ADSLOT LTD. — AGM Information 2011

Oct 27, 2011

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WEBFIRM GROUP LIMITED

ABN 70 001 287 510

NOTICE OF MEETING

30 November 2011 at 3.30pm (AEST)

TO BE HELD AT

The offices of BDO (Australia) Ltd Level 30, 525 Collins Street, Melbourne, Victoria

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 any matters relating to this Notice of Meeting please contact Brendan Maher, Company Secretary on +61 (0)3 8695 9104.

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WEBFIRM GROUP LIMITED ABN 70 001 287 510

NOTICE OF ANNUAL GENERAL MEETING Wednesday 30 November 2011

Notice is given that the Annual General Meeting of the Shareholders of Webfirm Group Limited (‘ Company ’ or ‘ Webfirm ’) will be held at the offices of BDO (Australia) Ltd, Level 30, 525 Collins Street, Melbourne, Victoria, on Wednesday 30 November 2011 at 3:30pm (AEST).

ORDINARY BUSINESS

1. Financial statements and reports

To receive and consider:

• the Financial Report;

• the Directors' Report; and

• the Auditor's Report,

for the financial year ended 30 June 2011.

2. Remuneration report (Resolution 1)

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

That the Remuneration Report as set out in the Annual Report of the Company for the financial year ended 30 June 2011 be adopted.

Note: The vote on this resolution is advisory only and does not bind the Company or its directors.

3. Re-election of Mr Adrian Giles as a director (Resolution 2)

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

That Mr Adrian Giles, a director retiring by rotation in accordance with clause 58.1 of the Company’s constitution, and being eligible, be re-elected as a director of the Company.

4. Re-election of Ms Tiffany Fuller as a director (Resolution 3)

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

That Ms Tiffany Fuller, a director appointed during the year to fill a casual vacancy, and being eligible, be re-elected as a director of the Company.

SPECIAL BUSINESS

5. Renewed approval of employee incentive schemes (Resolution 4)

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

• 5.1 That the employee share scheme comprising the Webfirm Group Limited Share Option Plan and the Webfirm Group Employee Share Trust be approved for the purposes of sections 257B and 260C of the Corporations Act and all other purposes.

• 5.2 That all issues of securities under the Webfirm Group Limited Share Option Plan, the terms of which are described in the Explanatory Notes, be approved as an exception to Listing Rule 7.1 and for all other purposes.

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PROXY NOTES

• A member entitled to attend and vote at the meeting has a right to appoint a proxy.

• The proxy need not be a member of the Company.

• A member who is entitled to cast two or more votes may appoint up to two proxies and, in the case of such an appointment, may specify the proportion or number of votes each proxy is appointed to exercise.

• If a member appoints two proxies and the appointment does not specify the proportion or number of the member’s votes which each proxy may exercise, each proxy may exercise half of the votes.

• The proxy form included in this Notice of Annual General Meeting must be signed by the member or the member’s attorney. Proxies given by corporations must be signed under the hand of a duly authorised officer or attorney.

• To be valid, the form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or a certified copy of it) must be lodged with the Share Registry - Computershare Investor Services Pty Limited at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria 3067, using the reply paid envelope supplied or by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) or online at www.investorvote.com.au as soon as possible and in any event not later than 48 hours prior to the time appointed for the Annual General Meeting.

• Shareholders should refer to the Explanatory Statement, which accompanies and forms part of this Notice of General Meeting for information regarding each Resolution.

DIRECTED AND UNDIRECTED PROXIES

• A proxy may decide whether to vote on any Resolution, except where the proxy is required by law or the Company's constitution to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit (other than as noted below).

• If you choose to appoint a proxy, the Board encourages you to direct your proxy how to vote on Resolution 1 (Remuneration Report) by marking either “For”, “Against” or “Abstain” for this item of business on the proxy form.

• If you sign the enclosed proxy form and do not specify an individual or body corporate as your proxy, you will have appointed the chairperson of the Annual General Meeting as your proxy. In that case, your Shares will not be voted on Resolution 1 (Remuneration Report) unless you direct the chairperson how to vote as your proxy by marking the appropriate box on the proxy form.

