ADSLOT LTD. — Proxy Solicitation & Information Statement 2010

Sep 23, 2010

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Webfirm Group Limited 23 Union St, South Melbourne www.webfirm.com ABN: 70 001 287 510 Victoria 3250 Australia T: +61 (0) 3 8695 9199 ASX: WFM E: info@webfirmgroup.com F: +61 (0) 3 9696 0700

A S X A N N O U N C E M E N T

Extraordinary General Meeting

24 September 2010

Webfirm Group Limited (ASX:WFM; ‘Webfirm’) wishes to advise that it will be holding an Extraordinary General Meeting of Shareholders at 10:00am, 25 October 2010 at the offices of Minter Ellison Lawyers, Level 23, Rialto, 525 Collins Street, Melbourne Victoria.

The following Notice of Meeting, Explanatory Statement and Proxy Form will be sent to Shareholders today.

The directors of Webfirm wish to invite all Shareholders to attend this meeting, or for those Shareholders unable to attend in person, you are encouraged to complete the Appointment of Proxy.

All enquiries regarding this Notice of Meeting should be directed to Damian Element, Company Secretary, on 03 8685 9104.

-ends-

Investor Relations: Damian Element Company Secretary Phone: 0416 286 642 Email: damian.element@webfirmgroup.com

Media: David Burden Chief Executive Officer Phone: 0407 443 344 Email: david.burden@webfirmgroup.com

About the Webfirm Group

Webfirm Group Limited (ASX:WFM) is an innovative Internet technology and marketing company that maximises online profitability for its customers. The company operates two main divisions. The Adslot division provides patented advertising sales automation services that reduce selling costs and increase premium advertising revenue for its publisher clients. The company’s Webfirm division offers the complete spectrum of online marketing services including web design and development, website optimisation, hosting, search and social marketing and e-commerce services; the division also delivers premium quality search monetisation solutions. With more than 60 staff across Melbourne, Sydney and Perth, the Webfirm Group continues to develop innovative products and services aimed at helping customers maximise their online investment. More information at www.webfirmgroup.com

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WEBFIRM GROUP LIMITED

ABN 70 001 287 510

NOTICE OF MEETING

25 October 2010 at 10.00am (AEST)

TO BE HELD AT

The offices of Minter Ellison Lawyers Level 23, Rialto, 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 in this Notice of Meeting please do not hesitate to contact Damian Element, Company Secretary on +61 03 8695 9104.

Webfirm Group Limited 23 Union St, South Melbourne www.webfirmgroup.com ABN: 70 001 287 510 Victoria 3250 Australia T: +61 (0) 3 8695 9199 ASX: WFM E: info@webfirm.com F: +61 (0) 3 9696 0700

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24 September 2010

Dear Shareholder

Please find enclosed the following documents in relation to a general meeting of shareholders of Webfirm Group Limited (Company) to be held at the offices of Minter Ellison Lawyers, Level 23 Rialto, 525 Collins Street, Melbourne, Victoria at 10.00am (AEDT) on 25 October 2010:

• (a) Notice of Meeting (together with an Explanatory Statement); and

• (b) Proxy Form (together with proxy instructions).

The meeting is being convened for the purpose of seeking shareholder approval of resolutions which, if approved, will ratify the recent issue of shares by the Company.

The details of the proposed resolutions are set out in the Explanatory Statement that accompanies and forms part of the Notice of Meeting. The Directors commend the resolutions for your support.

If you are not able to attend the Extraordinary General Meeting in person, you are urged to complete and lodge the enclosed Appointment of Proxy.

Yours sincerely

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Damian Element Company Secretary WEBFIRM GROUP LIMITED

WEBFIRM GROUP LIMITED ABN 70 001 287 510

NOTICE OF MEETING

Webfirm Group Limited (“ Company” ) gives notice that a General Meeting of the members of the Company will be held on 25 October 2010 commencing at 10.00am (AEDT) at the offices of Minter Ellison Lawyers, Level 23, 525 Collins Street, Melbourne, Victoria.

