PANAUST LIMITED  ABN  17 011 065 160 

Level 1, 15 James Street, Fortitude Valley, Brisbane   |   QLD   |   4006   |   Australia 

PO Box 2297, Fortitude Valley Business Centre   |   QLD   |   4006    

T:  +61 7 3117 2000   |   F:  +61 7 3846 4899   |   E: info@panaust.com.au 

 

 

 

 

 

 

ASX ANNOUNCEMENT 29 April 2014 

 

Notice of Annual General Meeting 

In accordance with ASX Listing Rule 3.17, please find attached the Notice of Meeting, Explanatory Statement and a sample Proxy Form for the Annual General Meeting of PanAust Limited to be held on Friday, 30 May 2014 commencing at 10.00 a.m. (Brisbane time).  The Annual General Meeting will be held at the Hilton Hotel, 190 Elizabeth Street, Brisbane. 

The Notice of Meeting, Explanatory Statement and Proxy Form are being despatched to shareholders today. 

 

 

 

For further information contact: 

Mr Paul Scarr Company Secretary PanAust Limited 

Tel: +61 7 3117 2000   Email: info@panaust.com.au  Website: www.panaust.com.au 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXPLANATORY STATEMENT

Details of time and location of the Annual General Meeting

Date: Friday 30 May 2014 Time: 10.00am (Brisbane time) Venue: Ballroom

Hilton Hotel 190 Elizabeth Street

Brisbane Queensland 4000

Notice of Annual General Meeting 2

NOTICE OF ANNUAL GENERAL MEETING The Annual General Meeting of PanAust Limited ABN 17 011 065 160 (“the Company”) will be held in the Ballroom at the Hilton Hotel, 190 Elizabeth Street, Brisbane, Queensland on Friday 30 May 2014 commencing at 10.00am (Brisbane time). Item 1: Receipt of reports and financial statements To receive and consider the Directors’ Report and the Financial Report of the Company for the financial year ended 31 December 2013 and the Auditor’s Report in relation to the Financial Report.

Item 2: Adoption of Remuneration Report (non-binding resolution) To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT the Remuneration Report contained in the Directors’ Report of the Company for the financial year ended 31 December 2013 be adopted. Under the Corporations Act 2001 (Cth), this resolution is advisory only and does not bind the Directors or the Company. Item 3: Re-election of Mr Garry Hounsell as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT Mr Garry Hounsell, who retires by rotation in accordance with the Company’s Constitution and is eligible for election, be re-elected as a Director of the Company. Item 4: Re-election of Mr John Crofts as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: THAT Mr John Crofts, who retires by rotation in accordance with the Company’s Constitution and is eligible for election, be re-elected as a Director of the Company. Item 5: Amendments to the Constitution of the Company To consider and, if thought fit, pass the following resolution as a special resolution: THAT the Constitution of the Company be amended as generally described in the Explanatory Statement and as detailed in the document tabled at the Annual General Meeting and initialled by the Chairman of the meeting for the purposes of identification.

3 Notice of Annual General Meeting

Item 6: Other Business To transact any other business that may be brought forward in conformity with the Company's Constitution. By order of the Board

P. M. Scarr Company Secretary Brisbane 22 April 2014

Notice of Annual General Meeting 4

NOTES

Retirement of Directors by rotation Under the Constitution of the Company, one third of the Directors (other than the Managing Director) or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors must retire by rotation. The Directors to retire by rotation at an annual general meeting are those Directors who have been longest in office since their last election or appointment. As indicated in items 3 and 4, Mr Garry Hounsell and Mr John Crofts are retiring by rotation and are seeking re-election. Voting exclusion The Company will, in accordance with the Listing Rules of ASX Limited and the Corporations Act 2001 (Cth), disregard any votes cast:

• in respect of Item 2 by any member of Key Management Personnel of the Company whose

remuneration details are contained in the remuneration report or any Closely Related Party of such a member.

However, the Company will not disregard any votes cast on any resolution if:

- it is cast by a person excluded from voting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

- it is cast by the person chairing the meeting as proxy for a person who is entitled to

vote, in accordance with a direction on the proxy form to vote as the proxy decides.

