Notice of Meeting & Proxy Form - Highlands Pacific

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INTRODUCTION The purpose of this Explanatory Memorandum is to provide shareholders with information to assist them in assessing the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of Highlands Pacific Limited (Highlands). The Board recommends that shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions. RESOLUTION 2 ELECTION OF DIRECTOR – BARTHOLOMEW PHILEMON Mr Philemon was originally appointed a Director on 21 September 2012 to fill a casual vacancy. He now retires from his position as Director in accordance with the retiring-byrotation provisions of Regulation 10.6 of the Company’s Constitution. Mr Philemon has extensive experience in government affairs and economic development issues at the national and pacific regional levels having served with great distinction as member for the Lae Open seat from 1992 until 2012. Mr Philemon has, among many appointments, been Chairman of Air Niugini, a Director of Oil Search Limited from 1986 to 1993, and has held a number of Ministerial posts in PNG Governments including Minister of Foreign Affairs and Minister for Finance and Treasury. In October 2012 Mr Philemon was appointed a Non-Executive Director of Oil Search Limited. The Board recommends the re-election of Mr Philemon as a Director. RESOLUTION 3 ELECTION OF DIRECTOR – KEN MACDONALD Mr MacDonald was originally appointed a Director on 1 February 2008 and was most recently re-elected on 19 May 2011. He now retires from his position as Director in accordance with Regulation 10.3(b) of the Company’s Constitution. Mr MacDonald brings to the Board extensive experience in corporate law, with particular emphasis on the energy and natural resources sector as a partner with Allens Arthur Robinson and its predecessors where he headed the firm's Energy, Resources and Infrastructure Department and had responsibility for its Port Moresby office. He retired as partner on 31 December 2007 but remains an active consultant to the firm. He has advised the Queensland Government in many significant transactions, from leading the Queensland Government legal team for the Suncorp Metway merger and subsequent privatisation, through to the sale of the Queensland retail energy business. He regularly advises on mergers and acquisitions, corporate governance issues, joint ventures, capital raisings and business regulation. He has long experience as a listed company director. In addition to his present role with Highlands Pacific, Mr MacDonald is currently the Deputy Chairman of QIC, and Deputy Chancellor of Bond University Limited. The Board recommends the re-election of Mr MacDonald as a Director. 6
RESOLUTION 4 ELECTION OF DIRECTOR – DAN WOOD Mr Wood was originally appointed a Director on 28 May 2010 and was most recently reelected on 19 May 2011. He now retires from his position as Director in accordance with Regulation 10.3(b) of the Company’s Constitution. Mr Wood brings to the Board extensive experience as an exploration geologist with a long and distinguished record in the mining industry. He retired from mineral exploration in late 2008 after 24 years with BHP and almost 18 years with Newcrest Mining Limited, exploring for a range of mineral resources in Australia, SE Asia/SW Pacific and the Americas. During his career he led exploration teams that were associated with coal, gold, gold-copper and copper-molybdenum discoveries in Australia, Indonesia and Peru. Mr Wood joined Newcrest Mining at its formation in 1990 and from the mid-1990s, as Executive General Manager Exploration, led its highly successful exploration team, judged by the Metals Economics Group of Canada to have been the world’s most successful gold explorer, 1992-2005. Mr Wood has extensive experience and an International reputation in mineral exploration and discovery, and was jointly awarded the Joe Harms Medal by the Geological Society of Australia for discovering the Cadia gold-copper deposits in NSW. Mr Wood is an Advisory Board member of the WH Bryan Mining and Geology Research Centre at the University of Queensland, where he is also an Adjunct Professor, and is a Fellow of the Society of Economic Geologists in the USA, which appointed him as its Distinguished Lecturer for 2012. In early 2013 he was awarded the Robert M. Dreyer Award by the Society for Mining, Metallurgy & Exploration in the USA, and the Thayer Lindsley Award by the Prospectors & Developers Association of Canada. The Board recommends the re-election of Mr Wood as a Director. RESOLUTION 6 APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO MANAGING DIRECTOR The purpose of Resolution 6 is to approve the grant of 2,600,000 performance rights (PRs) to Mr Gooding, the Managing Director of Highlands under the Highlands Pacific Performance Rights Plan (Plan). The number of performance rights has been set upon the recommendation of the company's remuneration advisors, who have been engaged independently of management by the Board's Remuneration Committee. They represent in total shares to the value of A$320,000, as determined by the volume weighted average price of our shares for the 5 days ending 22 March 2013, the last practicable date which we could use to enable all details to be valued and included in the Notice of Meeting. The Board wants to ensure that the remuneration of Highlands' executives is in line with the market and that there is an effective incentive for the executives to improve Highlands' performance and the value of investments of the shareholders. The Board has sought independent external guidance in making its determination, both in the form of equity incentive and the quantum, in conjunction with the overall remuneration package offered to employees and the Managing Director. As Mr Gooding is a Director of Highlands, and the Directors believe that the granting of these PRs to Mr Gooding under the Plan could be regarded as the giving of a financial benefit to a related party of the Company, shareholder approval is required under ASX Listing Rule 10.14 before any issue of securities, such as PRs, can be made. Subject to approval by shareholders, the Board proposes that the PRs be issued to Mr Gooding under the Plan and on the terms detailed below. In the Board's view the 7
Page 1 and 2: HIGHLANDS PACIFIC LIMITED NOTICE OF
Page 3 and 4: NOTICE OF ANNUAL GENERAL MEETING 5.
Page 5: NOTICE OF ANNUAL GENERAL MEETING Pr
Page 9 and 10: Other Conditions Vested PRs will be
Page 11 and 12: Issue Date The PRs, if approved, wi
Page 13 and 14: ) if the securities are not issued
Page 15 and 16: RESOLUTION 9 INCREASE IN NON-EXECUT
Page 17: MR SAM SAMPLE FLAT 123 123 SAMPLE S

Notice of Meeting & Proxy Form - Highlands Pacific

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