The Explanatory Statement which accompanies and forms part of this Notice of Meeting more fully describes the matters to be considered at the Extraordinary General Meeting.

AGENDA

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

1. Resolution 1 – Ratification of placements of shares

That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, the members of the Company ratify the following issues of fully paid ordinary shares (Shares) and options by the Company:

• a) 58,250,000 Shares at an issue price of $0.13 per share to the persons nominated, and on the terms and conditions set out, in the Explanatory Statement accompanying and forming part of this Notice;

• b) 4,285,714 Shares to the persons nominated, and on the terms and conditions set out, in the Explanatory Statement accompanying and forming part of this Notice;

2. Resolution 2 – Ratification of placements of options

That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, the members of the Company ratify the following issues of fully paid ordinary shares (Shares) and options by the Company:

• a) 8,500,000 Options to Anthony Dupreez, an Executive Director of the Company, on the terms and conditions set out in the Explanatory Statement accompanying and forming part of this Notice; and

• b) 3,500,000 Options to Damian Element, the Company Secretary of the Company, on the terms and conditions set out in the Explanatory Statement accompanying and forming part of this Notice.

3. Resolution 3 – Approval of issue of Shares to the Underwriter of Share Purchase Plan

That, for the purposes of ASX Listing Rules 7.1 and 7.3 and for all other purposes, the members of the Company approve the issue of fully paid ordinary shares (Shares) at an issue price of $0.13 per share to E. L. & C. Baillieu Stockbroking Ltd (and/or its nominees) on the terms and conditions set out in the Explanatory Statement accompanying and forming part of this Notice.

Date: 24 September 2010

BY ORDER OF THE BOARD

Damian Element Company Secretary

VOTING EXCLUSION STATEMENT

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the respective Resolutions by the following persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
Resolution 1 – Ratification of the Share issues	Any person who participated in any of the Share issues and any associate of any such person.
Resolution 2 – Ratification of the Options issues	Any person who participated in any of the Options issues and any associate of any such person.
Resolution 3 – Approval of the issue of Shares to the underwriter (or its nominees) of the Share Purchase Plan	Any person who may participate in the issue of the Shares and any associate of any such person.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a member who is entitled to vote and it is cast in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

NOTES

• The details of the Resolutions and other information contained in the Explanatory Statement accompanying this Notice of Meeting should be read together with the Notice of Meeting.

• Unless the context requires otherwise, if a term defined in the Explanatory Statement is used in the Notice of Meeting, it shall have the same meaning.

• In accordance with regulation 7.11.37 of the Corporations Regulations, the Company has determined that all securities of the Company that are quoted securities at 7.00pm on 23 October 2010 are to be taken, for the purpose of the above meeting, to be held by the persons who held them at that time (Entitlement Time). Only the persons holding Shares in the Company at the Entitlement Time will be entitled to attend and vote at the General Meeting on 25 October 2010.

• If a shareholder appoints the chairman of the meeting as the shareholder's proxy and does not specify how the chairman is to vote on a Resolution, subject to compliance with the Corporations Act, it is the intention of the chairman to vote on a poll, as proxy for that shareholder, in favour of each Resolution.

PROXIES

A member who is entitled to attend and vote at the meeting may appoint:

• one proxy if the member is only entitled to one vote; or

• one or two proxies if the member is entitled to more than one vote.

Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one-half of the votes, in which case any fraction of votes will be disregarded.

A proxy need not be a member of the Company.

If you require an additional proxy form, the Company will supply it on request.

The proxy form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company at least 48 hours before the time for holding the General Meeting (i.e. by no later than 10.00am on 23 October 2010) at:

• By fax: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

• By mail: Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne VIC 3001

• By delivery: Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, Australia, 3067

• Online: www.investorvote.com.au

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

Proxies given by corporate shareholders must be executed in accordance with their constitutions, or signed by a duly authorised attorney.