• The chairperson will vote undirected proxies in favour of all of the proposed Resolutions, other than Resolution 1 (Remuneration Report). Any undirected proxies held by the chairperson, any other director of the Company, any other of the Company’s key management personnel or any of their closely related parties, will not be voted on Resolution 1 (Remuneration Report). “Key management personnel” of the Company for the financial year ended 30 June 2011 are identified in the Remuneration Report, which forms part of the Company’s 2011 Annual Report. The “closely related parties” of the Company’s key management personnel are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

DETERMINATION OF VOTING ENTITLEMENTS

In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) , for the purpose of the meeting, only persons holding Shares at 7.00pm (AEST) on 28 November 2011 will be treated as Shareholders. This means that only those persons who are the registered holders of Shares at that time will be entitled to attend and vote at the Annual General Meeting.

VOTING EXCLUSION STATEMENT

In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by the Company’s key management personnel or any of their closely related parties.

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REQUIRED VOTING MAJORITIES

All Resolutions are proposed as ordinary resolutions. Accordingly, the passage of each of the Resolutions requires approval by a simple majority of the votes cast by members present and voting at the Annual General Meeting, whether in person or by proxy.

Dated: 28 October 2011

By Order of the Board Brendan Maher Company Secretary

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WEBFIRM GROUP LIMITED ABN 70 001 287 510

EXPLANATORY STATEMENT

PURPOSE OF INFORMATION

The purpose of this Explanatory Statement (which is included in and forms part of the Notice of Annual General Meeting dated 28 October 2011) is to provide Shareholders with an explanation of the business and the Resolutions to be proposed and considered at the Annual General Meeting ( Meeting ) of the Company which is to be held on Tuesday 30 November 2011 at 3:30pm at the offices of BDO (Australia) Ltd, Level 30, 525 Collins Street, Melbourne, Victoria. The information in the Explanatory Statement will also assist Shareholders to determine how they wish to vote on each Resolution.

FINANCIAL STATEMENTS AND REPORTS

Pursuant to the Corporations Act, the directors of a public company that is required to hold an annual general meeting must table the financial statements and reports of the Company (including the Directors' Report and Auditor's Report) for the previous financial year before the Shareholders at that annual general meeting.

Shareholders have been provided with all relevant information concerning the Company's financial statements, the Directors' Report and Auditor's Report in the Annual Report of the Company for the year ended 30 June 2011. A copy of the Annual Report has been forwarded to each Shareholder (other than those Shareholders who have previously elected not to receive the Annual Report, whether in paper form or electronically). Any Shareholder who has made this election and now wishes to receive a paper or electronic copy of the Annual Report should contact the Company to arrange receipt.

The Annual Report can also be viewed, printed and downloaded from the Company's website www.webfirmgroup.com. A copy of the financial statements, the Directors' Report and the Auditor's Report will be tabled at the meeting.

Shareholders should note that the sole purpose of tabling the financial statements and the reports of the Company at the Meeting is to provide Shareholders with the opportunity to ask questions or discuss matters arising from the financial statements and/or the reports at the meeting. It is not the purpose of the meeting that the financial statements or the reports be accepted, rejected or modified in any way. Further, as it is not required by the Corporations Act, no resolution to adopt, receive or consider the Company's financial statements or the reports (other than the Remuneration Report) will be put to the Shareholders at the Meeting.

Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on the financial statements and the reports. The Company's auditor will also be available to receive questions and comments from Shareholders about the preparation and content of the financial statements and the Auditor's report and the conduct of the audit generally.

Further, any Shareholder entitled to cast a vote at the Meeting may submit written questions to the auditor if:

• (a) the question is relevant to:

• (i) the content of the Auditor’s report to be considered at the Meeting; or

• (ii) the conduct of the audit of the 2011 financial report to be considered at the Meeting; and

• (b) the Shareholder gives the question to the Company no later than 5 business days before the day on which the Meeting is to be held.

Where appropriate, and practical to do so, the Company may provide answers to any such written questions at the Meeting.

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REMUNERATION REPORT (Resolution 1)

The Directors’ Report for the year ended 30 June 2011 contains a Remuneration Report, which sets out the policy for remuneration of its officers and senior employees.

The Corporations Act (section 250R(2)) requires that each listed company put a resolution to its shareholders at its annual general meeting that its remuneration report be adopted. The Corporations Act expressly provides that the vote is advisory only and does not bind the directors or the company.

The Board will consider 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 AGMs, Shareholders will be given the opportunity to vote at the second of those AGMs on a resolution that another meeting be held within 90 days at which all of the Company’s directors (other than the Managing Director) must stand for re-election.

Any undirected proxies held by the chairperson of the meeting, other directors or other key management personnel or any of their closely related parties will not be voted on Resolution 1.