If you appoint the Chairman of the Meeting as your proxy and you do not direct your proxy how to vote on Item 2 on the Proxy Form, you will be expressly authorising the Chairman of the Meeting to exercise your proxy even though that resolution is connected directly or indirectly with the remuneration of Key Management Personnel of the Company. The Chairman intends to vote all available proxies in favour of Item 2. Voting The Company has determined that the shareholders who are on the Company’s share register at 7.00pm (Sydney time) on 28 May 2014 will be taken, for the purposes of the Annual General Meeting, to be entitled to attend and vote at the meeting. Proxies 1. A Member who is entitled to vote at the meeting may appoint:

(a) one proxy if the Member is only entitled to one vote; or

(b) one or two proxies if the Member is entitled to more than one vote.

5 Notice of Annual General Meeting

2. Where the Member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

3. If you require an additional proxy form, the Company will supply it on request.

4. A proxy need not be a Member of the Company.

5. The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company, no later than 10.00am (Brisbane time) on 28 May 2014, as follows:

(a) at Computershare Investor Services Pty Limited GPO Box 242, Melbourne, Victoria 3001 Australia; or

(b) by fax on: 1800 783 447 (within Australia); or +61 3 9473 2555 (outside Australia);

(c) online through www.investorvote.com.au or scanning the QR Code on the front of your proxy form; or

(d) for Intermediary Online subscribers only (custodians), online through www.intermediaryonline.com.

6. If you are unable to attend the meeting and you have a question in relation to the business to be discussed, please do not hesitate to contact the Company Secretary or our Investor Relations team by email (info@panaust.com.au), by fax (+61(0)7 3846 4899) or by mail (PO Box 2297, Fortitude Valley Business Centre, Brisbane QLD 4006).

Important information concerning proxy votes on Item 2 The Corporations Act 2001 (Cth) places certain restrictions on the ability of “Key Management Personnel” (including the Chairman of the Meeting) and their “Closely Related Parties” to vote on Item 2 and also places restrictions on “Key Management Personnel” and their “Closely Related Parties” where they are voting as proxy for another shareholder on resolutions connected with the remuneration of Key Management Personnel.

To ensure that your vote is counted on Item 2, you are encouraged to direct your proxy how to vote on that item by indicating your preference by completing the “For”, “Against” or “Abstain” boxes on the Proxy Form.

If you provide an undirected proxy in relation to Item 2 to a director (other than the Chairman of the Meeting) or other Key Management Personnel or their Closely Related Parties, such a proxy will not vote on Item 2. To allow such a proxy to vote on Item 2, you must direct the proxy how to vote by completing the “For”, “Against” or “Abstain” boxes on the Proxy Form.

Notice of Annual General Meeting 6

If you appoint the Chairman of the Meeting as your proxy in relation to Item 2, but do not complete the “For”, “Against” or “Abstain” boxes on the Proxy Form for Item 2, the Chairman will exercise your proxy even though Item 2 is connected directly or indirectly with the remuneration of Key Management Personnel. The Chairman intends to vote all available proxies in favour of Item 2. If you wish to appoint the Chairman as proxy with a direction to vote against, or to abstain from voting on Item 2, you must specify this by completing the “Against” or “Abstain” box on the Proxy Form.

Proxy Form A proxy form is enclosed with this Notice of Meeting. The Proxy Form is an integral part of this Notice and both documents should be read together.

7 Explanatory Statement

EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the shareholders of PanAust Limited (the “Company”) for the Annual General Meeting (“AGM”) to be held on Friday 30 May 2014 at 10.00am (Brisbane time).

Item 2: Adoption of the Remuneration Report

Companies listed on the Australian Securities Exchange (“ASX”) are required to put to their shareholders a resolution to adopt the Remuneration Report. The Corporations Act 2001 (Cth) (“Corporations Act”) provides that the resolution is advisory only.