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 (as the case may be) in their capacity as proxy. If a proxy is directed how to vote on a Resolution, the proxy may vote on that Resolution only in accordance with that direction. If a proxy is not directed how to vote on a Resolution, a proxy may vote as he or she thinks fit.

Your proxy appointment form is enclosed.

WEBFIRM GROUP LIMITED ABN 70 001 287 510

EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement and the information included within it forms part of the Notice of Meeting and has been prepared to provide shareholders of Webfirm Group Limited (“ Company” ) with information about the items of business to be considered at the General Meeting to be held at the offices of Minter Ellison Lawyers, Level 23 Rialto, 525 Collins Street, Melbourne, Victoria on 25 October 2010 at 10.00am (AEST).

This Explanatory Statement is an important document and should be read carefully by all shareholders.

Capitalised terms in this Explanatory Statement are defined in the Glossary.

BACKGROUND

On 13 September 2010, the Company announced its intention to undertake a capital raising by way of a placement to sophisticated and professional investors (“ Placement” ) and an offer to the shareholders under the Company's Share Purchase Plan (SPP).

It is intended to raise approximately $7.5 million (before fees) by the Placement. The subscription price of the Shares offered under the Placement will $0.13 per Share. Under the SPP, the Company is expecting to raise $4.0 million. The issue price of the Shares under the SPP will be the same price as under the Placement (i.e. $0.13 per Share). Subject to the receipt of shareholder ratification of issue of the Shares under the Placement, and certain earlier issues of Shares and Options that have taken place in recent months, the capital raising under the SPP up to an amount of $4.0 million will be underwritten by E. L. & C. Baillieu Stockbroking Ltd.

The Shares forming part of the Placement were subscribed for by the sophisticated and professional investors identified and listed in this Explanatory Statement. The Shares issued under the Offer were issued by the Company within the limit of 15% of its issued capital that may be issued in any 12 month period without shareholder approval.

Prior to the Placement, the Company also undertook the following Share and Option issues (within the limit of 15% of its issued capital that may be issued in any 12 month period without shareholder approval):

• the 4,285,714 Shares to various parties (the details of which are set out in this Explanatory Statement) pursuant to the agreements for the acquisition of Full Circle Online Pty Ltd and Adimise Pty Ltd;

• the issue of 8,500,000 options to Mr Anthony Dupreez;

• the issue of 3,500,000 options to Mr Damian Element.

The purpose of Resolution 1 and Resolution 2 is to ratify the issue of above Shares and Options which, if those issues are ratified, will refresh the ability of the Company to issue further equity securities (Shares and/or /Options) up to the limit of 15% at any time in the next 12 month period without the need for prior shareholder approval.

BUSINESS OF THE MEETING RESOLUTION 1 – RATIFICATION OF THE PRIOR ISSUES OF SHARES

As indicated above, in recent months, the Company has undertaken a number of Share issues. The details of those issues is set out below:

• On 13 September 2010, the Company completed a placement of 58,250,000 Shares to sophisticated and professional investors to raise $7,572,500 (before raising expenses). at $0.13 per Share. The Placement is part of an overall strategy designed to raise new capital for the Company of up to $11.5 million (approximately). The other component of that strategy is SPP.

The recipients of Shares in the Placement were:

37,096,155 shares to Nomex Nominees Pty Ltd 13,461,538 shares to Finico Pty Ltd 1,923,077 shares to Pennilane Investments Pty Ltd 3,846,154 shares to Welas Pty Ltd

• 1,923,076 shares to Empire Beer Group Limited

The Shares comprising the Placement are fully paid ordinary shares which ranked equally with all other existing Shares from the date of issue.

The funds raised by the Placement are intended to be used by the Company for the international expansion of the Company's Adslot business and for general working capital.

