AMBERTECH LIMITED — AGM Information 2012

Oct 17, 2012

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Ambertech Limited ACN 079 080 158

Notice of Annual General Meeting (AGM)

Notice is hereby given that the AGM of Ambertech Limited (“the Company”) will be held at Pittwater RSL Club, 82 Mona Vale Rd, Mona Vale on Monday 19 November 2012 at 11:30am.

Agenda

Ordinary Business

Item 1: Reports

To receive the Financial Report and the Reports of the Directors and Auditors thereon for the year ended 30 June 2012.

Item 2: Election of Directors

Resolution 1: Re-election of Mr Peter Wallace as a Director

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

“That Mr Peter Wallace, who retires by way of rotation in accordance with Article 6.1 of the Company’s Constitution, and, being eligible offers himself for election, is hereby re-appointed a director of the Company.”

Resolution 2: Re-election of Mr David Swift as a Director

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

“That Mr David Swift, who retires by way of rotation in accordance with Article 6.1 of the Company’s Constitution, and, being eligible offers himself for election, is hereby re-appointed a director of the Company.”

Item 3: Remuneration Report

Resolution 3

Non-binding vote on the Directors’ Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a nonbinding vote of shareholders:

“That pursuant to and in accordance with section 250R(2) of the Corporations Act the Directors’ Remuneration Report, as contained within the Directors’ Report, and remuneration policies disclosed therein be adopted.”

Other Business

To deal with any other business which may be brought forward in accordance with the Company’s Constitution and the Corporations Act 2001.

By order of the Board

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Robert Glasson Company Secretary 18 October 2012

Ambertech Limited ACN 079 080 158 Unit 1, 2 Daydream Street, Warriewood NSW 2102 Tel: 02 9998 7600 Fax: 02 9999 0770 Web: www.ambertech.com.au

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Ambertech Limited ACN 079 080 158

Explanatory Memorandum

This explanatory memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting (“Notice”) of the Company.

The Directors of the Company recommend shareholders read this explanatory memorandum in full before making any decision in relation to the resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice:

Resolution 1 – Re-election of Mr Peter Wallace as a Director of the Company

Article 6.1 of the Company’s Constitution provides that at every Annual General Meeting of the Company one-third of the Directors (other than the Managing Director) shall retire from office. A retiring Director is eligible for re-election.

Accordingly, pursuant to Article 6.1 of the Company’s Constitution, Mr Peter Wallace, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Resolution 2 – Re-election of Mr David Swift as a Director of the Company

Article 6.1 of the Company’s Constitution provides that at every Annual General Meeting of the Company any director (other than the Managing Director) who, if he does not retire, will at the conclusion of the meeting have been in office for 3 or more years and for 3 or more annual general meetings since last elected to office, shall retire from office. A retiring Director is eligible for re-election.

Accordingly, pursuant to Article 6.1 of the Company’s Constitution, Mr David Swift, being a Director of the Company, retires by way of rotation and, being eligible, offers himself for re-election as a Director of the Company.

Resolution 3 -Non-binding vote on the Directors’ Remuneration Report

Pursuant to Section 250R (2) of the Corporations Act, a resolution adopting the Directors’ Remuneration Report contained within the Directors’ Report must be put to the vote. Shareholders are advised that pursuant to Section 250R (3) of the Corporations Act, this resolution is advisory only and does not bind the Directors or the Company.

The Directors’ Remuneration Report is set out within the Directors’ Report. The Report:

• explains the Board’s policy for determining the nature and amount of remuneration of executive and nonexecutive Directors and specified executives of the Company;

• sets out remuneration details for each Director and specified executive of the Company;

• details and explains any performance conditions applicable to the remuneration of executive Directors and specified executives of the Company; and

• provides an explanation of the option-based compensation payments for each Director and specified executive of the Company.

A reasonable opportunity will be provided for discussion of the Directors’ Remuneration Report at the meeting.

A vote on Resolution 3 must not be cast by or on behalf of either of the following persons:

• (a) a member of the key management personnel, details of whose remunerations are included in the remuneration report; or

• (b) a closely related party of such a member.

However, a person described above may cast a vote on the resolution if:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

• (d) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

The Board unanimously recommends that the shareholders vote in favour of adopting the Directors’ Remuneration Report. The Chairman of the meeting intends to vote all available proxies in favour of resolution 3.

Ambertech Limited ACN 079 080 158

Unit 1, 2 Daydream Street, Warriewood NSW 2102 Tel: 02 9998 7600 Fax: 02 9999 0770 Web: www.ambertech.com.au

LODGE YOUR VOTE

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ACN 079 080 158

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www.linkmarketservices.com.au

ONLINE

By mail:  Ambertech Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 [By fax:][ 02 9287 0309]



All enquiries to: Telephone: 02 8280 7111

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SHAREHOLDER VOTING FORM I/We being a member(s) of Ambertech Limited and entitled to attend and vote hereby appoint: STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. If no person/body corporate is named, the Chairman of the Meeting, is appointed as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11:30am on Monday, 19 November 2012, at Pittwater RSL Club, 82 Mona Vale Road, Mona Vale, NSW and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X STEP 2 VOTING DIRECTIONS For Against Abstain * Resolution 1 Re-election of Mr. Peter Wallace as a Director Resolution 2 Re-election of Mr. David Swift as a Director

Resolution 3 Remuneration Report

 * 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.

STEP 3

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

AMO PRX201R

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

• (b) return both forms together.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

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, either shareholder may sign.

Votes on Items of Business – Proxy Appointment

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

you return it. Companies: Corporations Act 2001 in the appropriate place. Corporate Representatives registry.

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

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.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to in the appropriate place. attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by Corporate Representatives telephoning the company’s share registry or you may copy this form and return them both together. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:30am on Saturday, 17 November 2012, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

www.linkmarketservices.com.au

 ONLINE

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Ambertech Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.