AMA GROUP LIMITED — AGM Information 2007

Oct 22, 2007

ALLOMAK LIMITED NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING A LLOMAK LIMITED (ACN 113 883 560)

Notice is hereby given that the second Annual General Meeting of Allomak Limited ( Company or Allomak) will be held at the Pinaroo Room 5, Level 1 The Grace Hotel, 77 York Street, Sydney at 11.30 am on the 22 November 2007.

AGENDA

Ordinary Business

1. Adoption of the Financial Statements and Reports

To receive and consider the Financial Report of the Company and the Reports of the Directors and Auditor for the financial year ended 30 June 2007.

2. Adoption of the Remuneration Report

To receive and adopt the remuneration report for the year ended 30 June 2007.

3. Appointment of Auditor

To consider and if thought fit pass the following ordinary resolution

“That PKF Chartered Accountants and Business Advisers be appointed as the Company’s Auditor”.

4. Election of Directors

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

• “(a) That John Anderson, is re-elected as a Director of the Company; and

• (b) That Mr Robert Allan, is re-elected as a Director of the Company “

5. Approval of Prior Issues of Securities

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

“That the issue of the following shares in, and options of, the Company:

• (a) 1,397,540 fully paid ordinary shares issued on 21 May 2007;

• (b) 158,261 fully paid ordinary shares issued on 21 May 2007;

• (c) 226,558 fully paid ordinary shares issued on 25 June 2007;

• (d) 226,558 fully paid ordinary shares issued on 25 June 2007; and

• (e) 13,000,000 fully paid ordinary shares issued on 11 October 2007;

on the terms specified in the explanatory notes accompanying this notice of annual general meeting, are ratified and approved for the purpose of Listing Rule 7.4 of the ASX Listing Rules.”

VOTING EXCLUSION STATEMENT

• The company will disregard any votes cast on this Resolution by:

• Any recipient of the shares (Recipient) and

• An associate of any Recipient

However, the Company need not disregard a vote if:

• 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

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

6. Approval of Placement of Securities

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 7,731,707 Ordinary Shares at an issue price of 82 cents each on the terms set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT

• The company will disregard any votes cast on this Resolution by:

• Any recipient of the shares (Recipient) and

• An associate of any Recipient

However, the Company need not disregard a vote if:

• 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

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

7. Approval of Placement of Securities

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 20,000,000 Ordinary Shares at an issue price of not less than a 10% discount to the average market price for ordinary shares in the Company calculated over a 5 day period ending on the day before the issue of shares, on the terms set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT

• The company will disregard any votes cast on this Resolution by:

• Any recipient of the shares (Recipient) and

• An associate of any Recipient

However, the Company need not disregard a vote if:

• 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

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

8. Approval of Issue of Shares for the Acquisition of Mr Gloss Holdings Pty Ltd

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

“That approval is given under Rule 7.1 of the ASX Listing Rules for the issue and allotment of up to 10,180,835 fully paid ordinary shares in the Company at an issue price of $0.605 to Mr Gloss Pty Limited.”

VOTING EXCLUSION STATEMENT

• The company will disregard any votes cast on this Resolution by:

• Mr Gloss Pty Ltd; and

• An associate of Mr Gloss Pty Ltd.

However, the Company need not disregard a vote if:

• 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

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

9. Approval for Providing Financial Assistance for the Acquisition of Shares in Mr Gloss Holdings Pty Ltd.

To consider and if thought fit pass the following special resolution:

"That in accordance with s260B(2) of the Corporations Act 2001 (Cth) ( Act ), and subject to any necessary approvals under the Act, approval be and is hereby given for the provision of financial assistance proposed to be given by Mr Gloss Holdings Pty Ltd ACN 126 285 872 ( Mr Gloss ) to assist the acquisition by the Company of all the issued shares in Mr Gloss as described in Item 9 of the Explanatory Memorandum in relation to this resolution."

10. Approval of Remuneration of Non Executive Directors

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

“That for the purposes of ASX Listing Rule 10.17, clause 14.15 of the Company’s Constitution, and for all other purposes, the maximum annual remuneration payable to all non executive directors be increased from $90,000 to $400,000 per annum.”