• On 8 July 2010, the Company completed the purchase of Full Circle Online Pty Ltd and Adimise Pty Ltd by acquiring 100% of the shares in both entities for the consideration of 4,285,714 fully paid ordinary shares in the Company to the parties mentioned below.

The Shares were issued as consideration for the acquisition of all the issued shares in Full Circle Online Pty Ltd and Adimise Pty Ltd.

The recipients of the Shares were:

1,329,568 shares to Gallagher Ballard & Associates 1,087,830 shares to Fox Family Investments Pty Ltd 284,400 shares to Shaka Investments Pty Ltd 142,200 shares to Peta Webster 1,270,287 shares to Craig Marketing & Management Services Pty Ltd 171,429 shares to Tatnac Consulting Pty Ltd

The Shares were all fully paid ordinary shares which ranked equally with all other existing Shares from the date of issue.

As indicated above, no funds were raised by the issue of the Shares – the Shares were consideration for the purchase of 100% of the shares in Full Circle Online Pty Ltd and Adimise Pty Ltd.

Shareholder ratification

Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities made by a listed company without the prior approval of its shareholders may be treated as having been made with shareholder approval if:

• at the time the issue took place, it did not breach Listing Rule 7.1; and

• the shareholders of the company, in general meeting, subsequently ratify the issue of the shares.

Accordingly, as each of the issues of Shares referred to above was made in accordance with Listing Rule 7.1, Resolution 1 is proposed for the purpose of ratifying the issue of the respective Shares and thereby permitting the Company to issue equity securities (Shares, Options or other securities convertible into Shares) without their issue interfering with, or restricting, the ability of the Company to issue securities up to the 15% limit at any time in the next 12 month period.

Listing Rule 7.5 requires certain information concerning the issue of the Shares be included in the Notice. The relevant information for each of the issues of Shares is set out above in the information provided in respect of each such issue.

A voting exclusion statement relating to Resolution 1 is included in the Notice of Meeting.

RESOLUTION 2 – RATIFICATION OF THE PRIOR ISSUES OF OPTIONS

• On 16 February 2010, 8,500,000 Options were issued to Anthony Dupreez as part of the arrangements under which he became a Director (he subsequently joined the Board of Webfirm on 22 February 2010). The options were issued for no cash consideration and, as such, no funds were raised by the issue of the Options

The material terms of the Options were:

• (a) Each Option has an exercise price per Option of $0.053 (Exercise Price) and may only be exercised on or after vesting (if applicable) occurs.

• (b) The final exercise date of the Options is 31 January 2013.

• (c) A total of 4,250,000 Options were not subject to any vesting conditions. Those Options may be exercised.

• (d) Vesting of the remaining Options will occur if Mr Dupreez remains an employee of the Company on 16 February 2011.

• (e) All unvested Options will lapse if Mr Dupreez ceases to be an employee of the Company other than as a result of death or total and permanent disablement or Shareholder vote. In the event of death or total and permanent disablement, unvested Options will vest on a pro rata basis.

• (f) The Options will also vest in the event of a change of control of the Company (for example, in the event of a takeover or merger of the Company) prior to the occurrence of a vesting event. This will be done to permit Mr. Dupreez to accept offers for their Options.

• (g) Any Options held by Mr Dupreez will lapse, whether they are vested Options or otherwise, if the Board determines that he has acted fraudulently or dishonestly or is in serious breach of his duties to the Company.

• In addition, on 16 February 2010, 3,500,000 Options were issued to Damian Element in consideration for his services to the Company.

The material terms of the Options issued to Mr Element were the same as the terms outlined above in respect of the Options issued to Mr Dupreez, with the exception that all the Options issued to Mr Element were fully vested and, therefore, may be exercised by Mr Element (at the specified exercise price per Option of $0.053) at any time on or before the final exercise date of 31 January 2013.

