Kula Gold Ltd : 18 April 2012 - Notice of Meeting

Notice is hereby given that the Annual General Meeting of shareholders of Kula Gold Limited (the Company) will be held at the Sydney Harbour Marriot Hotel, 30 Pitt Street,

Sydney, NSW, 2000 on Thursday 24 May 2012 at 10.00 am (AEST) (Meeting).

The Explanatory Notes to this Notice provides additional information on matters to be considered at the Meeting.

The Explanatory Notes and the Proxy Form form part of this notice.

To receive and consider the Financial Report, the Directors' Report and the Auditor's Report for the year ended

31 December 2011.

To consider and, if thought fit, to pass the following as a non-binding resolution: "To adopt the Remuneration Report for the year ended 31 December 2011." Notes:

(i) In accordance with section 250R of the Corporations Act 2001, the vote on this resolution will be advisory only and will not bind the directors or the Company.

(ii) A voting exclusion statement applies to this resolution (see Explanatory Notes for details).

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

"That Mr John Watkins, being a director who is retiring in accordance with rule 3.7 of the Company's constitution and, being eligible, offers himself for election, be re-elected as a director of the Company."

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 shareholders of the Company as at

7pm (AEST) on Tuesday 22 May 2012 (Entitlement Time).

This means that if you are not the registered holder of a share in the Company at the Entitlement Time, you will not be entitled to attend and vote at the Meeting.

Copies of the Company's full 2011 Annual Report may be accessed at our website www.kulagold.com.au.

If you do not plan to attend the meeting in person, you are encouraged to complete and return the Proxy Form which accompanies this Notice of Annual General Meeting.

Voting by Proxy

A shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than 2 proxies to attend and vote in place of the member.

A proxy need not be a shareholder of the Company.

If the shareholder appoints 2 proxies, the shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the shareholder's votes. If the specified proportion or number of votes exceed that which the shareholder is entitled to, each proxy may exercise half of the shareholder's votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

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Business of the meeting (continued)

Voting by Proxy (continued)

A body corporate appointed as a shareholder's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

If a shareholder has not directed their proxy how to vote, the proxy may vote as the proxy determines.

If a shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an item of business, the Chairman will vote in accordance with his voting intention as stated below.

Additionally, if a shareholder appoints the Chairman as their proxy and has:

+ Marked the Chairman's box on the proxy form; and

+ Has not specified the way in which the Chairman is to vote,

the shareholder is directing the Chairman to vote in accordance with his voting intention as stated below.

The Chairman intends to vote all undirected proxies in favour of the resolutions set out in the Notice of Annual

General Meeting.

Proxy Forms

To be effective, the Proxy Form must be completed, signed and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Company at its registered office, or at its share registry, as an original or by facsimile, no later than 10.00am (AEST) on Tuesday 22

May 2012 (Proxy Deadline).

Proxy forms may be submitted in one of the following ways:

(i) By mail to Link Market Services Limited using the reply paid envelope or Locked Bag A14, Sydney South, NSW, 1235, Australia. Please allow sufficient time so that it reaches Link Market Services Limited by the Proxy Deadline;

(ii) By fax to Link Market Services Limited on +61 2 9287 0309;

(iii) Online via the Company's Share Registry website at www.linkmarketservices.com.au. Please refer to the

Proxy Form for more information; or

(iv) By hand delivery to Link Market Services Limited at Level 12, 680 George Street, Sydney NSW 2000. Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

Where a shareholding is registered in the name of a corporation, the corporate shareholder may appoint a person to act as its representative to attend the meeting by providing that person with:

(i) a letter or certificate authorising him or her as the corporation's representative, executed in accordance with the corporation's constitution; or