VOTING EXCLUSION STATEMENT

• The company will disregard any votes cast on this Resolution by:

• Any director of the Company or a subsidiary of the Company (“Relevant Director”); and

• An associate of any Relevant Director

However, the Company need not disregard a vote if:

• 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

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

11. Approval of Commercial and Social Responsibility Policy.

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

“That subject to the proper exercise by the Directors of their statutory , fiduciary and other duties and the terms of the Company’s Social Investment program (Program) Allomak invest a total of 1% of its annual earnings before interest and income tax (EBIT) in the Program.”

The terms of the Corporate Social Investment program are outlined in the explanatory notes accompanying this notice of annual general meeting.

BY ORDER OF THE BOARD

Tracey O'Neill, Company Secretary Allomak Limited

EXPLANATORY STATEMENT OF NOTICE OF ANNUAL GENERAL MEETING

Notes

Item 1 - Financial Statements and Reports

The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the financial report (which includes the financial statements and directors declaration) the directors report and auditor’s report be laid before the Annual General Meeting. There is no requirement however to members to approve the reports. Shareholders will have a reasonable opportunity at the meeting to ask questions and make comments on these reports and on the business and operations of the Company.

Item 2 - Adoption of Remuneration Report

The Company’s remuneration report is placed before the meeting and the shareholders may vote to adopt or not adopt the remuneration report. The vote on this resolution is advisory only and does not bind the directors of the Company.

Item 3 - Appointment of Auditor

PKF Chartered Accountants & Business Advisers have consented to be the new auditor of the Company. Shareholder approval is sought to their appointment.

Items 4(a) and (b) - Election of Directors

Article 15.1(c) of the Company’s Constitution provides that any person appointed as a director by the board of the Company will cease to hold office at the end of the next general meeting of the Company. As such Mr John Anderson and Mr Robert Allan will retire at the end of the meeting and being eligible for re-election at that meeting, offer themselves for re-election.

As noted above:

• (a) Mr John Anderson was appointed as Director by the board of the Company on 17 October 2007; and

• (b) Mr Robert Allan was appointed as Director by the board of the Company on 19 April 2006.

Accordingly, each of the persons named above will cease to hold office at the end of the meeting and, being eligible, offers himself/herself for re-election as a director of the Company.

Details of the candidates are set out below.

Mr John Anderson – Non-executive Director – Appointed 2007 MA, Age 50

John Anderson had served as Deputy Prime Minister for six years, and a senior Cabinet Minister for nine and a half years. He was Minister for Primary Industries and Energy from 1996 to 1998 and then Transport and Regional Services from 1998 to 2005 when he stepped aside announcing his intention to retire from public life after the next election in order to spend more time with his family and return to farming.

While in Cabinet he served on the Expenditure Review (Budget) Committee, the National Security Committee and the Standing Environment Committee. He was the architect of several major Government initiatives including Agricultural Advancing Australia, Regional Policy, Austlink (the integrated national transport plan) and the National Water Initiative (still the nation’s water management policy plan).

Mr Robert Allan – Managing Director – Appointed 19 April 2005 BSc, MBA, LLM, MAICD Age 41

Mr Allan is the founder of Allomak Ltd. He has a strong background in management consulting, venture capital, mergers and acquisitions and strategy.

Immediately prior to founding Allomak, Mr Allan was a partner in the Silicon Valley based venture capital and venture accelerator firm, EnterVentures. His venture capital experience also included time with The Anvil Group in New York and PoleStar, an early stage investment and advisory firm in Sydney.

Prior to starting his career in venture capital, Mr Allan worked with the international management consulting firm, McKinsey and Co., as well as Egon Zehnder International, in both Sydney and Palo Alto, California. Mr Allan serves on the board of a number of not-for-profit organisations including as Chairman of Bright Hope Australia.

Item 5 – Ratification and Approval of prior issues of securities

Issues of Shares and Options

The resolution contained in item 5 of the notice of annual general meeting is being put before shareholders in accordance with ASX Listing Rules 7.1 and 7.4.

Broadly speaking, ASX Listing Rule 7.1 provides that a listed company may not issue, in aggregate, securities comprising more than 15% of its fully paid ordinary shares within a twelve month period without shareholder approval.