Shareholder ratification

Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities made by a listed company without the prior approval of its shareholders may be treated as having been made with shareholder approval if:

• at the time the issue took place, it did not breach Listing Rule 7.1; and

• the shareholders of the company, in general meeting, subsequently ratify the issue of the shares.

Accordingly, as each of the issues of Options referred to above was made in accordance with Listing Rule 7.1, Resolution 2 is proposed for the purpose of ratifying the issue of the respective Options and thereby permitting the Company to issue equity securities (Shares, Options or other securities convertible into Shares) without their issue interfering with, or restricting, the ability of the Company to issue securities up to the 15% limit at any time in the next 12 month period.

Listing Rule 7.5 requires certain information concerning the issue of the Options be included in the Notice. The relevant information for each of the issues of Options is set out above in the information provided in respect of each such issue.

A voting exclusion statement relating to Resolution 2 is included in the Notice of Meeting.

RESOLUTION 3 – APPROVAL OF THE ISSUE OF SHARES UNDER THE SPP TO THE UNDERWRITER (OR ITS NOMINEES)

In addition to the Placement, as part of the Company's strategy to raise new capital of approximately $11.5 million to funds the Company's international expansion of its business and for general working capital, the Company is also making an offer to its Shareholders to subscribe for additional new Shares under a Share Purchase Plan (SPP).

The subscription price of the Shares offered under the SPP is the same price as under the Placement ($0.13 per Share). Under the SPP, the Company is expecting to raise $4.0 million. Subject to the receipt of shareholder ratification of issue of the Shares under the Placement, and certain earlier issues of Shares and Options that have taken place in recent months (which ratification is the subject of Resolution 1), the capital raising under the SPP up to an amount of $4.0 million will be underwritten by E. L. & C. Baillieu Stockbroking Ltd.

Listing Rule 7.1

Under Listing Rule 7.1, a listed company must not issue or agree to issue, without the prior approval of its shareholders, equity securities (ordinary shares, options or other securities convertible into ordinary shares) if the proposed issue of those 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.

If an issue of equity securities takes place with shareholder approval, the issue of those securities need not be taken into account by the listed company in calculating its 15% limit in any 12 month period.

Under ASX Listing Rule 7.2, there are certain other exceptions granted which have the effect of excluding the issue of other equity securities from inclusion in the 15% limit on new issues in any 12 month period. Subject to certain limitations, under Exception 15 in ASX Listing Rule 7.2, the shares issued by a listed company under a share purchase plan need not be taken into account by that company in calculating its 15% limit in any 12 month period. However, that exception does not apply to shares issued to the underwriter of a share purchase plan.

The effect of the carve out in Exception 15 of ASX Listing Rule 7.2 is that any Shares issued under the SPP to E. L. & C. Baillieu Stockbroking Ltd, as the underwriter (up to $4 million) of the SPP will need to be included in the calculation of the Company's 15% limit on new issues in any 12 month period unless the issue of those Shares is approved in advance by the Shareholders.

Resolution 3 is being put to obtain Shareholder approval of the issue, if required, of any Shares under the underwriting arrangements for the SPP and, thereby, again maximising the ability of the Company to issue equity securities (Shares, Options or other securities convertible into Shares) without their issue interfering with, or restricting, the freedom of the Company to issue securities up to the 15% limit at any time in the next 12 month period.

Listing Rule 7.3

Listing Rule 7.3 requires the notice of meeting at which shareholders are to consider a resolution under Listing Rule 7.1 to include specified information in relation to the equity securities proposed to be issued. This information is set out below:

• maximum number of Shares to be issued to the Underwriter - up to 30,769,230 Shares (which number of Shares assumes that no subscriptions are received from Shareholders under the SPP);

• the date by which the Company will issue the Shares - all the Shares to be issued under the underwriting arrangements will be issued shortly after the close of the Offer Period under the SPP, which is currently expected to on or about 21 October 2010. In any event, no Shares will be issued later than three month after the date of the General Meeting;

• the price at which the Shares are to be issued - $0.13 per Share;

