MSM CORPORATION INTERNATIONAL LIMITED (FORMERLY MINERALS CORPORATION LTD)

ACN 002 529 160

NOTICE OF ANNUAL GENERAL MEETING

TIME: 10:00am

DATE: 26 November 2015

PLACE: Office J, Level 2 1139 Hay St

West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9486 4036

C O NT E N TS P AG E

Business of the Meeting (setting out the proposed resolutions) 3

Explanatory Statement (explaining the proposed resolutions) 6

Glossary 18

Terms and Conditions of Options Schedule A

Proxy Form Enclosed

I MP O R TA N T I NFO R M A T I O N

TIME AND PLACE OF MEETING

Notice is given that the Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on 26 November 2015 at:

Office J, Level 2 1139 Hay St

West Perth WA 6005

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm (WST) on 24 November 2015.

VOTING IN PERSON

To vote in person, attend the Annual General 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, members are advised that:

• each member has a right to appoint a proxy;

  
  

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

  
  

• a member 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

3265-03/MSC - NOTICE OF AGM 2015 FINAL 1

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.

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 (i.e. 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 (i.e. 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 (i.e. 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;

    
    

  • 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.

B US I NE S S O F T HE M E E T I NG

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2015 together with the declaration of the directors, the directors' report, the remuneration report and the auditor's report.

1. 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 ordinary 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 2015.'

   
   

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

   
   

   Voting Prohibition Statement:

   
   

   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 above may vote on this Resolution if the vote is not cast on behalf of a person described above and either:

   
   

4. the voter does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; or

5. the voter is the chair of the meeting and the appointment of the chair as proxy:

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

7. 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.

   
   

8. RESOLUTION 2 - RE-ELECTION OF DIRECTOR - DR ANDREW TUNKS




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




'That Dr Tunks, retires by rotation in accordance with clause 13.2 of the Constitution and, being eligible, is re-elected as a Director.'