AVA RISK GROUP LIMITED — AGM Information 2015

Sep 28, 2015

FUTURE FIBRE TECHNOLOGIES LIMITED (ACN: 064 089 318)

Notice of Annual General Meeting

12 November 2015

Notice is hereby given that Future Fibre Technologies (“FFT” or the “Company”) will hold its Annual General Meeting at 10.00am (AEST) on Thursday 12 November at the Sheraton on the Park, 161 Elizabeth Street, Sydney, NSW, 2000, Australia for the purpose of transacting the business set out in this Notice.

DATED 28 September 2015 By order of the Board:

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Leigh Davis Company Secretary

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Agenda

Chairman’s Address

CEO’s Address

FFT Financial Report

To receive the Financial Statements, Directors’ Report and Auditor’s Report for the Company and its controlled entities for the year ended 30 June 2015.

Resolutions

1. Remuneration Report

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

“That, the Company adopt the Remuneration Report for the year ended 30 June 2015 in accordance with Section 250R(2) of the Corporations Act.”

Note: This resolution is advisory only and does not bind the Company or the Directors.

Voting Prohibition Statement:

In accordance with section 250R(4) of the Act, no member of the Key Management Personnel of the Company or a Closely Related Party of such a member may vote on Resolution 1.

However, in accordance with the Act, a person described above may vote on Resolution 1 if:

• It is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or

• It is cast by the Chairman as proxy for a person who is permitted to vote, in accordance with an express direction specified on the proxy form to vote as the proxy decides.

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 1, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 1.

2. Re-election of Director – Dr Frederick Davis

Dr Frederick Davis retires as a Director in accordance with the requirement of clause 6.2(b) of the Constitution. Being eligible, he offers himself for re-election.

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

“That, Dr Frederick Davis, who is retiring in accordance with the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.”

3. Re-election of Director – Mr Mark Stevens

Mr Mark Stevens retires as a Director in accordance with the requirement of clause 6.2(b) of the Constitution. Being eligible, he offers himself for re-election.

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

“That, Mr Mark Stevens, who is retiring in accordance with the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.”

4. Re-election of Director – Ms Arlene Tansey

Ms Arlene Tansey retires as a Director in accordance with the requirement of clause 6.2(b) of the Constitution. Being eligible, she offers herself for re-election.

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

“That, Ms Arlene Tansey, who is retiring in accordance with the Constitution, and who offers herself for re-election, is re-elected as a Director of the Company.”

5. Re-election of Director – Mr Terry Winters

Mr Terry Winters retires as a Director in accordance with the requirement of clause 6.7 of the Constitution. Being eligible, he offers himself for re-election.

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

“That, Mr Terry Winters who is retiring in accordance with the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.”

6. Non-Executive Director’s Remuneration

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

“That, the aggregate maximum sum available for the remuneration of all non-executive Directors be set at $250,000 per annum.”

Voting Prohibition Statement:

In accordance with section 224 of the Act and the ASX Listing Rules, no Director, or any associate of a Director, is prohibited from voting on Resolution 6 and the Company will disregard any votes cast on Resolution 6 by Director, or any associate of a Director.

However, in accordance with the Act, a person described above may vote on Resolution 6 if:

• It is cast by such person as proxy for a person who is permitted to vote, in accordance with the direction specified on the proxy form how to vote; or

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• It is cast by the Chairman as proxy for a person who is permitted to vote, in accordance with an express direction specified on the proxy form to vote as the proxy decides.

If the Chairman is appointed as a proxy for a person who is permitted to vote on this Resolution 6, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of Resolution 6.

7. Appointment of Auditor

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That Pitcher Partners being qualified to act as auditor and having consented to act as auditor of the Company be ratified as the auditor of the Company.”

Notes

1. Explanatory Memorandum

The Explanatory Memorandum and the annexure accompanying this Notice of Annual General Meeting are incorporated in and comprise part of this Notice of Annual General Meeting and should be read in conjunction with this Notice of Annual General Meeting.

2. Who may vote

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that a person’s entitlement to attend and vote at the Meeting will be those persons set out in the register of Shareholders as at 7.00pm on 10 November 2015. This means that any Shareholder registered at 7.00pm on 10 November 2015 is entitled to attend and vote at the Meeting.

• (c) If the Shareholder appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Shareholder appoints two proxies, only one proxy is entitled to vote on a show of hands.

• (d) Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded.

• (e) A Proxy Form accompanies this Notice.

• (f) Unless the Shareholder specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit, or abstain from voting.