“Key management personnel” of the Company for the financial year ended 30 June 2011 are identified in the Remuneration Report, which formed part of the Annual Report. The “closely related parties” of the Company’s key management personnel are defined in the Corporations Act, and include certain of their family members, dependants and companies they control.

If you choose to appoint a proxy, the Board encourages you to direct your proxy how to vote on Resolution 1 by marking either “For”, “Against” or “Abstain” for this item of business on the proxy form.

Resolution 1 is put to the Shareholders at the Meeting in fulfilment of the obligations of the Company under section 250R(2) of the Corporations Act.

Shareholders attending the Meeting will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Recommendation

The Directors make no recommendation with respect to voting on Resolution 1.

RE-ELECTION OF MR ADRIAN GILES AS DIRECTOR (Resolution 2)

Introduction

Clause 58.1 of the Company's constitution requires one third of the directors (other than the Managing Director) to retire by rotation at each annual general meeting. Accordingly, Mr Adrian Giles retires from office and, being eligible, offers himself for re-election.

Biographical details of Mr Adrian Giles

Biographical details of Mr Adrian Giles are set out below.

Adrian Giles is an entrepreneur specialising in the internet and information technology industry. In 1997, Adrian co-founded Australia's first search engine optimisation company, Sinewave Interactive, with fellow entrepreneur Andrew Barlow. In 1998 Adrian and Andrew co-founded Hitwise. Hitwise grew over 10 years to become one of the most recognised global internet measurement businesses with over 300 staff and operating successfully in the USA, UK, Australia, NZ, Hong Kong and Singapore. By monitoring more than 25 million internet users via more than 40 ISP relationships worldwide, Hitwise provided competitive ratings of the most popular businesses across more than 160 industries and in 6 key markets.

Whilst positioning the company for a NASDAQ listing in early 2007 Hitwise was sold to Experian (LSE: EXPN) for USD$240m. Throughout its growth Hitwise was ranked by Deloitte’s as one of the fastest growing IT companies in the Asia Pacific region for five consecutive years. Hitwise was also a

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winner of the Victorian Small Business Awards; was awarded the ‘Most Innovative Digital Business’ in the UK for 2004; and was a finalist as ‘Most Innovative Company’ at the 2005 American Business Awards in New York.

Adrian was also a finalist in the 2003 Australian ‘Entrepreneur of the Year’ awards. Adrian is the Managing Director of Yarra Ventures an advisory and private investment fund he formed after the sale of Hitwise.

Recommendation

The Board recommends that Shareholders vote in favor of Resolution 2.

RE-ELECTION OF MS TIFFANY FULLER AS DIRECTOR (Resolution 3)

Introduction

Clause 57.1 of the Company's constitution allows the Directors, in any year, to appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. A Director appointed under this clause will hold office until the next annual general meeting of the Company, when the director may be reelected (but will not be taken into account in determining the number of directors who must retire by rotation). Ms Tiffany Fuller was appointed during the year pursuant to clause 57.1 and must now retire at the 2011 Meeting.

Ms Tiffany Fuller is eligible for re-election and seeks re-appointment as a Director.

Biographical details of Ms Tiffany Fuller

Biographical details of Ms Tiffany Fuller are set out below.

Ms Fuller is a qualified Chartered Accountant who has a 20 year career across Chartered Accounting, Corporate Finance, Investment Banking and Private Equity. Ms Fuller joined Rothschild Australia in 1997 in the Investment Banking Group after 8 years at Arthur Andersen in Audit, Corporate Finance and Management Consulting in Australia, UK and the United States.

At Rothschild, Ms Fuller advised various public and private clients, was responsible for managing a Microcap Fund on behalf of a number of Australia’s large superannuation funds, and was a founding director of the Rothschild e-Fund, a technology focused venture capital fund. In her roles Tiffany has worked closely with emerging technology companies at Board level and as corporate adviser. Tiffany is Chair of the Audit & Risk Committee. Tiffany is also a Non Executive Director of Car Parking Technologies Limited.

Recommendation

The Board recommends that Shareholders vote in favor of Resolution 3.

RENEWED APPROVAL OF EMPLOYEE INCENTIVE SCHEMES (RESOLUTION 4)

The Company has established an employee incentive scheme comprising the Webfirm Group Limited Share Option Plan and the Webfirm Group Employee Share Trust.