The Company has issued the following securities in the twelve month period prior to the date of this notice of annual general meeting:

• (a) on 21 May 2007, 1,397,540 fully paid ordinary shares, at 46.01 cents per share issued to Yobaxs Pty Ltd as part of the vendor payment in the acquisition of Perth Brake Parts Pty Ltd; and

• (b) on 21 May 2007, 158,261 fully paid ordinary shares, at 47.39 cents per share issued to Stephen Douglas Brown as part of the vendor payment in the acquisition of Diesel Test Pty Ltd;

• (c) on 25 June 2007, 226,558 fully paid ordinary shares, at 45.00 cents per share issued to Habost Holdings Pty Ltd as part of the vendor payment in the acquisition of Autolac Newcastle; and

• (d) on 25 June 2007, 226,558 fully paid ordinary shares, at 45.00 cents per share issued to GJ & LA O’Brien as part of the vendor payment in the acquisition of Autolac Newcastle.

• (e) on 17 October 2007, 13,000,000 fully paid ordinary shares, at 82 cents per share issued to more than fifteen Australian institutions and several professional investors placed by Patersons Securities Limited and Southern Cross Equities Limited as part of a capital raising to broaden Allomak’s institutional shareholder base and reset gearing levels. The purpose of the funds raised was to enable Allomak to continue to pursue its well developed pipeline of acquisition opportunities. These shares will not participate in the final dividend payment of 2.2 cents per share announced on 31 August 2007 and to be paid on 21 November 2007.

Shareholder approval to the above issues of shares was not required (and was not obtained) as they constituted less than 15% of the Company’s fully paid ordinary shares. However, as a result of these issues of shares, the Company is limited as to the extent of new issues of securities which it can make in the next twelve months without shareholder approval (because of the 15% limit in ASX Listing Rule 7.1).

Under ASX Listing Rule 7.4, the Company can “renew” its ability to issue securities within the limit set out in ASX Listing Rule 7.1 by having shareholders approve the issue of securities for which shareholder approval was not obtained at the time of the issue. The Company therefore seeks shareholder approval to the issue of the shares referred to above. If approved, this will give the Company the ability to issue further securities up to 15% of its issued capital without needing to obtain shareholder approval. The board of the Company believes that this will provide the Company with the flexibility to raise additional capital as and when appropriate.

Item 6 – Approval of Placement of Securities

Introduction

The resolution seeks approval for the placement of up to 7,731,707 Shares at an issue price of 82 cents each.

ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders to enable them to consider the Resolution:

• (1) the maximum number of securities to be issued pursuant to the Resolution is 7,731,707 Ordinary Shares.

• (2) the Shares will be issued at a price of 82 cents per Share.

• (3) the Shares, when issued, will rank equally with the Company’s current ordinary shares on issue;

• (4) the Shares will be issued no later than three (3) months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on one date;

• (5) the Shares will be issued to more than fifteen Australian institutions and several professional investors placed by Patersons Securities Limited and Southern Cross Equities Limited as part of a capital raising announced on 11 October 2007; and

• (6) funds raised from the issue of the Shares will be used to reset the company’s gearing ratio and for acquisitions of companies in Auto Aftercare market.

Item 7 – Approval of Placement of Securities

Introduction

The resolution seeks approval for the placement of up to 20,000,000 Shares at an issue price of not less than a 10% discount to 5 day average market price of the Company’s ordinary shares prior to the issue, to be used to fund acquisitions in the current pipeline of acquisitions under consideration by the Company.

ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.3 requires that the following information be provided to Shareholders to enable them to consider the Resolution:

• (1) the maximum number of securities to be issued pursuant to the Resolution is 20,000,000 Ordinary Shares;

• (2) the Shares will be issued at a price of not less than 10% discount to the 5 day average market price of the ordinary shares immediately prior to the issue.

• (3) the Shares, when issued, will rank equally with the Company’s current ordinary Shares on issue;

• (4) the Shares will be issued no later than three (3) months after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on one date; and

• (5) the Shares will be issued to Australian institutions and professional investors placed by Stockbroking firms to be announced; and

• (6) funds raised from the issue of the Shares will be used for acquisitions of companies in the Auto Aftercare market.

Item 8 – Approval for the issue of shares for the Acquisition of Mr Gloss Holdings Pty Ltd

ASX Listing Rule 7.1 provides that the prior approval of the shareholders of a company is required for an issue of equity securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Shareholder approval under Listing Rule 7.1 is sought to ensure that the proposed issue of Shares by the Company pursuant to resolution 2 does not result in the Company being in breach of ASX Listing Rule 7.1, and to provide the Company with flexibility to make future issues of securities during the next 12 months without first having to obtain approval of its shareholders.