• (g) If a Shareholder wishes to appoint a proxy, the Shareholder should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company.

• (h) The Proxy Form must be signed by the Shareholder or his or her attorney duly authorised in writing or, if the Shareholder is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act.

• (i) If any attorney or authorised officer signs the Proxy Form on behalf of a Shareholder, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.

• (j) The Proxy Form (together with any relevant authority) must be received by no later than 10.00 am on 10 November 2015 before the time scheduled for the commencement of the meeting (or any adjournment of that meeting).

• (k) The completed Proxy Form may be:

• Mailed to the address on the Proxy Form

• Faxed to Boardroom Pty Ltd on +61 2 9290 9655

3. Proxies

A Shareholder entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Shareholder at the Meeting.

• Voted online via the Company’s Share Registry at www.votingonline.com.au/futurefibreagm2015

• By hand delivery to Boardroom Pty Ltd at Level 12, 225 George Street, SYDNEY, NSW 2000

• (a) A proxy need not be a Shareholder.

• (b) If the Shareholder is entitled to cast two or more votes at the Meeting, the Shareholder may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Shareholder.

4. 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 must be sent to the Company and/or registry at least 24 hours in advance of the Meeting.

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Explanatory Memorandum

This Explanatory Memorandum forms part of the Notice convening the Annual General Meeting of Shareholder of Future Fibre Technologies Corporation Limited ( Company ) to be held at 10.00 am on 12 November 2015 at Sheraton on the Park, 161 Elizabeth Street, Sydney NSW 2000.

This Explanatory Memorandum is to assist Shareholders in understanding the background to, and the legal and other implications of, the Notice and the reasons for the proposed resolutions. Both documents should be read in their entirety and in conjunction with each other.

Explanatory Notes to the Resolutions

Resolution 1: 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 of the Company.

The Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel 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 2015.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

Voting consequences

Under the Corporations Act, if at least 25% of the votes cast on a Remuneration Report resolution are voted against the adoption of the Remuneration Report in two consecutive annual general meetings, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of Directors of the Company at the second annual general meeting ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting. All of the Directors of the Company who were in office when the Directors’ Report (as included in the Company’s annual financial report for the financial year ended immediately before the second annual general meeting) was approved, other than the Executive Directors of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as Directors of the Company is approved by the Shareholders will be the Directors of the Company.

This is the Company’s first Annual General Meeting as an ASX-listed Company. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Voting Restrictions

Members of the Key Management Personnel and their proxies and Closely Related Parties are restricted from voting on a resolution put to Shareholders that the Remuneration Report of the Company be adopted. Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

The Voting Restriction does not apply where:

• (a) The Chairman or any other member of the Key Management Personnel is appointed in writing (by a Shareholder who is not a member of the Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with specific instructions on how to vote on a resolution to adopt the Remuneration Report of the Company; or

• (b) the Chairman is appointed in writing (by a Shareholder who is not Key Management Personnel or a Closely Related Party of Key Management Personnel) as a proxy with no specific instructions on how to vote on a non-binding shareholder vote on remuneration, where the Shareholder provides express authorisation for the Chairman to do so.

Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of the resolutions of this Meeting, including this Resolution 1, subject to compliance with the Corporations Act.

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Resolution 2: Re-election of Dr Frederick Davis

The Company’s Constitution provides that any director appointed to fill a casual vacancy holds office only until the next annual general meeting of the Company. Dr Davis was appointed as a Director to fill a casual vacancy on 11 March 2015. Dr Frederick Davis retires and, being eligible, wishes to stand for re-election in accordance with the Company’s Constitution.

Frederick is an experienced leader and manager of technology innovation businesses having worked for the last 19 years in senior management positions. Prior to joining FFT, Frederick led Business and New Product Development for Universal Biosensors Inc., and was CEO and Business Unit Director for Invetech Pty Ltd, a leading contract product development and manufacturing firm that played a pivotal role in the success of ASX listed Vision Systems Limited. Frederick’s specialist experience includes strategic management, business development, and advanced technology development and manufacturing.

The Directors unanimously recommend that the Shareholders vote in favour of Resolution 2.

Resolution 3: Re-election of Mr Mark Stevens

The Company’s Constitution provides that any director appointed to fill a casual vacancy holds office only until the next annual general meeting of the Company. Mr Stevens was appointed as a Director to fill a casual vacancy on 11 March 2015. Mr Mark Stevens retires and, being eligible, wishes to stand for re-election in accordance with the Company’s Constitution.

