ASF GROUP LIMITED — AGM Information 2009

Oct 29, 2009

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ASF Group Limited ACN 008 924 570

Notice of 2009 Annual General Meeting and Explanatory Memorandum

Date of meeting: 30 November 2009

Time of meeting: 10.30 am

Place of meeting: Prince Albert Room Sir Stamford Hotel at Circular Quay 93 Macquarie Street, Sydney, NSW 2000

This is an important document. If you are in any doubt as to how to act you should consult your financial or legal adviser.

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ASF Group Limited

ACN 008 924 570

NOTICE OF MEETING

This is a Notice of Annual General Meeting of the shareholders of the Company to be held at the Prince Albert Room, Sir Stamford Hotel at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on 30 November 2009 commencing at 10.30 am.

The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting describes the various resolutions to be considered at the Meeting.

AGENDA

Business

Financial Statements and Reports

To receive and consider the Financial Statements of the Company for the year ended 30 June 2009 and the Reports of Directors and Auditors thereon.

Resolution 1 Adoption of Remuneration Report

To consider the Remuneration Report as it appears in the Annual Report of the Company for the year ended 30 June 2009 and, if thought fit, pass the resolution as an ordinary resolution in accordance with section 250R of the Corporations Act 2001:

'That the Company's Remuneration Report for the year ended 30 June 2009 be adopted'

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

Resolution 2 Re-election of a Director, Nga Fong Lao

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

'That Nga Fong Lao, who retires by rotation in accordance with the Company's Constitution and having offered himself for re-election and being eligible, is hereby re- elected as a Director of the Company.'

Resolution 3 Re-election of a Director, Quan (David) Fang

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

'That Quan (David) Fang, who retires by rotation in accordance with the Company's Constitution and having offered himself for re-election and being eligible, is hereby re- elected as a Director of the Company.'

Resolution 4 Re-election of a Director, Wang Sang Ho

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

'That Wang Sang Ho who retires by rotation in accordance with the Company's Constitution and having offered himself for re-election and being eligible, is hereby re- elected as a Director of the Company.'

Resolution 5 Ratification of prior share issue

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

'That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the previous issue and allotment of 31,333,333 shares to the parties set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting'.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by persons who participated in these issues and by any associates of those persons. However the Company need not disregard a vote if it is cast by a person as proxy for persons entitled to vote, in accordance with directions on the Proxy Form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

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Resolution 6 Approval of the issue of shares to Mars International Pty Ltd

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

' That, for the purposes of ASX Listing Rule 7.1 and 7.3 and for all other purposes, approval is given for the issue and allotment of 20,000,000 shares to Mars International Pty Ltd in full satisfaction of the repayment of a loan as described in the Explanatory Memorandum accompanying this Notice of Annual General Meeting'.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Mars International Ltd and any associates of that company who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as proxy for persons entitled to vote, in accordance with directions on the Proxy Form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

Resolution 7 Authority to issue shares to investors

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

'That, for the purposes of ASX Listing Rule 7.1, the Directors be authorised to issue up to 50 million shares by placement of shares as described in the Explanatory Memorandum accompanying this Notice of Annual General Meeting'.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by any person or associates of those persons who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed. However the Company need not disregard a vote if it is cast by a person as proxy for persons entitled to vote, in accordance with directions on the Proxy Form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

Resolution 8 Authority to issue shares of ASF Resources Pty Ltd to investors

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

'That, for the purposes of ASX Listing Rule 11.4 the Directors be authorised to approve the issue by the Company’s subsidiary, ASF Resources Pty Limited of fully paid shares representing up to 20% of the issued and paid-up capital shares in ASF Resources Pty Ltd by placement of new shares to investors as set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting'.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by any person who intends to participate in this placement and any associates of that person(s). However the Company need not disregard a vote if it is cast by a person as proxy for persons entitled to vote, in accordance with directions on the Proxy Form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

Resolution 9 Appointment of Auditors

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

‘That PriceWaterhouseCoopers be appointed as auditors of the company, subject to the resignation of Hall Chadwick and the consent of the Australian Securities and Investment Commission’.

