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AUREKA LIMITED AGM Information 2011

Oct 25, 2011

64352_rns_2011-10-25_0047041f-2f4d-4217-b7da-7592c81f8aa0.pdf

AGM Information

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Notice of Annual General Meeting and Explanatory Statement

The Annual General Meeting of

NAVARRE MINERALS LIMITED ABN 66 125 140 105

will be held at

11.00 am on Friday 25 November, 2011

At the

RACV City Club 501 Bourke Street, Melbourne, Victoria, 3000

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

CONTENTS

Item Page
Notice of Annual General Meeting 3
Explanatory Statement 7
Resolution 1 – Adoption of Remuneration Report 7
Resolution 2 – Re-appointment of John Dorward as Director 8
Resolution 3a – Issue of Options to John Dorward 8
Resolution 3b– Issue of Options to Colin Naylor 8
Resolution 3c – Issue of Options to Kevin Wilson 8
Resolution 4 - Appointment of Auditor 9
Glossary 10
Appointment of Corporate Representative Form 11
ProxyForm – Enclosed

ACTION REQUIRED BY SHAREHOLDERS

Step 1:

Read the notice of annual general meeting and the explanatory statement. The explanatory statement sets out details in relation to the resolutions. This information is important.

Step 2:

Vote on the resolutions. Your vote is important. You may cast your vote by:

attending and voting at the meeting to be held at the RACV City Club at 501 Bourke Street, Melbourne Victoria on Friday, 25 November 2011 commencing at 11.00 am; or

completing and returning the enclosed proxy form so as to be received by Boardroom Pty Limited by 11.00 am (EST) on Wednesday, 23 November 2011; or

lodging your vote on-line at Navarre Minerals Limited Share Registry website www.boardroomlimited.com.au/vote/navarreagm2011

If you lodge your proxy electronically you will not need to return your proxy form by mail or fax.

Annual Report:

Shareholders are advised that the 2011 Annual Report has been lodged on the Company’s website www.navarre.com.au

A copy of the 2011 Annual Report is included with this Notice.

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Navarre Minerals Limited

NAVARRE MINERALS LIMITED ABN 66 125 140 105

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Navarre Minerals Limited (“the Company”) will be held at the RACV City Club, 501 Bourke Street, Melbourne, Victoria on Friday 25 November 2011 at 11.00 am (AEDST). The Explanatory Statement which accompanies and forms part of this Notice of Annual General Meeting describes the various matters to be considered.

ORDINARY BUSINESS

Accounts

To receive and consider the financial report of the Company for the period ending 30 June 2011 and the related Directors’ Report, Directors’ Declaration and Auditor’s Report.

Resolution 1 – Adoption of Remuneration Report

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

“That the Remuneration Report set out in the Directors’ Report for the year ending 30 June 2011 be adopted.”

Notes to this Resolution:

  • This resolution is advisory only and does not bind the Company or its directors.

  • If 25% or more of the votes cast on this resolution are voted against the adoption of the Remuneration Report and this occurs again at the Company’s 2012 annual general meeting, then at the 2012 annual general meeting Shareholders will be asked to vote on a further resolution (“Spill Resolution”) proposing the calling of a shareholder meeting to consider the appointment of directors of the Company (“Spill Meeting”). If the Spill Resolution is passed, a Spill Meeting will be held within 90 days of the 2012 annual general meeting.

All of the directors of the Company who were in office when the Directors’ Report for the year ended 30 June 2012 was approved (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting (but may stand for re-election at the Spill Meeting). Resolutions to appoint directors will be put to the Shareholders at the Spill Meeting.

Resolution 2 – Re-appointment of John Dorward as a Director of the Company

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

“That John Dorward (“Mr Dorward”), who ceases to hold office in accordance with Rule 17.1 of the Company’s Constitution and, being eligible, offers himself for election, be re-appointed as a Director of the Company.”

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Navarre Minerals Limited

SPECIAL BUSINESS

Resolution 3a – Issue of Options to John Dorward

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholder approval is given for the issue and grant of up to 200,000 Options over unissued ordinary shares in the capital of the Company at an exercise price of $0.25 per Option to John Dorward on the terms set out in the attached Explanatory Statement."

Resolution 3b – Issue of Options to Colin Naylor

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholder approval is given for the issue and grant of up to 200,000 Options over unissued ordinary shares in the capital of the Company at an exercise price of $0.25 per Option to Colin Naylor on the terms set out in the attached Explanatory Statement."