The information requirements of ASX Listing Rule 7.3 require the following information to be provided to shareholders:

• (a) Number of securities to be allotted: 10,180,835 ordinary Shares

• (b) Price at which the securities are to be issued: A$0.65

• (c) Basis upon which the allottees will be determined: The securities will be allotted to Mr Gloss Pty Ltd, which is not a related party of the Company.

• (d) Terms of the securities: The Shares will rank equally in all respects with the existing ordinary Shares on issue.

• (e) Intended use of funds raised: The funds raised are solely for the acquisition of Mr Gloss Holdings Pty Ltd.

• (f) Dates by which the Shares will be issued: The Shares will be issued and allotted on completion of the acquisition and in any event , by not later than 3 months after the date of the Meeting or such later date as permitted by a waiver of the ASX Listing Rules.

Item 9 – Approval for Providing Financial Assistance for the Acquisition of Shares on Mr Gloss Holdings Pty Ltd.

Disclosure Under Section 260B(4) of The Corporations Act 2001

The provisions in this section of the Explanatory Memorandum have been prepared to assist the shareholders of the Company in understanding the business in relation to financial assistance for the acquisition of the shares in Mr Gloss Holdings Pty Limited ACN 126 285 872 (“ Mr Gloss ”) to be put to the Shareholders for their consideration at the annual general meeting of the Company (“ Resolutions ”). The directors of the Company recommend that the Shareholders read this Explanatory Memorandum before voting in relation to the Resolutions:

1. Reasons for the Proposal For Financial Assistance

• 1.1 Westpac Banking Corporation Limited (“ Westpac ”) has agreed to grant the Company financial accommodation in the amount of $8,624,896.62 pursuant to a document entitled “Business Finance Agreement” dated 30 July 2007 (“ BFA ”).

• 1.2 The proceeds of the financial accommodation will be used to assist the Company to acquire all the issued share capital in Mr Gloss, pursuant to a share sale agreement dated 8 October 2007 between Mr Gloss Holdings Pty Limited and Allomak Limited (“ Share Sale Agreement ”).

• 1.3 It is a condition of the BFA that Mr Gloss provide security to secure Allomak’s obligations, as described at paragraph 2 below. Mr Gloss, subject to completion of the Share Sale Agreement, has agreed to grant an unlimited guarantee and indemnity and a fixed and floating charge over the whole of its assets and undertaking in favour of Westpac according to the terms of the BFA.

2. Particulars of Financial Assistance Proposed To Be Given

• 2.1 The Company’s obligations under the BFA will be secured by (among other securities and credit support):

• (a) a fixed and floating charge granted by Mr Gloss in favour of Westpac over all its assets and undertakings; and

• (b) an unlimited guarantee and indemnity granted Mr Gloss in favour of Westpac

3. Explanation of Principle Of Financial Assistance

• 3.1 The provisions of the Security by Mr Gloss, in connection with the Share Sale Agreement, will amount to financial assistance for the purpose of section 260A of the Corporations Act 2001 (“ Corporations Act ”).

• 3.2 Under section 260A of the Corporations Act 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:

  • a. the interests of the company or its shareholders; or

  • b. the company’s ability to pay its creditors; or

• (b) the assistance is approved by shareholders under section 260B of the Corporations Act; or

• (c) the assistance is exempted under Section 260C of the Corporations Act.

• 3.3 The directors of Allomak have resolved to seek the approval of the Shareholders to the provision of the financial assistance. Section 260B(3) of the Corporations Act requires the shareholders of Mr Gloss’ Australian holding company, if any, to also approve the entry into the Security by Mr Gloss.

• 3.4 The shareholder of Mr Gloss will pass a resolution approving the financial assistance being given to Allomak prior to the annual general meeting of Allomak.

• 3.5 The resolutions to be passed by the Shareholders of Allomak for the purpose of approving the financial assistance to be given to Allomak by Mr Gloss is as follows:

“That, for the purpose of section 260B(2) of the Corporations Act 2001 (“Corporations Act”), the giving of financial assistance by Mr Gloss , in the manner described in this Explanatory Memorandum (prepared in accordance with section 260B(4) of the Corporations Act), in connection with the acquisition by Allomak Limited of all the issued capital of Mr Gloss be approved.”