Resolution 10 Approval of the issue of shares to Balmoral Capital Pty Ltd

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

'That, for the purposes of ASX Listing Rule 7.1 and 10.11 and for all other purposes, approval is given for the Company to issue 500,000 ordinary shares to Balmoral Capital in which company Director Alan Humphris has a financial interest. These shares are to be issued on the terms which are set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting'.

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by Balmoral Capital Pty Ltd, Mr Alan Humphris and by any of their associates. However the Company need not disregard a vote if it is cast by a person as proxy for persons entitled to vote, in accordance with directions on the Proxy Form or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form.

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PROXIES

A member entitled to attend and vote at the Annual General Meeting may appoint a proxy and, if entitled to cast two or more votes is entitled to appoint two proxies in which case each proxy may be appointed to represent a specified proportion of the member's voting rights. A proxy need not be a member of the Company and a member may appoint an individual or a body corporate to act as its proxy.

Unless instructed to the contrary, the Chairman of the meeting intends to vote proxies in favour of all resolutions at the meeting.

For an appointment of a proxy to be effective. Proxy Forms and, if applicable, the powers of attorney (or a certified copy of the powers of attorney) under which they are signed must be lodged at the Company's share registry. Registries Limited, PO Box R67 Royal Exchange, Sydney NSW 1223 Australia (or Fax +612 9251 9066) no later than 5 pm on 27 November 2009.

A Proxy Form is provided with this notice. Please read the instructions on the Proxy Form.

If you are entitled to vote and wish to appoint a proxy, you should be aware that your proxy's vote on your behalf will be valid only if you direct your proxy how to vote on the proxy Form and the proxy does vote as directed.

Voting Intentions

The Chairperson of the Company intends to vote in favour of all resolutions on the agenda in respect of undirected proxy votes where the Chairperson is appointed as proxy.

Voting Entitlement

The Company has determined, in accordance with Regulation 7.11.3 7 of the Corporations Regulations 2001, that for the purposes of voting at the meeting or adjourned meeting, shares will be taken to be held by those persons in the Company's Register of Members as at 7.00pm (Sydney Time) on 27 November 2009. Transactions registered after that time will be disregarded in determining shareholders entitled to attend and vote at this meeting.

Dated: 30 October 2009 By order of the Board

Barry F, Neal Company Secretary

ASF GROUP LIMITED

ACN 008 924 570

EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum accompanies and forms part of the Notice of Annual General Meeting of ASF Group Limited ("the Company" or "ASF") and is intended to provide shareholders of the Company with information to assess the merits of the resolutions contained in the business to be conducted at the Annual General Meeting to be held on 30 November 2009.

The Directors ("the Directors") of the Company recommend that shareholders read this Explanatory Memorandum before making any decisions in relation to the Resolutions.

Shareholders should note that all Directors approved the proposal to put the Resolutions to shareholders as outlined in the Notice of Annual General Meeting and the preparation of this Explanatory Memorandum.

Financial Statements and Reports

The Financial Report, the Directors' Report and the Independent Audit for the year ended 30 June 2009 will be presented for consideration.

The Annual Report contains the Financial Report for the year ended 30 June 2009 and has been sent to shareholders who opted to receive a printed copy and other shareholders can view the report on the Company’s website www.asfgroupltd.com . The Chairman will give shareholders a reasonable opportunity to ask questions of the Auditor relevant to the content of the Independent Audit Report or the conduct of the audit.

Adoption of Remuneration Report: (Resolution 1)

The Remuneration Report is set out in the Company's 2009 Annual Report. Under section 250R (2) of the Corporations Act, all listed companies are required to present their remuneration reports for each financial year for adoption at the Company's annual general meeting. Please note that in accordance section 250R (3) of the Corporations Act, the vote on this resolution is advisory only and the outcome will not be binding on the Directors or the Company. Shareholders will be given a reasonable opportunity to ask questions or make comments on the Remuneration Report at the Annual General Meeting.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

Re-election of a Director, Nga Fong Lao: (Resolution 2)

Nga Fong Lao retires by rotation and being eligible, offers himself for re-election as a Director.