Resolution 3c– Issue of Options to Kevin Wilson

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

“That for the purposes of Listing Rule 10.14 and for all other purposes, Shareholder approval is given for the issue and grant of up to 250,000 Options over unissued ordinary shares in the capital of the Company at an exercise price of $0.25 per Option to Kevin Wilson on the terms set out in the attached Explanatory Statement."

Resolution 4 – Appointment of Auditor

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

“That for the purposes of section 327B(1)(a) of the Corporations Act, Mr Jason Croall of RSM Bird Cameron be appointed auditor of the Company with effect from the close of the meeting.”

Voting Exclusions and Prohibitions

For the purposes of:

Resolution 1 - Votes must not be cast on this resolution by members of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report or Closely Related Parties of such a member.

However, a person described above may cast a vote on Resolution 1 if it is casting that vote as proxy for a person who has specified how the proxy is to vote on the proposed resolution.

Resolutions 3a, 3b and 3c - The Company will disregard any votes cast on these resolutions by the directors (including John Dorward, Colin Naylor and Kevin Wilson) and their associates.

The Company, however, need not disregard a vote if:

Navarre Minerals Limited

4

  • 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 the chairperson of 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.

Intentions of Chairman as proxy

Where a person who is entitled to vote on Resolutions 1, 2, 3a, 3b and/or 3c lodges a voting form that:

  • appoints the Chairman as the person’s proxy;

  • does not direct the Chairman how to vote on Resolutions 1, 2, 3a, 3b and/or 3c; and

  • allows the Chairman to exercise the proxy in accordance with the Chairman’s intentions,

the Chairman will be taken to be directed to exercise such votes in accordance with the Chairman’s voting intentions. The Chairman intends to vote all such proxies in favour of Resolutions 1, 2, 3a, 3b and 3c.

Explanatory Statement

The Explanatory Statement accompanying this Notice of Annual General Meeting is incorporated in and forms part of this Notice of Annual General Meeting.

Shareholders are referred to the Glossary in the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and Explanatory Statement.

Proxies

Please note that:

  • (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

  • (b) a proxy need not be a member of the Company; and

  • (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

“Snap-shot” Time

The Company may, pursuant to the Corporations Regulations 2001 (Cth), specify a time, not more than 48 hours before the meeting, at which a “snapshot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

Navarre Minerals Limited

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The Directors have determined that all Shares that are quoted on ASX at 7.00pm EST on 23 November 2011 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the meeting or handed in at the meeting when registering as a corporate representative. An Appointment of Corporate Representative form is enclosed if required.

By Order of the Board of Directors

Trevor Shard

Company Secretary

Navarre Minerals Limited

21 October 2011

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Navarre Minerals Limited

NAVARRE MINERALS LIMITED ABN 66 125 140 105

EXPLANATORY STATEMENT

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting. This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

The Financial Report, Directors’ Report and Auditor’s Report for the Company for the year ending 30 June 2011 will be laid before the meeting. These reports can also be accessed on the Company’s website at www.navarre.com.au.

There is no requirement for Shareholders to approve these reports. However, the Chairman will allow a reasonable opportunity for Shareholders to ask questions or make comments about those reports and the management of the Company.

Shareholders will also be given a reasonable opportunity to ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

Resolution 1 – Adoption of Remuneration Report

Section 298 of the Corporations Act requires that the annual Directors' Report contains a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

  • (a) discusses the Company’s remuneration policy and the process for determining the remuneration of its executive officers and employees;

  • (b) addresses the relationship between the Company’s remuneration policy and the performance of the Company; and

  • (c) sets out remuneration details for each Director and each of the executive officers of the Company named in the Remuneration Report for the financial year ended 30 June 2011.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this resolution is advisory only and does not bind the Board or the Company.

The Board is submitting its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding resolution.

The Remuneration Report is set out in the Company's 2011 Annual Report.

Appropriate time will be allowed for consideration of the Remuneration Report.

Directors and other Key Management Personnel of the Company and their Closely Related Parties are excluded from voting on this resolution. There are no other voting exclusions applicable to this resolution. Please refer to the voting exclusion statement in the Notice for further details.

