Falcon Minerals : 2016 Notice of AGM & Proxy Form (183 k)

FALCON MINERALS LIMITED ACN 009 256 535 NOTICE OF ANNUAL GENERAL MEETING

Date of Meeting: Friday 18th November 2016

Time of Meeting: 9:30am (WST)

Place of Meeting: Suite 1, 245 Churchill Avenue SUBIACO WA 6008

The Falcon Minerals Limited 2016 Annual Report to Shareholders is available online at

www.falconminerals.com.au

This notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor without delay.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company by telephone on [phone].

Notice of Annual General Meeting

Falcon Minerals Limited ACN 009 256 535

Notice is given that the Annual General Meeting (AGM) of Shareholders of Falcon Minerals Limited (the Company) will be held at the Suite 1, 245 Churchill Avenue, Subiaco, Western Australia on Friday 18th November 2016 at 9:30am WST ("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 forms 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 the registered holders of Shares in the Company on 16 November 2016 at 5:00pm WST.

Further terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1. Members unable to attend the AGM are invited to vote by proxy on the Resolutions to be considered at the Meeting.

BUSINESS OF THE ANNUAL GENERAL MEETING

Receipt of the Financial Statements and Reports

To receive and consider the Financial Statements for the Company and the Reports of the Directors and Auditor for the financial year ended 30 June 2016 as set out in the 2016 Annual Report to Shareholders.

Resolution 1 - Adoption of Remuneration Report

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

"That, in accordance with Section 250R(2)of the Corporations Act, the Remuneration Report as set out in the Directors' Report for the year ended 30 June 2016 be adopted."

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

Resolution 2 - Re-election of Mr Ray Muskett

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

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

OTHER INFORMATION

Voting by Proxy

Any Shareholder of the Company who is entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder. The proxy does not need to be a Shareholder of the Company.

A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder's votes.

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.

Dated 19 October 2016, By Order of the Board

Dean Calder

Company Secretary

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders of Falcon Minerals Limited in connection with the business to be conducted at the Annual General Meeting of the Company to be held at Suite 1, 245 Churchill Avenue, Subiaco Western Australia on Friday 18th November 2016 at 9:30am (WST).

The purpose of this Explanatory Memorandum is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Receipt of Financial Statements and Reports

The Corporations Act requires the Financial Report (which includes the Financial Statements and Directors' Declaration), the Directors' Report and the Auditor's Report to be laid before the AGM.

There is no requirement either in the Corporations Act or in the Company's Constitution for members to approve the Financial Report, the Directors' Report or the Auditor's Report.

Members will have a reasonable opportunity at the AGM to ask questions and make comments on these Reports and on the business and operations of the Company. Members will also be given a reasonable opportunity to ask the auditor questions about the Auditor's Report and the conduct of the audit of the Financial Report.

Resolution 1 - Adoption of Remuneration Report

Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to a vote at its Annual General Meeting. Resolution 1 provides Shareholders with the opportunity to vote on the Company's Remuneration Report.

The Remuneration Report is contained in the Directors' Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.

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

However, if 25% or more of the votes cast on this Resolution are ''against'' the Resolution, this will be considered the first ''strike'' under the ''two strikes test'. Under the ''two strikes test'', when 25% or more of the votes cast on the Remuneration Report Resolution are ''against'' the Resolution at two consecutive Annual General Meetings, Shareholders will have an additional vote at the second of those Annual General Meetings to determine whether the Directors of the Company need to stand for re-election within 90 days (this is the so- called ''Spill Resolution'').

If the "Spill Resolution" is passed by over 50% of the eligible votes cast, the Meeting to consider the re-election of the Directors of the Company must be held within 90 days.

At the Company's previous Annual General Meeting the votes cast against the Remuneration Report were less than 25% and accordingly, a Spill Resolution is not relevant for this Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1 by any Key Management Personnel of the Company whose remuneration details are included in the Remuneration Report (including Directors), and any Closely Related Party of any such Key Management Personnel.

However, the Company need not disregard a vote if it is cast as proxy for a person entitled to vote on this Resolution: that is,

• in accordance with the directions of how to vote on the Proxy Form; or

• by the Chairman of the Meeting under an express authorisation on the Proxy Form. The Chairman will vote undirected proxies FOR this Resolution.

  Resolution 2 - Re-election of Director - Mr Ray Muskett

  Article 13.2 of the Company's Constitution requires that one third of all Directors, or if their number is not a multiple of three, then the number nearest one-third (rounded upwards in case of doubt) must retire at each Annual General Meeting. Article 13.2 of the Constitution states that a Director who retires under Article 13.2 is eligible for re-election.

  In accordance with the Company's Constitution, Mr. Ray Muskett will retire by rotation and seek re-election. Details of the qualifications and experience of Mr. Muskett are contained in the Directors Report.

  The Board believes that Mr. Muskett has performed the duties and responsibilities of a Non-Executive Director diligently and professionally, in the best interests of all Shareholders.

  The Directors (excluding Mr Ray Muskett) unanimously recommend that Shareholders vote FOR Resolution 2. The Chairman will vote undirected proxies FOR this Resolution.

  Schedule 1 - Definitions

  In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

  AGM means Annual General Meeting

  Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial

  year ended 30 June 2016.

  ASX means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange operated by ASX Ltd.

  Auditor's Report means the auditor's report on the Financial Report.

  Board means the board of Directors of the Company.

  Business Day means:

• for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and

• for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

Chair or Chairman means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party means: a) spouse or child of the member; or b) the meaning given in section 9 of the Corporations Act.

Falcon and Company means Falcon Minerals Limited ACN 009 256 535

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company.

Explanatory Memorandum means the Explanatory Memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act of the Company.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Notice or Notice of Meeting means the Notice of Annual General Meeting accompanying this Explanatory Memorandum

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.