Webfirm Group Limited Share Option Plan

At the 2009 Annual General Meeting, Shareholders reapproved the Webfirm Group Limited Share Option Plan ( Scheme ). The Scheme provides for the issue of Shares and Options to management or other employees of the Company ( Eligible Employees ). Since that approval was given, the Company has issued 1,720,000 Shares to Eligible Employees under the Scheme. Although the Company is not required to seek re-approval of the Scheme under Listing Rule 7.1 (Exception 9) until next year, the Company has decided to move the re-approval forward a year to align it with the approval of the Trust.

A summary of the terms of the Scheme are set out in Annexure A. A copy of the Scheme may be inspected at the offices of the Company and will be available for inspection at the Meeting.

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Since 28 July 2010, the Board has ceased issuing Options to Eligible Employees under the Scheme, as it believes that Options are no longer the most effective way to remunerate Eligible Employees when considering the overarching principles of the Company’s Long Term Incentive Plan.

It is important to note that no securities (Shares, Options or other securities convertible into Shares) may be issued to a Director without Shareholder approval of the number of the Shares or Options to be issued and the terms of issue.

The Scheme gives the Board significant flexibility in determining the terms and conditions of issue of securities to the Company's senior management and employees generally. The Board also has flexibility over a range of aspects of the Scheme including administration of the Scheme. The rules of the Scheme ( Rules ) articulate the Board's powers for administering the Scheme and give the Board a number of discretions to facilitate the management of the Scheme. The Rules are subject to the overriding requirements of the Corporations Act and the Listing Rules.

A copy of the Rules may also be inspected at the offices of the Company and will be available for inspection of the Meeting.

The Board’s current intention is for the Company to issue Shares to Eligible Employees on the terms set out below.

• (a) Eligible Employees may be entitled to an award of Shares each year as determined by the Board.

• (b) Any Shares issued to Eligible Employees will be held on Trust (see below) for at least 2 years, subject to any early vesting as outlined below. The 2 year period is a service period required to be met by the Eligible Employee and will be set by the Board upon issue of the Shares ( Service Period ). If this service period is not met, the Shares will be forfeited by the Eligible Employee.

• (c) The Board will set key performance indicators ( KPI’s ) for each Eligible Employee at the start of each financial year. At the start of each financial year the Board will also set a maximum long term incentive ( LTI ) amount for each Eligible Employee. At the end of each financial year, the Eligible Employee’s performance will be assessed against the KPI’s and the Board will determine if the LTI amount is appropriate or if another (lower) LTI should be applied to the Eligible Employee. The LTI amount will then be divided by the 5 day VWAP share price for the 5 days post announcement of the annual results (which occurs in late August) to determine how many Shares the Eligible Employee is entitled to receive. The Shares issued to the Eligible Employee will be held on Trust for the Service Period.

• (d) The issue of the Shares to Eligible Employees under the Scheme is likely to occur in early September each year.

• (e) After the expiration of the Service Period, the Eligible Employee is entitled to receive the amount of Shares for which the Service Period has expired.

• (f) If the Eligible Employee: (i) dies or becomes totally and permanently disabled during the Service Period the shares will vest in the Eligible Employee or their personal representative;

• (ii) ceases to be employed due to redundancy or retrenchment the shares will vest in the Eligible Employee;

• (iii) ceases to be employed for any other reason they forfeit the Shares.

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Regulatory Requirements

Under Listing Rule 7.1, a listed company needs the prior approval of its shareholders for an issue of its securities (shares, options or other securities convertible into shares) if the securities will, when aggregated with the securities issued by the company during the previous 12 months, exceed 15% by number of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.2 (Exception 9) states that Listing Rule 7.1 will not apply to an issue of securities by a company under an employee incentive scheme if, in the three years before the date of issue of the securities, the members of that company have approved the issue of securities under that employee incentive scheme as an exception to the general rule.

Accordingly, Shareholders are asked to approve the Scheme so that issues of securities under the plan are approved as an exception to Listing Rule 7.1.

Note that Exception 9 to Listing Rule 7.1 is only available if there has been no change to the number or terms of the securities to be issued, the mechanism for pricing or payment or any other material terms of the Scheme. The Board is of the view that application of the Scheme has not been changed in such a way as to alter the terms of the Scheme and therefore fall outside of Exception 9.