Navarre Minerals Limited

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If 25% or more of the votes cast on Resolution 1 are voted against the adoption of the Remuneration Report and this occurs again at the Company’s 2012 annual general meeting, then at the 2012 annual general meeting Shareholders will be asked to vote on a further resolution (“Spill Resolution”) proposing the calling of a shareholder meeting to consider the appointment of directors of the Company (“Spill Meeting”). If the Spill Resolution is passed, a Spill Meeting will be held within 90 days of the 2012 annual general meeting.

All of the directors of the Company who were in office when the Directors’ Report for the year ended 30 June 2012 was approved (other than the Managing Director) will cease to hold office immediately before the end of the Spill Meeting (but may stand for re-election at the Spill Meeting). Resolutions to appoint directors will be put to the Shareholders at the Spill Meeting.

Resolution 2 – Re-appointment of Mr John Dorward as Director of the Company

Pursuant to rule 17.1 of the Company's Constitution, one third of the Company’s non executive directors cease to hold office and are eligible for re-election at each Annual General Meeting.

Mr Dorward, being a non executive director, ceases to hold office at the end of this Annual General Meeting. Mr Dorward, being eligible, offers himself for election as a Director of the Company.

Details of the qualifications and experience of Mr Dorward are set out in the Company's 2011 Annual Report.

Other than Mr Dorward, the Directors unanimously recommend that Shareholders vote in favour of this resolution. Mr Dorward makes no recommendation.

Resolutions 3a, 3b and 3c – Issue of Options to Non-Executive Directors

Background

In the Navarre Minerals Limited Prospectus dated 24 December 2010 (“Prospectus”), the Company advised that it intended, subject to Shareholder approval at the next Annual General Meeting, to issue 650,000 Options to the Non-Executive Directors under the Employee Option Plan.

Listing Rule 10.14 provides that a company must not permit a director to acquire securities under an employee option scheme without the prior approval of shareholders. Accordingly, approval is sought pursuant to Listing Rule 10.14 for the grant of 650,000 Options to the Non-Executive Directors under the terms of the Employee Option Plan.

The following is information is provided in accordance with Listing Rule 10.15 with respect to Resolutions 3a, 3b and 3c:

  • the maximum number of Options that may be issued to persons that require prior Shareholder approval in accordance with the Listing Rules is:

  • 250,000 to Kevin Wilson;

  • 200,000 to John Dorward; and

  • 200,000 to Colin Naylor,

being 650,000 in total;

  • Kevin Wilson, John Dorward and Colin Naylor are Directors of the Company;

  • there will be no issue price;

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Navarre Minerals Limited

  • the Options will be exercisable at 25 cents each;

  • one half of the Options will vest on 31 December 2011, one half of the Options will vest on 31 December 2012 (“Vesting Dates”);

  • the Options will expire on 31 December 2014;

  • if a Director ceases to be a director of the Company before a Vesting Date then all unvested Options granted to that Director will be deemed to expire;

  • the Options will be granted subject to the Listing Rules and the Corporations Act;

  • a voting exclusion statement is included in the Notice;

  • no loan is being made in connection with the Employee Option Plan;

  • if Resolutions 3a, 3b and/or 3c are passed, the Company expects to issue the relevant Options on the day following the annual general meeting, but in any event within 12 months after the meeting;

  • all Directors are entitled to participate in the Employee Option Plan;

  • prior to listing on the ASX the Company granted 1,500,000 Options with an exercise price of 20 cents each to Managing Director Geoff McDermott under the terms of the Employee Option Plan;

  • details of Options issued under the Employee Option Plan will be published in each annual report of the Company relating to a period in which Options have been issued, together with a statement that approval for the issue of Options was obtained under Listing Rule 10.14; and

  • any additional Directors who become entitled to participate in the Employee Option Plan after Resolutions 3a, 3b and/or 3c are approved and who were not named in this Notice of Annual General Meeting will not participate until approval is obtained under Listing Rule 10.14.

The grant of Options to Non-Executive Directors is part of their overall remuneration package and incentives as Directors.

The Directors make no recommendation in relation to this resolution.

Resolution 4 - Appointment of Auditor

The Board appointed Graeme Stewart of AFS & Associates Pty Ltd as auditor of the Company in November 2010. Mr Stewart submitted his resignation on 12 October 2011.

Approval is sought to appoint Mr Jason Croall of RSM Bird Cameron as auditor of the Company.

Mr Croall has given written consent to act as the Company’s auditor in accordance with section 328A(1) of the Corporations Act.

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Navarre Minerals Limited

Glossary

Annual Report means the 2011 Annual Report.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691).

