ASF GROUP LIMITED — Proxy Solicitation & Information Statement 2013

May 5, 2013

ASF GROUP LIMITED

==> picture [122 x 37] intentionally omitted <==

ACN 008 924 570 Bennelong, 2/3B Macquarie Street Sydney NSW 2000 Telephone: (61 2) 9251 9088 Facsimile: (61 2) 9251 9066 www.asfgroupltd.com

6 May 2013

The Manager Company Announcements Australian Stock Exchange Ltd 20 Bridge Street Sydney 2000 via: www.asxonline.com

Dear Sir/Madam

Notice to ActivEX Limited (AIV) for requisition of a general meeting of AIV

ASF Gold & Copper Pty Ltd, a wholly owned subsidiary of ASF Group Limited ( ASF ) and a major shareholder of AIV, has on 3 May 2013 sent the attached notice to AIV requesting the directors of AIV to call and arrange to hold a general meeting under section 249D of the Corporations Act 2001 .

William Kuan Company Secretary Ph: +612 9251 9088 Fax: +612 9251 9066

1

==> picture [122 x 38] intentionally omitted <==

ASF Gold & Copper Pty Ltd

ACN 158 308 260 Bennelong, 2/3B Macquarie Street Sydney NSW 2000 Telephone: (61 2) 9251 9088 Facsimile: (61 2) 9251 9066 www.asfgroupltd.com

3 May 2013

The Directors ActivEX Limited Level 4, Exchange Centre 117 Quay Street BRISBANE QLD 4000

By Facsimile: (07) 3236 4288

Dear Sirs

Requisition to call and hold a general meeting of members of ActivEX Limited

ASF Gold & Copper Pty Ltd (ACN 158 308 260) ( ASFGC ), as a registered member of ActivEX Limited (ACN 113 452 896) ( AIV ) with at least 5% of the votes that may be cast at a general meeting of AIV, encloses:

1. A notice requesting that the directors of AIV call and arrange to hold a general meeting under section 249D of the Corporations Act 2001 (Cth) given by ASFGC ( Requisition ); and

2. A member's statement given under section 249P of the Corporations Act 2001 (Cth) regarding the resolutions proposed in the Requisition and which ASFGC requests be distributed to the members of AIV.

Yours faithfully

==> picture [103 x 53] intentionally omitted <==

Min Yang Director

1

legal/41294264_1

ACN 158 308 260

ASF Gold & Copper Pty Ltd

Request that the directors of ActivEX Limited (ACN 113 452 896) call and arrange to hold a general meeting under section 249D of the Corporations Act

To: ActivEX Limited (ACN 113 452 896) ( AIV )

ASF Gold & Copper Pty Ltd (ACN 158 308 260) gives notice under section 249D of the Corporations Act 2001 (Cth) that it, as a registered member of AIV with at least 5% of the votes that may be cast at a general meeting of AIV, requests the directors of AIV to call and arrange to hold a general meeting of AIV ( Meeting ).

Each of the following resolutions is to be proposed at the Meeting:

Resolution 1: Removal of Mr Richard Keevers as a Director

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

"That Mr Richard Keevers be removed from office as a director of ActivEX Limited, with immediate effect."

Resolution 2: Removal of Mr Ian Daymond as a Director

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

"That Mr Ian Daymond be removed from office as a director of ActivEX Limited, with immediate effect."

Resolution 3: Removal of Mr Paul Crawford as a Director

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

"That Mr Paul Crawford be removed from office as a director of ActivEX Limited, with immediate effect."

Resolution 4: Removal of other directors

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

"That any and all persons appointed as a director of ActivEX Limited prior to the time of the commencement of this general meeting (other than Min Yang, Geoffrey Baker, Douglas Young and Alan Humphris) be removed as directors of ActivEX Limited, with immediate effect."

