8e472e90e57a70115d93fb.pdf

COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF 2015 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

Date of Meeting

Thursday 26 November 2015

Time of Meeting

11.00am (Brisbane Time)

Place of Meeting

Royal on the Park

Corner Alice & Albert Streets Brisbane Qld 4000

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Comet Ridge Limited

The Chairman intends to vote any undirected proxies in favour of this resolution.

Resolution 2 - Re-election of Mr James McKay as a Director

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

'That, James McKay, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re- election, be re-elected as a Director.'

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of this Notice (including each of the Resolutions), the following definitions apply:-

'Annual General Meeting' means the meeting of shareholders called by the Board under the Notice of Meeting dated 23 October 2015 to be held at the Royal on the Park, Corner Alice & Albert Streets, Brisbane Qld 4000 on Thursday 26 November 2015 at 11.00am (Brisbane time)

'Annual Report' means the annual report of the Company for the year ended 30 June 2015;

'ASX' means the ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

'Board' means the Board of Directors of Comet Ridge Limited;

'Closely Related Party', in relation to a member of the KMP, means the member's spouse, child or dependant (or a child or dependant of the member's spouse), anyone else in the member's family who may be expected to influence or be influenced by the member in the member's dealings with the Company (or its controlled entities), and any company the member controls;

'Company' or 'Comet Ridge' means Comet Ridge Limited A.B.N 47 106 092 577;

'Constitution' means the Company's Constitution, as amended from time to time;

'Corporations Act' means Corporations Act 2001 (Cth); 'Directors' mean the Directors of the Company;

'Equity Securities' has the meaning given to that term in the Listing Rules.

'Explanatory Memorandum' means the explanatory memorandum accompanying this Notice;

'Key Management Personnel' or 'KMP' means those persons having authority and responsibility for planning, directing and controlling the activities of the Company or its controlled entities, whether directly or indirectly.

Members of the KMP include directors (both executive and non-executive) and certain senior executives;

'Listing Rules' means the Listing Rules of the ASX;

'Notice' means this Notice of Annual General Meeting;

'Resolution' means a resolution contained in this Notice;

'Shares' means fully paid ordinary shares in the Company; and

'Shareholder' means a holder of shares in the Company.

By order of the Board

STEPHEN RODGERS

Company Secretary Dated: 23 October 2015

Entitlement to attend and vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that

person set out in the Register of Shareholders as at 7.00pm (Sydney time) on Tuesday 24 November 2015.

Shareholders can vote by either:-

• attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

  
  

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice; or

  
  

• by submitting their proxy appointment and voting instructions by facsimile.

  
  

  Voting in person (or by attorney)

  Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's Share Register and attendance recorded. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

  
  

  Voting by a Corporation

  A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company's Share Registry.

  
  

  Voting by Proxy

• A Shareholder entitled to attend and vote is permitted to appoint not more than two (2) proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

  
  

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

  
  

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

  
  

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

  
  

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

  
  

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

  
  

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

  
  

• To be effective, proxies must be lodged by 11.00am (Brisbane time) on Tuesday 24 November 2015. Proxies lodged after this time will be invalid.

  
  

• Proxies may be lodged using any of the following methods:-

  
  

• by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice to:-

  
  

  The Share Registry Comet Ridge Limited

  c/- Computershare Investor Services Pty Limited

  GPO Box 242

  MELBOURNE VIC 3001

  
  

  or

  
  

• by faxing a completed proxy form to:-

  Comet Ridge Limited, on

  1800 783 447 (within Australia); or

  + 61 3 9473 2555 (outside Australia) or

• by visiting:-

  
  

  www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

  
  

  Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting www.intermediaryonline.com

  
  

  or

  
  

• Online voting is now mobile compatible so you can readily appoint a proxy straight from your smart phone.




To do this, enter www.investorvote.com.au directly into your smart phone and follow the instructions on your personalised proxy form or scanning the QR Code on the front of your proxy form. To scan the QR code you will have needed to download and installed a QR Code Scanner application for your smart phone.




The proxy form must be signed by the Shareholder or the Shareholder's attorney.




Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 11.00am (Brisbane time) on Tuesday 24 November 2015. If facsimile transmission is used, the Power of Attorney must be certified.




Undirected Proxies

Any undirected proxies given to the Chairman of the meeting on either Resolution 1 or 2 by a shareholder entitled to vote on those resolutions will be voted in favour of those resolutions and the shareholder will be taken to have expressly authorised the Chairman to exercise the proxy as he/she thinks fits.