• names of recipients of the Share - the recipients of the Shares will be the Underwriter of the SPP issue, E. L. & C. Baillieu Stockbroking Ltd, and professional and sophisticated clients of that firm that have agreed to sub-underwrite or are otherwise nominated by the Underwriter to apply for the Shares (if any) forming the shortfall under the SPP Offer;

• terms of issue - all Shares will rank equally in all respects with the existing Shares on and from the date of issue;

• the use (or intended use) of the funds to be raised - it is presently intended that the funds raised under the SPP, including by the issue of any Shares forming part of the shortfall under the SPP Offer will be used as described above to assist in the international expansion of the Company's business and for general working capital; and

• Voting Exclusion Statements - refer to Notice of Meeting.

VOTING

You are urged to consider carefully all of the information in this Explanatory Statement and then determine how you wish to vote and cast your vote accordingly.

Please refer to the voting exclusion statement in the Notice.

RECOMMENDATIONS

The Directors recommend approval of both Resolutions and that eligible Shareholders vote in favour of each Resolution.

If Shareholders cannot attend the Meeting they are urged to complete the attached Proxy Form. The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by no later than 10.00am (AEDT) on 23 October 2010.

QUERIES

If you have any queries about the Meeting or the Resolutions to be put to the Meeting, please contact the Company Secretary, Damian Element at Webfirm Group Limited on (+613) 8695 9104.

WEBFIRM GROUP LIMITED

24 September 2010

GLOSSARY

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

AEST

ASX

Australian Eastern Standard Time (or Summer Time, as the case may be)

ASX Limited.

Board the board of Directors of the Company. Chairman Chairman of the Company. Company Webfirm Group Limited ACN 001 287 510. Corporations Act Corporations Act 2001 (Cth). Director a director of the Company. Dollars, A$ or $ Australian dollars. 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 general meeting of Shareholders (convened by the Notice) to be held at 10.00am (AEDT) on 25 October 2010.

means a non-executive director of the Company.

Non-Executive Director

the Notice of Meeting and the accompanying Explanatory Statement.

Notice

Option

means an option to acquire a Share on the terms set out in this Explanatory Statement.

the placement of up to 58,250,000 Shares at $0.13 per Share.

Placement Placement Shares

the Shares offered to investors as part of the Placement.

Resolution Share Shareholder Share Purchase Plan or SPP

a resolution set out in the Notice.

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

a shareholder of the Company.

the share purchase plan proposed by the Company and announced to ASX on 16 September 2010.

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 WFM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Cast your proxy vote Review and update your securityholding

Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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For your vote to be effective it must be received by 10:00am (AEDT) Saturday, 23 October 2010

How to Vote on Items of Business

Signing Instructions for Postal Forms

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

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

Appointment of Proxy

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

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 as they choose. If you mark more than one box on an item your vote will be invalid on that item.

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.

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.

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 information tab, "Downloadable Forms".

A proxy need not be a securityholder of the Company.

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

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916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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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

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Webfirm Group Limited hereby appoint

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the Chairman of the meeting

OR

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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, as the proxy sees fit) at the Extraordinary General Meeting of Webfirm Group Limited to be held at the offices of Minter Ellison Lawyers, Level 23, Rialto, 525 Collins Street, Melbourne, Victoria on Monday, 25 October 2010 at 10:00am (AEDT) and at any adjournment of that meeting.

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Items of Business

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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.

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• 1a Ratification of placements of shares - 58,250,000 Shares at an issue price of $0.13 per share to the persons nominated

• 1b Ratification of placements of shares - 4,285,714 Shares to the persons nominated

• 2a Ratification of placements of options - 8,500,000 Options to Anthony Dupreez

• 2b Ratification of placements of options - 3,500,000 Options to Damian Element

• 3 Approval of issue of Shares to the Underwriter of Share Purchase Plan

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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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
Contact Daytime
Name Telephone Date / /
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