Webfirm Group Employee Share Trust

The Company intends to establish the Webfirm Group Employee Share Trust ( Trust ) to enable the Company to administer the Scheme. Where an Eligible Employee is entitled to be issued Shares under the Scheme the Shares will be acquired by the Trustee for the benefit of the Eligible Employee then (subject to any vesting conditions being met) subsequently transferred to the Eligible Employee (in accordance with the terms of their issue). The Trust may also be used in relation to other, yet to be established, employee incentive arrangements.

The Company intends to provide or procure funding to the Trustee for the acquisition of Shares that are issued pursuant to the Scheme. In certain circumstances unallocated Shares held by the Trustee may be bought back by the Company.

Financial Assistance

Section 260A of the Corporations Act provides that a company may financially assist a person to acquire shares in the company or a holding company of the company only if:

• (a) giving the assistance does not materially prejudice: (i) the interests of the company or its shareholders; or (ii) the company’s ability to pay its creditors; or

• (b) the assistance is approved by the shareholders under section 260B; or (c) the assistance is exempted under section 260C.

Section 260C of the Corporations Act provides for certain specific instances of exempted financial assistance, including an exemption for an employee share scheme that has been approved by a resolution passed at a general meeting of the company (section 260C(4)).

The Company will either provide or procure financial assistance to the Trustee for the acquisition of shares that are issued pursuant to the Scheme for the benefit of Eligible Employees.

It is proposed that the employee share scheme comprising the Scheme and the Trust be approved by Shareholders for the purposes of section 260C of the Corporations Act.

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Employee share scheme buy-back

Section 257B of the Corporations Act sets out the procedure for various forms of share buy-back, including an ‘employee share scheme buy-back’. The Company may (in general terms) undertake an employee share scheme buy-back of less than 10% of the shares in the Company without further Shareholder approval if the employee share scheme has been approved by Shareholders.

Under the Scheme Rules, Shares held by the Trustee may be bought back by the Company under a range of circumstances including forfeiture.

It is proposed that the employee share scheme comprising the Scheme and the Trust be approved by Shareholders for the purposes of section 257B of the Corporations Act.

Approval of the Scheme and the Trust

The Board believes that the approval of the Scheme will continue to:

• (a) encourage employees to focus on creating value for Shareholders;

• (b) link reward with the achievement of long term performance in the Company;

• (c) encourage employees to remain with the Company by providing them with the opportunity to hold a financial stake in the Company; and

• (d) assist in the Company attracting high caliber employees.

Recommendation

The Board recommends that Shareholders vote in favour of Resolution 4.

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HOW TO VOTE

To vote on the Resolutions, Shareholders will need to follow these steps:

EITHER: Complete the Form of Proxy and return it by facsimile or mail ( to be received no later than 3.30pm on 28 November 2011 ) to the following office or facsimile number:

Computershare Investor Services Pty Limited:

Online at: www.investorvote.com.au By Mail: GPO Box 242, Melbourne VIC 3001 By delivery: Yarra Falls, 452 Johnston Street, Abbotsford, Victoria By facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

OR Attend the Meeting.

Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

QUERIES

If you have any queries about the Meeting, the financial statements to be put to the Meeting or the Resolutions being considered, please contact the Company Secretary, Mr Brendan Maher, on (+61 3) 8695 9104.

Dated: 28 October 2011

By Order of the Board Brendan Maher Company Secretary

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GLOSSARY

In this Explanatory Statement the following terms have the following meanings unless the context otherwise requires:

AEST	Australian Eastern Standard Time (or Summer Time, as the case may be).
AGM	an annual general meeting of the Company.
ASX	ASX Limited.
Board	the board of Directors of the Company.
Chairman	Chairman of the Company.
CompanyorWebfirm	Webfirm Group Limited ACN 001 287 510.
Corporations Act	Corporations Act 2001(Cth).
Director	a director of the Company.
Explanatory Statement	the Explanatory Statement accompanying and forming part of the Notice
	of Meeting.
Listing Rules	the Official Listing Rules of ASX.
Meeting	means the annual general meeting of Shareholders (convened by the
	Notice) to be held on 30 November 2011 at 3.30pm (AEST).
Notice	the Notice of Meeting and the accompanying Explanatory Statement.
Resolution	a resolution set out in the Notice.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a shareholder of the Company.
Trust	Webfirm Group Employee Share Trust.
Trustee	the trustee of the Trust.

Annexure A

Webfirm Group Limited Share Option Scheme (Scheme) – Summary of Terms

1

Eligibility and Upper Limit of issue of share and options

• (a) The Scheme will enable the board of directors of the Company to issue Shares and/or options under the Scheme to directors, employees and consultants of the Company and its subsidiaries and other entities nominated by the Company's Board.