Nga Fong Lao was appointed to the Board on 30 November 2006. Nga Fong is the Vice-chairman of the Company and is the Managing Director of the Group’s associate, ASF Macau Multinational Holding Limited and in charge of the operations in Multinational Youth Travel Agency Limited. Mr Lao resides in Macau where he has business interests in the property, travel and retail industries and is Chairman of the Macau Travel Agency Association.

The Directors (with Nga Fong Lao abstaining) unanimously recommend that you vote in favour of this Ordinary Resolution.

Re-election of a Director, Quan (David) Fang: (Resolution 3)

Quan (David) Fang retires by rotation and being eligible, offers himself for re-election as a Director.

Quan (David) Fang was re-appointed to the Board on 8 November 2007. Quan (David) Fang is an Executive-Director of the Company and has extensive business experience, particularly in property development and sales, hotel business and investment.

The Directors (with Quan (David) Fang) abstaining) unanimously recommend that you vote in favour of this Ordinary Resolution.

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Re-election of a Director, Wang Sang Ho: (Resolution 4)

Wai Sang Ho retires by rotation and being eligible, offers himself for re-election as a Director.

Wai Sang Ho was appointed to the Board on 30 November 2006. He is a Non-Executive Director, a resident of Hong Kong, and a large property developer in Southern China. He has substantial property interests in Hong Kong and China and is a major shareholder in the Company

The Directors (with Wang Sang Ho abstaining) unanimously recommend that you vote in favour of this Ordinary Resolution.

Ratification of prior share issue: (Resolution 5)

Resolution 5 of the Notice of Annual General Meeting proposes the ratification by shareholders of the prior issue and allotment of 31,333,333 shares thereby satisfying the requirements of ASX Listing Rule 7.4.

ASX Listing Rule 7.1 provides that an ASX listed company may not issue equity securities comprising more than 15% of its issued shares in any 12 month period without obtaining shareholder approval unless the issue comes within any of the specified exceptions set out in ASX Listing Rule 7.2. Shareholder approval is not required for the issue of the Shares outlined in Resolution 5, but is sought for the purposes of ASX Listing Rule 7.1 in order to provide the Company with flexibility during the next 12 month period to issue further equity securities within the limits imposed by ASX Listing Rule 7.1.

ASX Listing Rule 7.4 provides that an issue of shares made without shareholder approval is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach the 15% limit and shareholders subsequently approve the issue.

In compliance with the information requirements of ASX Listing Rules, shareholders are advised of the following particulars in relation to the prior issue for which ratification by shareholders is sought:

• (a) Number of securities issued and allotted:

Date of Allotment	Allottee	Shares	Issue Price
		Allotted and
		Issued
31 March 09	Goldchoice Investments Limited	13,333,333	$0.075
5 June 09	Full Lucky (HK) Limited	1,000,000	$0.11
15 June 09	Ying Biao Huang	720,000	$0.10
24 June 09	Ying Biao Huang	6,480,000	$0.10
24 June 09	Stand Moral International Limited	5,000,000	$0.12
13 August 09	Full Lucky (HK) Limited	2,000,000	$0.11
2September09	StandMoral International Limited	2,800,000	$0.12
	TOTAL	31,333,333

• (b) Price at which the securities were issued:

As per above table

• (c) Terms of the securities:

The Shares rank equally in all respects with the existing shares on issue.

• (d) Name of the allottees:

As per above table

• (e) Purpose of issue:

Working capital including the further development of the Company’s business units such as the mineral resources and property sections.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

Approval of the issue of shares to Mars International Pty Ltd: (Resolution 6)

ASX LR 7.1 states that an entity cannot issue shares exceeding 15% of capital without the approval of shareholders. Accordingly, in order to issue further shares to investors of Mars International Pty Ltd it is necessary to obtain approval of shareholders.

Mars International Pty Ltd which entity provided a loan to the Group’s fully owned subsidiary ASF Resources Pty

Ltd of $2 million on 12 July 2008 has given written notice under clause 1(d) of the loan agreement requesting that the loan be satisfied by the issue of 20 million ordinary shares in ASF Group Ltd.

In accordance with LR 7.3 the following information is provided to shareholders:

• (a) Name of the entity to which shares are to be issued:

Mars International Pty Ltd

• (b) Number of securities to be issued

• 20,000,000 shares

• (c) Date of allotment:

Subject to Resolution 6 being passed, on the date of this Meeting and as soon as practicable after the Meeting and in any event no later than one month after the date of the meeting.