The Remuneration Report forms part of the Directors’ Report. It is contained in the annual report (pages 23 to 42) which is available on the Company’s website. The Remuneration Report contains all of the information required by the Corporations Act. It details the remuneration principles and policies adopted by the Board, the remuneration arrangements for the year, the function of the Remuneration Committee (which is comprised entirely of independent Non-Executive Directors and is chaired by an independent Non-Executive Director of the Company other than the Chairman), the name of any remuneration consultant used by the Company and the factors considered in the course of performing annual remuneration reviews.

With respect to Non-Executive Directors, the objective is to set remuneration at a level which attracts and retains Non-Executive Directors of the requisite expertise and experience at a cost which is acceptable to shareholders. In 2013, the Non-Executive Directors (with the exception of the Chairman) were paid a base fee for serving as a Director and an additional fee for membership of a Board Committee. The Chairman is paid an all-inclusive fee which is inclusive of his remuneration for membership of Board committees. The Non-Executive Directors are not paid any short term incentives, long term incentives, equity based remuneration or retirement/termination benefits. There has been no increase in fees since 1 July 2012. There will be no increase in 2014. The fee structure is detailed in the Remuneration Report on pages 25 and 26 of the annual report. With respect to the Managing Director and other senior executives, the objective (articulated in the Company’s Employee Policy) is to:

Cultivate a performance based culture whereby competitive remuneration, benefits and rewards are aligned with PanAust’s objectives and where merit forms the basis of performance based pay and promotion. Attract, engage and retain high calibre employees to meet PanAust’s current and future business needs.

Remuneration consists of the following elements: fixed remuneration, short term incentive (“STI”) and long term incentive (“LTI”). The amount and relevant proportion of fixed remuneration, STI and LTI is determined after consideration of market levels of remuneration. The intention is to encourage the growth of the Company and shareholder value in a sustainable way, optimising return on capital whilst being true to the Company’s vision and values. The Company also seeks to maintain appropriate levels of internal relativity between senior executive positions in the Company. Recommendation: The Directors unanimously recommend a vote in favour of the resolution.

Explanatory Statement 8

Item 3: Re-election of Mr Garry Hounsell as a Director

Mr Garry Hounsell was appointed as a Non-Executive Director of the Company on 1 July 2008. Mr Hounsell is Chairman of the Company and is a member of the Audit Committee, Remuneration Committee and Nominations Committee. Mr Hounsell is an accountant with significant experience as a director of large listed public companies. He is a Fellow of The Institute of Chartered Accountants in Australia and a Fellow of The Australian Institute of Company Directors. Prior to accepting positions as a public company director, Mr Hounsell was a senior partner of Ernst & Young and Country Managing Partner and Chief Executive Officer of Arthur Andersen. He was the 'signing partner' for the audit of BHP Billiton Limited from 2000 to 2002. From 2005 to 2007, he was an executive of Investec Bank (Australia) Limited. Mr Hounsell is currently a non-executive director of the following ASX listed companies: • Qantas Airways Limited; • Dulux Group Limited; and • Treasury Wine Estates Ltd. Mr Hounsell retires by rotation and seeks re-election at this AGM. Recommendation: Mr Hounsell has an interest in the resolution and therefore does not make a recommendation. The other Directors unanimously recommend a vote in favour of the resolution. Item 4: Re-election of Mr John Crofts as a Director

Mr John Crofts was appointed as a Non-Executive Director of the Company on 17 September 2010. Mr Crofts is Chairman of the Sustainability Committee. Mr Crofts brings to the Board over 20 years experience in the resources industry and valuable knowledge of the global copper sector. Mr Crofts worked with BHP / BHP Billiton from 1987 to 2010 where he held senior roles in metals marketing and business development. In particular, between 2001 and 2007, Mr Crofts was the Marketing Director, Base Metals where he was responsible for global marketing for one of BHP Billiton’s largest business units which had a leadership position in sales of copper, lead concentrates and substantive positions in the copper cathodes and zinc concentrates markets. He has diverse geographical experience including ten years based in Chile, four years in The Hague, five years in Singapore, and he has been a member of several BHP Billiton Executive Committees. Mr Crofts served as an invited Director to the London Metal Exchange from 2007 to 2011. From 2000 to 2007, Mr Crofts was an Advisory Committee Member for the International Copper Association. From 2003 to 2006, he was the Chairman of the European Copper Institute. Mr Crofts was also a Director of The Copper Club from 2006 to 2010. Mr Crofts is currently the Managing Director of Indo Terra Resources Corp, an unlisted Canadian Company, having been appointed on 6 January 2014. Mr Crofts retires by rotation and seeks re-election at this AGM. Recommendation: Mr Crofts has an interest in the resolution and therefore does not make a recommendation. The other Directors unanimously recommend a vote in favour of the resolution.

