TNG LIMITED

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting will be held at

the Celtic Club, 48 Ord Street West Perth Western Australia at 2 pm (WST) on 30 November 2015.

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

This Notice of Annual General Meeting 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 please do not hesitate to contact the Company by telephone on +61 8 9327 0900.

TNG LIMITED

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of TNG Limited (the 'Company') will be held at the Celtic Club, 48 Ord Street West Perth Western Australia on 30 November 2015 at 2 pm (WST) (the 'Meeting').

The Explanatory Memorandum to this Notice 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 28 November 2015 at 4:00 pm (WST).

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

AGENDA

ORDINARY BUSINESS

Part A - Financial and Other Reports

Financial and Other Reports

To receive and consider the financial report for the year ended 30 June 2015 and the related Directors' Report, Directors' Declaration and Auditors' Report.

Resolution 1 - Adopt Remuneration Report

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

'That the Remuneration Report of the Company for the financial year ended 30 June 2015 be adopted.'

Under the Corporations Act, this Resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion

To the extent required by section 250R of the Corporations Act, a vote must not be cast (in any capacity) on Resolution 1 by or on behalf of a member of the Company's key management personnel details of whose remuneration are included in the Remuneration Report or a closely related party of such a member. However, a person (the 'voter') may cast a vote as a proxy where the vote is not cast on behalf of such a member or a closely related party of such a member and the voter is either:

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

2. the chair of the meeting and the appointment of the chair as proxy does not specify how the proxy is to vote on Resolution 1 and expressly authorises the chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel.

Part B - Re-election of Directors

Resolution 2 - Re-election of Mr Michael Evans

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

'That Mr Michael Evans, who retires in accordance with Article 6.3(c) of the Constitution and, being eligible, offers himself for election, be re-elected as a Director.'

SPECIAL BUSINESS

Part C - Approval of the Existing TNG Incentive Plans

Resolution 3 - Approval of the TNG Employee Share Plan

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

'That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG Employee Share Plan, and future issues to Eligible Employees under the TNG Employee Share Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.'

Voting Exclusion

The Company will disregard any votes cast on this Resolution 3 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. However, the Company will not disregard a vote if:

1. it is cast by the person as 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 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.

   
   

   Resolution 4 - Approval of the TNG Non-Executive Director and Consultant Share Plan

   
   

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

   
   

   'That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG Non- Executive Director and Consultant Share Plan and future issues to Eligible Entities under the TNG Non-Executive Director and Consultant Share Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.'

   
   

   Voting Exclusion

   
   

   The Company will disregard any votes cast on this Resolution 4 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. However, the Company will not disregard a vote if:

   
   

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

4. 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.




Resolution 5 - Approval of the TNG Employee Option Plan




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




'That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG Employee Option Plan, and future issues to Eligible Employees under the TNG Employee Option Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.'




Voting Exclusion




The Company will disregard any votes cast on this Resolution 5 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. However, the Company will not disregard a vote if:




1. it is cast by the person as 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 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.




Resolution 6 - Approval of the TNG Non-Executive Director and Consultant Option Plan




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




'That for the purposes of Listing Rule 7.2, exception 9 and for all other purposes, the TNG Non- Executive Director and Consultant Option Plan, and future issues to Eligible Entities under the TNG Non-Executive Director and Consultant Option Plan from the date of this Meeting for the next 3 years, as described in the Explanatory Memorandum, be approved.'




Voting Exclusion




The Company will disregard any votes cast on this Resolution 6 by any Director of the Company (except one who is ineligible to participate in any incentive scheme in relation to the Company) and any associates of such Director. However, the Company will not disregard a vote if:




1. it is cast by the person as 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 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.




Part D - Issue of Options to Directors under the TNG Incentive Plans




Resolution 7 - Approval of issue of Options to Mr Paul Burton




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




'That for the purposes of Listing Rule 10.14, and section 208(1) of the Corporations Act, and for all other purposes, approval is given for the issue and allotment to Mr Paul Burton or his nominee of 10,000,000 Options under the TNG Employee Option Plan, as described in the Explanatory Memorandum.'