(ii) a copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

BY ORDER OF THE BOARD

Leanne Ralph

Company Secretary

27 March 2012

NotiCe of aNNual GeNeral meetiNG 3

Notes on Business

ITEM 1 - Financial Statements and Reports

As required by section 317 of the Corporations Act 2001 the financial report, directors' report and auditor's report for the most recent financial year must be laid before the meeting. The financial report contains the financial statements of the consolidated entity consisting of Kula Gold Limited and its subsidiaries.
There is no requirement for a formal resolution on this item. The Chairman of the meeting will allow a reasonable
opportunity at the meeting for shareholders to ask questions
about or make comments on the management of the Company. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company's auditor PricewaterhouseCoopers (PWC) questions about its audit report, the conduct of its
audit of the Company's financial report for the year ended
31 December 2011, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of PWC in relation to the conduct of the audit.
Shareholders may submit written questions to PWC to be answered at the meeting, provided the question is relevant to the content of PWC's audit report or the conduct of the audit of the Company's financial report for the year ended
31 December 2011.
Written questions must be received no later than 5.00pm on Friday 18 May 2012. Any written questions to PWC can be sent to Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235, Australia (or by Fax: +61 2 9287 0309).

I TEM 2 - Adoption of remuneration report

In accordance with the ASX Corporate Governance Principles and Recommendations, the Company has included in its Annual Report a remuneration report for the consideration of members.
The members' resolution on this item of business is advisory only and does not bind the board or the Company.
The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives
and the creation of value for shareholders, and conforms with market practice for delivery of reward.
In summary, the remuneration report in the Annual Report:

ITEM 3 - Retirement and Re-election of a Director

In accordance with the Company's constitution an election of directors must be held at each Annual General Meeting. If
no directors are scheduled to be elected by virtue of a casual appointment or in accordance with the ASX Listing Rules, then one director must retire and be re-elected by the members
of the Company. Normally, this would be the director (other than the Managing Director) who has held office the longest since being appointed or last being elected. Three directors have equally held office for the longest period since being appointed or last being elected.
Mr John Watkins therefore agreed to retire at this Annual General Meeting in accordance with rule 3.7 of the Company's constitution and offers himself for re-election.
Details of Mr Watkins are set out below.

Mr John Watkins

Mr John Watkins has been Kula Gold's Chief Financial Officer since January 2008.
Mr Watkins is a mining industry executive with commercial and geoscience qualifications and over 30 years' experience working in the resources sector. He was previously the Commercial Manager at Barrick Gold Corporation's Porgera Gold Mine and has worked in PNG or on PNG projects for approximately 20 years. Mr Watkins has held the positions of CFO, Financial Controller and Company Secretary for AMEX, ASX and TSX listed mining companies, including Endeavour Silver Corp and Nicron Resources Ltd.
Mr Watkins is a member of the Australian Society of CPAs, FCIS, FFin and a Fellow of the Australasian Institute of Mining and Metallurgy. He has a BA (Acct/Geo) degree and a Diploma in Geoscience (Min Ec) from Macquarie University and a Master of Applied Finance from Kaplin/Finsia.

Directors' Recommendation

The Directors unanimously recommend that you vote in favour of items 2 and 3.
The Chairman of the Meeting intends to vote all available proxies in favour of these resolutions.

Voting Exclusion Statement

As required by the Corporations Act, the Company will disregard any votes cast on Item 2 by any member of the

+ explains the principles used for determining the nature and

Company's key management personnel1
(KMP) or a closely
amount of remuneration of directors and senior managers of the Company;

+ outlines the role of the Remuneration and Nomination

Committee;

+ sets out remuneration details for each director and senior executives of the Company (including the value of any options granted to those persons);

+ outlines service contracts of key management personnel;

and

+ provides details of options granted to directors and key management personnel.

related party2 of any such member unless:
(i) The person votes as a proxy appointed by writing that specifies how the person is to vote on the resolutions; or
(ii) The person is the Chairman of the Meeting and votes as a proxy appointed by writing that authorises the Chair to vote on the resolutions even though that resolution is connected with the remuneration of a member of the Company's KMP.

1 'key management personnel' has the meaning as defined in Section 9 of the Corporations Act 2001.

2 'closely related party' has the meaning as defined in Section 9 of the

Corporations Act 2001.

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