4. Effect of the Proposed Financial Assistance

• 4.1 You should be aware that entry into the Security by Mr Gloss may, in the future, either limit the Company’s ability to secure loan funding from a third party debt provider, or increase the cost of such funding.

5. Directors’ Reasons For Supporting The Resolutions

• 5.1 Given the availability of the funds pursuant to the BFA and in the absence of any sustained downturn in business or financial conditions facing the group, the directors have no reason at this time to believe the Company will not be able to pay its debts as and when they fall due.

• 5.2 For these reasons, the directors of both Allomak and Mr Gloss believe that entry into the Security by Mr Gloss is in the best interests of both the Company and Mr Gloss.

• 5.3 Accordingly, the directors of both Allomak Limited and Mr Gloss do not believe that providing the financial assistance will materially prejudice Mr Gloss, the Company, their respective shareholders or their respective abilities to pay their creditors.

Item 10 – Increase in Non-Executive Director Remuneration

The current aggregate maximum directors’ fee payable able to be paid by Company (and its subsidiaries) to non-executive directors is $30,000 per annum and $60,000 per annum to the chairman.

Pursuant to the resolution, the Company is seeking to obtain approval under ASX Listing rule 10.17 and Clause 15.4 of the Company’s Constitution to increase the aggregate annual maximum non-executive director remuneration payable to $400,000 per annum.

The current Directors take the view that it is appropriate to increase the maximum nonexecutive remuneration in this manner, to give the company the flexibility it requires to attract appropriately qualified non-executive Directors to join the Board on suitable terms.

Item 11 – Corporate Social Responsibility

Introduction

Allomak is proposing to invest a total of 1% of its annual earnings before interest and income tax ( EBIT ) in its Corporate Social Investment program. Of this amount, up to approximately half will be used to match employees Workplace Giving to the charities selected as part of the program. The balance will be provided directly to selected charities, typically as grants.

An outline of the program is attached as Annexure A

Entitlement to Vote

In accordance with section 1074E(2)(g)(i) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations the Company has determined that for the purposes of the meeting, all ordinary shares will be taken to be held by the persons who held them as registered shareholders 48 hours before the time for holding the meeting (Entitlement Time). All holders of ordinary shares in the Company at the Entitlement Time are entitled to attend and vote at the meeting.

Proxies

A member has the right to appoint a person or body corporate as proxy. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the member’s votes each proxy is entitled to exercise. Where a shareholder appoints more than one (1) proxy, neither proxy is entitled to a vote on a show of hands.

If you appoint a body corporate as your proxy, the body corporate will need to ensure that it:

• (a) appoints an individual as its corporate representative to exercise its powers at meeting, in accordance with section 250D of the Corporations Act; and

• (b) Provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting

A proxy need not be a member of the Company

Details for completion and lodgement of proxies are on the reverse side of the proxy form. A proxy must be received by the Company’s share registry, Registries Limited, by 11.30 am (Sydney time) on the 20[th] of November 2007. Proxies may be mailed to Registries Limited PO Box R67 Royal Exchange NSW 1223 hand delivered to Registries Limited Level 2/28 Margaret Street Sydney NSW 2000 or sent by facsimile to + 61 2 9279 0664.

ANNEXURE A

Corporate Social Responsibility

Background

Thoughtful companies consider the impact of their operations on their environment, and more and more organisations are now considering how they might benefit from adopting a well thoughtout Corporate Social Investment plan ( CSI ).

The benefits to a company of a strategic CSI plan are legion and include the ability of the corporation to:

• Recruit and retain high-performing employees

• Maintain its reputation and build its brand

• Enhance its customer relations, and provide a mechanism for attracting new customers

• Define and strengthen the company’s culture

• Motivate its employees and build “teams”

• Enthuse staff to bring more of themselves to work

• Decrease absenteeism

Corporate Social Investment programs also help companies create a competitive and enduring market position, avoid costly litigation, improve their share price, and attract investment capital[1] ,

Corporate Social Investment is not about guilt or self-congratulation. Corporate Social Investment is about building bridges while building brands; it is about creating a corporate ethic of which staff and shareholders can be proud. It is not about writing cheques, but is a way of empowering our communities and, at the same time, seizing a powerful marketing opportunity.