With more than 30 years of experience in senior management roles with multi-national corporations, Mark is a seasoned executive with broad experience in sales and general management in the Telecom and Information Technology sector. Mark has held senior positions with Nortel Networks Inc., Aircom International Limited, ECI Telecom Ltd and Transmode Systems AB. He has a successful track record in developing and growing profitable businesses in Asia, North America and Australia/New Zealand. Mark holds a Master of Business Administration from the University of Melbourne, a Bachelor of Engineering degree from Monash University and is a Graduate Member of the Australian Institute of Company Directors. Mark recently joined Infinera Corporation as part of the acquisition of the Transmode Systems AB where he will continue to focus on developing business in the Optical Transmission field in Asia Pacific.

The Directors unanimously recommend that the Shareholders vote in favour of Resolution 3.

Resolution 4: Re-election of Ms Arlene Tansey

The Company’s Constitution provides that any director appointed to fill a casual vacancy holds office only until the next annual general meeting of the Company. Ms Tansey was appointed as a Director to fill a casual vacancy on 11 March 2015. Ms Arlene Tansey retires and, being eligible, wishes to stand for re-election in accordance with the Company’s Constitution.

Arlene is currently the Chairman of Urbanise.com Limited and a Director of Adelaide Brighton Limited, Primary Health Care Limited, Infrastructure NSW, Lend Lease Investment Management and the Australian Research Alliance for Children & Youth. She is also a member of the advisory board of Serco Asia Pacific (a part of Serco Group PLC) and served as a director of Pacific Brands Group Limited between 2010 and 2013. Before becoming a Non-Executive Director, Arlene worked in commercial and investment banking in Australia and in investment banking and law in the United States. She holds a Juris Doctor from the University of Southern California Law Centre and an MBA from New York University. She is a member of Chief Executive Women and a Fellow of the Australian Institute of Company Directors.

The Directors unanimously recommend that the Shareholders vote in favour of Resolution 4.

Resolution 5: Re-election of Mr Terry Winters

Clause 6.7 of the Company’s Constitution provides that one third of all existing Directors, excluding the Managing Director, must retire by rotation each annual general meeting. Mr Terry Winters retires and, being eligible, wishes to stand for re-election in accordance with the Company’s Constitution. Mr Winters was appointed as a Director of the Company on 9 September 2004.

Terence serves as Chairman and Non-Executive Director on the Boards of a number of charities and public and private companies in Australia and the United States. Terence is widely recognised throughout the Information Technology and Communications (ITC) industries and within government in Australia for his leading role as an advocate of deregulation and industry restructuring and for his vision and leadership that led to the formation and development of Optus Communications Pty Ltd (Australia’s second telecommunications carrier) in the period 1989 to 1992. Terence also founded Link Telecommunications Pty Ltd and worked in a number of senior executive roles for Motorola in Australasia and the United States. He is currently Chairman of Seeing Machines Limited, a Director of Redflex Holdings Limited and is a Fellow of the Australian Institute of Company Directors.

The Directors unanimously recommend that the Shareholders vote in favour of Resolution 5.

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Resolution 6: Non-Executive Director’s Remuneration

ASX Listing Rule 10.17 and clause 6.5(c) of the Company’s Constitution require the maximum amount of NonExecutive Directors’ remuneration to be approved by Shareholders.

Resolution 6 proposes to set the maximum aggregate amount payable to non-executive Directors as fees for their services as Directors to $250,000 per annum. The Company recently listed on ASX on 11 May 2015 and this is the first time it has set a maximum aggregate fee pool for nonexecutive Directors fees. The Board considers that a fee pool of $250,000 is appropriate for the Company given its size and operations and will help enable the Company to attract and retain high calibre non-executive Directors.

The fee pool covers all fees for services as a non-executive Director including committee fees and superannuation contributions. The Company does not pay any benefit in connection with a non-executive Director’s retirement from office other than superannuation contributions.

The Company confirms that no Directors have been issued any securities under ASX Listing Rule 10.11 or 10.14 in the past 3 years.

Resolution 7: Appointment of Auditor

Pitcher Partners have been appointed by the directors as Auditor of the Company as required by section 327(1A) of the Corporations Act 2001 however they only hold office until the Company’s first general meeting which is this meeting.

