OEX.L Regulatory News (OEX)

10 October 2012

Dear Sir,

Notice of Annual General meeting - 14 November 2012

Please find attached hereto a copy of Notice of Annual General Meeting for 14 November 2012, including an Explanatory Memorandum and Proxy Form, dispatched to shareholders today along with the printer's copy of the 2012 Annual Report to Shareholders.

Yours sincerely,

Max Cozijn

Chairman

For further information, please contact:

OILEX LTD

ABN 50 078 652 632

NOTICE OF ANNUAL GENERAL MEETING

OF SHAREHOLDERS

14 NOVEMBER 2012

AT 3.00 PM

AT

THE CELTIC CLUB,

48 ORD STREET, WEST PERTH

WESTERN AUSTRALIA

NOTICE OF ANNUAL GENERAL MEETING

Annexure A "Explanatory Memorandum" (attached)

should be read in conjunction with this Notice of Meeting.

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Oilex Ltd ABN 50 078 652 632 (Company) will be held at First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 14 November 2012 at 3.00 pm, to conduct the following business:

BUSINESS OF THE MEETING

Financial and other reports

To receive and consider the financial report, together with the directors' report (including the remuneration report) and the auditor's report for the financial year ended 30 June 2012.

In compliance with section 315 of the Corporations Act, these reports are available in PDF format at the Investor Information section of the Company's website at: www.oilex.com.au. If you wish to receive hard copies of these reports, please send a written request to Company Secretary, at Oilex Ltd, Level 1, 660 Newcastle Street, Leederville, WA 6007.

RESOLUTIONS

1. Adoption of Remuneration Report

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

"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the period ended 30 June 2012 be adopted."

Note: The vote on Resolution 1 will be advisory only and will not bind the Directors or the Company. The Directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company's remuneration policies. If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

2. To re-elect Mr Max Cozijn as a non - executive Director

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

"That Mr Max Cozijn, who retires by rotation as a Director in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be and is hereby re-appointed as a director of the Company."

Voting Exclusion Statements: The Company will disregard any votes cast on Resolution 1 by, or on behalf of:

(a) a member or a former member of the key management personnel (KMP) whose remuneration details are disclosed in the remuneration report for the period ended 30 June 2012; and

(b) a closely related party of such a KMP, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the Proxy Form. A closely related party includes close family members and companies the KMP controls. 

If you appoint the Chairman as your proxy and wish to support the Resolutions, please mark "X" in the box as provided in Section A on the Proxy Form.

The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1 & 2.

However the Company will not disregard a vote on Resolution 1 or 2 if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

All members are invited to attend.

An Explanatory Memorandum to Shareholders (Annexure A) accompanies this Notice of Meeting.

By Order of the Board

David Peterson

Company Secretary

10 October 2012

PROXIES - The Notice of Annual General Meeting can be viewed in hardcopy form (including proxy form) on the Company's website.

1. A Proxy Form is enclosed with this Notice of Meeting.

2. Each member who is entitled to attend and cast a vote at the Annual General Meeting may appoint a proxy. A proxy need not be a member.

3. A member who is entitled to cast 2 or more votes at the Annual General Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies you must use a separate proxy form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of on the proxy forms. If you wish to appoint more than 1 proxy you should photocopy the enclosed proxy form or request an additional proxy form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.

4. An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are:

·; deposited at the Company's registered office at Level 1, 660 Newcastle Street, Leederville, Western Australia;

·; sent by facsimile to the Company at fax number (08) 9485 3290; or

·; deposited at the Company's share registry, Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, Western Australia, 6153;

by 3.00 pm (WST) on Monday 12 November 2012, being not less than 48 hours before the commencement of the Annual General Meeting (or any adjournment of that meeting), as the case may be, at which the person named in the instrument proposes to vote.

5. An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.

6. A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the Annual General Meeting, including authority under which their appointment is signed, unless previously given to the Company.

7. In accordance with regulation 7.11.37 of the Corporations Regulations 2001, the Company has determined that the shareholding of each person for the purposes of determining entitlements to attend and vote at the Annual General Meeting will be the entitlement of that person set out in the Company's register as at 5.00pm (WST) on Monday 12 November 2012. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

GLOSSARY

Words which are defined in the Explanatory Memorandum have the same meaning when used in this Notice of Meeting unless the context requires otherwise. For assistance in considering the Notice of Meeting and Explanatory Memorandum, the following words are defined here:

"A$" means Australian dollars.

