ASPERMONT LIMITED. - AGM Information 2007

ASPERMONT LIMITED

ACN 000 375 048

NOTICE OF ANNUAL GENERAL MEETING

TIME: 4.00 pm (WST) DATE: 29 November 2007 PLACE: 613-619 Wellington St, Perth, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 6263 9100.

CONTENTS PAGE

Notice of Annual General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	9
Proxy Form	10

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 4.00 pm (WST) on 29 November 2007 at:

613-619 Wellington St, Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

(a) post to Aspermont Limited, PO Box 78, Leederville, Western Australia, 6000; or
(b) facsimile to the Company on facsimile number (+61 8) 6263 9148,

so that it is received not later than 4.00 pm (WST) on 27 November 2007.

Proxy Forms received later than this time will be invalid.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 4.00 pm (WST) on 29 November 2007 at 613-619 Wellington St, Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 4.00 pm (WST) on 27 November 2007.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2007 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2007.”

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR LEWIS CROSS

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

“That, for the purposes of clause 13.2 of the Constitution and for all other purposes, Mr Lewis Cross, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – PLACEMENT OF SHARES TO DIRECTOR - MR JOHN STARK

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

“That, for the purposes of Section ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 50,000 Shares to Mr John Stark (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr John Stark (or his nominee) or any of his associates.

DATED: 22 OCTOBER 2007

BY ORDER OF THE BOARD

MR RUSSELL HARDWICK COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 4.00 pm (WST) on 29 November 2007 at 613-619 Wellington St, Perth, Western Australia.

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2007 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the Shareholders. However, such a resolution is advisory only and does not bind the Directors or the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2007.

A reasonable opportunity will be provided for discussion of the remuneration report at the Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR LEWIS CROSS

3.1 General

Clause 13.2 of the Constitution requires that if the Company has three or more Directors, one third (or the number nearest one-third) of those Directors must retire at each annual general meeting, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Company currently has 3 Directors and accordingly 1 must retire.

A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Mr Lewis Cross retires by rotation and seeks re-election.

4. RESOLUTION 3 – PLACEMENT OF SHARES TO DIRECTOR – MR JOHN STARK

4.1 General

During the period October 2006 to February 2007 the company placed 7,450,000 fully paid ordinary shares at an issue price of 18.5c per share to non-related Shareholders (Placement). During that time the company received an application from Mr John Stark (or nominee) to participate in the Placement for the amount of 50,000 shares at an issue price of 18.5c per share.

At that time the Company had agreed, subject to obtaining Shareholder approval, to allot and issue 50,000 Shares (Shares) to John Stark [or his nominee] on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

Section 210 of the Corporation’s Act provides that where a financial benefit is given to a related party on arm’s length terms Shareholder approval is not required. The Board (other than Mr Stark) has formed the view that as the Shares will be issued to Mr Stark on the same terms as the Placement (that is, on arm’s length terms), the exception under section 210 will apply.

However, ASX Listing Rule 10.11 also requires Shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The allotment and issue of the Shares to Mr Stark requires the Company to obtain Shareholder approval because the allotment and issue of Shares constitutes giving a financial benefit.

It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the allotment and issue of the Shares to Mr Stark.

4.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Shares:

(a) Mr Stark is the related party by virtue of being a Director;
(b) the Shares will be issued to Annandale Management Services Pty Ltd, a company associated with Mr Stark;
(c) the maximum number of Shares (being the nature of the financial benefit being provided) to be issued to Mr Stark is 50,000 Shares;

(d) the Shares will be issued to Mr Stark no later than 1 month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Shares will be issued on one date;
(e) the consideration to be paid by Mr Stark will be 18.5 cents per Share;
(f) the funds raised from the issue of the Shares will be approximately $9,250 which will be allocated to working capital;
(g) the Shares are to be issued on the same terms and conditions as the existing fully paid ordinary shares in the capital of the Company;
(h) the relevant interest of Mr Stark in securities of the Company are set out below:

below:
Related Party	Shares	Options
John Stark	22,771,580	Nil

the remuneration and emoluments from the Company to Mr Stark for both the current financial year and previous financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
John Stark	$26,160	$28,320

(i) if the Shares are issued to Mr Stark this will increase the number of Shares on issue from 194,319,792 to 194,369,792 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows;

Related Party	Issued Shares as at the date of this Notice of Meeting	Shares to be issued	Dilutionary effect upon issue of Shares
John Stark	194,319,792	50,000	0.025%

(j) the market price for Shares at the time of issue would normally determine the perceived cost to the Company. The trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

Meeting is set out below:
	Price	Date
Highest	48 cents	07 Sept 2007
Lowest	20 cents	24 Oct 2006
Last	39 cents	17 Oct 2007

(k) Mr Stark declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 7, recommend that Shareholders vote in favour of Resolution 7. The Board (other than Mr Stark) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to Mr Stark as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Mr Stark will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

5. ENQUIRIES

Shareholders are required to contact Mr Russell Hardwick on (+ 61 8) 6263 9100 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

Annual General Meeting means the meeting convened by the Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Days means any day other than a Saturday, Sunday or public holiday in the State of Western Australia.

Company means Aspermont Limited (ACN 000 375 048).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

PROXY FORM

APPOINTMENT OF PROXY ASPERMONT LIMITED ACN 000 375 048

ANNUAL GENERAL MEETING

I/We

being a member of Aspermont Limited entitled to attend and vote at the Annual General Meeting, hereby

Appoint

Name of proxy

Mark this box if you wish to appoint the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Annual General Meeting to be held at 4.00 pm (WST), on 29 November 2007 at 613-619 Wellington St, Perth, Western Australia, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

Voting on Business of the Annual General Meeting

Resolution 1 – Adoption of remuneration report Resolution 2– Re-election of Director – Mr Lewis Cross Resolution 3– Placement of Shares to Director – Mr John Stark

FOR AGAINST ABSTAIN

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If the Chair of the Annual General 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 Resolutions 1 to 3 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 3 and that votes cast by the Chair of the Annual General Meeting for Resolutions 1 to 3 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 Resolutions 1 to 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 3.

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

Signed this day of 2007

By:

Individuals and joint holders Companies (affix common seal if appropriate) Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

Individuals and joint holders

ASPERMONT LIMITED ACN 000 375 048

Instructions for Completing ‘Appointment of Proxy’ Form

A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.
Where a member’s holding is in one name the holder must sign. Where the holding is in more than one name, all members should sign.
Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under a power of attorney, the power of attorney must be lodged in like manner as this Proxy Form.
Corporate members should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a Proxy Form will not prevent individual members from attending the Annual General Meeting in person if they wish. Where a member 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 member is suspended while the member is present at the Annual General Meeting.
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Aspermont Limited, PO Box 78, Leederville, Western Australia, 6000; or
(b) facsimile to the Company on facsimile number +61 8 6263 9148,

so that it is received not later than 4.00 pm (WST) on 26 November 2007.

AI assistant

ASPERMONT LIMITED. — AGM Information 2007

64436_rns_2007-10-21_3a0d0f77-55e4-4262-8919-c45989caaf04.pdf