Nemex Resources : Notice of Annual General Meeting/Proxy Form

TIME: 11.30am (EST)

DATE: 30 November 2016

PLACE: Level 19, 207 Kent Street Sydney, New South Wales

Time and place of Meeting

Notice is given that the Meeting will be held at 11.30am (EST) on 30 November 2016 at: Level 19, 207 Kent Street Sydney, New South Wales

Your vote is important

The business of the Meeting affects your shareholding and your vote is important. The Board reserves the right not to implement any resolution although it may be passed by Shareholders.

Voting eligibility

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 at 5.00pm (EST) on 28 November 2016.

Voting in person

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

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• 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.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

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

• 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.

  Proxy vote if appointment specifies way to vote

  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:

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

• 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

• 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 (ie as directed); and

• 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 (ie as directed).

  Transfer of non-chair proxy to chair in certain circumstances

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

• 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

• the appointed proxy is not the chair of the meeting; and

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

• either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

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.

1. FINANCIAL STATEMENTS AND REPORTS

   To receive and consider the annual financial report of the Company for the financial year ended 30 June 2016 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

   "That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2016."

   Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

   Voting Exclusion

   Voting restrictions apply to Resolution 1 under the Corporations Act.

   A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons:

3. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

4. a Closely Related Party of such a member.

   However, a person (the Voter) described above may vote on this Resolution as a proxy vote if the vote is not cast on behalf of a person described above and either:

5. the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or

6. the Voter is the Chair and the appointment of the Chair as proxy:

7. does not specify the way the proxy is to vote on this Resolution; and

8. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company, or if the Company is part of a consolidated entity, for the entity.

10. RESOLUTION 2 - APPOINTMENT OF TAO DING AS A DIRECTOR

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

    "That, for the purposes of clause 12.17 of the Constitution, ASX Listing Rule

    14.4 and for all other purposes, Mr Tao Ding, a Director who was appointed as an additional Director on 16 December 2015, retires and, being eligible, is elected as a Director."