 at 10:00am (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Wednesday, 27 November 2019 at 5:00pm (WST).

Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in Schedule 1.

AGENDA

1. ANNUAL REPORT
   To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2019, which includes the Financial Report, the Directors' Report and the Auditor's Report.
2. RESOLUTION 1 - REMUNERATION REPORT
   To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
   "That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum."
   The vote on this Resolution is advisory only and does not bind the Directors or the Company.
   Voting Exclusion
   A vote on this Resolution must not be cast:
3. 1. by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
   2. by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

1. the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or

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1. the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 - RE-ELECTION OF MR MURRAY WYLIE AS DIRECTOR

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 14.4, with article 13.4 of the Constitution and for all other purposes, Mr Murray Robert Wylie, Director, who was appointed as a Director on 29 November 2018, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum."

By order of the Board

Mr Murray Wylie

Company Secretary

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Hawkley Oil and Gas Limited

ACN 115 712 162

EXPLANATORY MEMORANDUM

1. INTRODUCTION
   This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Board Room, Kailis Bros, 101 Oxford Street, Leederville, Western Australia on Friday 29 November 2019 at 10:00am (WST).
   This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.
   A Proxy Form is located at the end of this Explanatory Memorandum.
2. ACTION TO BE TAKEN BY SHAREHOLDERS
   Shareholders should read the Notice including this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

1. a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
2. a proxy need not be a member of the Company; and
3. a member of the Company 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. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00am (WST) on Wednesday, 27 November 2019, being at least 48 hours before the Meeting

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Voting Prohibition by Proxy holders (Remuneration of Key Management Personnel) A vote on Resolution 1 must not be cast:

1. by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
2. by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

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