SWICK MINING SERVICES LIMITED 
By Hyatt Regency Perth
99 Adelaide Terrace
PERTH WA 6000
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) 9277 8800.
CONTENTS PAGEBusiness of the Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 5
Glossary 8
Proxy Form
Notice is given that the annual general meeting of the Shareholders to which this Notice of Meeting relates will be held at 9.00am on 25 November 2011 at:
The Traders Lounge
Hyatt Regency Perth
99 Adelaide Terrace
PERTH WA 6000
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 Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 9.00am on 23 November 2011.
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.
New sections 250BB and 250BC of the Corporations Act came into effect on 1 August
2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details on these changes is set out below.
Proxy vote if appointment specifies way to vote
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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:
o the proxy is not recorded as attending the meeting;
o 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.
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BUSINESS OF THE MEETINGNotice is hereby given that the Annual General Meeting of Shareholders will be held at
9.00am on 25 November 2011 at:
The Traders Lounge
Hyatt Regency Perth
99 Adelaide Terrace
PERTH WA 6000
The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.
AGENDA
ORDINARY BUSINESSFinancial Statements and ReportsTo receive and consider the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORTTo consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding 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 2011.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or theCompany.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:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if:
(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b)
above.
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2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – PHIL LOCKYERTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Phil Lockyer, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – DAVID NIXONTo consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, David Nixon, a Director, retires by rotation, and being eligible, is re-elected as a Director.”
DATED: 15 OCTOBER 2011BY ORDER OF THE BOARDIAN HOBSON COMPANY SECRETARY1995-04/623353_1 4
EXPLANATORY STATEMENTThis Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.
FINANCIAL STATEMENTS AND REPORTSIn accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at http://www.swickmining.com.au
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.
Under recent changes to the Corporations Act which came into effect on 1 July
2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at
the Company's 2012 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an [extraordinary] general meeting to consider the appointment of directors of the Company (Spill
If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the [extraordinary] general meeting (Spill Meeting) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re- election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.
The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2011.
A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.
Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that
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member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.
1.3 DefinitionsKey Management Personnel has the same meaning as in the accounting standards and broadly includes those 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.Closely Related Party of a member of the Key Management Personnel means: (a) a spouse or child of the member;(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
June 2011.
2. RESOLUTIONS 2 & 3 – RE-ELECTION OF DIRECTORS – PHIL LOCKYER AND DAVID NIXONClause 13.2 of the constitution requires that at the company's annual general meeting in every year, one-third of the directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.
The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.
A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.
The Company currently has 6 Directors and accordingly 2 must retire.
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Phil Lockyer and David Nixon are the Directors longest in office since their last election. They will retire by rotation and seek re-election.
3. ENQUIRIESShareholders are requested to contact the Company Secretary on (+ 61 8) 9277
8800 if they have any queries in respect of the matters set out in these documents.
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GLOSSARY$ means Australian dollars.Annual General Meeting means the meeting convened by the Notice.ASIC means the Australian Securities and Investments Commission.ASX means ASX Limited.ASX Listing Rules means the Listing Rules of ASX.Board means the current board of directors of the Company.Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.Company means Swick Mining Services Ltd (ACN 112 917 905).Constitution means the Company’s constitution. Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company.Explanatory Statement means the explanatory statement accompanying the Notice.General Meeting or Meeting means the meeting convened by the Notice.Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form.Proxy Form means the proxy form accompanying the Notice.Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.Share means a fully paid ordinary share in the capital of the Company.Shareholder means a holder of a Share.WST means Western Standard Time as observed in Perth, Western Australia1995-04/623353_1 8
APPOINTMENT OF PROXY SWICK MINING SERVICES LTD ACN 112 917 905PROXY FORMANNUAL GENERAL MEETINGI/We
of
Appoint
being a member of Swick Mining Services Ltd entitled to attend and vote at the Annual
General Meeting, hereby
Name of proxy
OR the Chair of the Annual General Meeting as your proxy
or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 10.00am (WST), on 25
November 2011 at the Hyatt Regency Perth, 99 Adelaide Terrace, Perth WA 6000 and at any adjournment thereof.
If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.Important for Resolution 1: Notwithstanding the above, if the Chair of the Annual General Meeting is your proxy and you do not direct him how to vote on Resolution 1, the Chair will be prevented from casting your votes on Resolution 1. If the Chair is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1 by marking ‘for’ or ‘against’ in theboxes below.
Voting on Business of the Annual General MeetingResolution 1 – Adoption of remuneration report Resolution 2 – Re-election of Director – Phil Lockyer Resolution 3 – Re-election of Director – David Nixon
FOR AGAINST ABSTAINPlease note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.
If two proxies are being appointed, the proportion of voting rights this proxy represents is %
Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3Sole Director/CompanySecretaryDirector Director/Company SecretaryContact Name: Contact Ph (daytime):1995-04/623353_1 9
Instructions for Completing ‘Appointment of Proxy’ Form1. (Appointing a Proxy): A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
2. (Direction to Vote): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
3. (Signing Instructions):
• (Individual): Where the holding is in one name, the member must sign.
• (Joint Holding): Where the holding is in more than one name, all of the members should sign.
• (Power of Attorney): If you have not already provided 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, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.
4. (Attending the Meeting): Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Annual General Meeting.
5. (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to 64 Great Eastern Highway, South Guilford WA 6055; or
(a) facsimile to the Company on facsimile number +61 8 9277 8844; or
(b) email to the Company at ian.hobson@swickmining.com.au
so that it is received not less than 48 hours prior to commencement of the Meeting.
Proxy forms received later than this time will be invalid1995-04/623353_1 10