Intangible assets such as employee commitment, reputation, and the emotional aspects of the brand become vital, and can represent the great bulk of a company’s total value. Corporate Social Investment then becomes a valuable tool through which companies can protect and enhance these assets.

Working in partnership not only has the potential to enrich people’s lives but can also deliver tangible results for all Australians. Community and business partnerships are a driver to accomplish better outcomes than any group acting alone could achieve.

—The Hon John Howard, MP

1 In an environment where investors are considering to a greater extent a company’s social and environmental track record, this can be important.

Prime Minister of Australia

Over the past decade, the business sector has increasingly acknowledged that, not only can it make a significant contribution to building a strong community, but there are also measurable benefits to be gained by the business when community investment activities are aligned with long-term business objectives.

There are many types of Corporate Social Investment. For example, Philip Kotler and Nancy Lee[2] have developed the following categories:

• Corporate cause promotions

• Increasing awareness and concern for social causes

• Cause-related marketing

• Making contributions to causes based on product sales

• Corporate social marketing

• Supporting behaviour change campaigns

• Corporate philanthropy

• Making a direct contribution to a cause

• Community volunteering

• Employees donating their time and talents

Benefits like increased morale, higher attraction and retention rates of staff, improved reputation and greater customer loyalty are all tangible returns from strategic philanthropy and employee engagement.

Workplace Giving Program

As part of its commitment, Allomak will introduce a Workplace Giving program to enable employees to make regular contributions to their preferred charities in an administratively simple and low cost manner and with no cost to the charities.

Workplace Giving is the process of making regular donations to charities through the employer’s payroll system. Employees can nominate an amount to give from their salary each month – no matter how small. A couple of dollars per month is significant to the charity, especially when multiplied by a substantial number of employees. What’s more, the donations are constant, allowing charities to more effectively plan for the use of funding in long-term programs.

For employees, workplace giving enables affordable giving, through a transparent and trustworthy program, with no reduction in impact through costly fundraising.

Recognising that productive community-oriented partnerships are mutually beneficial, and also help Allomak to boost employee morale, Allomak will match employee donations up to

2 Kotler Philip and Lee Nancy, Corporate Social Responsibility, John Wiley & Sons, Inc., Hoboken, New Jersey, USA (2005)

certain limits.[3] Allomak will also facilitate the provision of pro bono and volunteer assistance by its employees to selected charities.

Employees will be able to make donations in an efficient and tax-effective manner, eliminating the need to collect receipts or wait until the end of the year to claim a tax refund.

Summary

• Employees and Allomak will participate in selecting the charities they wish to support.

• Employees will be invited to commit to making small, regular donations by way of payroll deduction—they choose how much to give and identify how they want their donation distributed.

• Employees will get an immediate and guaranteed reduction in tax, eliminating the need to collect and keep receipts.

• 100% of an employee’s donations will be sent directly to their selected charities.

• Allomak will match the employees contributions to the selected charity, up to the limits mentioned.

• Employees will be encouraged to increase their involvement with the selected charities through the donation of volunteer time and expertise (pro bono work). Allomak will allow each employee two days per year on full pay, to volunteer at the charity they have selected to support.

Employees will also be invited to provide regular feedback about the impact of their support on their chosen charities.

Volunteering

Corporate volunteering is a superb way to build team morale, and Allomak will encourage its employees to volunteer to serve the charity they choose. As a demonstration of its belief in the value of employee volunteering, Allomak will allow any employee to take two days off each calendar year to work at one of the charities chosen as part of the Workplace Giving program.[4]

Corporate Values

A Company’s values—what it stands for, what its people believe in—are crucial to its competitive success.

—Robert Haas, Chairman, Levi Strauss & Co.

In his book entitled “Saving the Corporate Soul”,[5] David Batstone argues that when a company matches its mission with the values of its workers, the morale of the company is

3 Allomak has committed to invest up to .5% of its EBIT each year towards matching employee donations through the Allomak Workplace Giving program.

4 Employees need to obtain the approval of their superiors prior to committing to work with a charity.

5 Batstone David, Saving the Corporate Soul, Jossey-Bass Publisher; USA (2003)

transformed. Becoming passionate about the organisation they work for, employees create a work culture which brings out the best in people. Working with values they have internalised, employees feel the immense power of these values in their own lives, and know how to use them to create meaningful work. And performance and profit are automatically improved.