COMET RIDGE LIMITED

A.B.N 47 106 092 577




EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Comet Ridge Limited ('Comet Ridge' or the 'Company') to be held at 11.00 am Thursday 26 November 2015. Shareholders should read this document in full.







FINANCIAL STATEMENTS AND REPORTS




The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial statements of the Company for the financial year ended 30 June 2015 together with the Directors' Declaration and Report in relation to that financial year and the Auditor's Report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.




No resolution is required to be moved in respect of this item.




Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.




The Chairman will also provide Shareholders a reasonable opportunity to ask the Auditor questions relevant to:




• the conduct of the audit;

• the preparation and content of the Independent Auditor's Report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the Auditor in relation to the conduct of the audit.

  
  

  RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

  
  

  In accordance with Section 250R(2) of the Corporations Act the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company's 2015 Annual Report. The Remuneration Report is contained in the Annual Report and is also available on the Company's website: www.cometridge.com.au

  
  

  The Board believes that the Company's remuneration policy and framework as detailed in the Remuneration Report are appropriate given the size of the Company and its current strategic objectives.

  
  

  Shareholders should note that this Resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on the resolution at the Annual General Meeting are against adoption of the report, then:

  
  

• if comments are made on the report at the Annual General Meeting, the Company's remuneration report for the financial year ending 30 June 2016 will be required to include an explanation of the board's proposed action in response or, if no action is proposed, the board's reasons for this; and

  
  

• if, at the Company's 2016 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the remuneration report for the relevant financial year are against its adoption, the Company will be required to put to shareholders a resolution proposing that a general meeting (Spill Meeting) be called to consider the election of directors of the Company (Spill Resolution). For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the directors (other than any managing director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

RESOLUTION 2 - RE-ELECTION OF MR JAMES MCKAY AS A DIRECTOR

The Company's Constitution provides that at every Annual General Meeting one-third of the Directors, or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to

ensure that no Director holds office for more than three (3) years. Mr McKay therefore, retires from office in accordance with this requirement and submits himself for re-election.

Mr McKay was appointed a Director on 16 April 2009 and made Chairman of the Board on 11 November 2009. Mr McKay is a graduate of the University of Queensland holding degrees in Law and Commerce.

Mr McKay brings to Comet Ridge a strong commercial background, with sound financial business management and legal expertise. He has been involved in the establishment and development of a number of businesses.

He is also a Director of Walcot Capital, a private venture capital business specialising in energy investment. He was the former Chairman of CSG explorer Sunshine Gas Limited having overseen its merger with Queensland Gas Company for in excess of

$1Billion in 2008 as well as being a past president of the Australasian Cemeteries and Crematoria Association.

Recommendation

The Directors (with Mr McKay abstaining) recommend that you vote in favour of the resolution to re-elect Mr McKay as a Director.

*S00000112Q01*‌‌

*S00000112Q01*

ABN 47 106 092 577

T 000001 000 COI

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 Online:

www.investorvote.com.au

 By Mail:

Computershare Investor Services Pty Limited

GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

For all enquiries call:

(within Australia) 1300 850 505

(outside Australia) +61 3 9415 4000

Proxy Form



XX

Vote and view the annual report online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 11:00am (Brisbane time) Tuesday 24 November 2015

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that

person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate 'Certificate of Appointment of Corporate Representative' prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, 'Printable Forms'.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.



GO ONLINE TO VOTE,

or turn over to complete the form

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the

correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise



your broker of any changes.

I 9999999999

I ND

Proxy Form Please mark to indicate your directions

STEP 1

Appoint a Proxy to Vote on Your Behalf XX

I/We being a member/s of Comet Ridge Limited hereby appoint

the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Comet Ridge Limited to be held at Royal on the Park, Corner of Alice and Albert Streets, Brisbane QLD 4000 on Thursday, 26 November 2015 at 11:00am (Brisbane time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 1 (except where I/we have indicated a different voting intention below) even though Item 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 1 by marking the appropriate box in step 2 below.

STEP 2 Items of Business

Against

Abstain

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For

1. Adoption of Remuneration Report

   
   

2. Re-election of Mr James Mckay as a Director

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name

Contact

Daytime / /

Telephone Date

C O I 2 0 1 2 3 9 A