9 Explanatory Statement

Item 5: Amendments to the Constitution of the Company

(a) Background and reasons for the proposal

The Company’s Constitution was adopted in 1998 and was last amended in 2004. Since 2004, there have been a number of amendments to the legislation governing corporations (the Corporations Act) and the Listing Rules of the ASX (the ‘Listing Rules’). The Company has reviewed its Constitution and proposes a number of amendments which are intended to update the Constitution for those changes to the Corporations Act and the Listing Rules. A number of other amendments are also proposed to reflect technological changes and the current practices of the Company. Under section 136 of the Corporations Act, amendments to the Company’s Constitution may only be made through a special resolution of shareholders. (b) Overview of proposed changes A summary of the key proposed amendments is provided below. Interested shareholders (or other stakeholders) are encouraged to consider the amended Constitution, marked up to show the proposed amendments, which is available on the Company’s website at www.panaust.com.au. If shareholders (or other stakeholders) have any questions in relation to the proposed amendments, they are invited to send an email to the Company Secretary with their question at info@panaust.com.au. If requested, a copy of the proposed amended Constitution will be sent to shareholders (at no cost) by mail or electronically. A copy of the amended Constitution will also be available for inspection at the AGM.

I. Definitions and Interpretation (clause 1) It is proposed that the definitions be updated to reflect changes to the Corporations Act, the Listing Rules and the law. Obsolete definitions will be removed. For example, new definitions of: ‘Corporations Act’, ‘Issuer Sponsored Holding’, ‘Operating Rules’ will be added and the definitions of: ‘SCH business rules’, ‘Home Branch’ and ‘Securities Clearing House’ will be removed. Cross references to current definitions in the Corporations Act and the Listing Rules will also be inserted.

II. Small Holdings (previously referred to as ‘non-marketable parcels’) (clause 9)

It is proposed that references to ‘non-marketable parcels’ be changed to references to ‘Small Holdings’ (being a parcel of shares with a value less than a marketable parcel under the Listing Rules). This reflects current preferred terminology for such holdings. A distinction will be drawn between shareholders with Small Holdings as at the proposed date of adoption of the amendments to the Constitution (‘Small Holders’) and shareholders who acquire ‘Small Holdings’ subsequently (‘New Small Holders’). The process for divestment of Small Holdings held by Small Holders will not substantially change. A divestment notice would be given to the Small Holders and they would have the right within the nominated period to advise the Company that they wished to retain their Shares. However, New Small Holders will not have that right and once the Company serves a divestment notice the Company would be able to proceed to sell the Shares on-market (or in any other way determined by the Directors) with the proceeds being sent to the New Small Holder. In the case of New Small Holders, the Company would be entitled to deduct the costs of sale. In the case of Small Holders, the Company or the purchaser would be required to meet the costs of sale. The proposed amendments comply with the Listing Rules.

Explanatory Statement 10

Lastly, it is proposed to make it clear in the Constitution that whether or not the Company issues a notice to holders of Small Holdings will be at the discretion of the Directors. This provides flexibility as to when to initiate a process of divestment which can take into account matters such as the number of such holdings and the administrative cost to the Company. The current wording in the Constitution may be interpreted as requiring the Directors to initiate a divestment process whenever a single shareholder has a Small Holding.