Board means the board of Directors of the Company.

Business Day means a trading day on the financial market operated by ASX.

Constitution means the constitution of the Company.

Company means Navarre Minerals Limited (ACN 122 402 475).

Corporations Act means Corporations Act 2001 (Cth).

Closely Related Party of a member of the Key Management Personnel means certain family members and dependants of the member and companies controlled by the member and is defined in section 9 of the Corporations Act.

Directors mean directors of the Company.

Explanatory Statement means this explanatory statement.

Key Management Personnel has the meaning given to that term in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise).

Listing Rules means the Listing Rules of ASX Limited.

Notice means the Notice of Annual General Meeting accompanying this Explanatory Statement.

Option means an option issued to subscribe for a Share.

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

Shareholder or member means a registered member of the Company.

Resolution means a resolution contained in the Notice.

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Navarre Minerals Limited

Appointment of Corporate Representative

Section 250D of the Corporations Act 2001

Shareholder Details

This is to certify that by a resolution of the directors of:

………………………………………………………………………….…….….………... (Shareholder Company), [insert name of shareholder company]

the Shareholder Company has appointed:

……………………..……………………………………………………………………….……….…, [insert name of corporate representative]

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of Navarre Minerals Limited to be held on Friday 25 November 2011, and at any adjournments of that meeting.

DATED ………………………………………………………. 2011

Please sign here

Executed by the Shareholder Company in accordance with its constituent documents

) )

............................................................………………...….. Signed by authorised representative

............................................................………………...….. Name of authorised representative (print)

............................................................………………...….. Position of authorised representative (print) ) )

............................................................………………...….. Signed by authorised representative

............................................................………………...…..

Name of authorised representative (print)

............................................................………………...…..

Position of authorised representative (print)

Instructions for Completion

  1. Insert name of appointor Shareholder Company and the name or position of the appointee (eg “John Smith” or “each director of the Shareholder Company”).

  2. Execute the Certificate following the procedure required by your Constitution or other constituent documents.

  3. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

  4. Insert the date of execution where indicated.

  5. Send or deliver the Certificate to Navarre Minerals Limited’s registered office at Level 4, 448 St Kilda Road, Melbourne, Vic 3004, or fax the Certificate to the registered office at (03) 9252 0252 or bring it to the Annual General Meeting.

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Navarre Minerals Limited

Navarre Minerals Limited

ABN 66 125 140 105

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FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61

2 9290 9600

FACSIMILE +61 2 9290 9655

ALL CORRESPONDENCE TO:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11.00 am WEDNESDAY 23[rd] NOVEMBER 2011

TO VOTE ONLINE

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Reference Number: Please note it is important you keep this confidential

STEP 1 : VISIT www.boardroomlimited.com.au/vote/navarreagm2011 STEP 2: Enter your holding/Investment type STEP 3: Enter your Reference Number and VAC:

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities 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.

  • (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities 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 securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, 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.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11.00 am on Friday, 25[th] November 2011 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Vote online at:

www.boardroomlimited.com.au/vote/navarreagm2011 or turnover to complete the Form

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

NAVARRE MINERALS LIMITED

STEP 1 - Appointment of Proxy

I/We being a member/s of Navarre Minerals Limited and entitled to attend and vote hereby appoint

the Chairman of If you are not appointing the Chairman of the Meeting as your proxy please write
the Meeting
(mark with an
OR here the full name of the individual or body corporate (excluding the registered
Securityholder) you are appointing as your proxy.
‘X’)

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Navarre Minerals Limited to be held at the RACV City Club, 501 Bourke Street, Melbourne, VIC 3000 on Friday, the 25[th] November 2011 at 11.00am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman 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 in respect of resolutions 1, 2, 3a, 3b and 3c, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman 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 Chairman of the Meeting 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. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolution and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below.

The Chair will vote all undirected proxies in favour of resolutions 1, 2, 3a, 3b and 3c..

STEP 2 - Voting directions to your Proxy – please markto indicate your directions

STEP 2 - Votin g directions to your Proxy – please markto indicate your direction s
Ordinary Business For Against
Abstain*
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-appointment of John Dorward as a Director of the Company
Special Business
Resolution 3a Issue of Options to John Dorward
Resolution 3b Issue of Options to Colin Naylor
Resolution 3c Issue of Options to Kevin Wilson
Resolution 4 Appointment of Auditor

In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*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.

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2011
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