Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Global Geoscience Limited (Company) will be held as follows:

Business

Financial Statements and Reports

To receive and consider the Financial Statements of the Company and the Reports of the Directors and the Auditor for the financial year ended 30 June 2015.

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, approval is given for the adoption of the Remuneration Report as contained in the Company's annual report for the financial year ended 30 June 2015.'

   
   

   Note: 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 (in any capacity) by or on behalf of any of the following persons:

   
   

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

   
   

3. a Closely Related Party of such a member.




However, a person (the voter) described in sub-paragraphs (a) or (b) above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described in sub-paragraphs (a) or

(b) above and either:




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

   
   

2. the voter is the person chairing the AGM and the appointment of that person as proxy:

   
   

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

   
   

4. expressly authorises that person 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.

5. Re-election of Director - Mr Patrick Elliott

   
   

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

   
   

   'That Mr Patrick Elliott, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.'

   
   

6. Approval of Additional 10% Placement Capacity




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

special resolution:




'That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of equity securities up to 10% of the issued capital of the Company (at the time of the issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum.'




Voting Exclusion




The Company will disregard any votes cast on this Resolution by:




1. any person who may participate in the proposed issue of equity securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder; and

   
   

2. an associate of those persons.




However, the Company need not disregard a vote if:




1. it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

   
   

2. it is cast by the person chairing the AGM 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.




Other Information




An Explanatory Memorandum accompanies and forms part of this Notice.




All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the AGM should consult their financial or legal adviser for assistance.




Proxies




A Shareholder entitled to attend and vote at this AGM is entitled to appoint not more than two proxies to attend and vote in his/her stead.




A proxy need not be a Shareholder of the Company.




If the Shareholder appoints two 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 votes. If the specified proportion or number of votes exceeds 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.




Proxies must be:




1. lodged by posting them or delivering them by hand to the address specified below; or

2. received at the fax number specified below,




not later than 48 hours before the AGM i.e. 10:00 am (Sydney time) on 25 November 2015. Address: Global Geoscience Limited

Suite 203




161 Walker Street




North Sydney NSW 2060




Postal address: Global Geoscience Limited Suite 203

161 Walker Street




North Sydney NSW 2060




Fax number: (02) 9922 4004




A Proxy Form is provided with this Notice.




Entitlement to Vote




In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the AGM all Shares will be taken to be held by the persons who held them as registered holders at 7.00pm (Sydney Time) on 25 November 2015. Accordingly, Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.




By order of the Board




Ms Joanna Morbey Company Secretary 23 October 2015




Global Geoscience Limited (ACN 098 564 606)

Explanatory Memorandum







This Explanatory Memorandum sets out further information regarding the proposed Resolutions to be considered by Shareholders of the Company at the AGM to be held commencing 10.00 am on 27th November 2015 in the offices of BDJ Partners, Level 13, 122 Arthur Street, North Sydney NSW. The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the Resolutions.







Resolution 1: Adoption of Remuneration Report




1. General

   
   

   The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

   
   

   The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors' report contained in the annual financial report of the Company for the financial year ending 30 June 2015.

   
   

   A reasonable opportunity will be provided for discussion of the Remuneration Report at the AGM.

   
   

2. Voting consequences




If at least 25% or more of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company (Spill Resolution) at the second annual general meeting.




If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the second annual general meeting.




All of the directors of the company who were in office when the directors' report (as included in the Company's annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.




Following the Spill Meeting those persons whose election or re-election as directors of the Company is approved will be the Directors.




At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this AGM.







Resolution 2: Re-election of Director - Mr Patrick Elliott




Under Rule 6.4 of the Constitution one third of the Directors or the number nearest to one third, of the Company's longest serving Directors since the last election or re-election, and not including a Director appointed by the remaining Directors either to fill a casual vacancy or as an addition to the existing Directors, must retire unless re-elected. Each retiring Director is eligible for re-election in accordance with the Listing Rules and the Constitution.




Resolution 2 provides for the re-election of Mr Patrick Elliott as a Director in accordance with the Constitution.