"Annual General Meeting or Meeting" means the annual general meeting of the Company convened under the Notice of Meeting.

"ASX" means ASX Limited ACN 008 624 691 and where the context requires, the financial market operated by ASX Limited trading as the Australian Securities Exchange.

"Board" means the board of Directors of the Company.

"Company" means Oilex Ltd ABN 50 078 652 632.

"Constitution" means the constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company from time to time.

"Explanatory Memorandum" means the explanatory memorandum accompanying this Notice of Meeting as Annexure A.

"Listing Rules" means the listing rules of ASX.

"Notice of Meeting" means this notice of annual general meeting.

"Option" means an option to acquire a Share.

"Proxy Form" means the proxy form accompanying the Notice of Meeting.

"Resolution" means a resolution set out in the Notice of Meeting.

"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, being the time in Perth, Western Australia.

ANNEXURE A 

OILEX LTD

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held on First Floor, The Celtic Club, 48 Ord Street, West Perth, Western Australia on 14 November 2012.

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.

BUSINESS OF THE MEETING

Financial and other reports

Section 317 of the Corporations Act requires the Directors of the Company to put before the Annual General Meeting the financial report, directors' report (including the remuneration report) and the auditor's report for the last financial year that ended before the Annual General Meeting.

In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to those reports but no formal resolution to adopt the reports will be put to Shareholders at the Annual General Meeting (save for Resolution 1 in respect of the adoption of the remuneration report).

Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor's report. In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or the Company's auditor about:

·; the preparation and content of the auditor's report;

·; the conduct of the audit;

·; accounting policies adopted by the Company in relation to the preparation of the financial statements; and

·; the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Annual General Meeting to the registered office of the Company.

A copy of Oilex Ltd's Annual Report 2012 is available in the Investor Information section of the Company's website at: www.oilex.com.au.

Section 250R of the Corporations Act requires that a resolution to adopt the remuneration report must be put to the vote at the Annual General Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

The remuneration report is set out in pages 29 to 36 of the Company's Annual Report 2012, which is available on the Investor Information section of the Company's website at www.oilex.com.au.

In accordance with section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the remuneration report at the Annual General Meeting.

The Directors will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the Company's remuneration policies.

If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.

The Board unanimously recommends that members vote in favour of Resolution 1.

In accordance with Rule 5 of the Company's Constitution and ASX Listing Rule 14.4, a Director cannot hold office for more than 3 years without retiring by rotation. Having been last re-appointed as a Director on 26 November 2009 Mr Cozijn is to retire by rotation at the Annual General Meeting, and being eligible, offers himself for re-election as a Director.

Mr Cozijn is based in Perth, Western Australia and has provided the following information in relation to his qualifications and experience:

Full Name: Max Dirk Jan Cozijn

Qualifications: Bachelor of Commerce, ASA

Professional Membership: MAICD

Mr Cozijn was appointed as a Director of Oilex Ltd on 6 June 1997 and is based in Perth, Western Australia. He has held the position of Chairman since the Company listed on the ASX in 2003. Mr Cozijn has over 30 years experience in the administration of listed mining and industrial companies. He is a Non-Executive Director of Carbon Energy Limited and Energia Minerals Limited, and Chairman of Malagasy Minerals Limited and is a director of various private companies.

Mr Cozijn, or his nominees, holds the following Oilex Ltd securities;

1,400,000 Shares

1,000,000 Unlisted Options

200,000 Listed Options.

During the last three years Mr Cozijn has been a director of the following listed companies:

·; Carbon Energy Limited (from September 1992 to current)

·; Malagasy Minerals Limited (from September 2006 to current)

·; Energia Minerals Limited (listed on ASX 24 December 2009) (from 13 May 1997 to current)

·; Magma Metals Limited (from June 2005 to 25 June 2012)

The Board, excluding Mr Cozijn, recommends that members vote in favour of Mr Cozijn's re-election as a Director.