This will enable Board to provide medium to long term incentives to those employed or engaged by entities in which the company takes a controlling or significant interest.

• (b) The maximum number of Shares and options over Shares that can be issued or granted under the Scheme is 20% of the Company's issued capital on a fully diluted basis.

2 Shares

• (a) The Scheme gives the Board the ability to issue Shares with an issue price of an amount of not be less than 80% of the market value of the Company's Shares at the date of offer (unless the Board determines otherwise).

• (b) Shares issued under the Scheme will have voting and dividend rights, and the right to participate in further issues pro-rata to all ordinary shareholders.

• (c) The Company will apply for listing of all Shares issued under the Scheme.

• (b) The Board may include in the terms of any offer of Shares or options under the Scheme a restriction having the effect of preventing the holder from disposing of Shares acquired under the Scheme (whether acquired outright or on exercise of options issued under the Scheme) and/or a condition that could result in the holder forfeiting ownership of such Shares in defined circumstances.

3 Options

• (a) Under the Scheme the Board has the power to issue options to subscribe for Shares and has the power to determine terms of issue, including the exercise price and their expiry date, (i.e. the date on which any unexercised options lapse) subject to a maximum option period of 10 years.

• (b) Under the Scheme, the Board may issue options with an exercise price of an amount that must be greater than or equal to 80% of the market value of the Shares at the date of offer, unless otherwise determined by the Board.

• (c) Options will not be quoted on the ASX, and options not yet exercised shall not have the right to participate in any further issues to shareholders (unless exercised).

• (d) The Board may issue options with a vesting restriction having the effect that the options can only be exercised after a specified date or specified event and only if and for so long as the holder remains employed / engaged after that date.

This will allow the Board to issue options on terms which create an incentive, not just to increase the Company's share price, but also for the holder to remain employed for a minimum length of time.

• (e) All options that have not vested shall lapse immediately on the cessation of employment / engagement and / or in such other circumstances as set out in the conditions of issue of the options. Further, if the holder's employment or office is terminated for cause – for example,

for conduct that is fraudulent or dishonest or in material breach of his duties to the Company, all options, whether vested (and not exercised) or unvested shall lapse immediately.

• (f) In the event of a take over, merger or placement resulting in a person or entity controlling more than 50% of the issued capital of the Company, the holder would be released from any restriction on exercising options (such as a vesting restriction mentioned above).

The Board consider that a take over or change in control of this kind is such a significant change to the Company that holders should be able to exercise their options and accept the offer or otherwise participate in the benefit of the offer / merger as shareholders.

• (g) If there is a re-organisation of the share capital of the Company, the option terms (including the exercise price or the number of Shares that can be acquired on the exercise of each option) may be adjusted to reflect the effects of the re-organisation, pursuant to the relevant ASX Listing Rules and as appropriate to the kind of re-organisation being undertaken. Subject to any such re-organisation, upon the exercise of options one ordinary fully paid share is to be issued for each option exercised.

• (h) Unless otherwise permitted by the terms of an offer or by the Board, options issued under the Scheme will always be non-transferable. This ensures that the benefits of the options will remain with the holder unless a transfer is specifically authorized.

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Loans

• (a) The Board may offer loans under the Scheme, either interest free or on an interest bearing basis, and either to fund the acquisition or Shares outright, or the acquisition of Shares on the exercise of options issued under the Scheme.

• (b) Unless otherwise determined by the Board, loans must not be for an amount exceeding 80% of the issue price of Shares (in effect, 80% of the exercise price of options) nor for a term of more than five years.

• (c) Loans may be repaid from dividends or by some other method as determined by the Board from time to time, and loans must be repaid, immediately on the cessation of employment / engagement in circumstances where the participant/eligible participant is prescribed by the Board within constraints set out in the Scheme.

• (d) The Board may determine the precise method by which any outstanding loan and interests are to be secured.

• 5 General

  • (a) The Board have flexibility over a range of aspects of the Scheme including administration. The Rules articulate the Board's powers for administering the Scheme and give the Board a number of discretions to facilitate the management of the Scheme.

  • (b) The Rules are subject to the overriding requirements of the Corporations Act and the ASX Listing Rules.

  • (c) A copy of the Scheme Rules may be inspected at the offices of the Company and will be available for inspection of the Meeting.