A copy of the nomination is enclosed as Annexure A as required by section 328B(3) of the Corporations Act 2001. Pitcher Partners have consented in writing to act as the Company’s Auditor pursuant to section 328A of the Corporations Act 2001.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

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Definitions

Throughout this Explanatory Memorandum the following various words and phrases are capitalised and the definitions of these capitalised words and phrases are set out below:

“Annual General Meeting” means the meeting convened by the Notice of Meeting;

“ASIC” means the Australian Securities & Investments Commission;

“ASX” means ASX Limited (ACN 000 943 377);

“ASX Listing Rules” or “Listing Rule” means the Official Listing Rules of the ASX;

“Board” means the board of Directors of the Company;

“Business Day” means a day on which trading takes place on the stock market of the ASX;

“Chairman” means the chairman of the annual general meeting;

“Closely Related Party” of a member of the Key Management Personnel means:

• (a) A spouse or child of the member;

• (b) A child of the member’s spouse;

• (c) A dependant of the member or the member’s spouse;

• (d) Anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

“Key Management Personnel” has the same meaning as 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) of the Company;

“Future Fibre Technologies” means Future Fibre Technologies Limited ACN 064 089 318;

“Management” or “Board” means the management of the Company;

“Meeting” or “Annual General Meeting” means the annual general meeting convened by this Notice;

“Notice” or “Notice of Meeting” means the notice convening the annual general meeting of the Company to be held on 12 November 2015 which accompanies this Explanatory Memorandum;

“Proxy Form” means the proxy form that is enclosed with and forms part of this Notice;

“Remuneration Report” means the remuneration report set out in the Directors’ Report section of the Company’s Annual Financial Report for the year ended 30 June 2015.

“Resolution” means a resolution in the form proposed in the Notice of Meeting;

“Share” means a fully paid ordinary share in the capital of the Company;

“Shareholder” means a registered holder of a Share in the Company;

• (e) A company the member controls; or

• (f) A person prescribed by the Corporation Regulations 2001 (Cth).

“Company” means Future Fibre Technologies Limited

“Constitution” means the Company’s constitution;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Corporations Regulation” means the Corporations Regulation 2001 (Cth)

“Directors” mean the current Directors of the Company;

“Explanatory Memorandum” means this Explanatory Memorandum as modified or varied by any supplementary Memorandum issued by the Company from time to time;

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Annexure A

24
September
2015

The
Chairman Future
Fibre
Technologies
Limited 10
Hartnett
Close Mulgrave
VIC

Dear
Arlene,

**AUDITOR NOMINATION

– PITCHER PARTNERS**

Pierce
CIM
Pte
Limited,
a
shareholder
of
Future
Fibre
Technologies
Limited
hereby
nominates
Pitcher Partners
to
be
appointed
the
Auditor
of
Future
Fibre
Technologies
Limited.

Yours
sincerely

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David
L
Cronin Director Pierce
CIM
Pte
Limited

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All Correspondence to:

" By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia ! By Fax: +61 2 9290 9655

! Online: www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00 (AEDT) on Tuesday 10[th] November 2015

! TO VOTE ONLINE

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BY SMARTPHONE

STEP 1: VISIT www.votingonline.com.au/futurefibreagm2015 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

.

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair 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 Chair 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.

Appointment of a Second Proxy

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

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 should 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 should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

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

To direct your proxy how to vote, mark 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 securities are to be voted on any item by inserting the percentage or number that 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 for all your securities your vote on that item will be invalid.

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.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00 (AEDT) on Tuesday, 10[th] November 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

• ! Online www.votingonline.com.au/futurefibreagm2015

! By Fax + 61 2 9290 9655 " By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia

• ! In Person Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

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

Future Fibre Technologies Limited

ACN 064 089 318

Your Address

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 in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Future Fibre Technologies Limited (Company) and entitled to attend and vote hereby appoint:

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the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

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or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Sheraton on the Park, 161 Elizabeth Street, Sydney, NSW 2000 on Thursday, 12[th] November 2015 at 10:00am (AEDT) 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.

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1 and 6, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolution 1 and 6 are connected with the remuneration of a member of the key management personnel for the Company.

The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1 and 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.

STEP 2 VOTING DIRECTIONS

• 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 vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution	1	Remuneration Report
Resolution	2	Re-election of Director – Mr Frederick Davis
Resolution	3	Re-election of Director – Mr Mark Stevens
Resolution	4	Re-election of Director – Mr Arlene Tansey
Resolution	5	Re-election of Director – Mr Terry Winters
Resolution	6	Non-Executive Director’s Remuneration
Resolution	7	Appointment of Auditor

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STEP 3 SIGNATURE OF SHAREHOLDERS

This form must be signed 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 / / 2015