Date: 3 May 2013

Executed by ASF Gold & Copper Pty Ltd

(ACN 158 308 260) in accordance with section

127 of the Corporations Act 2001 :

==> picture [74 x 39] intentionally omitted <==

Director

==> picture [128 x 48] intentionally omitted <==

Company Secretary

Min Yang Name of Director

William Kuan

Name of Company Secretary

Requisition 1

legal/41294264_1

ASF Gold & Copper Pty Ltd

ACN 158 308 260

Statement by ASF Gold & Copper Pty Ltd under section 249P of the Corporations Act

Dear fellow AIV shareholder,

VOTE AT THE AIV EGM TO REMOVE THOSE DIRECTORS WHO ARE NOT ACTING IN YOUR BEST INTERESTS

ASF Gold & Copper Pty Ltd (ACN 158 308 260) ( ASFGC ), a wholly owned subsidiary of ASF Group Limited (ASX: AFA) ( ASF ), is requesting an extraordinary general meeting ( EGM ) of ActivEX Limited (ACN 113 452 896) (ASX: AIV ) and proposing resolutions to remove certain directors of the AIV Board who ASFGC believe are not acting in the best interests of all AIV shareholders ( Proposed Resolutions ).

As you are aware, ASFGC has announced an off-market takeover bid for all the shares in AIV that ASFGC does not currently own, for cash at 2 cents per share ( ASFGC's Bid ).

ASFGC's Bidder's Statement was lodged with the Australian Securities and Investments Commission and sent to AIV on 30 April 2013.

On 1 May 2013, AIV announced that it is proceeding with a 3-for-5 non-renounceable rights issue at 1.2 cents per share ( AIV Rights Issue ) placing the shortfall out to possibly shareholders and potentially 3rd parties who are not existing AIV shareholders.

This triggers a prescribed condition under the terms of ASFGC's Bid and entitles ASFGC to withdraw its bid. ASFGC is considering its options in this regard.

The directors (other than the representatives of ASFGC) of the AIV Board – including Messrs Keevers, Daymond and Crawford – hurried through and purported to pass a resolution approving the AIV Rights Issue at an AIV Board meeting without giving proper notice to or any consultation with the other directors of the AIV Board.

In forcing that purported resolution through at the AIV Board meeting and then announcing a non-renounceable rights issue at 1.2 cents per share (a price well below ASFGC's Bid at 2 cents per share) Messrs Keevers, Daymond and Crawford are effectively:

• discouraging ASFGC from proceeding with its bid, and thereby depriving AIV shareholders the opportunity to accept ASFGC's Bid and sell their AIV shares at a significantly higher price;

• forcing you to participate in the AIV Rights Issue or buy more AIV shares elsewhere, if you do not want to be diluted by others taking up AIV shares under AIV Rights Issue or the shortfall facility; and

• devaluing AIV to the detriment of all AIV shareholders.

Member's Statement 1

legal/41294264_1

Having consulted their legal advisors, ASF and ASFGC's directors strongly believe that:

• the AIV Board did not pass a valid resolution to approve the AIV Rights Issue;

• Messrs Keevers, Daymond and Crawford have structured the AIV Rights Issue's shortfall facility to deliberately circumvent the prohibition under ASX Listing Rule 7.9 – a rule designed to assist in stopping listed companies from discouraging takeover bids; and

• Messrs Keevers, Daymond and Crawford are not acting in the best interests of all AIV shareholders.

ASFGC believes the AIV Board should comprise only those directors who are committed to acting in the best interests of AIV and its shareholders as a whole, and to steering AIV in a strategic direction that is for the benefit of all AIV shareholders.

For the reasons outlined in this statement, ASFGC has requested the EGM to enable you to exercise your right to remove Messrs Keevers, Daymond and Crawford as directors of AIV by VOTING FOR Proposed Resolutions 1, 2 and 3 .

In the event of any appointment of new AIV directors before the EGM, you can exercise your right to also remove all of those new directors by VOTING FOR Proposed Resolution 4 .

ASFGC intends to vote all of its interests in AIV shares in favour of all Proposed Resolutions, and we encourage you to do the same either in person at the EGM or by proxy.

Date: 3 May 2013

Yours faithfully ASF Gold & Copper Pty Ltd (ACN 158 308 260)

in accordance with s127 of the Corporations Act

==> picture [97 x 49] intentionally omitted <==

==> picture [128 x 48] intentionally omitted <==

Min Yang Director

William Kuan Company secretary

Member's Statement 2/2

legal/41294264_1