III. Meetings of Shareholders (clauses 27 to 49) In relation to meetings of shareholders, the following amendments are proposed:

• where the Company holds a meetings at two or more venues using technology, it must ensure that shareholders (as a whole) have a reasonable opportunity to participate in the meeting in accordance with the Corporations Act;

• the prescribed form of proxy contained in the Constitution be deleted to make it clear that the Company is entitled to use a form of proxy which best reflects current practice and the requirements of the Corporations Act and the Listing Rules;

• appointments of proxy, attorney and corporate representative remain valid for any rescheduled or postponed meeting (not just for an adjourned meeting); and

• the Company be permitted to communicate a notice of cancellation or postponement or change of venue of a meeting through making an announcement to the ASX or through such other means determined by the Directors which is permitted under the Corporations Act and the Listing Rules (as opposed to incurring the cost of giving a notice to each shareholder personally).

IV. Retirement and re-election of Directors (clause 55) The Constitution currently provides that:

• a Director must retire at the conclusion of the third annual general meeting after the

Director was last elected;

• there must be an election of Directors each year (this reflects the requirement of the current Listing Rules); and

• one third of Non-Executive Directors must retire from office and seek election at each annual general meeting (the ‘one third re-election requirement’).

It is proposed to remove the one third re-election requirement which reflects previous legislation regulating listed public companies. In accordance with the Listing Rules, there will still need to be an election of Directors held at each Annual General Meeting and in the event that none of the Directors have reached their third term and there are no Directors who have been appointed to fill a casual vacancy and need to seek election, then the Director longest serving will be required to seek re- election.

11 Explanatory Statement

V. Dividends (clauses 79 to 89)

It is proposed to amend the clauses in the Constitution relating to dividends to make them consistent with the provisions in the Corporations Act, current practice and case law. Given that there may be future amendments to the Corporations Act regulating when a Company may pay a dividend, it is proposed to amend the wording so that the Board has the flexibility to determine that the Company pay a dividend provided that such determination complies with the Corporations Act. It is proposed to amend the clauses in the Constitution relating to the election to accept shares in lieu of dividend to ensure they are consistent with the Dividend Reinvestment Plan which was approved by shareholders at the Annual General Meeting on 18 May 2012. In particular, providing the Directors’ with the discretion to either issue new Shares or purchase existing Shares for the purposes of the Dividend Reinvestment Plan. It is also proposed to make it clear that dividends can be paid by means other than cheque. This reflects the current practice of the Company to pay dividends by electronic payment.

VI. Miscellaneous Amendments

The following further amendments are proposed:

• It is proposed that clause 84 relating to ‘restricted securities’ (being shares subject to escrow restriction under the Listing Rules) be amended to track the relevant Listing Rules. It should be noted that there are no ‘restricted securities’ currently on issue;

• Where relevant, it is proposed to make it clear that a right or obligation arising under the Constitution is subject to the Corporations Act, the Listing Rules and the law (as applicable). For example, clause 40 provides that each shareholder may vote at a general meeting of shareholders. However, under the Corporations Act and the Listing Rules, ‘key management personnel’ are not permitted to vote on resolutions relating to remuneration. It is proposed that clause 40 (and other relevant clauses of the Constitution) be made expressly conditional upon the Corporations Act, the Listing Rules and the law (as is the practice of the Company in any event);

• It is proposed to amend the notice and service provisions of the Constitution to provide specifically for the giving of notice and service of documents by electronic means; and

• Consequential amendments are proposed to be made to the Constitution to give effect to the amendments described in this explanatory statement.

Recommendation: The Directors unanimously recommend that shareholders approve the amendments to the Constitution and vote in favour of the resolution.

SRN/HIN: I9999999999

Lodge your vote:Online:www.investorvote.com.au

By Mail:Computershare Investor Services Pty LimitedGPO Box 242 MelbourneVictoria 3001 Australia

Alternatively you can fax your form to(within Australia) 1800 783 447(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only(custodians) www.intermediaryonline.com

For all enquiries call:(within Australia) 1300 552 270(outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by 10.00am (Brisbane time) on Wednesday, 28 May 2014

How to Vote on Items of Business Signing Instructions for Postal FormsIndividual: Where the holding is in one name, the securityholdermust sign.Joint Holding: Where the holding is in more than one name, all ofthe securityholders should sign.Power of Attorney: If you have not already lodged the Power ofAttorney with the registry, please attach a certified photocopy of thePower of Attorney to this form when you return it.Companies: Where the company has a Sole Director who is alsothe Sole Company Secretary, this form must be signed by thatperson. If the company (pursuant to section 204A of the CorporationsAct 2001) does not have a Company Secretary, a Sole Director canalso sign alone. Otherwise this form must be signed by a Directorjointly with either another Director or a Company Secretary. Pleasesign in the appropriate place to indicate the office held. Delete titlesas applicable.