• (d) Issue price and a statement of the terms of issue:

$0.10 per share fully paid. The shares will rank, on and from the date of issue, equally in all respects with existing shares on issue.

• (e) Use of funds:

No additional funds provided on conversion of loan to equity.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

Authority to issue of shares to investors: (Resolution 7)

ASX LR 7.1 states that an entity cannot issue shares exceeding 15% of capital without the approval of shareholders. Accordingly, in order to issue up to 50 million further shares to investors it is necessary to obtain approval of shareholders.

In accordance with LR 7.3 the following information is provided to shareholders:

• (a) Allottees:

Sophisticated and professional investors for the purposes of the Corporations Act as determined by the Company and its advisors. Directors and their associates may not participate in the placement.

• (b) Maximum number of securities to be issued

50 million ordinary fully paid shares

• (c) Date of allotment:

Subject to Resolution 6 being passed, on the date of this Meeting and as soon as practicable after the Meeting and in any event no later than three months after the date of the meeting.

• (d) Issue price and a statement of the terms of issue:

No less than 80% of the average weighted price (VWAP) of the shares over the last five trading days on which sales in the securities were recorded prior to the issue of the shares. The shares will rank, on and from the date of issue, equally in all respects with existing shares on issue.

• (e) Use of funds:

To provide working capital including the further development of the Company’s business units.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

Authority to issue of shares in ASF Resources Pty Ltd to investors: (Resolution 8)

Listing rule 11.4 states that an entity must not dispose of a major asset if, at the time of the disposal, it is aware that the person acquiring the asset intends to issue or offer securities with a view to becoming listed. The entity must do each of the following if one of its child entities holds the major asset. It must not sell securities in the child entity with a view to the child entity becoming listed. It must make sure that the child entity does not issue securities with a view to becoming listed. This rule does not apply if the holders of ordinary securities in the listed company approve of the disposal.

The proposal is for ASF Group Limited’s wholly owned subsidiary, ASF Resources Pty Ltd, (ASFR) to issue to investors fully paid shares representing up to 20% of the issued and paid-up capital of this subsidiary subject to the passing of this Resolution and to final negotiations with investors. The Directors have no plans to seek the listing of ASFR and intend to retain control of ASFR but are seeking approval now, to issue shares to provide the Company with flexibility should it seek to do so in the future.

ASFR only assets other than cash are Exploration Licences in Western Australia and Tasmania that are held by the company. At the present time no resources have been established on these tenements. ASFR is currently undertaking a drilling program for coal on its Western Australian tenements. The book value of ASFR’s net assets as at 30 June 2009 was $1.3 million. Additional information on ASFR can be found in the 2009 Annual Report of the Company.

Details of the proposed placement of shares are as follows:-

• (a) Allottees:

Sophisticated and professional investors for the purposes of the Corporations Act as determined by the Company and its advisors. Directors of the Company and their associates may not participate in the placement.

• (b) Maximum number of securities to be issued:

20% of the issued and paid-up capital of this subsidiary

• (c) Nature and value of the asset being disposed:

Ordinary shares fully paid in ASF Resources Pty Ltd, a wholly owned subsidiary of ASF Group Ltd

• (d) Issue consideration: Cash

• (e) Issue price and a statement of the terms of issue:

Issue price is to be determined by negotiation. The shares will rank, on and from the date of issue, equally in all respects with existing shares on issue.

• (f) Date of allotment of shares:

• Subject to Resolution 8 being approved the shares will be issued no later than three months after the date of the meeting.

• (g) Use of funds:

To provide working capital for and further develop the ASFR’s mineral interests.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

Appointment of Auditors: (Resolution 9)

The Company has called tenders for an auditor for the next three years commencing with the 2010 financial year and the Directors have nominated PriceWaterhouseCoopers as the incoming auditor subject to the consent of ASIC and shareholder approval of this Resolution.

PriceWaterhouseCoopers are one of the ‘Big Four” accounting and audit firms with offices located internationally including in Australia and China, and an intimate understanding of China-Australia business.