Legal Perspective

The current legal framework does not discourage directors from having an appropriate regard for the interests of employees, suppliers and customers, and the consequences of corporate activities for the environment and the broader community. And whilst the Corporations Act does not expressly encourage directors to have regard to the interests of stakeholders other than shareholders, that encouragement may readily be found in other laws.

In implementing a corporate social investment program, the directors should balance a long term view against the short term interests of present members (the enlightened shareholder value conception of corporate purpose). Finally, management may implement a policy of enlightened self interest on the part of the company.

Directors Duties

The ability for the Company to fund its commitments under the CIS is, of course, subject to the Company being able to do so. The directors are required to discharge various statutory and fiduciary duties in exercising their powers in managing the conduct and affairs of the Company. From time to time, the proper performance by the directors of these duties due to the financial position of the Company or other factors, may impact on the ability of the Company to carry out the objectives of the CSI.

A Tiny Ripple of Hope

At his famous “Day of Affirmation” address at the University of Capetown, Senator Robert Kennedy said:

It is from numerous diverse acts of courage and belief that human history is shaped. Each time a man stands up for an idea, or acts to improve the lot of others, or strikes out against injustice, he sends forth a tiny ripple of hope . . .

Allomak’s aim, in conjunction with our employees, is to send out a “tiny ripple of hope” to those less fortunate than ourselves.

Allomak Limited ABN 50 113 883 560

PROXY FORM Annual General Meeting 22 November 2007

All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registries.com.au registries@registries.com.au

Name Address 1 Name Address 2 Name Address 3 Name Address 4 Name Address 5 Name Address 6

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Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the reverse of the page.

I/We being a shareholder/shareholders of the Company pursuant to my/our right to appoint not more than two proxies, appoint

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The Chairman of the Write here the name of the person you are appointing Meeting OR if this person is someone other than the Chairman of (mark with an “X”) the Meeting. Write here the name of the other person you are or failing him/her appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held at Pinaroo Room 5, Level 1 The Grace Hotel, 77 York Street, Sydney on 22 November 2007, at 11:30 am and at any adjournment of that meeting.

This proxy is to be used in respect of

%[of the ordinary shares I/we hold.]

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chair of the meeting for those resolutions � other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chair intends to vote 100% of all open proxies in favour all resolutions.

Voting directions to your proxy – please mark ⌧ to indicate your directions

RESOLUTION	RESOLUTION	For	Against	Abstain*
2.	Adoption of the Remuneration Report	�	�	�
3.	Appointment of Auditor	�	�	�
4(a).	That John Anderson, is re-elected as a Director of the Company	�	�	�
4(b).	That Mr Robert Allan, is re-elected as a Director of the Company	�	�	�
5.(a)	Approval of Prior Issues of Securities	�	�	�
5.(b)	Approval of Prior Issues of Securities	�	�	�
5.(c)	Approval of Prior Issues of Securities	�	�	�
5.(d)	Approval of Prior Issues of Securities	�	�	�
5.(e)	Approval of Prior Issues of Securities	�	�	�
6.	Approval of Placement of Securities	�	�	�
7.	Approval of Placement of Securities	�	�	�
8.	Approval of Issue of Shares for the Acquisition of Mr Gloss Holdings Pty Ltd	�	�	�
9.	Approval for Providing Financial Assistance for the Acquisition of Shares in Mr Gloss Holdings Pty Ltd.	�	�	�
10.	Approval of Remuneration of Non Executive Directors	�	�	�
11.	Approval of Commercial and Social Responsibility Policy	�	�	�

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

Annual General Meeting Proxy Form

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this	Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated this		Joint Shareholder 2 Director day of	Joint Shareholder 2 Director day of	Joint Shareholder 3
			day of
	Contact Name

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, make the correction on the form, sign it and return it to us. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

5. A proxy need not be a shareholder of the Company.

6. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

7. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

8. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

9. Signing Instructions

You must sign this form as follows in the spaces provided:

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

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

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

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 indicate the office held by signing in the appropriate place.

Annual General Meeting Proxy Form

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 11:30 am on 20 November 2007 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries Registries Limited Level 2 28 Margaret Street Sydney NSW 2000

Postal address: Registries Limited PO Box R67 Royal Exchange NSW 1223 Fax number: (02) 9279 0664