Attending the MeetingBring this form to assist registration. If a representative of a corporatesecurityholder or proxy is to attend the meeting you will need toprovide the appropriate “Certificate of Appointment of CorporateRepresentative” prior to admission. A form of the certificate may beobtained from Computershare or online at www.investorcentre.comunder the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questionsfor the company, please write them on a separate sheet of paper andreturn with this form.

GO ONLINE TO VOTE, or turn over to complete the form

Control Number: 999999

Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Vote and view the annual report online

Your access information that you will need to vote:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

STEP 1 Appointment of ProxyIf you wish to appoint the Chairman of the Meeting as your proxy, mark the boxon the form overleaf. If you wish to appoint someone other than the Chairmanof the Meeting as your proxy, write the full name of that individual or bodycorporate in the space provided on the form overleaf. If you leave this sectionblank, or your named proxy does not attend the meeting, the Chairman of theMeeting will be your proxy.

STEP 2 Voting Directions to your ProxyYou may direct your proxy how to vote by placing a mark in one of the threeboxes opposite each item of business. All your securities will be voted inaccordance with your directions.

If you do not mark any of the boxes on a given item, then your proxy may voteas he or she chooses. However, if you wish to appoint as your proxy a Director(other than the Chairman) or other member of the key management personnelof the PanAust Limited consolidated group whose remuneration details are setout in the Remuneration Report or their closely related parties, you must specifyhow they should vote on item 2 by completing the "For", "Against" or "Abstain"boxes on the voting form. If you do not do that, your proxy will not be able tovote on your behalf for that resolution. If you appoint the Chairman as yourproxy but do not complete any of the boxes "For", "Against" or "Abstain" oppositethat resolution on the voting form, the Chairman intends to exercise your votesin favour of the resolution.

A proxy need not be a securityholder of the Company.

T 000001 000 PNA

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

Samples/000001/000001/i

*S000001Q01**S000001Q01*

I 9999999999

Change of address. If incorrect,mark this box and make thecorrection in the space to the left.Securityholders sponsored by abroker (reference numbercommences with ’X’) should adviseyour broker of any changes.

Proxy Form Please mark to indicate your directions

Appoint a Proxy to Vote on Your BehalfI/We being a member/s of PanAust Limited hereby appoint

STEP 1

the Chairman ORPLEASE NOTE: Leave this box blank ifyou have selected the Chairman of theMeeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxyto act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, asthe proxy sees fit) at the Annual General Meeting of PanAust Limited to be held in the Ballroom, Hilton Hotel, 190 Elizabeth Street, Brisbane,Queensland on Friday, 30 May 2014 at 10.00am (Brisbane time) and at any adjournment of that meeting.

STEP 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on yourbehalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

SIGN Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

ContactName

ContactDaytimeTelephone / /

If the Chairman of the Meeting is your proxy and you do not mark any of the boxes opposite item 2, you are directing the Chairman to vote in favour of thatresolution. The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

of the meeting

I ND

Date

P N A 3 0 0 5 1 4 A

MR SAM SAMPLEFLAT 123123 SAMPLE STREETTHE SAMPLE HILLSAMPLE ESTATESAMPLEVILLE VIC 3030

XX

Chairman to vote undirected proxies in favour: I/we acknowledge that the Chairman of the Meeting intends to vote undirected proxies in favour ofeach item of business.Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy(or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy inrespect of item 2 even though the Chairman is, and that item is connected directly or indirectly with the remuneration of, a member of key managementpersonnel of the PanAust Limited consolidated group.

ForA

gainst

Absta

in

2 Adoption of Remuneration Report (non-binding resolution)

3 Re-election of Mr Garry Hounsell as a Director

4 Re-election of Mr John Crofts as a Director

5 Amendments to the Constitution of the Company