This resolution proposes the appointment of PriceWaterhouseCoopers as auditors of ASF Group Limited for the financial years 2010-2013 with the Directors to fix the auditor’s remuneration.

The Directors unanimously recommend that you vote in favour of this Ordinary Resolution.

Approval of the issue of shares to Balmoral Capital Pty Ltd: (Resolution 10)

The obligation to issue the shares to Balmoral Capital Pty Ltd is set out in the consulting agreement between Balmoral Capital Pty Ltd and the Company dated 1 June 2006.

Balmoral Capital Pty Ltd provides a range of corporate advisory services to the Company under the agreement.

ASX LR 10.11 states that unless one of the exceptions in ASX Listing Rule 10.12 applies, an entity may not issue equity securities to a related party without the approval of holders of ordinary securities by ordinary resolution. If approval is received pursuant to LR 10.11 approval is not required under LR 7.1.

Balmoral Capital Pty Ltd is controlled by Alan Humphris, a Director and accordingly in order to issue shares under the terms of Balmoral Capital’s contract with ASF Group Limited, it is necessary to obtain the approval of shareholders.

In accordance with ASX LR 10.13, the following information is provided to shareholders:

• (a) Name of the entity to which shares are to be issued:

Balmoral Capital Pty Ltd

• (b) Maximum Number of securities to be issued

• 500,000 shares

• (c) Date of allotment:

Subject to Resolution 10 being passed, on the date of this Meeting and as soon as practicable after the Meeting and in any event no later than one month after the date of the meeting.

• (h) Issue price and a statement of the terms of issue:

The shares are being issued for no consideration as per Balmoral Capital’s contract with ASF Group Limited. For accounting purposes the shares will be valued at market price on the date of shareholder approval. The shares will rank, on and from the date of issue, equally in all respects with existing shares on issue.

• (d) Use of funds:

No funds are being raised.

The Directors (with Alan Humphris abstaining) unanimously recommend that you vote in favour of this Ordinary Resolution.

PROXY FORM ASF GROUP LIMITED

ACN 008 924 570

Annual General Meeting 2009 Proxy Form

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

M a r k this box with an 'X' if you are Issuer Sponsored and want to make any changes to your address details (see the following instructions.)

Appointment of Proxy	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 following page.
I/We being a shareholder/shareholders of ASF Group Limited pursuant to my/our right to appoint not more than two proxies, appoint The Chairman of the Meeting (mark with an ‘X’ OR Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting or failing him/her Write here the name of the other person you are appointing
The Chairman of the Meeting (mark with an ‘X’ OR or failing him/her

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 Annual General Meeting to be held at the Prince Albert Room, Sir Stamford Hotel at Circular Quay, 93 Macquarie Street, Sydney NSW 2000 on 30 November 2009 at 10.30 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 you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman 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.

Voting directions to your proxy - please mark to indicate your directions X

Voting directions to your proxy - please mark	X	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions	to indicate your directions
RESOLUTION For Against Abstain*
1. Adoption of Remuneration Report
2. Re-election of a Director, Mr Nga Fong Lao
3. Re-election of a Director, Mr Quan(David)Fang
4. Re-election of a Director, Mr Wang Sang Ho
5. Ratification of prior share issue
6. Approval of the issue of shares to Mars International Pty Ltd
7. Authorityto issue shares to investors
8. Authority to issue shares of ASF Resources Pty Ltd to investors
9. Appointment of Auditors
10. Approval of the issue of shares to Balmoral Capital Pty Ltd

• 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.

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 Joint Shareholder 2 Joint Shareholder 3

Sole Director & ole Company Secretary Director Director

Dated this____ day of__2009

Annual General Meeting

Proxy Form

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, please mark the box at the top of the Proxy Form and make the correction on the form. Security holders sponsored by a broker on the CHESS sub-register 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 Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General 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.

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

5. 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.

6. 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 Annual General Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.

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

8. 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 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.

9. Lodgement of a Proxy

• This Proxy Form (and any Power of Attorney under which it is signed) must be received at either of the addresses below, or at the fax number below, not later than 5 pm on 27 November 2009 (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 7 207 Kent Street Sydney NSW 2000

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

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________ Contact Name

______ Contact Business Telephone / Mobile